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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (MARK
ONE)

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

 For
the transition period from to

 Commission
File Number: 001-40959

 (Exact
name of registrant as specified in its charter)

 Cayman Islands

 98-1601095

 (State
 or other jurisdiction of
incorporation or organization)

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

 2340 Collins Avenue; Suite 402

 Miami Beach, FL

 33141

 (Address
 of principal executive offices)

 (Zip
 Code)

 (949) 720-7133 (Registrant's telephone number, including area code)

 N/A

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

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Units,
 each consisting of one Class A ordinary share and one-half of one redeemable warrant

 USCTU

 The
 Nasdaq Stock Market LLC

 Class
 A ordinary share, par value $0.0001 per share

 USCT

 The
 Nasdaq Stock Market LLC

 Redeemable
 warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share

 USCTW

 The
 Nasdaq Stock Market LLC

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

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

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

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

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

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.

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.

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).

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

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2023,
the last business day of the registrant's most recently completed second fiscal quarter, was $ 26.6 million, computed by
reference to the closing price of the Class A ordinary shares reported on Nasdaq on such date of $10.59.

 As
of April 9, 2024, there were 7,794,236 Class A ordinary shares, par value $0.0001 per share, and 75,000 Class B ordinary shares, par value
$0.0001 per share, issued and outstanding.

 ROTH
CH ACQUISITION CO.

 Annual
Report on Form 10-K for the year ended December 31, 2023

 Table
of Contents

 Page

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

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

 Item 6.

 [Reserved].

 Item 7

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accountant Fees and Service.

 Item 15.

 Exhibits, Financial Statement Schedules.

 Item 16.

 Form 10-K Summary.

 EXHIBIT INDEX

 SIGNATURES

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K, or this Annual Report, contains statements that are
 forward-looking and as such are not historical facts. This includes, without limitation,
 statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding
 our financial position, business strategy and the plans and objectives of management
 for future operations. These statements constitute projections, forecasts and forward-looking
 statements within the meaning of the Private Securities Litigation Reform Act of 1995.
 Our forward-looking statements include, but are not limited to, statements regarding
 our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In
 addition, any statements that refer to projections, forecasts or other characterizations
 of future events or circumstances, including any underlying assumptions, are forward-looking
 statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect,"
 "intends," "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.
 When we discuss our strategies or plans, we are making projections, forecasts or forward-looking
 statements. Such statements are based on the beliefs of management, as well as assumptions
 made by, and information currently available to, our management. Actual results and
 shareholders' value will be affected by a variety of risks and factors, including, without limitation,
 international, national and local economic conditions, mergers, acquisition and business
 combination risks, financing risks, geo-political risks, acts of terror or war, and
 those risk factors described under "Item 1A. Risk Factors." Many of the risks and
 factors that will determine these results and shareholder value are beyond our ability
 to control or predict.

 Forward-looking statements in this Annual Report may include, for example, statements
 about:

 our ability to select an appropriate target business or businesses to complete an initial business combination

 our ability to complete our initial business combination

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

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

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

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

 our pool of prospective target businesses

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

 the liquidity and trading of our public securities

 the use of proceeds not held in the trust account (the " Trust Account ") or available to us from interest income on the Trust Account balance

 the Trust Account not being subject to claims of third parties or

 our financial performance.

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

 ii

 Item 1. Business.

 In this Annual Report, references to the "Company," and to "we," "us," and "our" refer to Roth CH Acquisition Co. References to the "Sponsor" refer to the Former Sponsor up to the consummation of
 the Transaction and the New Sponsor thereafter.

 Overview

 We are a blank check company incorporated on April 20, 2021 under the name "TKB Critical Technologies 1", as a Cayman Islands exempted company for the purpose of effecting a merger, capital
 stock exchange, asset acquisition, stock purchase, reorganization, or similar business
 combination with one or more businesses, which we refer to throughout this Annual
 Report as our initial business combination. Effective September 7, 2023, shareholders approved a change in the Company's name to Roth CH Acquisition Co.

 Formation and Initial Public Offering

 On October 29, 2021, we consummated our initial public offering of 23,000,000 units (the " Units "), including 3,000,000 Units that were issued pursuant to the underwriters' exercise of their over-allotment option in full, at $10.00 per Unit, generating gross
 proceeds of $230,000,000. Each Unit consists of one Class A Ordinary Share, par value $0.0001 per share (the " Class A Shares ") and one-half of one warrant to purchase a Class A Share (the " Public Warrants "). Simultaneously with the closing of our initial public offering, we consummated
 the sale of 10,750,000 private placement warrants (the " Private Warrants ") at a price of $1.00 per Private Warrant in a private placement to our former sponsor, TKB Sponsor I, LLC, (the " Former Sponsor ") generating proceeds of $10,750,000.

 A total of $234,600,000 of the proceeds from the initial public offering and the sale of the Private Warrants was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by
 Continental Stock Transfer & Trust Company, acting as trustee (the " Trust Account ").

 Our Units, Class A Shares and Public Warrants are each traded on the Nasdaq Global Market under the symbols "USCTU," "USCT"
 and "USCTW," respectively. Our Units commenced public trading on October 27, 2021, and our Class A Shares and Public Warrants commenced separate public trading on December 17, 2021.

 Extensions

 On January 27, 2023, the Company received shareholder approval to amend its amended and restated
 memorandum and articles of association (the " Articles ") to extend the date by which it must complete an initial business combination from
 January 29, 2023 to June 29, 2023 (the " Extension "). Shareholders also approved an amendment to the Company's Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company
 as trustee (the " Trust Agreement "), to make a corresponding extension to the date the Company must commence liquidation
 of the Trust Account from January 29, 2023 to June 29, 2023. In connection with the vote to approve the Extension, the holders of 17,533,296 Class A Shares properly exercised their right to redeem their shares for cash at a redemption price
 of approximately $10.38 per share, for an aggregate redemption amount of approximately
 $181.9 million. After the satisfaction of such redemptions, the balance in the Company's Trust Account was approximately $56.7 million.

 On June 28, 2023, the Company held an extraordinary general meeting (the " Second Extraordinary General Meeting "). At the Extraordinary General Meeting, the shareholders approved a proposal (the
 " Second Extension Amendment Proposal ") to amend the Company's Articles to extend the date that the Company has to consummate a business combination from
 June 29, 2023 to October 29, 2024 (the " Extension Amendment "). The shareholders also approved a proposal (the " Second Trust Agreement Amendment Proposal ") to amend the Company's Trust Agreement, to make a corresponding extension to the date by which the Trustee is obligated
 to liquidate the trust account to the later of (A) June 29, 2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO provided that the Sponsor or
 its designee deposits the Monthly Deposit (as defined below) into the trust account),
 or (B) such later date as may be approved by the Company's shareholders in accordance with the Company's Articles. The term " Monthly Deposit " is defined in the Second Trust Amendment to mean an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public
 share multiplied by the number of public shares outstanding. In connection with the
 vote to approve the Second Extension Amendment Proposal, the holders of 3,347,468
 Class A ordinary shares properly exercised their right to redeem their shares for
 cash at a redemption price of approximately $10.64 per share, for an aggregate redemption
 amount of approximately $35,601,649. These shares were effectively canceled on July 7, 2023.

 Securities Transfer Agreement and Name Change

 On June 25, 2023, the Company, the Former Sponsor, each independent director of the Company, and affiliates of Roth Capital Partners and Craig-Hallum Capital Group llc (the
 " New Sponsor ") entered into a Securities Transfer Agreement (the " Agreement ") pursuant to which the Former Sponsor and the former directors of the Company sold
 to the Buyers, an aggregate of 4,312,500 Ordinary Shares consisting of 4,237,500 Class
 A Shares and 75,000 Class B Shares and 8,062,500 private placement warrants (together,
 the "Transferred Securities") for an aggregate purchase price (the "Purchase Price")
 of $1.00 (the " Transaction "). Following the closing of the Transaction, the Former Sponsor has certain continuing
 rights, including a right of first refusal to repurchase the Transferred Securities
 in certain circumstances as set forth in the Agreement and the right to invest up
 to 25% of certain financings. The Transaction was consummated on June 28, 2023.

 Recent Develop ments
– Extraordinary General Meeting of Shareholders

 On
March 28, 2024, the Company commenced mailing of definitive proxy materials in connection with an extraordinary general meeting of shareholders
to be held on April 10, 2024. The purpose of the meeting was to consider the following proposals:

 A
 proposal, by special resolution, subject to the approval of Proposal A (described below),
 to amend and restate the Company's Amended and Restated Memorandum and Articles of
 Association (as amended, the "Articles of Association") to remove the provisions
 applicable to special purpose acquisition companies including the requirement to redeem and
 cancel 100% of the Company's Class A ordinary shares sold in the Company's initial
 public offering following distribution of the funds held in the Company's trust account
 (the "Amendment Proposal");

 A
 proposal, as an ordinary resolution, to approve the adjournment of the general meeting to
 a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies
 in the event that there are insufficient votes for, or otherwise in connection with, the
 approval of the proposals (ii) if the Board determines before the general meeting that it
 is not necessary or no longer desirable to proceed with the proposals or (iii) as otherwise
 determined by the Chairman of the general meeting in his sole and absolute discretion to
 be necessary (the "Adjournment Proposal")

 In
addition, the Company solicited proxies in favor of another proposal to be voted upon by the holders of the Class A shares to approve
the following:

 A
 propos al, for the purposes of Article 10 of the Amended and Restated Articles of Association
 of the Company, by the holders of a majority of not less than two thirds of the votes cast
 at the class meeting by the holders of the Company's Class A ordinary shares to consent
 to and approve the variation to the rights of the Company's Class A ordinary shares
 as contemplated by the amendments to the Articles of Association as set out in the Amendment
 Proposal (the "Variation of Rights Proposal" or "Proposal A"

 The purpose of the Amendment Proposal is to remove
the provisions contained in the Articles of Association that are applicable to special purpose acquisition companies ("SPACs"),
including the requirement to redeem and cancel 100% of the Company's public shares following distribution of the funds held in
the Co mpany's trust account established in connection
with the initial public offering ("IPO") and revise the provisions to allow shareholders of the Company to obtain their pro
rata distribution of funds held in the Trust Account and also retain ten (10%) percent of their shares upon liquidation of the Trust
Account. If approved, the Company would liquidate the Trust Account despite the fact that it is not required to do so until October 29,
2024 and intends to liquidate the Trust Account and process the 90% redemption simultaneously. Continental Stock Transfer and Trust Company
has informed the Company that they and the DTC would effect the redemption of 90% of the Public Shares mechanically as a reverse stock
split. In order to do so, in the event that the Amendment Proposal is adopted, the Company intends to set a record date for the redemption
promptly following the adoption of the Amendment Proposal. It will also be required to provide five (5) days prior notice to DTC and
to the extent that we are listed on OTC, will need to provide FINRA with 10 days advance notice prior to the record date. Based upon
these requirements, the Company anticipates that it will liquidate the Trust Account and redeem 90% of the Public Shares approximately
2-3 weeks after the adoption of the Amendment Proposal.

 Approval
of the Variation in Rights Proposal is required under Cayman law as the Class A and Class B ordinary shares are treated differently under
the proposed Amended and Restated Articles of Association.

 The
Company has also applied to have its securities quoted on the OTC Markets and will submit a voluntary withdrawal of the listing from
Nasdaq.

 On
April 10, 2024, the Company convened its meetings and adjourned both without voting to April 17, 2024 so as to permit additional time
to complete its OTC listing.

 For
additional infor mation, please see the definitive proxy statement filed by the Company with the SEC on March 28, 2024 and the
Company's Current Report on Form 8-K filed with the SEC on April 10, 2024.

 Initial Business Combination

 Since our initial public offering, we have evaluated over 350 potential target businesses. We entered into a business combination agreement with one party which agreement was
 subsequently terminated. When evaluating each prospective target business, we conducted a thorough due diligence
 review that encompassed, among other things, meetings with incumbent management and
 employees, document reviews and a review of financial and other information that was
 made available to us.

 Nasdaq rules require that we must complete one or more business combinations having
 an aggregate fair market value of at least 80% of the value of the assets held in
 the Trust Account (excluding the deferred underwriting commissions and taxes payable
 on the interest earned on the Trust Account) at the time of our signing a definitive
 agreement in connection with our initial business combination. We refer to this as
 the 80% of fair market value test. The fair market value of the target is determined by our board of directors based upon one or more standards generally accepted
 by the financial community (such as actual and potential sales, earnings, cash flow
 and/or book value). Our board of directors will make the determination as to the fair market value of such
 alternate initial business combination. If our board of directors is not able to independently
 determine the fair market value of such alternate initial business combination, we
 will obtain an opinion from an independent investment banking firm, which is a member
 of FINRA or a valuation or appraisal firm with respect to the satisfaction of such
 criteria.

 Our Business Combination Process

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

 Certain of our officers and directors presently have fiduciary or contractual obligations
 to other entities pursuant to which such officer or director is or will be required
 to present a business combination opportunity to such other entity. Accordingly, if
 any of our officers or directors becomes aware of a business combination opportunity
 that is suitable for an entity to which he or she has then-current fiduciary or contractual
 obligations to present the opportunity to such entity, he or she will honor his or
 her fiduciary or contractual obligations to present such opportunity to such entity.
 We believe, however, that the fiduciary duties or contractual obligations of our officers
 or directors will not materially affect our ability to complete our initial business
 combination. Our Articles provides that, to the fullest extent permitted by applicable
 law: (i) no individual serving as a director or an officer shall have any duty, except
 and to the extent expressly assumed by contract, to refrain from engaging directly
 or indirectly in the same or similar business activities or lines of business as us;
 and (ii) we renounce any interest or expectancy in, or in being offered an opportunity
 to participate in, any potential transaction or matter which may be a corporate opportunity
 for any director or officer, on the one hand, and us, on the other. Our sponsor, directors
 and officers are, or may become, affiliated with entities that are engaged in a business
 similar to our company. Our sponsor, directors and officers are not prohibited from
 sponsoring, investing in or otherwise becoming involved with, any other blank check
 companies (including special purpose acquisition companies similar to our company),
 including in connection with their initial business combinations, prior to us completing
 our initial business combination.

 Redemption Rights for Public Shareholders upon Completion of Our Initial Business
 Combination

 We will provide our public shareholders with the opportunity to redeem all or a portion
 of their public shares upon the completion of our initial business combination at
 a per-share price, payable in cash, equal to the aggregate amount then on deposit
 in the Trust Account calculated as of two business days prior to the consummation
 of the initial business combination, including interest earned on the funds held in
 the Trust Account and not previously released to us to pay our taxes, divided by the
 number of then-outstanding Public Shares, subject to the limitations and on the conditions
 described herein. The per share amount we will distribute to investors who properly
 redeem their shares will not be reduced by the deferred underwriting commissions we
 will pay to the underwriters.

 Our sponsor, officers and directors have entered into a letter agreement with us,
 pursuant to which they have agreed to waive their redemption rights with respect to
 their Class B Shares (including the Class A Shares issuable upon the conversion of the Class B Shares, the " Founder Shares "), and any public shares they may hold in connection with the completion of our initial
 business combination. Such persons did not receive separate consideration for their
 waiver of redemption rights.

 Limitation on Redemption Upon Completion of Our Initial Business Combination If We
 Seek Shareholder Approval

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

 Redemption of Public Shares and Liquidation if No Business Combination

 The prospectus for our initial public offering
 and the Articles initially provided that we had until January 29, 2023, to complete a business combination. On January 27,
 2023, shareholders approved an extension of the date by which the Company must complete its initial business combination to
 June 29, 2023. In connection with the Extension, an aggregate of 17,533,296 Public Shares were redeemed for an aggregate
 redemption payment of approximately $181.9 million or $10.38 per share, leaving approximately $56.7 million in our Trust Account. On
 June 28, 2023, the Company held an extraordinary general meeting (the " Second
 Extraordinary General Meeting "). At the Extraordinary General Meeting, the shareholders approved a proposal (the
 " Second Extension Amendment Proposal ") to amend the Company's
 Amended and restated memorandum and articles of association (the " Articles ")
 to extend the date that the Company has to consummate a business combination from June 29, 2023 to October 29, 2024 (the
 " Extension Amendment "). The shareholders also approved a proposal (the
 " Second Trust Agreement Amendment Proposal ") to amend the
 Company's Trust Agreement, to make a corresponding extension to the date by
 which the Trustee is obligated to liquidate the trust account to the later of (A) June 29, 2023 provided that the Company may
 extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO provided that the Sponsor or
 its designee deposits the Monthly Deposit (as defined below) into the trust account), or (B) such later date as may be approved by
 the Company's shareholders in accordance with the Company's amended and restated memorandum and articles of association.
 The term " Monthly Deposit " is defined in the Amendment to mean an amount
 equal to the lesser of (x) $60,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding. In
 connection with the vote to approve the Second Extension Amendment Proposal, the holders of 3,347,468 Class A ordinary shares
 properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.64 per share, for an
 aggregate redemption amount of approximately $35,601,649. These shares were effectively canceled on July 7, 2023.

 If we are unable to complete our initial business combination by October 29, 2024, or during any extended period of time that we may have to consummate an initial
 business combination as a result of an amendment to the Articles (the " Combination Period "), we will: (i) cease all operations except for the purpose of winding up; (ii) as
 promptly as reasonably possible but not more than ten business days thereafter, redeem
 the public shares, at a per-share price, payable in cash, equal to the aggregate amount
 then on deposit in the Trust Account, including interest earned on the funds held
 in the Trust Account and not previously released to us to pay our taxes (less up to
 $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding
 public shares, which redemption will completely extinguish our Public Shareholders' rights as shareholders (including the right to receive further liquidating distributions,
 if any); and (iii) as promptly as reasonably possible following such redemption, subject
 to the approval of our remaining shareholders and our board of directors, liquidate
 and dissolve, subject in the case of clauses (ii) and (iii) above, to our obligations
 under Cayman Islands law to provide for claims of creditors and the requirements of
 other applicable law. There will be no redemption rights or liquidating distributions
 with respect to our warrants, which will expire, worthless, if we fail to complete
 our initial business combination within the required time period.

 Our Sponsor, and our officers and directors have entered into a letter agreement with
 us, pursuant to which they have waived their rights to liquidating distributions from
 the Trust Account with respect to any Founder Shares they hold if we fail to complete
 our initial business combination during the Combination Period. However, if our Sponsor,
 officers or directors acquire public shares, they will be entitled to liquidating
 distributions from the Trust Account with respect to such public shares if we fail
 to complete our initial business combination within the Combination Period.

 Our Sponsor, officers and directors have also agreed, pursuant to a letter agreement
 with us, that they will not propose any amendment to the Articles to modify the substance
 or timing of our obligation to allow redemption in connection with our initial business
 combination or to redeem one-hundred percent (100%) of our public shares if we do
 not complete our initial business combination within the Combination Period or with
 respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity, unless we provide our public
 shareholders with the opportunity to redeem their public shares upon approval of any
 such amendment, at a per-share price, payable in cash, equal to the aggregate amount
 then on deposit in the Trust Account, including interest earned on the funds held
 in the Trust Account and not previously released to us to pay our taxes, divided by
 the number of then-outstanding public shares. However, we may not redeem our public
 shares in an amount that would cause our net tangible assets to be less than $5,000,001.
 If this optional redemption right is exercised with respect to an excessive number
 of public shares such that we cannot satisfy the net tangible asset requirement, we
 would not proceed with the amendment or the related redemption of our public shares
 at such time.

 We expect that all costs and expenses associated with implementing our plan of dissolution,
 as well as payments to any creditors, will be funded from the proceeds of our initial
 public offering and private placement held outside the Trust Account, although we
 cannot assure you that there will be sufficient funds for such purpose. However, if
 those funds are not sufficient to cover the costs and expenses associated with implementing
 our plan of dissolution, to the extent that there is any interest accrued in the Trust
 Account not required to pay taxes, we may request the trustee to release to us an
 additional amount of up to $100,000 of such accrued interest to pay those dissolution
 costs and expenses.

 The proceeds deposited in the Trust Account could become subject to the claims of
 our creditors, which would have higher priority than the claims of our public shareholders.
 We cannot assure you that the actual per-share redemption amount received by shareholders
 will not be substantially less than the estimated $11.08 per share calculated as of December 31, 2023, or less than the initial $10.20 per share deposited in the Trust Account at
 the time of our initial public offering. See " Risk Factors-If third parties bring claims against us the proceeds held in the Trust
 Account could be reduced and the per share redemption amount received by shareholders
 may be less than $10.20 per share " and other risk factors contained herein. While we intend to pay such amounts, if
 any, we cannot assure you that we will have funds sufficient to pay or provide for
 all creditors' claims.

 Although we will seek to have all vendors, service providers (other than our independent
 registered public accounting firm), prospective target businesses and other entities
 with which we do business, execute agreements with us waiving any right, title, interest
 or claim of any kind in or to any monies held in the Trust Account for the benefit
 of our public shareholders, there is no guarantee that they will execute such agreements
 or even if they execute such agreements that they would be prevented from bringing
 claims against the Trust Account including, but not limited to, fraudulent inducement,
 breach of fiduciary responsibility or other similar claims, as well as claims challenging
 the enforceability of the waiver, in each case in order to gain an advantage with
 respect to a claim against our assets, including the funds held in the Trust Account.
 If any third party refuses to execute an agreement waiving such claims to the monies
 held in the Trust Account, our management will consider whether competitive alternatives
 are reasonably available to us and will only enter into an agreement with such third
 party if management believes that such third party's engagement would be in our best interests under the circumstances. Examples of possible instances where we may engage a third
 party that refuses to execute a waiver include the engagement of a third-party consultant
 whose particular expertise or skills are believed by management to be significantly
 superior to those of other consultants that would agree to execute a waiver, or in
 cases where management is unable to find a service provider willing to execute a waiver.
 The underwriters of our initial public offering and our independent registered public
 accounting firm have not executed agreements with us waiving such claims to the monies
 held in the Trust Account. In addition, there is no guarantee that such entities will
 agree to waive any claims they may have in the future as a result of, or arising out
 of, any negotiations, contracts or agreements with us and will not seek recourse against
 the Trust Account for any reason. In order to protect the amounts held in the Trust
 Account, our Sponsor has agreed that it will be liable to us if and to the extent
 that any claims by a third party for services rendered or products sold to us, or
 a prospective target business with which we have entered into a written letter of
 intent, confidentiality or other similar agreement or business combination agreement,
 reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20
 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 $10.20 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 or prospective target
 business who executed a waiver of any and all rights to the monies held in the Trust
 Account (whether or not such waiver is enforceable), nor will it apply to any claims
 under our indemnity of the underwriters of our initial public offering against certain
 liabilities, including liabilities under the Securities Act. However, we have not
 asked our Sponsor to reserve for such indemnification obligations, nor have we independently
 verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations
 and we believe that the Sponsor's only assets are our securities. Therefore, we cannot assure you that our Sponsor would be able to satisfy
 those obligations. As a result, if any such claims were successfully made against
 the Trust Account, the funds available for our initial business combination and redemptions
 could be reduced to less than $10.20 per public share. In such event, we may not be
 able to complete our initial business combination, and you would receive such lesser
 amount per share in connection with any redemption of your public shares. None of
 our officers or directors will indemnify us for claims by third parties including,
 without limitation, claims by vendors and prospective target businesses.

 In the event that the proceeds in the Trust Account are reduced below the lesser of
 (i) $10.20 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
 $10.20 per Public Share due to reductions in the value of the trust assets, in each
 case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that
 it has no indemnification obligations related to a particular claim, our independent
 directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that
 our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
 directors in exercising their business judgment may choose not to do so in any particular
 instance. Accordingly, we cannot assure you that due to claims of creditors the actual
 value of the per-share redemption price will not be less than $10.20 per Public Share.
 See " Risk Factors - If third parties bring claims against us, the proceeds held in the
 Trust Account could be reduced and the per share redemption amount received by shareholders
 may be less than $10.20 per share " and other risk factors contained herein.

 We will seek to reduce the possibility that the our sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring
 to have all vendors, service providers, prospective target businesses or other entities
 with which we do business execute agreements with us waiving any right, title, interest
 or claim of any kind in or to monies held in the Trust Account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters
 of this offering against certain liabilities, including liabilities under the Securities
 Act. In the event that we liquidate and it is subsequently determined that the reserve
 for claims and liabilities is insufficient, shareholders who received funds from our
 Trust Account could be liable for claims made by creditors.

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

 Our Public Shareholders will be entitled to receive funds from the Trust Account only
 (i) in the event of the redemption of our Public Shares if we do not complete our
 initial business combination within the Combination Period, (ii) in connection with
 a shareholder vote to amend our Cayman Constitutional Documents to modify the substance
 or timing of our obligation to allow redemption in connection with our initial business
 combination or to redeem one-hundred percent (100%) of our Public Shares if we do
 not complete our initial business combination within the Combination Period or with
 respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity or (iii) if they redeem their
 respective shares for cash upon the completion of our initial business combination.
 In no other circumstances will a shareholder have any right or interest of any kind
 to or in the Trust Account. Further, a shareholder's voting in connection with an extension of the Combination Period or the Business
 Combination alone will not result in a shareholder's redeeming its shares to us for an applicable pro rata share of the Trust Account.
 Such shareholder must have also exercised its redemption rights described above. These
 provisions of our Articles, like all provisions of our Articles, may be amended with
 a shareholder vote.

 Competition

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

 Employees

 We currently have seven executive officers. These individuals are not obligated to devote any specific number of hours to our
 matters, but they have devoted and will continue to devote as much of their time as
 they deem necessary to our affairs until we have completed our initial business combination.
 The amount of time they will devote in any time period will vary based on whether
 a target business has been selected for our initial business combination and the stage
 of the business combination process we are in. We do not intend to have any full-time
 employees prior to the completion of our initial business combination.

 Corporate Information

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

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

 We will remain an emerging growth company until the earlier of: (1) the last day of
 the fiscal year (a) following the fifth anniversary of the completion of our initial
 public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means
 the market value of our ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the end of that year's second fiscal quarter and (2) the date on which we have issued more than $1.00
 billion in non-convertible debt during the prior three-year period. References herein
 to "emerging growth company" shall have the meaning associated with it in the JOBS
 Act.

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

 Our executive offices are located at 2340 Collins Avenue, Suite 402, Miami Beach Florida 33141 and our phone number is (949) 720-7133. Our corporate website address is www.rothch.com. Our website and the information contained on, or that can be accessed through, the
 website is not deemed to be incorporated by reference in, and is not considered part
 of, this Annual Report. You should not rely on any such information in making your
 decision whether to invest in our securities.

 Item 1A. Risk Factors.

 An investment in our securities involves a high degree of risk. You should consider
 carefully all of the risks described below, together with the other information contained
 in this Annual Report, before making a decision to invest in our securities. If any
 of the following events occur, our business, financial condition and operating results
 may be materially adversely affected. In that event, the trading price of our securities
 could decline, and you could lose all or part of your investment.

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

 Our management identified a material weakness in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our results of operations and financial condition accurately and in a timely manner,
 which may adversely affect investor confidence and materially and adversely affect our business and operating results.

 On February 11, 2022, the audit committee of the Board, after consultation with management, concluded that our audited balance sheet as of October 29, 2021 (the " Audited Balance Sheet "), included as Exhibit 99.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2021, contained an error relating to the value of the our Class A Shares subject to redemption, which should have been recorded as $234,600,000
 ($10.20 per share) instead of $230,000,000 ($10.00 per share). In light of this error,
 it was determined that the Audited Balance Sheet should be no longer be relied upon, and we filed a restated audited balance sheet. As part of such restatement process, we identified a material weakness in our internal controls over financial reporting related to the accounting for complex
 financial instruments (including redeemable equity instruments as described above).
 In light of the material weakness identified and the resulting restatement, our executive officers and principal financial and accounting officer performed additional
 post-closing review procedures in connection with our annual report for the year ended December 31, 2021, including reviewing historical filings and consulting with subject matter
 experts related to the accounting for complex financial instruments. Our management has also retained an additional consultant to provide additional review
 and subject matter expertise. Our management has expended, and will continue to expend, a substantial amount of effort
 and resources for the remediation and improvement of its internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements
 and other literature for all significant or unusual transactions, we have improved, and will continue to improve, these processes to ensure that the nuances
 of such transactions are effectively evaluated in the context of the increasingly
 complex accounting standards. 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.
 As a result of this material weakness, our management concluded that its internal control over financial reporting was not effective
 as of December 31, 2021, March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022.

 A material weakness is a deficiency, or a combination of deficiencies, in internal
 control over financial reporting such that there is a reasonable possibility that
 a material misstatement of its annual or interim financial statements will not be
 prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures
 may be time consuming and costly and there is no assurance that these initiatives
 will ultimately have the intended effects.

 Further, we can give no assurance that any additional material weaknesses or restatements of
 financial results will not arise in the future due to a failure to implement and maintain
 adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening its controls and procedures, in the future those controls
 and procedures may not be adequate to prevent or identify irregularities or errors
 or to facilitate the fair presentation of our financial statements.

 A material weakness could limit our ability to prevent or detect a misstatement of its accounts or disclosures that could
 result in a material misstatement of its annual or interim financial statements. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory
 authorities. In either case, there could result a material adverse effect on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 (once
 available), which may impair our ability to obtain capital in a timely fashion to execute its business strategies.
 Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading
 price of the Class A Shares. We cannot assure you that the measures taken to date, or any measures that we may take in the future, will be sufficient to avoid potential future material weaknesses.

 We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

 As a result of the material weaknesses identified by our management, the restatement of the Audited Balance Sheet, and other matters raised
 or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims
 invoking the federal and state securities laws, contractual claims or other claims
 arising from the restatement and material weaknesses in internal control over financial
 reporting and the preparation of our financial statements. As of the date of this Annual Report on Form 10-K, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future.
 Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or its ability to complete
 an initial business combination.

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

 While we intend to seek shareholder approval of an initial business combination, we may choose not to hold a shareholder vote to approve our initial business combination
 if the business combination would not require shareholder approval under applicable
 law or stock exchange requirement. Except as required by applicable law or stock exchange
 requirement, the decision as to whether we will seek shareholder approval of a proposed
 business combination or will allow shareholders 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 shareholder approval. Even if we seek shareholder
 approval, the holders of our founder shares will participate in the vote on such approval.
 Accordingly, we may complete our initial business combination even if a majority of
 our public shareholders do not approve of the business combination we complete.

 If we seek shareholder approval of our initial business combination, our initial shareholders
 and management team have agreed to vote in favor of such initial business combination,
 regardless of how our public shareholders vote. Because our initial shareholders own approximately 73% of our issued and outstanding ordinary shares, our initial shareholders will be
 able to approve the business combination even if no public shares are voted in favor
 of the business combination.

 Our initial shareholders own approximately 73% of our issued and outstanding ordinary shares. Pursuant to letter agreements with
 us, our sponsor, officers and directors have agreed to vote their founder shares,
 as well as any public shares purchased (including in open market and privately negotiated
 transactions), in favor of our initial business combination.

 Our initial shareholders and management team also may from time to time purchase Class A Shares prior to our initial business combination. Our Articles provide that, if we seek shareholder approval, we will complete our initial business combination
 only if we obtain the approval of an ordinary resolution under Cayman Islands law,
 which requires the affirmative vote of a majority of the shareholders who attend and
 vote at a general meeting of the company. Accordingly, if we seek shareholder approval
 of our initial business combination, because our initial shareholders own a majority
 of our issued and outstanding ordinary shares and have agreed to vote in favor of
 our initial business combination, the our initial shareholders will be able to approve
 the business combination even if no public shares are voted in favor of the business
 combination.

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

 We may seek to enter into a business combination transaction agreement with a prospective
 target that requires as a closing condition that we have a minimum net worth or a
 certain amount of cash. If too many public shareholders exercise their redemption
 rights, we would not be able to meet such closing condition and, as a result, would
 not be able to proceed with the business combination. Furthermore, our Articles provide
 that we will not redeem our public shares in an amount that would cause our net tangible
 assets to be less than $5,000,001. Consequently, if accepting all properly submitted
 redemption requests would make us unable to satisfy a condition as described above
 or cause our net tangible assets to be less than $5,000,001, we would not proceed
 with such redemption and the related business combination and may instead search for
 an alternate business combination. Prospective targets will be aware of these risks
 and, thus, may be reluctant to enter into a business combination transaction with
 us.

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

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

 The requirement that we complete our initial business combination by October 29, 2024, may give potential target businesses leverage over us in negotiating a business
 combination and may limit the time we have in which to conduct due diligence on potential
 business combination targets, in particular as we approach our dissolution deadline,
 which could undermine our ability to complete our initial business combination on
 terms that would produce value for our shareholders.

 Any potential target business with which we enter into negotiations concerning a business
 combination will be aware that we must complete our initial business combination by
 October 29, 2024, unless such date is further extended by vote of our shareholders. Consequently,
 such target business may obtain leverage over us in negotiating a business combination,
 knowing that if we do not complete our initial business combination with that particular
 target business, we may be unable to complete our initial business combination with
 any target business. This risk will increase as we get closer to the timeframe described
 above. In addition, we may have limited time to conduct due diligence and may enter
 into our initial business combination on terms that we would have rejected upon a
 more comprehensive investigation.

 We may not be able to complete our initial business combination by October 29, 2024, in which case, unless any extended period of time that we may have to consummate
 an initial business combination as a result of an amendment to our memorandum and
 articles of association is approved, we would cease all operations except for the
 purpose of winding up and we would redeem our public shares and liquidate.

 We may not be able to find a suitable target business and complete an initial business combination by October 29, 2024. Our ability to complete our initial business combination may be negatively impacted
 by general market conditions, volatility in the capital and debt markets and the other
 risks described herein, including the impact of events such as the war between Russia
 and Ukraine and the continued impact of outbreaks of COVID-19 in both in the U.S.
 and globally. These factors could limit our ability to complete our initial business
 combination, including as a result of increased market volatility, decreased market
 liquidity and third-party financing being unavailable on terms acceptable to us or
 at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we
 may seek to acquire. If we have not completed our initial business combination within
 such time period or during any extended period of time that we may have to consummate
 an initial business combination as a result of an amendment to our memorandum and
 articles of association, we will: (i) cease all operations except for the purpose
 of winding up; (ii) as promptly as reasonably possible but not more than ten business
 days thereafter, redeem the public shares, at a per-share price, payable in cash,
 equal to the aggregate amount then on deposit in the Trust Account, including interest
 earned on the funds held in the Trust Account and not previously released to us to
 pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided
 by the number of then-outstanding public shares, which redemption will completely
 extinguish public shareholders' rights as shareholders (including the right to receive further liquidating distributions,
 if any); and (iii) as promptly as reasonably possible following such redemption, subject
 to the approval of our remaining shareholders and our board of directors, liquidate
 and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under
 Cayman Islands law to provide for claims of creditors and the requirements of other
 applicable law.

 If we seek shareholder approval of our initial business combination, our sponsor,
 initial shareholders, directors, executive officers, advisors or their respective
 affiliates may elect to purchase shares or public warrants from public shareholders,
 which may influence a vote on a proposed business combination and reduce the public "float" of our Class A Shares.

 If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
 pursuant to the tender offer rules, our sponsor, initial shareholders, directors,
 executive officers, advisors or their respective affiliates may purchase shares or
 public warrants in privately negotiated transactions or in the open market from institutional
 and other investors who indicate an intention who redeem, or indicate an intention to redeem, their Public Shares, or they may enter
 into transactions with such investors and others to provide them with incentives to acquire ordinary shares or vote their shares in favor of the business combination, at any
 time prior to the business combination during a period when they are not then aware
 of material non-public information relating to the business combination or target
 company, although they are under no obligation to do so. Any such non-redemption agreements
 may provide for an agreement by the investor (i) not to redeem the public shares it
 owns, (ii) to sell such public shares to the Sponsor or our directors, officers, advisors
 or affiliates, or (iii) to acquire public shares in the market or in privately negotiated
 transactions from other shareholders who redeem or indicate an intention to redeem,
 and to hold such public shares and not redeem them. Any such a purchase may include
 a contractual acknowledgement that such shareholder, although still the record holder of Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not
 to exercise its redemption rights. In the event that the Sponsor or our directors,
 officers, advisors or affiliates purchase shares in privately negotiated transactions
 from shareholders who have already elected to exercise their redemption rights, then
 such selling shareholder would be required to revoke their prior elections to redeem
 their public shares.

 Any public shares purchased by the Sponsor or its affiliates would be purchased at
 a price no higher than the redemption price for the public shares, which is currently
 estimated to be approximately $11.08 per share as of December 31, 2023. Any public shares so purchased would not be voted by the Sponsor or its affiliates
 at the shareholder meeting held to approve the business combination and would not
 be redeemable by the Sponsor or its affiliates. The purpose of such share purchases
 and other transactions would be to decrease the number of redemptions. If such transactions
 are effected, the consequence could cause the business combination to be completed
 in circumstances where such would not otherwise be obtained. In addition, if such
 purchases are made, the public "float" of our shares following completion of the business
 combination and the number of beneficial holders of our shares may be reduced, possibly
 making it difficult to obtain or maintain the quotation, listing or trading of our
 shares on Nasdaq or another national securities exchange or reducing the liquidity
 of the trading market for our shares.

 Other than as expressly stated herein, our Sponsor, officers and directors have no
 current commitments, plans or intentions to engage in such purchases or other transactions
 and have not formulated any terms or conditions for any such purchases or other transactions.
 None of the funds in the Trust Account will be used to purchase shares or public warrants
 in such transactions.

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

 We will comply with the proxy rules or tender offer rules, as applicable, when conducting
 redemptions in connection with our initial business combination. Despite our compliance
 with these rules, if a shareholder fails to receive our proxy materials or tender
 offer documents, as applicable, such shareholder may not become aware of the opportunity
 to redeem its shares. In addition, proxy materials or tender offer documents, as applicable,
 that we will furnish to holders of our public shares in connection with our initial
 business combination will describe the various procedures that must be complied with
 in order to validly tender or submit public shares for redemption. For example, we
 intend to require our public shareholders seeking to exercise their redemption rights,
 whether they are record holders or hold their shares in "street name," to, at the
 holder's option, either deliver their share certificates to our transfer agent, or to deliver
 their shares to our transfer agent electronically prior to the date set forth in the
 proxy materials or tender offer documents, as applicable. In the case of proxy materials,
 this date may be up to two business days prior to the vote on the proposal to approve
 the initial business combination. In addition, if we conduct redemptions in connection
 with a shareholder vote, we intend to require a public shareholder seeking redemption
 of its public shares to also submit a written request for redemption to our transfer
 agent two business days prior to the vote in which the name of the beneficial owner
 of such shares is included. In the event that a shareholder fails to comply with these
 or any other procedures disclosed in the proxy or tender offer materials, as applicable,
 its shares may not be redeemed.

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

 Since the net proceeds of our initial public offering and the sale of the private
 placement warrants are intended to be used to complete an initial business combination,
 we may be deemed to be a "blank check" company under the United States securities
 laws. However, because we have net tangible assets in excess of $5,000,001 and have
 filed a Current Report on Form 8-K including an audited balance sheet demonstrating
 this fact, we are exempt from rules promulgated by the SEC to protect investors in
 blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections of those rules.
 Among other things, this means our units were immediately tradable after completion
 of our initial public offering and we have a longer period of time to complete our
 initial business combination than companies subject to Rule 419. Moreover, if our initial public offering had been subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the
 Trust Account to us unless and until the funds in the Trust Account were released
 to us in connection with our completion of an initial business combination.

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

 If we seek shareholder approval of our initial business combination, and we do not
 conduct redemptions in connection with our initial business combination pursuant to
 the tender offer rules, our memorandum and articles of association provides that a
 public shareholder, together with any affiliate of such shareholder or any other person
 with whom such shareholder is acting in concert or as a "group" (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect
 to the Excess Shares. However, we would not be restricting our shareholders' ability to vote all of their shares (including Excess Shares) for or against our
 initial business combination. Your inability to redeem the Excess Shares will reduce
 your influence over our ability to complete our initial business combination and you
 could suffer a material loss on your investment in us if you sell Excess Shares in
 open market transactions. Additionally, you will not receive redemption distributions
 with respect to the Excess Shares if we complete our initial business combination.
 And, as a result, you will continue to hold that number of shares exceeding 15% and,
 in order to dispose of such shares, would be required to sell your shares in open
 market transactions, potentially at a loss.

 Because of our limited resources and the significant competition for business combination
 opportunities, it may be more difficult for us to complete our initial business combination.
 If we are unable to complete our initial business combination, our public shareholders
 may receive only their pro rata portion of the funds in the Trust Account that are
 available for distribution to public shareholders, and our warrants will expire worthless.

 We expect to encounter competition from other entities having a business objective
 similar to ours, including private investors (which may be individuals or investment
 partnerships), other blank check companies and other entities, domestic and international,
 competing for the types of businesses we intend to acquire. Many of these individuals
 and entities are well established and have extensive experience in identifying and
 effecting, directly or indirectly, acquisitions of companies operating in or providing
 services to various industries. Many of these competitors possess similar or greater
 technical, human and other resources to ours or more local industry knowledge than
 we do and our financial resources will be relatively limited when contrasted with
 those of many of these competitors. While we believe there are numerous target businesses that we could potentially acquire with the net proceeds of our initial public offering
 and the sale of the private placement warrants, our ability to compete with respect
 to the acquisition of certain target businesses that are sizable will be limited by
 our available financial resources. This inherent competitive limitation gives others
 an advantage in pursuing the acquisition of certain target businesses. Furthermore,
 we are obligated to offer holders of our public shares the right to redeem their shares
 for cash at the time of our initial business combination in conjunction with a shareholder
 vote or via a tender offer. Target companies will be aware that this may reduce the
 resources available to us for our initial business combination. Any of these obligations
 may place us at a competitive disadvantage in successfully negotiating a business
 combination. If we are unable to complete our initial business combination, our public
 shareholders may receive only their pro rata portion of the funds in the Trust Account
 that are available for distribution to public shareholders, and our warrants will
 expire worthless.

 If the net proceeds of our initial public offering and the sale of the private placement
 warrants not being held in the Trust Account are insufficient to allow us to operate
 until October 29, 2024, it could limit the amount available to fund our search for a target business or
 businesses and complete our initial business combination, and we will depend on loans
 from our sponsor or management team to fund our search and to complete our initial
 business combination.

 As of December 31, 2023, we had cash of $13,755 held outside the Trust Account to fund our working capital requirements. We believe
 that the funds available to us outside of the Trust Account may not be sufficient to allow us to operate until October 29, 2024, assuming that our initial business combination is not completed during that time. We expect to incur
 significant costs in pursuit of our acquisition plans. Of the funds available to us,
 we could use a portion of the funds available to us to pay fees to consultants to
 assist us with our search for a target business. We could also use a portion of the
 funds as a down payment or to fund a "no-shop" provision (a provision in letters of
 intent or merger agreements designed to keep target businesses from "shopping" around
 for transactions with other companies or investors on terms more favorable to such
 target businesses) with respect to a particular proposed business combination, although
 we do not have any current intention to do so. If we entered into a letter of intent
 or merger agreement where we paid for the right to receive exclusivity from a target
 business and were subsequently required to forfeit such funds (whether as a result
 of our breach or otherwise), we might not have sufficient funds to continue searching
 for, or conduct due diligence with respect to, a target business.

 If we were required to seek additional capital, we would need to borrow funds from
 our sponsor, management team or other third parties to operate or may be forced to
 liquidate. Neither our sponsor, members of our management team nor any of their affiliates
 is under any obligation to advance funds to us in such circumstances. Any such advances
 would be repaid only from funds held outside the Trust Account or from funds released
 to us upon completion of our initial business combination. Up to $1,500,000 of such
 loans may be convertible into warrants of the post-business combination entity at
 a price of $1.00 per warrant at the option of the lender. The warrants would be identical
 to the private placement warrants.

 If we are unable to complete our initial business combination because we do not have
 sufficient funds available to us, we will be forced to cease operations and liquidate
 the Trust Account. Consequently, our public shareholders may only receive an estimated
 $11.08 per share estimated as of December 31, 2023, or possibly less, on our redemption of our public shares, and our warrants
 will expire worthless.

 If third parties bring claims against us, the proceeds held in the Trust Account could
 be reduced and the per-share redemption amount received by shareholders may be less
 than $10.20 per share.

 Our placing of funds in the Trust Account may not protect those funds from third-party
 claims against us. Although we will seek to have all vendors, service providers (except
 for our independent registered public accounting firm), prospective target businesses
 and other entities with which we do business execute agreements with us waiving any
 right, title, interest or claim of any kind in or to any monies held in the Trust
 Account for the benefit of our public shareholders, such parties may not execute such
 agreements, or even if they execute such agreements they may not be prevented from
 bringing claims against the Trust Account, including, but not limited to, fraudulent
 inducement, breach of fiduciary responsibility or other similar claims, as well as
 claims challenging the enforceability of the waiver, in each case in order to gain
 advantage with respect to a claim against our assets, including the funds held in
 the Trust Account. If any third party refuses to execute an agreement waiving such
 claims to the monies held in the Trust Account, our management will consider whether
 competitive alternatives are reasonably available to us and will only enter into an
 agreement with such third party if management believes that such third party's engagement would be in the best interests of the company under the circumstances.
 The underwriters of our initial public offering as well as our registered independent
 public accounting firm did not execute agreements with us waiving such claims to the
 monies held in the Trust Account.

 Examples of possible instances where we may engage a third party that refuses to execute
 a waiver include the engagement of a third-party consultant whose particular expertise
 or skills are believed by management to be significantly superior to those of other
 consultants that would agree to execute a waiver or in cases where management is unable
 to find a service provider willing to execute a waiver. In addition, there is no guarantee
 that such entities will agree to waive any claims they may have in the future as a
 result of, or arising out of, any negotiations, contracts or agreements with us and
 will not seek recourse against the Trust Account for any reason. Upon redemption of
 our public shares, if we are unable to complete our initial business combination within
 the prescribed timeframe, or upon the exercise of a redemption right in connection
 with our initial business combination, we will be required to provide for payment
 of claims of creditors that were not waived that may be brought against us within
 the ten years following redemption. Accordingly, the per-share redemption amount received
 by public shareholders could be less than the $10.20 per public share initially held
 in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement
 entered into in connection with our initial public offering, our sponsor has agreed
 that it will be liable to us if, and to the extent, any claims by a third party for
 services rendered, products sold to us or a prospective target business with which
 we have entered into a written letter of intent, confidentiality or other similar
 agreement or business combination agreement, reduce the amount of funds in the Trust
 Account to below the lesser of (i) $10.20 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 $10.20 per share due to reductions in the value of the
 trust assets, less taxes payable, provided that such liability will not apply to any
 claims by a third party or prospective target business who executed a waiver of any
 and all rights to the monies held in the Trust Account (whether or not such waiver
 is enforceable) nor will it apply to any claims under our indemnity of the underwriters
 of our initial public offering against certain liabilities, including liabilities
 under the Securities Act. However, we have not asked our sponsor to reserve for such
 indemnification obligations, nor have we independently verified whether our sponsor
 has sufficient funds to satisfy its indemnity obligations and we believe that our
 sponsor's only assets are securities of our company. Therefore, we cannot assure you that
 our sponsor would be able to satisfy those obligations. As a result, if any such claims
 were successfully made against the Trust Account, the funds available for our initial
 business combination and redemptions could be reduced to less than $10.20 per public
 share. In such event, we may not be able to complete our initial business combination,
 and you would receive such lesser amount per share in connection with any redemption
 of your public shares. None of our officers or directors will indemnify us for claims
 by third parties including, without limitation, claims by vendors and prospective
 target businesses.

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

 In the event that the proceeds in the Trust Account are reduced below the lesser of
 (i) $10.20 per 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 $10.20
 per share due to reductions in the value of the trust assets, in each case less taxes
 payable, and our sponsor asserts that it is unable to satisfy its obligations or that
 it has no indemnification obligations related to a particular claim, our independent
 directors would determine whether to take legal action against our sponsor to enforce
 its indemnification obligations. While we currently expect that our independent directors
 would take legal action on our behalf against our sponsor to enforce its indemnification
 obligations to us, it is possible that our independent directors in exercising their
 business judgment and subject to their fiduciary duties may choose not to do so in
 any particular instance. If our independent directors choose not to enforce these
 indemnification obligations, the amount of funds in the Trust Account available for
 distribution to our public shareholders may be reduced below $10.20 per share.

 If, after we distribute the proceeds in the Trust Account to our public shareholders,
 we file a bankruptcy, winding-up or insolvency petition or an involuntary bankruptcy,
 winding-up or insolvency petition is filed against us that is not dismissed, a bankruptcy
 or insolvency court may seek to recover such proceeds, and the members of our board
 of directors may be viewed as having breached their fiduciary duties to our creditors,
 thereby exposing the members of our board of directors and us to claims of punitive
 damages.

 If, after we distribute the proceeds in the Trust Account to our public shareholders,
 we file a bankruptcy, winding-up or insolvency petition or an involuntary bankruptcy,
 winding-up or insolvency petition is filed against us that is not dismissed, any distributions
 received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy
 or insolvency laws as either a "preferential transfer" or a "fraudulent conveyance."
 As a result, a bankruptcy or insolvency court could seek to recover some or all amounts
 received by our shareholders. 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,
 by paying public shareholders from the Trust Account prior to addressing the claims
 of creditors, thereby exposing itself and us to claims of punitive damages.

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

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

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

 If we are forced to enter into an insolvent liquidation, any distributions received
 by shareholders could be viewed as an unlawful payment if it was proved that, immediately
 following the date on which the distribution was made, we were unable to pay our debts
 as they fall due in the ordinary course of business. As a result, a liquidator could
 seek to recover some or all amounts received by our shareholders. Furthermore, our
 directors may be viewed as having breached their fiduciary duties to us or our creditors
 and/or may have acted in bad faith, thereby exposing themselves and our company to
 claims, by paying public shareholders from the Trust Account prior to addressing the
 claims of creditors. We cannot assure you that claims will not be brought against
 us for these reasons. We and our directors and officers who knowingly and willfully
 authorized or permitted any distribution to be paid out of our share premium account
 while we were unable to pay our debts as they fall due in the ordinary course of business
 would be guilty of an offense and may be liable for a fine and to imprisonment for
 five years in the Cayman Islands.

 The SEC has recently adopted final rules relating to certain activities of SPACs.
 Certain of the procedures that we, a potential business combination target or others may determine to undertake in connection with such rules
 may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rules may cause us to liquidate
 the Company at an earlier time than we might otherwise choose.

 On January 24, 2024, the SEC adopted final rules (the " SPAC Rules ") relating, among other things, to disclosures in SEC filings in connection with
 Business Combination transactions between special purpose acquisition companies (" SPACs ") such as us and private operating companies; the financial statement requirements
 applicable to transactions involving shell companies; and the use of projections by
 SPACs in SEC filings in connection with proposed business combination transactions.
 In connection with the issuance of the SPAC Rules, the SEC also issued guidance (the
 "SPAC Guidance") regarding the potential liability of certain participants in business
 combination transactions and the extent to which SPACs could become subject to regulation
 under the Investment Company Act of 1940, as amended (the " Investment Company Act "). The need for compliance with the SPAC Rules and the SPAC Guidance may cause us
 to liquidate the Company at an earlier time than we might otherwise choose. Certain
 of the procedures that we, a potential Business Combination target, or others may
 determine to undertake in connection with the SPAC Rules, the SPAC Guidance, or pursuant
 to the SEC's views expressed in the SPAC Rules, may increase the costs and time of negotiating
 and completing an initial business combination, and may constrain the circumstances
 under which we could complete an initial business combination. The need for compliance
 with the SPAC Rules and the SPAC Guidance may cause us to liquidate the Company at
 an earlier time than we might otherwise choose. Were we to liquidate, our warrants
 would expire worthless, and our securityholders would lose the investment opportunity
 associated with an investment in the combined company, including any potential price
 appreciation of our securities.

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

 As described further above, the SPAC Guidance relates, among other matters, to the
 circumstances in which SPACs such as the Company could potentially be subject to the
 Investment Company Act and the regulations thereunder.

 Because the SPAC Guidance is fact-specific, there remains uncertainty concerning the
 applicability of the Investment Company Act to a SPAC, including a company like ours.
 If we are deemed to be an investment company under the Investment Company Act, our
 activities would be severely restricted. In addition, we would be subject to burdensome
 compliance requirements and we may abandon our efforts to complete an initial Business
 Combination and instead liquidate the Company. Were we to liquidate, our warrants
 would expire worthless, and our securityholders would lose the investment opportunity
 associated with an investment in the combined company, including any potential price
 appreciation of our securities.

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

 We are subject to laws and regulations enacted by national, regional and local governments.
 In particular, we are required to comply with certain SEC and other legal requirements.
 Compliance with, and monitoring of, applicable laws and regulations may be difficult,
 time consuming and costly. Those laws and regulations, and their interpretation and
 application, may also change from time to time and those changes could have a material
 adverse effect on our business, investments and results of operations. In addition,
 a failure to comply with applicable laws or regulations, as interpreted and applied,
 could have a material adverse effect on our business, including our ability to negotiate
 and complete an initial business combination, and results of operations.

 We may not hold an annual general meeting until after the consummation of our initial
 business combination, which could delay the opportunity for our shareholders to appoint
 directors.

 In accordance with Nasdaq corporate governance requirements, we are not required to
 hold an annual general meeting until no later than one year after our first fiscal
 year end following our listing on Nasdaq. There is no requirement under the Companies
 Act (As Revised) of the Cayman Islands (the " Companies Act ") for us to hold annual or extraordinary general meetings to appoint directors. Until
 we hold an annual general meeting, public shareholders may not be afforded the opportunity
 to appoint directors and to discuss company affairs with management. Our board of
 directors is divided into three classes with only one class of directors being appointed
 in each year and each class (except for those directors appointed prior to our first
 annual general meeting) serving a three-year term. In addition, as holders of our Class A Shares, our public shareholders will not have the right to vote on the appointment
 of directors until after the consummation of our initial business combination.

 When we look for an alternate business combination target, we will not be limited to
 evaluating a target business in a particular industry sector, and you will be unable
 to ascertain the merits or risks of any particular target business's operations.

 We may pursue an initial business combination opportunity in any industry or sector,
 except that our Articles prohibits us from effectuating a business combination with
 another blank check company or similar company with nominal operations.

 For example, if we combine with a financially unstable business or an entity lacking
 an established record of sales or earnings, we may be affected by the risks inherent
 in the business and operations of a financially unstable or a development stage entity.
 Although our officers and directors will endeavor to evaluate the risks inherent in
 a particular target business, we cannot assure you that we will properly ascertain
 or assess all of the significant risk factors or that we will have adequate time to
 complete due diligence. Furthermore, some of these risks may be outside of our control
 and leave us with no ability to control or reduce the chances that those risks will
 adversely impact a target business. We also cannot assure you that an investment in our Units will ultimately prove to be more favorable to investors than a direct investment,
 if such opportunity were available a business combination target. Accordingly, any shareholders or warrant holders who
 choose to remain shareholders or warrant holders following the business combination
 could suffer a reduction in the value of their securities. Such shareholders or warrant
 holders are unlikely to have a remedy for such reduction in value unless they are
 able to successfully claim that the reduction was due to the breach by our officers
 or directors of a duty of care or other fiduciary duty owed to them, or if they are
 able to successfully bring a private claim under securities laws that the proxy materials
 or tender offer documents, as applicable, relating to the business combination contained
 an actionable material misstatement or material omission.

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

 Although we have identified general criteria and guidelines for evaluating prospective
 target businesses, it is possible that the target business with which we enter into our initial business combination will not
 have some or all of these positive attributes. If we complete our initial business
 combination with a target that does not meet some or all of these guidelines, such
 combination may not be as successful as a combination with a business that does meet
 all of our general criteria and guidelines. In addition, if we announce a prospective
 business combination with a target that does not meet our general criteria and guidelines,
 a greater number of shareholders may exercise their redemption rights, which may make
 it difficult for us to meet any closing condition with a target business that requires
 us to have a minimum net worth or a certain amount of cash. In addition, if shareholder
 approval of the transaction is required by law, or we decide to obtain shareholder
 approval for business or other legal reasons, it may be more difficult for us to attain
 shareholder approval of our initial business combination if the target business does
 not meet our general criteria and guidelines. If we are unable to complete our initial
 business combination, our public shareholders may only receive their pro rata portion
 of the funds in the Trust Account that are available for distribution to public shareholders,
 and our warrants will expire worthless.

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

 We may choose to incur additional debt to complete an initial business combination. We, and our officers, have agreed that we will not incur
 any indebtedness unless we have obtained from the lender a waiver of any right, title,
 interest or claim of any kind in or to the monies held in the Trust Account. As such,
 no issuance of debt will affect the per share amount available for redemption from
 the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative
 effects, including:

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

 acceleration of our obligations to repay the indebtedness even if we make all principal
 and interest payments when due if we breach certain covenants that require the maintenance
 of certain financial ratios or reserves with-out a waiver or renegotiation of that
 covenant;

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

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

 our inability to pay dividends on our Class A Shares;

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

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

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

 limitations on our ability to borrow additional amounts for expenses, capital expenditures,
 acquisitions, debt service requirements, execution of our strategy and other purposes
 and other disadvantages compared to our competitors who have less debt.

 We may only be able to complete one business combination with the proceeds of our
 initial public offering and the sale of the private placement warrants, which will
 cause us to be solely dependent on a single business, which may have a limited number
 of products or services. This lack of diversification may negatively impact our operations
 and profitability.

 The net proceeds from our initial public offering and the private placement of warrants provided us with $231,950,000 that we may use to complete our initial business combination
 (after taking into account the $8,800,000 of deferred underwriting commissions being
 held in the Trust Account). Following the Extensions, as of December 31, 2023, we had approximately $23,332,031 remaining in our Trust Account.

 We may effectuate an initial business combination with a single target business or
 multiple target businesses simultaneously or within a short period of time. However,
 we may not be able to effectuate our initial business combination with more than one
 target business because of various factors, including the existence of complex accounting
 issues and the requirement that we prepare and file pro forma financial statements
 with the SEC that present operating results and the financial condition of several
 target businesses as if they had been operated on a combined basis. By completing
 our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive
 and regulatory developments. Further, we would not be able to diversify our operations
 or benefit from the possible spreading of risks or offsetting of losses, unlike other
 entities, which may have the resources to complete several business combinations in
 different industries or different areas of a single industry. Accordingly, the prospects
 for our success may be:

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

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

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

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

 If we determine to simultaneously acquire several businesses that are owned by different
 sellers, we will need for each of such sellers to agree that our purchase of its business
 is contingent on the simultaneous closings of the other business combinations, which
 may make it more difficult for us, and delay our ability, to complete our initial
 business combination. If we seek to complete multiple business combinations, we could
 also face additional risks, including additional burdens and costs with respect to
 possible multiple negotiations and due diligence investigations (if there are multiple
 sellers) and the additional risks associated with the subsequent assimilation of the
 operations and services or products of the acquired companies in a single operating
 business. If we are unable to adequately address these risks, it could negatively
 impact our profitability and results of operations.

 We may seek acquisition opportunities with an early-stage company, a financially unstable
 business or an entity lacking an established record of revenue or earnings.

 We may seek acquisition opportunities with an early stage-company, a financially unstable
 business or an entity lacking an established record of revenue or earnings. To the
 extent we complete our initial business combination with an early-stage company, a
 financially unstable business or an entity lacking an established record of sales
 or earnings, we may be affected by numerous risks inherent in the operations of the
 business with which we combine. These risks include investing in a business without
 a proven business model and with limited historical financial data, volatile revenues
 or earnings, intense competition and difficulties in obtaining and retaining key personnel.
 Although our officers and directors will endeavor to evaluate the risks inherent in
 a particular target business, we may not be able to properly ascertain or assess all
 of the significant risk factors and we may not have adequate time to complete due
 diligence. Furthermore, some of these risks may be outside of our control and leave
 us with no ability to control or reduce the chances that those risks will adversely
 impact a target business.

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

 We may seek a target which is a privately held company. Very little public information generally
 exists about private companies, and we could be required to make our decision on whether
 to pursue a potential initial business combination on the basis of limited information,
 which may result in a business combination with a company that is not as profitable
 (if at all) as we believed at the time of signing an agreement to acquire such private
 company or that fails to meet the projections upon which our valuation may be based.

 We may seek business combination opportunities with a high degree of complexity that
 require significant operational improvements, which could delay or prevent us from
 achieving our desired results.

 We may seek business combination opportunities with large, highly complex companies
 that we believe would benefit from operational improvements. While we intend to implement
 such improvements, to the extent that our efforts are delayed or we are unable to
 achieve the desired improvements, the business combination may not be as successful
 as we anticipate.

 To the extent we complete an initial business combination with a large complex business
 or entity with a complex operating structure, we may also be affected by numerous
 risks inherent in the operations of the business with which we combine, which could
 delay or prevent us from implementing our strategy. Although our management team will
 endeavor to evaluate the risks inherent in a particular target business and its operations,
 we may not be able to properly ascertain or assess all of the significant risk factors
 until we complete our business combination. If we are not able to achieve our desired
 operational improvements, or the improvements take longer to implement than anticipated,
 we may not achieve the gains that we anticipate. Furthermore, some of these risks
 and complexities may be outside of our control and leave us with no ability to control
 or reduce the chances that those risks and complexities will adversely impact a target
 business. Such combination may not be as successful as a combination with a smaller,
 less complex organization.

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

 Our Articles does not provide a specified maximum redemption threshold, except that
 in no event will we redeem our public shares in an amount that would cause our net
 tangible assets to be less than $5,000,001. Any agreement for an initial business combination with a target may impose a minimum cash requirement for (i) cash consideration to be paid
 to the target or its owners, (ii) cash for working capital or other general corporate
 purposes or (iii) the retention of cash to satisfy other conditions. Nevertheless,
 we may be able to complete our initial business combination even though a substantial
 majority of our public shareholders do not agree with the transaction and have redeemed
 their shares. In the event the aggregate cash consideration we would be required to pay for all Class A Shares that are validly submitted for redemption plus any amount required
 to satisfy cash conditions pursuant to the terms of any business combination agreement exceeds the aggregate amount of cash available to us, and such condition is not waived,
 we will not be able to complete the business combination or redeem any shares in connection
 with such initial business combination, all Class A Shares submitted for redemption will be returned to the holders thereof, and
 we instead may search for an alternate business combination.

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

 In order to effectuate a business combination, special purpose acquisition companies
 have, in the recent past, amended various provisions of their charters and governing
 instruments, including their warrant agreements. For example, special purpose acquisition
 companies have amended the definition of business combination, increased redemption
 thresholds and extended the time to consummate an initial business combination and,
 with respect to their warrants, amended their warrant agreements to require the warrants
 to be exchanged for cash and/or other securities. Amending our memorandum and articles
 of association will require a special resolution being (i) the affirmative vote of
 at least a two-thirds (2/3) majority of the votes cast by the holders of the issued
 ordinary shares present in person or represented at a general meeting of the company
 and entitled to vote on such matter or (ii) a unanimous written resolution of the
 shareholders, and amending our warrant agreement will require a vote of holders of
 at least 50% of the public warrants and, solely with respect to any amendment to the
 terms of the private placement warrants or any provision of the warrant agreement
 with respect to the private placement warrants, 50% of the number of the then-outstanding
 private placement warrants. In addition, our Articles requires us to provide our public
 shareholders with the opportunity to redeem their public shares for cash if we propose
 an amendment to our Articles to modify the substance or timing of our obligation to
 allow redemption in connection with our initial business combination or to redeem
 100% of our public shares if we do not complete an initial business combination by
 October 29, 2024 or with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity. To the extent any of such amendments
 would be deemed to fundamentally change the nature of our securities, we would register,
 or seek an exemption from registration for, the affected securities. We cannot assure
 you that we will not seek to amend our charter or governing instruments or extend
 the time to consummate an initial business combination in order to effectuate our
 initial business combination.

 The provisions of our Articles that relate to our pre-business combination activity
 (and corresponding provisions of the agreement governing the release of funds from
 our Trust Account) may be amended with the approval of a special resolution being
 (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes cast
 by the holders of the issued ordinary shares present in person or represented at a
 general meeting of the company and entitled to vote on such matter or (ii) a unanimous
 written resolution of the shareholders, which is a lower amendment threshold than
 that of some other special purpose acquisition companies. It may be easier for us,
 therefore, to amend our Articles to facilitate the completion of an initial business
 combination that some of our shareholders may not support.

 Our Articles provides that any of its provisions related to pre-business combination
 activity (including the requirement to deposit proceeds of our initial public offering
 and the private placement of warrants into the Trust Account and not release such
 amounts except in specified circumstances, and to provide redemption rights to public
 shareholders as described herein) may be amended by special resolution being (i) the
 affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the
 holders of the issued ordinary shares present in person or represented at a general
 meeting of the company and entitled to vote on such matter or (ii) a unanimous written
 resolution of the shareholders and corresponding provisions of the trust agreement
 governing the release of funds from our Trust Account may be amended if approved by
 holders of 65% of our ordinary shares entitled to vote thereon. Our initial shareholders,
 who collectively beneficially own approximately 51% of our ordinary shares, may participate
 in any vote to amend our Articles and/or trust agreement and will have the discretion
 to vote in any manner they choose. As a result, we may be able to amend the provisions
 of our Articles which govern our pre-business combination behavior more easily than
 some other special purpose acquisition companies, and this may increase our ability
 to complete a business combination with which you do not agree. Our shareholders may
 pursue remedies against us for any breach of our memorandum and articles of association.

 Our Sponsor, officers and directors have agreed, pursuant to written agreements with us,
 that they will not propose any amendment to our Articles to modify the substance or
 timing of our obligation to allow redemption in connection with our initial business
 combination or to redeem 100% of our public shares if we do not complete our initial
 business combination by October 29, 2024 or with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity, unless we provide our public
 shareholders with the opportunity to redeem their Class A Shares upon approval of any such amendment at a per-share price, payable in
 cash, equal to the aggregate amount then on deposit in the Trust Account, including
 interest earned on the funds held in the Trust Account and not previously released
 to us to pay our taxes, divided by the number of then-outstanding public shares. Our
 shareholders are not parties to, or third-party beneficiaries of, these agreements
 and, as a result, will not have the ability to pursue remedies against our sponsor,
 executive officers or directors for any breach of these agreements. As a result, in
 the event of a breach, our shareholders would need to pursue a shareholder derivative
 action, subject to applicable law.

 Certain agreements related to our initial public offering may be amended without shareholder
 approval.

 Each of the agreements related to our initial public offering to which we are a party,
 other than the warrant agreement and the investment management trust agreement, may
 be amended without shareholder approval. Such agreements are: (i) the underwriting
 agreement; (ii) the letter agreement among us and our initial shareholders, sponsor,
 officers and directors; (iii) the registration rights agreement among us and our initial
 shareholders; (iv) the private placement warrants purchase agreement between us and
 our sponsor; and (v) the administrative services agreement among us, our sponsor and
 an affiliate of our sponsor. These agreements contain various provisions that our
 public shareholders might deem to be material. For example, our letter agreement and
 the underwriting agreement contain certain lock-up provisions with respect to the
 founder shares, private placement warrants and other securities held by our initial
 shareholders and our management team. Amendments to such agreements would require
 the consent of the applicable parties thereto and would need to be approved by our
 board of directors, which may do so for a variety of reasons, including facilitating
 our initial business combination. While we do not expect our board of directors to
 approve any amendment to any of these agreements prior to our initial business combination,
 it may be possible that our board of directors, in exercising its business judgment
 and subject to its fiduciary duties, chooses to approve one or more amendments to
 any such agreement. Any amendment entered into in connection with the consummation
 of our initial business combination will be disclosed in our proxy materials or tender
 offer documents, as applicable, related to such initial business combination, and
 any other material amendment to any of our material agreements will be disclosed in
 a filing with the SEC. Any such amendments would not require approval from our shareholders,
 may result in the completion of our initial business combination that may not otherwise
 have been possible, and may have an adverse effect on the value of an investment in
 our securities. Such agreement may have an adverse effect on the price of our securities.

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

 We may be required to seek additional financing to complete an initial business combination.

 To the extent that additional financing proves to be unavailable when needed to complete
 our initial business combination, we would be compelled to either restructure the
 transaction or abandon that particular business combination and seek an alternative
 target business candidate. Further, we may be required to obtain additional financing
 in connection with the closing of our initial business combination for general corporate
 purposes, including for maintenance or expansion of operations of the post-transaction
 businesses, the payment of principal or interest due on indebtedness incurred in completing
 our initial business combination, or to fund the purchase of other companies. If we
 are unable to complete our initial business combination, our public shareholders may
 only receive their pro rata portion of the funds in the Trust Account that are available
 for distribution to public shareholders, and our warrants will expire worthless. In
 addition, even if we do not need additional financing to complete our initial business
 combination, we may require such financing to fund the operations or growth of the
 target business. The failure to secure additional financing could have a material
 adverse effect on the continued development or growth of the target business. None
 of our officers, directors or shareholders is required to provide any financing to
 us in connection with or after our initial business combination.

 Our initial shareholders control a substantial interest in us and thus may exert a
 substantial influence on actions requiring a shareholder vote, potentially in a manner
 that you do not support.

 Our initial shareholders own approximately 73% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial
 influence on actions requiring a shareholder vote, potentially in a manner that you
 do not support, including amendments to our Articles. If our initial shareholders purchase any additional Class A Shares in the aftermarket or in privately negotiated transactions, this would
 increase their control. Neither our initial shareholders nor, to our knowledge, any
 of our officers or directors, have any current intention to purchase additional securities.
 Factors that would be considered in making such additional purchases would include
 consideration of the current trading price of our Class A Shares. In addition, our board of directors, whose members were elected by
 our sponsor, is divided into three classes, each of which will generally serve for
 a term of three years with only one class of directors being elected in each year.
 We may not hold an annual general meeting to elect new directors prior to the completion
 of our initial business combination, in which case all of the current directors will
 continue in office until at least the completion of the business combination. If there
 is an annual general meeting, as a consequence of our "staggered" board of directors,
 only a minority of the board of directors will be considered for election and our
 initial shareholders, because of their ownership position, will have considerable
 influence regarding the outcome. In addition, prior to the completion of an initial
 business combination, holders of a majority of our founder shares may remove a member
 of the board of directors for any reason. Accordingly, our initial shareholders will
 continue to exert control at least until the completion of our initial business combination.

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

 The federal proxy rules require that the proxy statement with respect to the vote on a proposed business combination include historical and pro forma financial statement disclosure. We will
 include the same financial statement disclosure in connection with our tender offer
 documents, whether or not they are required under the tender offer rules. These financial statements may be, required to be prepared in accordance with, or be
 reconciled to, GAAP or international financial reporting standards as issued by the
 International Accounting Standards Board, or IFRS, depending on the circumstances.
 These financial statement requirements may limit the pool of potential target businesses
 we may acquire because some targets may be unable to provide such financial statements
 in time for us to disclose such statements in accordance with federal proxy rules
 and complete our initial business combination within the prescribed time frame.

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

 Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of
 internal controls beginning with this Annual Report on Form 10-K for the year ending
 December 31, 2023. Only in the event we are deemed to be a large accelerated filer or an accelerated
 filer, and no longer qualify as an emerging growth company, will we be required to
 comply with the independent registered public accounting firm attestation requirement
 on our internal control over financial reporting. Further, for as long as we remain
 an emerging growth company, we will not be required to comply with the independent
 registered public accounting firm attestation requirement on our internal control
 over financial reporting. The fact that we are a blank check company makes compliance
 with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared
 to other public companies because a target business with which we seek to complete
 our initial business combination may not be in compliance with the provisions of the
 Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of
 the internal control of any such entity to achieve compliance with the Sarbanes-Oxley
 Act may increase the time and costs necessary to complete any such business combination.

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

 Over the past year, the market for directors' and officers' liability insurance for special purpose acquisition companies has changed. Fewer
 insurance companies are offering quotes for directors and officers liability coverage,
 the premiums charged for such policies have generally increased and the terms of such
 policies have generally become less favorable. There can be no assurance that these
 trends will not continue.

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

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

 We have no operating history and is subject to a mandatory liquidation and subsequent dissolution
 requirement if it does not complete an initial business combination by October 29, 2024. As such, there is a risk that we will be unable to continue as a going concern if it does not consummate an initial
 business combination by the applicable deadline. If we are unable to effect an initial business combination by the deadline, we will be forced to liquidate.

 We are a blank check company, and as we have no operating history and is subject to a mandatory liquidation and subsequent dissolution
 requirement, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by October 29, 2024. There can be no assurance that we will complete a business combination by this time. If we do not complete its initial business combination by October 29, 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 the
 public shares, at a per-share price, payable in cash, equal to the aggregate amount
 then on deposit in the Trust Account, including interest earned on the funds held
 in the Trust Account and not previously released to us (less taxes payable and up
 to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding
 public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions,
 if any) and (iii) as promptly as reasonably possible following such redemption, subject
 to the approval of the remaining shareholders and the Company board, liquidate and
 dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under
 Cayman Islands law to provide for claims of creditors and in all cases subject to
 the other requirements of applicable law.

 Risks Relating to the Post-Business Combination Company

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

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

 Resources could be wasted in researching business combinations that are not completed,
 which could materially adversely affect subsequent attempts to locate and acquire
 or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in
 the Trust Account that are available for distribution to public shareholders, and
 our warrants will expire worthless.

 We anticipate that the investigation of each specific target business and the negotiation,
 drafting and execution of relevant agreements, disclosure documents and other instruments
 will require substantial management time, attention and substantial costs for accountants,
 attorneys and others. If we decide not to complete an initial business combination, the costs incurred up to that point for the proposed
 transaction likely would not be recoverable. Furthermore, we may fail to complete an initial business combination for any number of reasons including those beyond our
 control. Any such event will result in a loss to us of the related costs incurred
 which could materially adversely affect subsequent attempts to locate and acquire
 or merge with another business. If we are unable to complete our initial business
 combination, our public shareholders may only receive their pro rata portion of the
 funds in the Trust Account that are available for distribution to public shareholders,
 and our warrants will expire worthless.

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

 Our ability to successfully effect our initial business combination is dependent upon
 the efforts of our key personnel. However the role of our key personnel, should we
 pursue an alternate target business cannot presently be ascertained. While we intend
 to closely scrutinize any individuals we engage after our initial business combination,
 we cannot assure you that our assessment of these individuals will prove to be correct.
 These individuals may be unfamiliar with the requirements of operating a company regulated
 by the SEC, which could cause us to have to expend time and resources helping them
 become familiar with such requirements.

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

 Our key personnel may be able to remain with our company after the completion of our
 initial business combination only if they are able to negotiate employment or consulting
 agreements in connection with the business combination. Such negotiations would take
 place simultaneously with the negotiation of the business combination and could provide
 for such individuals to receive compensation in the form of cash payments and/or our
 securities for services they would render to us after the completion of the business
 combination. Such negotiations also could make such key personnel's retention or resignation a condition to any such agreement. The personal and financial
 interests of such individuals may influence their motivation in identifying and selecting
 a target business, subject to their fiduciary duties under Cayman Islands law.

 We may have a limited ability to assess the management of an alternate target business
 and, as a result, may complete our initial business combination with a target business
 whose management may not have the skills, qualifications or abilities to manage a
 public company.

 When evaluating the desirability of effecting our initial business combination with
 a prospective target business, our ability to assess the target business's management may be limited due to a lack of time, resources or information. Our assessment
 of the capabilities of the target business's management, therefore, may prove to be incorrect and such management may lack the
 skills, qualifications or abilities we suspected. Should the target business's management not possess the skills, qualifications or abilities necessary to manage
 a public company, the operations and profitability of the post-combination business
 may be negatively impacted. Accordingly, any shareholders or warrant holders who choose
 to remain shareholders or warrant holders following the business combination could
 suffer a reduction in the value of their securities. Such shareholders or warrant
 holders are unlikely to have a remedy for such reduction in value unless they are
 able to successfully claim that the reduction was due to the breach by our officers
 or directors of a duty of care or other fiduciary duty owed to them, or if they are
 able to successfully bring a private claim under securities laws that the proxy solicitation
 or tender offer materials, as applicable, relating to the business combination contained
 an actionable material misstatement or material omission.

 The officers and directors of an acquisition candidate may resign upon completion of our initial business combination.
 The loss of a business combination target's key personnel could negatively impact the operations and profitability of our post-combination business.

 The role of an acquisition candidate's key personnel upon the completion of our initial business combination cannot be
 ascertained at this time. Although we contemplate that certain members of an acquisition
 candidate's management team will remain associated with the acquisition candidate following
 our initial business combination, it is possible that members of the management of
 an acquisition candidate will not wish to remain in place.

 Our management may not be able to maintain control of a target business after our
 initial business combination. We cannot provide assurance that, upon loss of control
 of a target business, new management will possess the skills, qualifications, or abilities
 necessary to profitably operate such business.

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

 If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

 If we pursue a target business with operations or opportunities outside of the United
 States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing
 such initial business combination, and if we effect such initial business combination,
 we would be subject to a variety of additional risks that may negatively impact our
 operations. Furthermore, we would be subject to risks associated with cross-border
 business combinations, including in connection with investigating, agreeing to and
 completing our initial business combination, conducting due diligence in a foreign
 jurisdiction, having such transaction approved by any local governments, regulators
 or agencies and changes in the purchase price based on fluctuations in foreign exchange
 rates.

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

 costs and difficulties inherent in managing cross-border business operations;

 rules and regulations regarding currency redemption;

 complex corporate withholding taxes on individuals;

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

 exchange listing and/or delisting requirements;

 tariffs and trade barriers;

 regulations related to customs and import/export matters;

 local or regional economic policies and market conditions;

 unexpected changes in regulatory requirements;

 challenges in managing and staffing international operations;

 longer payment cycles;

 tax issues, such as tax law changes and variations in tax laws as compared to the
 United States;

 currency fluctuations and exchange controls;

 rates of inflation;

 challenges in collecting accounts receivable;

 cultural and language differences;

 employment regulations;

 underdeveloped or unpredictable legal or regulatory systems;

 corruption;

 protection of intellectual property;

 social unrest, crime, strikes, riots and civil disturbances;

 regime changes and political upheaval;

 terrorist attacks and wars, including the war between Russia and Ukraine; and

 deterioration of political relations with the United States.

 We may not be able to adequately address these additional risks. If we were unable
 to do so, we may be unable to complete such initial business combination or, if we
 complete such initial business combination, our operations might suffer, either of
 which may adversely impact our business, financial condition and results of operations.

 Risks Relating to our Management Team

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

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

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

 Information regarding performance by, or businesses associated with, our management
 team or businesses associated with them is presented for informational purposes only.
 Past performance by our management team is not a guarantee either (i) of success with
 respect to any business combination we may consummate or (ii) that we will be able
 to locate a suitable candidate for our initial business combination. You should not
 rely on the historical record of the performance of our management team's or businesses associated with them as indicative of our future performance of an
 investment in us or the returns we will, or is likely to, generate going forward.

 We may seek business combination opportunities in industries or sectors that may be outside of
 our management's areas of expertise.

 We may consider a business combination outside of our management's areas of expertise if a business combination candidate is presented to us and we
 determine that such candidate offers an attractive business combination opportunity
 for our company. Although our management will endeavor to evaluate the risks inherent
 in any particular business combination candidate, we cannot assure you that we will
 adequately ascertain or assess all of the significant risk factors. We also cannot
 assure you that an investment in our securities will not ultimately prove to be less
 favorable than a direct investment, if an opportunity were available, in a business
 combination candidate. In the event we elect to pursue a business combination outside
 of the areas of our management's expertise, our management's expertise may not be directly applicable to its evaluation or operation, and the
 information contained in this Annual Report regarding the areas of our management's expertise would not be relevant to an understanding of the business that we elect
 to acquire. As a result, our management may not be able to ascertain or assess adequately
 all of the relevant risk factors. Accordingly, any shareholders who choose to remain
 shareholders following our initial business combination could suffer a reduction in
 the value of their shares. Such shareholders are unlikely to have a remedy for such
 reduction in value.

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

 Our operations are dependent upon a relatively small group of individuals and, in
 particular, our executive officers and directors. We believe that our success depends
 on the continued service of our officers and directors, at least until we have completed
 our initial business combination. In addition, our executive officers and directors
 are not required to commit any specified amount of time to our affairs and, accordingly,
 will have conflicts of interest in allocating their time among various business activities,
 including identifying potential business combinations and monitoring the related due
 diligence. We do not have an employment agreement with, or key-man insurance on the
 life of, any of our directors or executive officers. The unexpected loss of the services
 of one or more of our directors or executive officers could have a detrimental effect
 on us.

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

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

 Our officers and directors presently have, and any of them in the future may have
 additional, fiduciary or contractual obligations to other entities and, accordingly,
 may have conflicts of interest in determining to which entity a particular business
 opportunity should be presented.

 Until we consummate our initial business combination, we intend to engage in the business
 of identifying and combining with one or more businesses. Each of our officers and
 directors presently has, and any of them in the future may have, additional fiduciary
 or contractual obligations to other entities pursuant to which such officer or director
 is or will be required to present a business combination opportunity to such entity.
 Accordingly, they may have conflicts of interest in determining to which entity a
 particular business opportunity should be presented. These conflicts may not be resolved
 in our favor and a potential target business may be presented to another entity prior
 to its presentation to us. Our Articles provides that, to the fullest extent permitted
 by applicable law: (i) no individual serving as a director or an officer shall have
 any duty, except and to the extent expressly assumed by contract, to refrain from
 engaging directly or indirectly in the same or similar business activities or lines
 of business as us; and (ii) we renounce any interest or expectancy in, or in being
 offered an opportunity to participate in, any potential transaction or matter which
 may be a corporate opportunity for any director or officer, on the one hand, and us,
 on the other. Any such companies, businesses or ventures may present additional conflicts
 of interest in pursuing an initial business combination. However, we do not believe
 that any such potential conflicts of interest would materially affect our ability
 to complete an initial business combination.

 Our sponsor or officers may form other special purpose acquisition companies in the future, which may occur prior
 our completing our initial business combination and could cause conflicts of interest.

 Our sponsor or our officers may sponsor or form other special purpose acquisition companies in the future, which
 may occur while we are still seeking an initial business combination. Any such companies
 may pursue similar targets and compete with us for business combination opportunities.
 Any such companies may present additional conflicts of interest in pursuing an acquisition
 target, particularly in the event there is overlap among investment mandates. Consequently,
 we may be precluded from procuring such opportunities and such opportunities may be
 presented to such other companies instead of us.

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

 We have not adopted a policy that expressly prohibits our directors, executive officers,
 security holders or affiliates from having a direct or indirect pecuniary or financial
 interest in any investment to be acquired or disposed of by us or in any transaction
 to which we are a party or have an interest. In fact, we may enter into a business
 combination with a target business that is affiliated with our sponsor, our directors
 or executive officers, although we do not intend to do so. Nor do we have a policy
 that expressly prohibits any such persons from engaging for their own account in business
 activities of the types conducted by us. Accordingly, such persons or entities may
 have a conflict between their interests and ours.

 The personal and financial interests of our directors and officers may influence their
 motivation in timely identifying and selecting a target business and completing a
 business combination. Consequently, our directors' and officers' discretion in identifying and selecting a suitable target business may result in
 a conflict of interest when determining whether the terms, conditions and timing of
 a particular business combination are appropriate and in our shareholders' best interest. If this were the case, it would be a breach of their fiduciary duties
 to us as a matter of Cayman Islands law and we or our shareholders might have a claim
 against such individuals for infringing on our shareholders' rights. However, we might not ultimately be successful in any claim we may make against
 them for such reason.

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

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

 Since our sponsor, executive officers and directors will lose their entire investment
 in us if an initial business combination is not completed (other than with respect
 to public shares they have acquired or may acquire), a conflict of interest may arise
 in determining whether a particular business combination target is appropriate for our initial business combination.

 On April 29, 2021, our Former Sponsor paid $25,000 to purchase 5,750,000 founder shares, or approximately $0.004
 per share. Prior to the initial investment in the Company of $25,000 by the sponsor, the company had no assets, tangible or intangible.
 The founder shares will be worthless if we do not complete an initial business combination.
 In addition, our sponsor purchased an aggregate of 10,750,000 warrants, at a price
 of $1.00 per private placement warrant, each exercisable for one Class A Share at $11.50 per share, for an aggregate purchase price of $10,750,000,
 or $1.00 per warrant, that will also be worthless if we do not complete our initial
 business combination. The personal and financial interests of our executive officers
 and directors may influence their motivation in identifying and selecting a target
 business combination, completing an initial business combination and influencing the
 operation of the business following the initial business combination. This risk may
 become more acute as October 29, 2024 nears, which is the deadline for our completion of an initial business combination.

 Risks Relating to our Securities

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

 Our public shareholders will be entitled to receive funds from the Trust Account only
 upon the earlier to occur of: (i) our completion of an initial business combination,
 and then only in connection with those Class A Shares that such shareholder properly elected to redeem, subject to the limitations
 described herein; (ii) the redemption of any public shares properly tendered in connection
 with a shareholder vote to amend our memorandum and articles of association to modify
 the substance or timing of our obligation to allow redemption in connection with our
 initial business combination or to redeem 100% of our public shares if we do not complete
 our initial business combination by October 29, 2024 or during any extended period of time that we may have to consummate an initial business
 combination as a result of an amendment to our memorandum and articles of association
 or with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity; and (iii) the redemption of
 our public shares if we are unable to complete an initial business combination by
 October 29, 2024, subject to applicable law and as further described herein. In addition, if our plan
 to redeem our public shares if we are unable to complete an initial business combination
 by October 29, 2024 is not completed for any reason, compliance with Cayman Islands law may require that
 we submit a plan of dissolution to our then-existing shareholders for approval prior
 to the distribution of the proceeds held in our Trust Account. In that case, public
 shareholders may be forced to wait beyond 36 months from the closing of our initial public offering before they receive funds from
 our Trust Account. In no other circumstances will a public shareholder have any right
 or interest of any kind in the Trust Account. Holders of warrants will not have any
 right to the proceeds held in the Trust Account with respect to the warrants. Accordingly,
 to liquidate your investment, you may be forced to sell your public shares or warrants,
 potentially at a loss.

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

 Our units, Class A Shares and warrants are currently listed on Nasdaq. We cannot assure you that
 our securities will continue to be listed on Nasdaq in the future or prior to our
 initial business combination. In order to continue listing our securities on Nasdaq
 prior to our initial business combination, we must maintain certain financial, distribution
 and share price levels. Generally, we must maintain a minimum average global market
 capitalization and a minimum number of holders of our securities. Additionally, in
 connection with our initial business combination, we will be required to demonstrate
 compliance with Nasdaq's initial listing requirements, which are more rigorous than Nasdaq's continued listing requirements, in order to continue to maintain the listing of
 our securities on Nasdaq. For instance, our share price would generally be required
 to be at least $4.00 per share and the publicly held shares would be required to be at least $20 million and we would be required to have a minimum of 400 round lot holders and 1,000,000
 publicly held shares. We cannot assure you that we will be able to meet those initial
 listing requirements at that time.

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

 a limited availability of market quotations for our securities;

 reduced liquidity for our securities;

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

 a limited amount of news and analyst coverage; and

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

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

 Holders of our Class A Shares will not be entitled to vote on any appointment of directors prior
 to our initial business combination.

 Prior to our initial business combination, only holders of our Class B Shares will have the right to vote on the appointment of directors. Holders of our Class A Shares will not be entitled to vote on the appointment of directors during
 such time. In addition, prior to the completion of an initial business combination,
 holders of a majority of our Class B Shares may remove a member of the board of directors for any reason. Accordingly,
 you may not have any say in the management of our company prior to the completion
 of an initial business combination.

 An investment in our securities may result in uncertain or adverse U.S. federal income
 tax consequences.

 An investment in our securities may result in uncertain U.S. federal income tax consequences.
 For instance, because there are no authorities that directly address instruments similar
 to the units we issued in our initial public offering, the allocation an investor
 makes with respect to the purchase price of a unit between the Class A Share and the one-half of a warrant to purchase one Class A Share included in each unit could be challenged by the Internal Revenue Service,
 the IRS or courts. Furthermore, the U.S. federal income tax consequences of a cashless
 exercise of warrants included in the units we issued in our initial public offering
 is unclear under current law. Finally, it is unclear whether the redemption rights
 with respect to our ordinary shares suspend the running of a U.S. Holder's holding period for purposes of determining whether any dividends we pay would be
 considered "qualified dividends" for U.S. federal income tax purposes. As used herein,
 the term " U.S. Holder " means a beneficial owner of our Class A Shares or warrants that is for U.S. federal income tax purposes: an individual
 citizen or resident of the United States; a corporation (or other entity treated as
 a corporation for U.S. federal income tax purposes) that is created or organized under
 the laws of the United States, any state thereof or the District of Columbia; an estate
 the income of which is subject to U.S. federal income taxation regardless of its source;
 or a trust if (A) a court within the United States is able to exercise primary supervision
 over the administration of the trust and one or more U.S. persons have the authority
 to control all substantial decisions of the trust or (B) it has in effect under applicable
 U.S. Treasury regulations a valid election to be treated as a U.S. person. Prospective
 investors are urged to consult their tax advisors with respect to these and other
 tax consequences when purchasing, holding or disposing of our securities.

 We may be a controlled foreign corporation (CFC) which could result in adverse U.S.
 federal income tax consequences to U.S. investors.

 If a U.S. shareholder owns 10% or more of our ordinary shares, it may be subject to increased U.S. federal income taxation under the CFC
 rules. A non-U.S. corporation will be classified as a CFC for any particular taxable
 year, if U.S. persons (including individuals and entities) who own (directly, indirectly,
 or constructively) 10% or more of the voting power or value of shares, or 10% U.S.
 Shareholders, own, in the aggregate, more than 50% of the total combined voting power
 or value of the shares. In determining whether a shareholder is treated as a 10% U.S.
 Shareholder, the voting power of the shares and any special voting rights, such as
 to appoint directors, may also be taken into account. In addition, certain constructive
 ownership rules apply, which attribute share ownership among certain family members
 and certain entities and their owners. Such constructive ownership rules may also
 attribute share ownership to persons that are entitled to acquire shares pursuant
 to an option. Shareholders who own, or contemplate owning, 10% or more of our shares
 (taking into account the impact of any share repurchases we may undertake and the
 constructive ownership rules) are urged to consult their tax advisors.

 We may be a passive foreign investment company (PFIC) which could result in adverse
 U.S. federal income tax consequences to U.S. investors.

 If we are determined to be a PFIC for any taxable year (or portion thereof) that is
 included in the holding period of a U.S. Holder of our ordinary shares or warrants,
 the U.S. Holder may be subject to adverse U.S. federal income tax consequences and
 may be subject to additional reporting requirements.

 We believe we were a PFIC for our taxable year ended December 31, 2023 and we may be classified as a PFIC for the current taxable year. Our PFIC status
 for each taxable year will depend on several factors, including the composition of
 our income and assets and the value of our assets (which may be determined in part
 by reference to the market value of our Class A Shares). Further, our PFIC status for the current taxable year or any other taxable
 year may not be determined until after the close of the taxable year.

 Accordingly, there can be no assurances with respect to our status as a PFIC for our
 current taxable year or any future taxable year. If we determine we are a PFIC for
 any taxable year, we will endeavor to provide to a U.S. Holder upon request such information
 as the IRS may require, including a PFIC Annual Information Statement, in order to
 enable the U.S. Holder to make and maintain a "qualified electing fund" election,
 but there can be no assurance that we will timely provide such required information,
 and such election would be unavailable with respect to our warrants in all cases.
 We urge U.S. Holders to consult their own tax advisors regarding the possible application
 of the PFIC rules.

 We may re-domicile or reincorporate in another jurisdiction in connection with our
 initial business combination, which may result in taxes imposed on shareholders and
 warrant holders.

 We may, in connection with an alternate business combination, re-domicile or reincorporate
 in the jurisdiction in which the target company or business is located or in another
 jurisdiction. If we determine to do this, the laws of such jurisdiction may govern
 some or all of our future material agreements. The system of laws and the enforcement
 of existing laws in such jurisdiction may not be as certain in implementation and
 interpretation as in the United States. The transaction may require a shareholder
 or warrant holder to recognize taxable income in the jurisdiction in which the shareholder
 is a tax resident or in which its members are resident if it is a tax transparent
 entity (or may otherwise result in adverse tax consequences). We do not intend to
 make any cash distributions to shareholders or warrant holders to pay such taxes.
 Shareholders and warrant holders may be subject to withholding taxes or other taxes
 with respect to their ownership of us after the reincorporation.

 Registration of the Class A Shares issuable upon exercise of the warrants under the Securities Act or any state
 securities laws may not be in place when an investor desires to exercise warrants,
 thus precluding such investor from being able to exercise its warrants except on a
 cashless basis and potentially causing such warrants to expire worthless.

 Under the terms of the warrant agreement, we have agreed that, as soon as practicable,
 but in no event later than 20 business days, after the closing of our initial business
 combination, we will use commercially reasonable efforts to file with the SEC a post-effective
 amendment to the registration statement filed in connection with our initial public
 offering or a new registration statement covering the registration under the Securities
 Act of the Class A Shares issuable upon exercise of the warrants and thereafter will use commercially
 reasonable efforts to cause the same to become effective within 60 business days following
 our initial business combination and to maintain a current prospectus relating to
 the Class A Shares issuable upon exercise of the warrants until the expiration of the warrants
 in accordance with the provisions of the warrant agreement. We cannot assure you that
 we will be able to do so if, for example, any facts or events arise which represent
 a fundamental change in the information set forth in the registration statement or
 prospectus, the financial statements contained or incorporated by reference therein
 are not current or correct or the SEC issues a stop order.

 If the Class A Shares issuable upon exercise of the warrants are not registered under the Securities
 Act, we will be required to permit holders to exercise their warrants on a cashless
 basis, in which case the number of Class A Shares that warrant holders will receive upon cashless exercise will be based on
 a formula.

 In no event will warrants be exercisable for cash or on a cashless basis, and we will
 not be obligated to issue any shares to holders seeking to exercise their warrants,
 unless the issuance of the shares upon such exercise is registered or qualified under
 the securities laws of the state of the exercising holder, or an exemption from registration
 or qualification is available. If the issuance of the shares upon exercise of the
 warrants is not so registered or qualified or exempt from registration or qualification,
 the holder of such warrant will not be entitled to exercise such warrant and such
 warrant may have no value and expire worthless. In such event, holders who acquired
 their warrants as part of a purchase of units will have paid the full unit purchase
 price solely for the Class A Shares included in the units. There may be a circumstance where an exemption from
 registration exists for holders of our private placement warrants to exercise their
 warrants while a corresponding exemption does not exist for holders of the warrants
 included as part of units sold in our initial public offering. In such an instance,
 our sponsor and its transferees (which may include our directors and executive officers)
 would be able to sell the ordinary shares underlying their warrants while holders
 of our public warrants would not be able to exercise their warrants and sell the underlying
 ordinary shares. If and when the warrants become redeemable by us, we may exercise
 our redemption right even if we are unable to register or qualify the underlying securities
 for sale under all applicable state securities laws.

 If our Class A Shares are at the time of any exercise of a warrant not listed on a national securities
 exchange such that they satisfy the definition of "covered securities" under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants
 who seek to exercise their warrants to do so for cash and, instead, require them to
 do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to
 file or maintain in effect a registration statement or register or qualify the shares
 underlying the warrants under applicable state securities laws, and in the event we
 do not so elect, we will use commercially reasonable efforts to register or qualify
 the shares underlying the warrants under applicable state securities laws to the extent
 an exemption is not available.

 In no event will we be required to net cash settle any warrant, or issue securities
 (other than upon a cashless exercise as described above) or other compensation in
 exchange for the warrants in the event that we are unable to register or qualify the
 shares underlying the warrants under the Securities Act or applicable state securities
 laws.

 Warrant holders may only be able to exercise their public warrants on a "cashless basis" under certain circumstances, and if a warrant
 holder does so, it will receive fewer Class A Shares from such exercise than if it were to exercise such warrants for cash.

 The warrant agreement provides that in the following circumstances holders of warrants
 who seek to exercise their warrants will not be permitted to do so for cash and will,
 instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A Shares issuable upon exercise of the warrants are not registered under the Securities
 Act in accordance with the terms of the warrant agreement; (ii) if we have so elected
 and the Class A Shares is at the time of any exercise of a warrant not listed on a national securities
 exchange such that they satisfy the definition of "covered securities" under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public
 warrants for redemption. If you exercise your public warrants on a cashless basis,
 you would pay the warrant exercise price by surrendering the warrants for that number
 of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of
 Class A Shares underlying the warrants, multiplied by the excess of the "fair market value"
 (defined below) of our Class A Shares (as defined in the next sentence) over the exercise price of the warrants
 by (y) the fair market value. The "fair market value" for purposes of this calculation
 (other than in connection with a redemption) is the average last reported sale price
 of the Class A Shares for the 10 trading days ending on the third trading day prior to the date
 on which the notice of exercise is received by the warrant agent or on which the notice
 of redemption is sent to the holders of warrants, as applicable. If we have elected
 to call the public warrants for redemption when the price per Class A Share equals or exceeds $18.00 per share, the "fair market value" for purposes of
 this calculation is the volume weighted average price of our Class A Shares for the 10 trading days immediately following the date on which the notice
 of redemption is sent to the holders of warrants. As a result, you would receive fewer
 Class A Shares from such exercise than if you were to exercise such warrants for cash.

 The registration rights granted to our initial shareholders and holders of our private
 placement warrants may make it more difficult to complete our initial business combination,
 and the future exercise of such rights may adversely affect the market price of our
 Class A Shares.

 Pursuant to a registration rights agreement entered into concurrently with our initial
 public offering, our initial shareholders and their permitted transferees can demand
 that we register the Class A Shares that they hold (including Class A Shares into which their Class B Shares are convertible), holders of our private placement warrants and their permitted
 transferees can demand that we register the private placement warrants and the Class A Shares issuable upon exercise of the private placement warrants, holders of warrants
 that may be issued upon conversion of working capital loans may demand that we register
 such warrants or the Class A Shares issuable upon conversion of such warrants and forward purchasers can demand
 that we register the forward purchase securities. We will bear the cost of registering
 these securities.

 The registration and availability of such a significant number of securities for trading
 in the public market may have an adverse effect on the market price of our Class A Shares. In addition, the existence of the registration rights may make our initial
 business combination more costly or difficult to conclude. This is because the shareholders
 of the target business may increase the equity stake they seek in the combined entity
 or ask for more cash consideration to offset the negative impact on the market price
 of our Class A Shares that is expected when the ordinary shares owned by our initial shareholders,
 holders of our private placement warrants or holders of our working capital loans
 or their respective permitted transferees are registered.

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

 Our Articles authorize the issuance of up to
200,000,000 Class A Shares, par value $0.0001 per share, 20,000,000 Class B Shares, par value $0.0001 per share, and 1,000,000 preference
shares, par value $0.0001 per share. As of December 31, 2023, there are 2,119,236 and 5,750,000 issued and outstanding redeemable
Class A Shares and non-redeemable Class A and Class B Shares, respectively. The Class B Shares are automatically convertible into Class
A Shares concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one
ratio but subject to adjustment as set forth herein and in our memorandum and articles of association, including in certain circumstances
in which we issue Class A Shares or equity-linked securities related to our initial business combination. As of the date of this Annual
Report, there are no preference shares issued and outstanding.

 We may issue additional ordinary shares to complete such alternate initial business
 combination or under an employee incentive plan after completion of our initial business
 combination. We may also issue Class A Shares to redeem the warrants or upon conversion of the Class B Shares at a ratio greater than one-to-one at the time of our initial business combination
 as a result of the anti-dilution provisions as set forth therein in connection with
 such alternate initial business combination. However, our memorandum and articles
 of association provides, among other things, that prior to our initial business combination,
 we may not issue additional shares that would entitle the holders thereof to (i) receive
 funds from the Trust Account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our Articles to (x) extend the time we have to consummate a business combination beyond October 29, 2024 or (y) amend the foregoing provisions. These provisions of our memorandum and articles
 of association, like all provisions of our memorandum and articles of association,
 may be amended with a shareholder vote. The issuance of additional ordinary shares
 or preference shares, including pursuant to the forward purchase agreements:

 may significantly dilute the equity interest of investors in our initial public offering;

 may subordinate the rights of holders of Class A Shares if preference shares are issued with rights senior to those afforded our Class A Shares;

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

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

 We may amend the terms of the warrants in a manner that may be adverse to holders
 of public warrants with the approval by the holders of at least 50% of the then-outstanding
 public warrants and forward purchase warrants. As a result, the exercise price of
 your warrants could be increased, the exercise period could be shortened and the number
 of Class A Shares purchasable upon exercise of a warrant could be decreased, all without your
 approval.

 Our warrants were issued in registered form under a warrant agreement between Continental
 Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides
 that the terms of the warrants may be amended without the consent of any holder to
 cure any ambiguity or correct any defective provision but requires the approval by
 the holders of at least 50% of the then-outstanding public warrants to make any change
 that adversely affects the interests of the registered holders of public warrants
 and forward purchase warrants. Accordingly, we may amend the terms of the public warrants
 in a manner adverse to a holder if holders of at least 50% of the then-outstanding
 public warrants and forward purchase warrants approve of such amendment and, solely
 with respect to any amendment to the terms of the private placement warrants or any
 provision of the warrant agreement with respect to the private placement warrants,
 50% of the number of the then-outstanding private placement warrants. Although our
 ability to amend the terms of the public warrants with the consent of at least 50%
 of the then-outstanding public warrants and forward purchase warrants is unlimited,
 examples of such amendments could be amendments to, among other things, increase the
 exercise price of the warrants, convert the warrants into cash or shares (at a ratio
 different than initially provided), shorten the exercise period or decrease the number
 of Class A Shares purchasable upon exercise of a warrant.

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

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

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

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

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

 We have the ability to redeem the outstanding public warrants at any time after they
 become exercisable and prior to their expiration, at a price of $0.01 per warrant,
 provided that the last reported sale price of our Class A Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number
 of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading
 days within a 30 trading-day period ending on the third trading day prior to proper
 notice of such redemption and provided that certain other conditions are met. None
 of the private placement warrants will be redeemable by us in these circumstances
 for so long as they are held by our sponsor or its permitted transferees. If and when
 the warrants become redeemable by us, we may exercise our redemption right even if
 we are unable to register or qualify the underlying securities for sale under all
 applicable state securities laws. As a result, we may redeem the warrants as set forth
 above even if the holders are otherwise unable to exercise the warrants. Redemption
 of the outstanding warrants could force you to (i) exercise your warrants and pay
 the exercise price therefor at a time when it may be disadvantageous for you to do
 so, (ii) sell your warrants at the then-current market price when you might otherwise
 wish to hold your warrants or (iii) accept the nominal redemption price which, at
 the time the outstanding warrants are called for redemption, we expect would be substantially
 less than the market value of your warrants.

 In addition, we have the ability to redeem the outstanding public warrants at any
 time after they become exercisable and prior to their expiration, at a price of $0.10
 per warrant, upon a minimum of 30 days' prior written notice of redemption, provided that the last reported sale price of
 our Class A Shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number
 of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading
 days within a 30 trading-day period ending on the third trading day prior to proper
 notice of such redemption and provided that certain other conditions are met, including
 that holders will be able to exercise their warrants prior to redemption for a number
 of Class A Shares determined based on the redemption date and the fair market value of our Class A Shares. The value received upon exercise of the warrants (i) may be less than the
 value the holders would have received if they had exercised their warrants at a later
 time when the underlying share price is higher and (ii) may not compensate the holders
 for the value of the warrants, including because the number of Class A Shares received is capped at 0.361 Class A Shares per warrant (subject to adjustment) irrespective of the remaining life of
 the warrants.

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

 We issued warrants to purchase 11,500,000 Class A Shares as part of the units offered in our initial public offering and, simultaneously
 with the closing of our initial public offering, we issued in a private placement
 an aggregate of 10,750,000 private placement warrants, each exercisable to purchase
 one Class A Share at $11.50 per share. We may also issue up to 4,800,000 forward purchase warrants
 in connection with the issuance of forward purchase securities under the forward purchase
 agreements. Our initial shareholders (including the New Sponsor) currently own an aggregate of 5,750,000 founder shares, which consists of 5,675,000 Class A Shares held by our Sponsor which 5,650,000 and 25,000 shares were converted from Class B Shares on January 18, 2023 and June 26, 2023, respectively, and 75,000 Class B Shares held by our independent directors. In addition, if our sponsor or an affiliate
 of our sponsor or certain of our officers and directors makes any working capital
 loans, such lender may convert those loans into up to an additional 1,500,000 private
 placement warrants, at the price of $1.00 per warrant.

 To the extent we issue Class A Shares for any reason, the potential for the issuance of a substantial number of
 additional Class A Shares upon exercise of these warrants and conversion rights could make us a less
 attractive acquisition vehicle to a target business. Such warrants, when exercised,
 will increase the number of issued and outstanding Class A Shares and reduce the value of the Class A Shares issued to complete the business combination. Therefore, our warrants and founder
 shares may make it more difficult to effectuate a business transaction or increase
 the cost of acquiring the target business.

 Because each unit contains one-half of one warrant and only a whole warrant may be
 exercised, the units may be worth less than units of other special purpose acquisition
 companies.

 Each unit contains one-half of one warrant. Pursuant to the warrant agreement, no
 fractional warrants will be issued upon separation of the units, and only whole units
 will trade. If, upon exercise of the warrants, a holder would be entitled to receive
 a fractional interest in a share, we will, upon exercise, round down to the nearest
 whole number the number of Class A Shares to be issued to the warrant holder. This is different from other offerings
 similar to ours whose units include one ordinary share and one warrant to purchase
 one whole share. We have established the components of the units in this way in order
 to reduce the dilutive effect of the warrants upon completion of a business combination
 since the warrants will be exercisable in the aggregate for one-half of the number
 of shares compared to units that each contain a whole warrant to purchase one share,
 thus making us, we believe, a more attractive merger partner for target businesses.
 Nevertheless, this unit structure may cause our units to be worth less than if it
 included a warrant to purchase one whole share.

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

 If (i) we issue additional Class A Shares or equity-linked securities for capital raising purposes in connection with
 the closing of our initial business combination at a Newly Issued Price (as defined
 in the warrant agreement) of less than $9.20 per Class A Share, (ii) the aggregate gross proceeds from such issuances represent more than
 60% of the total equity proceeds, and interest thereon, available for the funding
 of our initial business combination on the date of the consummation of our initial
 business combination (net of redemptions), and (iii) the Market Value (as defined
 in the warrant agreement) of our Class A Shares is below $9.20 per share, then the exercise price of the warrants will be
 adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
 and the Newly Issued Price, the $18.00 per share redemption trigger price will be
 adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value
 and the Newly Issued Price, and the $10.00 per share redemption trigger price will
 be adjusted (to the nearest cent) to be equal to the higher of the Market Value and
 the Newly Issued Price. This may make it more difficult for us to consummate an initial
 business combination with a target business.

 An active trading market for our securities may not develop, which would adversely
 affect the liquidity and price of our securities.

 The price of our securities may vary significantly due to one or more potential business
 combinations and general market or economic conditions, including as a result of the
 COVID-19 outbreak and other events (such as terrorist attacks, natural disasters or
 a significant outbreak of other infectious diseases). Furthermore, an active trading
 market for our securities may never develop or, if developed, it may not be sustained.
 You may be unable to sell your securities unless a market can be established and sustained.

 Our warrants are accounted for as a warrant liability and are recorded at fair value
 with any changes in fair value each period reported in earnings, which may have an
 adverse effect on the market price of our securities or may make it more difficult
 for us to consummate an initial business combination.

 We currently have 22,250,000 warrants outstanding. We account for these warrants as
 a warrant liability, which means that we record them at fair value with any changes
 in fair value each period reported in earnings as determined by us based upon a valuation
 report obtained from an independent third-party valuation firm. The impact of changes
 in fair value on earnings may have an adverse effect on the market price of our securities,
 including as a result of increased volatility in our earnings due to fluctuations
 in the value of the warrants as well as increased costs associated with obtaining
 such valuations. In addition, potential targets may seek a business combination partner
 that does not have warrants that are accounted for as a warrant liability, which may
 make it more difficult for us to consummate an initial business combination with a
 target business.

 General Risk Factors

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

 We are a blank check company incorporated under the laws of the Cayman Islands with
 no operating results. Because we lack an operating history, you have no basis upon
 which to evaluate our ability to achieve our business objective of completing our
 initial business combination. If we fail to complete our initial business combination,
 we will never generate any operating revenues.

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

 As of December 31, 2023, we had $13,755 in cash and working capital deficit of $1,291,564. Further, we have incurred and expect to continue to incur significant costs in pursuit
 of our acquisition plans. Our plans to raise capital and to consummate our initial
 business combination may not be successful. These conditions raise substantial doubt
 about our ability to continue as a going concern. Management's plans to address this need for capital are discussed under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this
 Annual Report. The financial statements contained in this Annual Report do not include
 any adjustments that might result from the outcome of this uncertainty.

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

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

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

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

 Provisions in our Articles and Cayman Islands law may inhibit a takeover of us, which could limit the price
 investors might be willing to pay in the future for our Class A Shares and could entrench management.

 Our memorandum and articles of association contains provisions that may discourage
 unsolicited takeover proposals that shareholders may consider to be in their best
 interests. These provisions include a staggered board of directors and the ability
 of the board of directors to designate the terms of and issue new series of preference
 shares, which may make the removal of management more difficult and may discourage
 transactions that otherwise could involve payment of a premium over prevailing market
 prices for our securities.

 Provisions in our memorandum and articles of association and Cayman Islands law may
 have the effect of discouraging lawsuits against our directors and officers.

 Cayman Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers
 and directors, except to the extent any such provision may be held by the Cayman Islands
 courts to be contrary to public policy, such as to provide indemnification against
 willful default, fraud or the consequences of committing a crime. Our memorandum and
 articles of association provide for indemnification of our officers and directors
 to the maximum extent permitted by law, including for any liability incurred in their
 capacities as such, except through their own actual fraud, willful default or willful
 neglect. We purchased a policy of directors' and officers' liability insurance that insures our officers and directors against the cost of defense,
 settlement or payment of a judgment in some circumstances and insures us against our
 obligations to indemnify our officers and directors.

 Our officers and directors have agreed to waive any right, title, interest or claim
 of any kind in or to any monies in the Trust Account, and have agreed to waive any
 right, title, interest or claim of any kind they may have in the future as a result
 of, or arising out of, any services provided to us and will not seek recourse against
 the Trust Account for any reason whatsoever. Accordingly, any indemnification provided
 will only be able to be satisfied by us if (i) we have sufficient funds outside of
 the Trust Account or (ii) we consummate an initial business combination.

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

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

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

 We depend on digital technologies, including information systems, infrastructure and
 cloud applications and services, including those of third parties with which we may
 deal. Sophisticated and deliberate attacks on, or security breaches in, our systems
 or infrastructure, or the systems or infrastructure of third parties or the cloud,
 could lead to corruption or misappropriation of our assets, proprietary information
 and sensitive or confidential data.

 As an early-stage company without significant investments in data security protection,
 we may not be sufficiently protected against such occurrences. We may not have sufficient
 resources to adequately protect against, or to investigate and remediate any vulnerability
 to, cyber incidents. It is possible that any of these occurrences, or a combination
 of them, could have adverse consequences on our business and lead to financial loss.

 Because we are incorporated under the laws of the Cayman Islands, your ability to
 protect your rights through the U.S. Federal courts may be limited.

 We are an exempted company incorporated under the laws of the Cayman Islands. As a
 result, it may be difficult for investors to effect service of process within the
 United States upon our directors or officers, or enforce judgments obtained in the
 United States courts against our directors or officers.

 Our corporate affairs will be governed by our memorandum and articles of association,
 the Companies Act (as the same may be supplemented or amended from time to time) and
 the common law of the Cayman Islands. We will also be subject to the federal securities
 laws of the United States. The rights of shareholders to take action against the directors,
 actions by minority shareholders and the fiduciary responsibilities of our directors
 to us under Cayman Islands law are to a large extent governed by the common law of
 the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively
 limited judicial precedent in the Cayman Islands as well as from English common law,
 the decisions of whose courts are of persuasive authority, but are not binding on
 a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities
 of our directors under Cayman Islands law are different from what they would be under
 statutes or judicial precedent in some jurisdictions in the United States. In particular,
 the Cayman Islands has a different body of securities laws as compared to the United
 States, and certain states, such as Delaware, may have more fully developed and judicially
 interpreted bodies of corporate law. In addition, Cayman Islands companies may not
 have standing to initiate a shareholders' derivative action in a Federal court of the United States.

 We have been advised by our Cayman Islands legal counsel that the courts of the Cayman
 Islands are unlikely: (i) to recognize or enforce against us judgments of courts of
 the United States predicated upon the civil liability provisions of the federal securities
 law of the United States or any state; and (ii) in original actions brought in the
 Cayman Islands, to impose liabilities against us predicated upon the civil liability
 provisions of the federal securities laws of the United States or any state, so far
 as the liabilities imposed by those provisions are penal in nature. In those circumstances,
 although there is no statutory enforcement in the Cayman Islands of judgments obtained
 in the United States, the courts of the Cayman Islands will recognize and enforce
 a foreign money judgment of a foreign court of competent jurisdiction without retrial
 on the merits based on the principle that a judgment of a competent foreign court
 imposes upon the judgment debtor an obligation to pay the sum for which judgment has
 been given, provided certain conditions are met. For a foreign judgment to be enforced
 in the Cayman Islands, such judgment must be final and conclusive and for a liquidated
 sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a
 Cayman Islands judgment in respect of the same matter, impeachable on the grounds
 of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary
 to natural justice or the public policy or the Cayman Islands (awards of punitive
 or multiple damages may well be held to be contrary to public policy). A Cayman Islands
 court may stay enforcement proceedings if concurrent proceedings are being brought
 elsewhere.

 As a result of all of the above, public shareholders may have more difficulty in protecting
 their interests in the face of actions taken by management, members of the board of
 directors or controlling shareholders than they would as public shareholders of a
 United States company.

 Item 1B. Unresolved Staff Comments.

 None.

 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 any. We have not encountered any cybersecurity incidents
 since our IPO.

 Item 2. Properties.

 We do not own any real estate or other physical properties materially important to
 our operation. We currently maintain our principal executive offices at 2349 Collins Avenue, Suite 402, Miami Beach, FL 33141 and our telephone
 number is 949-720-7133. Our executive offices are provided to us by our Sponsor. We consider our current office space adequate for our current operations.

 Item 3. Legal Proceedings.

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

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities.

 Market Information

 Our units, Class A Shares and warrants are each traded on the Nasdaq Global Market under the symbols
 "USCTU," "USCT" and "USCTW," respectively. Our units commenced public trading on October 27, 2021, and our Class A Shares and warrants commenced separate public trading on December 17, 2021.

 Holders

 On April 9, 2024, there was one holder of record
of our Units, 21 holder of records of our Class A Shares, four holders of record of our Class B Shares and 16 holders of record of our
Warrants.

 Dividends

 We have not paid or declared any cash dividends on our ordinary shares to date and
 do not intend to pay cash dividends prior to the completion of our 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 our initial business combination. The payment of any cash
 dividends subsequent to our initial business combination will be within the discretion
 of the board of directors at such time. Our board of directors is not currently contemplating
 and does not anticipate declaring any stock dividends in the foreseeable future.

 Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 None.

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Use of Proceeds

 None

 Item 6. [Reserved].

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The following discussion and analysis of our financial condition and results of operations should be read in conjunction with
 the audited financial statements, including the related notes, contained in this Annual
 Report. Certain information contained in the discussion and analysis set forth below
 includes forward-looking statements that involve risks and uncertainties, including,
 but not limited to, the risks and uncertainties described in "Risk Factors" and "Cautionary
 Note Regarding Forward-Looking Statements." Our actual results may differ materially
 from those anticipated in these forward-looking statements as a result of many factors.

 Overview

 We are a blank check company incorporated in the Cayman Islands for the purpose of
 effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
 or similar business combination with one or more businesses, which we refer to throughout
 this Quarterly Report as our initial business combination.

 We expect to incur significant costs in the pursuit of our initial business combination.
 We cannot assure you that our plans to raise capital or to complete our initial business
 combination will be successful. These factors, among others, raise substantial doubt
 about our ability to continue as a going concern.

 Proposed Business Combination

 On January 10, 2023, the Company entered into a business combination agreement with Wejo Group
 Limited, an exempted company limited by shares incorporated under the laws of Bermuda
 (" Wejo ") and Green Merger Subsidiary Limited, an exempted company incorporated under the
 laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (the " Merger Sub 1 ") and upon execution of a joinder to the business combination agreement, each of
 Wejo Holdings Limited, an exempted company limited by shares incorporated under the
 laws of Bermuda and a wholly owned subsidiary of Wejo (" Holdco ") and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated
 under the laws of Bermuda and a wholly owned Subsidiary of Holdco (the " Merger Sub 2," and together with Merger Sub 1, the " Merger Subs ") (as it may be amended, restated, supplemented or otherwise modified from time to
 time, the " Business Combination Agreement ").

 On June 25, 2023, the Company, Wejo, Holdco, Merger Sub 1 and Merger Sub 2 entered into that
 certain Mutual Termination Agreement ("Termination Agreement") pursuant to which the parties mutually agreed to terminate the Business Combination
 Agreement pursuant to Section 7.1(a) thereof. The Termination Agreement also includes mutual releases of the parties.
 No party will be required to pay a termination fee as a result of the mutual decision
 to enter into the Termination Agreement.

 The termination of the Business Combination Agreement also terminated the Voting Agreement,
 dated as of January 10, 2023 ("Wejo Voting Agreement") between the Company and certain shareholders of
 Wejo and the Voting Agreement, dated as of January 10, 2023 (the "Sponsor Voting Agreement") between the Company, Sponsor and Directors,
 pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively.

 Conversion of Class B Shares

 Effective as of January 18, 2023, pursuant to the terms of the Company's Amended and Restated Memorandum and Articles of Association (the " Articles "), the Sponsor elected to convert 5,650,000 Class B ordinary shares held by
 it on a one-for-one basis into Class A ordinary shares, with immediate effect. On
 June 28, 2023, holders of an aggregate of 25,000 outstanding Class B ordinary shares elected
 to convert those shares on a one-for-one basis into Class A ordinary shares, with
 immediate effect, leaving 75,000 Class B ordinary shares outstanding.

 Extensions

 On January 27, 2023, the Company received shareholder approval to amend its Articles to extend
 the date by which it must complete an initial business combination from January 29, 2023 to June 29, 2023 (the " Extension "). Shareholders also approved an amendment to the Company's Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company
 as trustee (the " Trust Agreement "), to make a corresponding extension to the date the Company must commence liquidation
 of the Trust Account from January 29, 2023 to June 29, 2023. In connection with the vote to approve the Extension, the holders of 17,533,296
 Class A Shares properly exercised their right to redeem their shares for cash at a
 redemption price of approximately $10.38 per share, for an aggregate redemption amount
 of approximately $181.9 million. After the satisfaction of such redemptions, the balance
 in the Company's Trust Account was approximately $56.7 million.

 On June 28, 2023, the Company held an extraordinary
general meeting (the "Second Extraordinary General Meeting "). At the Extraordinary
General Meeting, the shareholders approved a proposal (the "Second Extension Amendment
Proposal ") to amend the Company's Amended and restated memorandum and articles of association (the " Articles ")
to extend the date that the Company has to consummate a business combination from June 29, 2023 to October 29, 2024 (the " Extension
Amendment "). The shareholders also approved a proposal (the "Second Trust
Agreement Amendment Proposal ") to amend the Company's Trust Agreement,
to make a corresponding extension to the date by which the Trustee is obligated to liquidate the trust account to the later of (A) June 29,
2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO
provided that the Sponsor or its designee deposits the Monthly Deposit (as defined below) into the trust account), or (B) such later
date as may be approved by the Company's shareholders in accordance with the Company's amended and restated memorandum and
articles of association. The term " Monthly Deposit " is defined in the Amendment
to mean an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding.
In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 3,347,468 Class A ordinary shares properly
exercised their right to redeem their shares for cash at a redemption price of approximately $10.64 per share, for an aggregate redemption
amount of approximately $35,601,649. As of the date of these financial statements, the Company has deposited an aggregate of $540,000
into the trust account for a total of nine Monthly Deposits, thereby extending the Business Combination period to March 29, 2024.

 Working Capital Advance

 On January 26, 2023, in connection with the proposed Business Combination, Sponsor entered into
 a promissory note (the " Phelan Note ") with Daniel Phelan (" Lender "), which provides for working capital for the Company in an aggregate principal amount
 of up to $750,000. The Phelan Note was amended and restated on March 9, 2023. As of January 27, 2023, the Company had drawn $250,000 under the Phelan Note and subsequently advanced
 these funds to the Company. The Phelan Note is non-interest bearing and non-convertible.
 All unpaid principal accrued under the Phelan Note will be repaid at the closing of
 the Business Combination or the earlier termination of the Business Combination Agreement
 in certain circumstances specified in the Phelan Note. In consideration for the Phelan
 Note, Sponsor agreed to pay to the Lender at the closing of the Business Combination
 a commitment fee equal to 50% of the then-outstanding principal balance of the Phelan
 Note up to a maximum of $375,000. If the Business Combination does not close, the
 commitment fee will not be paid. As of December 31, 2023, the Sponsor forgave the debt and the Company recorded a contribution from
 sponsor of $250,000. In addition, the Company recorded a $125,000 expense and a corresponding
 increase in additional paid in capital related to the commitment fee that will be
 paid by the Sponsor upon the closing of the Business Combination.

 Results of Operations

 We have neither engaged in any operations nor generated any revenues to date. Our
 only activities since inception have been organizational activities and those necessary
 to prepare for our initial public offering. We will not generate any operating revenues
 until after completion of our initial business combination. We generate non-operating
 income in the form of interest income on cash and cash equivalents. Our expenses have
 increased substantially after the closing of our initial public offering 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 net income of $2,586,752 which consists of forgiveness of debt of
 $4,692,176 and interest earned on marketable securities held in the Trust Account
 of $2,509,662, offset by operational costs of $4,416,661, interest expense of $125,000
 and the change in fair value of warrant liabilities of $73,425.

 For the year ended December 31, 2022, we had net income of $11,245,341 which consists of the change in fair value
 of warrant liabilities of $10,197,175 and interest earned on marketable securities
 held in the Trust Account of $3,383,885, offset by formation and operational costs
 of $2,335,719.

 Liquidity, Capital Resources and Going Concern

 Until the consummation of the initial public offering, our only source of liquidity
 was an initial purchase of Founder Shares by our Former Sponsor, TKB Sponsor, LLC, for $25,000 and a $300,000 loan from our Former Sponsor which has been repaid in full in connection with the closing of the IPO.

 On October 29, 2021, we consummated the initial public offering of 23,000,000 units, at $10.00
 per unit, which included the full exercise by the underwriters of their over-allotment
 option in the amount of 3,000,000 units, generating gross proceeds of $230,000,000.

 Simultaneously with the closing of the initial public offering, the Company completed
 the private sale of an aggregate of 10,750,000 warrants to our sponsor at a purchase
 price of $1.00 per private placement warrant, generating gross proceeds to the Company
 of $10,750,000.

 A total of $234,600,000 of the proceeds from the initial public offering and the sale
 of the private placement warrants were placed in a U.S.-based Trust Account at J.P.
 Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company,
 acting as trustee.

 Transaction costs of the initial public offering amounted to $21,140,059, consisting
 of $3,850,000 of underwriting discount, $8,800,000 of deferred underwriting discount,
 $7,748,431 of excess fair value of Founder Shares and $741,628 of actual offering
 costs. Of these amounts, $19,774,814 was recorded to additional paid-in capital and
 $1,365,245 costs related to the warrant liability was expensed immediately using the
 residual allocation method.

 For the year ended December 31, 2023, net
cash used in operating activities was $862,990. Net income of $2,586,752 was adjusted by $4,692,176 of forgiveness of debt and $2,509,662
of interest income on marketable securities held in trust, a $73,425 change in fair value of warrant liabilities and $125,000 of interest
expense. Changes in operating assets and liabilities provided $3,553,671 of cash for operating activities.

 For the year ended December 31, 2022, net cash used in operating activities was $606,240. Net income of $11,245,341
 was adjusted by $3,383,885 of interest income on marketable securities held in trust,
 $10,197,175 change in fair value of warrant liabilities, and $1,729,479 changes in
 operating assets and liabilities.

 As of December 31, 2023, we had marketable securities held in the trust account of $23,332,031 (including
 approximately $1,355,824 of interest income and unrealized gains) consisting of securities
 held in a money market fund that invests in U.S. Treasury securities with a maturity
 of 185 days or less.

 As of December 31, 2023, we had cash of $13,755 held outside the trust account. We intend to use the
 funds held outside the trust account primarily to identify and evaluate target businesses,
 perform business due diligence on prospective target businesses, travel to and from
 the offices, plants or similar locations of prospective target businesses or their
 representatives or owners, review corporate documents and material agreements of prospective
 target businesses, and structure, negotiate and complete a business combination.

 On July 1, 2023 the Company entered into a promissory note with the Buyers for up to an aggregate
 of $1,000,000 (the "2023 Promissory Note). The 2023 Promissory Note is non-interest bearing and
 payable upon the earlier of the date on which the Company consummates an initial business
 combination, the liquidation of the Company, or October 29, 2024. The Note does not bear any interest. As of December 31, 2023, the company had drawn $682,508 on the 2023 Promissory Note and had $317,492 available to be drawn.

 We expect that we will need to raise additional funds in order to meet the expenditures
 required for operating our business prior to our initial business combination. We
 expect to incur significant costs related to identifying a target business, undertaking
 in-depth due diligence and negotiating an initial business combination. These conditions
 raise substantial doubt about the Company's ability to continue as a going concern for a period of time within one year from
 the date that the financial statements are issued. In order to fund working capital
 deficiencies or finance transaction costs in connection with an intended initial business
 combination, our sponsor or an affiliate of our sponsor or certain of our officers
 and directors may, but are not obligated to, loan us funds as may be required. If
 we complete our initial business combination, we will repay such loaned amounts. In
 the event that our initial business combination does not close, we may use a portion
 of the working capital held outside the Trust Account to repay such loaned amounts
 but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000
 of such loans may be convertible into warrants of the post-business combination entity
 at a price of $1.00 per warrant at the option of the lender. The warrants would be
 identical to the private placement warrants. The terms of such loans, if any, have
 not been determined and no written agreements exist with respect to such loans. Prior
 to the completion of our initial business combination, we do not expect to seek loans
 from parties other than our sponsor or an affiliate of our sponsor as we do not believe
 third parties will be willing to loan such funds and provide a waiver against any
 and all rights to seek access to funds in our Trust Account.

 The Company's assessed going concern considerations
in accordance with the Financial Accounting Standard Board's Accounting Standards Codification (" ASC ")
Topic 205-40, "Basis of Presentation – Going Concern". The Company has until March 29, 2024 (absent any extensions
of such period by the Company's public shareholders) to consummate an initial business combination. While the Company intends to
complete an initial business combination by such date, it is uncertain that the Company will be able to consummate the proposed Business
Combination by that time. If an initial 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 an initial
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 March 29, 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 obligations, capital lease obligations, operating
 lease obligations, purchase obligations or other long-term liabilities, other than
 described below.

 We had an agreement to pay our sponsor a monthly fee of $10,000 for office space,
 utilities and administrative support. We began incurring these fees on October 29, 2021 and incurred these fees monthly through June 28, 2023 when the agreement was terminated.

 The underwriters of the initial public offering are entitled to a deferred fee $8,800,000.
 The deferred fee will become payable to the underwriters from the amounts held in
 the Trust Account solely in the event that we complete our initial business combination,
 subject to the terms of the underwriting agreement. In June 2023, the underwriters agreed to waive its entitlement to the deferred underwriting
 commission of $8,800,000 to which it became entitled upon completion of the Company's Initial Public Offering, subject to the consummation of the Transaction.

 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. Significant estimates include
 the fair value of warrant liabilities, which requires a Black-Scholes model to fair
 value the warrants. We have identified the following critical accounting policies:

 Warrant Liabilities

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

 For issued or modified warrants that meet all of the criteria for equity classification,
 the warrants are required to be recorded as a component of additional paid-in capital
 at the time of issuance. For issued or modified warrants that do not meet all the
 criteria for equity classification, the warrants are required to be recorded at their
 initial fair value on the date of issuance, and each balance sheet date thereafter.
 Changes in the estimated fair value of the warrants are recognized as a non-cash gain
 or loss on the statements of operations. See Note 9 for valuation methodology of warrants.

 Class A Shares Subject to Possible Redemption

 The Company accounts for its ordinary shares subject to possible redemption in accordance
 with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are
 classified as a liability instrument and are measured at fair value. Conditionally
 redeemable ordinary shares (including ordinary shares that feature redemption rights
 that are either within the control of the holder or subject to redemption upon the
 occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, ordinary shares
 are classified as shareholders' deficit. The Company's ordinary shares feature certain redemption rights that are considered to be outside
 of the Company's control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, ordinary shares subject to possible redemption are presented at
 redemption value as temporary equity, outside of the shareholders' deficit section of the Company's balance sheets.

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

 Net Income Per Ordinary Share

 The Company complies with accounting and disclosure requirements of FASB ASC Topic
 260, "Earnings Per Share". Net income per ordinary share is computed by dividing net
 income by the weighted average number of ordinary shares outstanding for the period.
 The Company has two classes of ordinary shares, which are referred to as Class A Shares
 and Class B Shares. Income and losses are shared pro rata between the two classes
 of ordinary shares. Accretion associated with the redeemable Class A Shares is excluded
 from earnings per share as the redemption value approximates fair value. The calculation
 of diluted income per share does not consider the effect of the warrants issued in
 connection with the (i) IPO and (ii) the private placement since the exercise of the
 warrants is contingent upon the occurrence of future events. The warrants are exercisable
 to purchase 22,250,000 Class A Shares in the aggregate. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts
 that could, potentially, be exercised or converted into ordinary shares and then share
 in the earnings of the Company.

 Recent Accounting Standards

 In August 2020, the FASB issued ASU No. 2020-06,
"Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's
Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" (" ASU
2020-06 "), which simplifies accounting for convertible instruments by removing major separation models required under current
GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception
and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning
after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently
assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

 In December 2023, the FASB issued ASU 2023-09, Income
Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective
tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income
tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing
and impacts of adoption of this ASU.

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

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K,
 we are not required to provide the information required by this Item.

 Item 8. Financial Statements and Supplementary Data.

 Our financial statements and notes thereto begin on page F-1.

 Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls and procedures are controls and other procedures 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 management, including our Co-Chief Executive Officers and Chief Financial Officer (together, the " Certifying Officers "), or persons performing similar functions, as appropriate, to allow timely decisions
 regarding required disclosure.

 Under the supervision and with the participation
of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing,
our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by
this Report, due to the material weaknesses in our internal control over financial reporting related to the Company's accounting
for complex financial instruments and the approval procedures for shareholder redemptions.

 In light of these material weaknesses, we have
enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances
of the complex accounting standards that apply to our financial statements and our review and approval process of shareholder redemptions,
including making greater use of third-party professionals with whom we consult regarding 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. We believe our efforts will enhance our controls relating to accounting for complex financial transactions and the process of
shareholder redemption approvals, but we can offer no assurance that our controls will not require additional review and modification
in the future as industry accounting practice may evolve over time.

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

 Item 9B. Other
Information

 Not
applicable

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
appli cable

 Item 10. Directors, Executive Officers and Corporate Governance.

 Officers and Directors

 Name

 Age

 Position

 Byron Roth

 Co-Chief Executive Officer; Chairman; Director

 John Lipman

 Co-Chief Executive Officer; Director

 Aaron Gurewitz

 Co-President

 Rick Hartfiel

 Co-President

 Joseph Tonnos

 Chief Financial Officer; Chief Investment Officer

 Ryan Hultstrand

 Co-Chief Operating Officer

 Matthew Day

 Co-Chief Operating Officer

 Adam Rothstein

 Independent Director

 Sam Chawla

 Independent Director

 Christopher Bradley

 Independent Director

 Byron Roth has been the Chairman and Chief Executive Officer of Roth Capital Partners, LLC, a
 privately-owned investment banking firm, since 1998. Under his management, the firm
 has helped raise over $100 billion for small-cap companies, as well as advising on
 many merger and acquisition transactions. Mr. Roth through his ownership in Waco Limited, LLC, an affiliate of Roth Capital Partners,
 is a co-founder of three private investment firms: Rx3 Ventures, LP, an influencer
 fund focused on consumer growth investments; RIVI Capital, LLC, concentrated in the
 mining sector; and Aceras Life Sciences, LLC, an in-house incubator focused on funding
 the development of novel medical innovations. Mr. Roth is on the board of managers for the management companies of RX3 and RIVI. In
 addition, Mr. Roth co-founded two long only asset management firms: Cortina Asset Management, recently
 acquired by Silvercrest Asset Management (NASDAQ: SAMG), and EAM Investors, LLC, of
 which he is currently a director. Mr. Roth was the Chief Executive Officer and Chairman of the Board of Roth CH Acquisition
 I Co. which completed a business combination with PureCycle Technologies LLC. He was
 the Chief Executive Officer and Chairman of the Board of Roth CH Acquisition II Co.
 which completed a business combination with Reservoir Holdings, Inc. He was the Co-Chief
 Executive Officer and Chairman of the Board of Roth CH Acquisition III Co. which completed
 its business combination with QualTek HoldCo, LLC. Mr. Roth was also the Co-Chief Executive Officer and Chairman of the Board of Roth CH
 Acquisition IV Co. which completed its business combination with Tygo Energy, Inc.
 He is currently the Co-Chief Executive Officer and Co-Chairman of the Board of Roth
 CH Acquisition V Co., a special purpose acquisition company. Mr. Roth is a member of the Advisory Council, Executive Committee and serves as the Chairman
 on the Nominating Committee for the Cornell SC Johnson College of Business. He is
 a founding member of the University of San Diego Executive Cabinet for the Athletic
 Department and former member of the Board of Trustees, where he served on the Investment
 Committee for the university's endowment and athletic department for nine years. Mr. Roth also serves as Chair of the Pacific Region Board of Trustees and is on the Board
 of Governors for the Boys and Girls Club of America. He sits on the Board of Directors
 for the Lott IMPACT Foundation, whose Lott IMPACT Trophy is presented annually to
 the college football defensive IMPACT player of the year for their contribution on
 and off the field. Mr. Roth was the 2021 annual honoree for the Elephant Cooperation, received the 2018 Athletes
 First Classic Golden Heart Award benefiting the Orangewood Foundation, and was the
 honoree at the Challenged Athletes Foundation (CAF) 2015 Celebration of Heroes, Heart
 and Hope Gala. Mr. Roth earned his BBA from the University of San Diego in 1985 and his MBA from the
 Cornell SC Johnson College of Business in 1987. Mr. Byron Roth is the brother of Mr. Gordon Roth.

 John Lipman joined Craig-Hallum in 2012 and has more than 16 years of investment banking experience
 advising growth companies in the healthcare, industrial and technology sectors. Mr. Lipman has completed over 200 equity, convertible and debt offerings and advisory
 assignments for growth companies, including over 150 since joining Craig-Hallum. Prior
 to joining Craig-Hallum, Mr. Lipman was a Managing Director at Rodman & Renshaw LLC, and Carter Securities LLC,
 a firm he founded that specialized in raising equity, equity-linked, and debt capital
 for growth companies. Mr. Lipman has over 20 years investing experience in small capitalization companies, and
 started his career in venture capital and investor relations. He was the COO & Director
 of Roth CH Acquisition I Co. until its merger with PureCycle Technologies, Inc. in
 March 2021 and Roth CH Acquisition II Co. until its merger with Reservoir Media, Inc. in
 July 2021 as well as Co-CEO & Director of Roth CH Acquisition III Co. until its merger with
 QualTek Services, Inc. in February 2022. He was Co-CEO & Director of Roth CH Acquisition IV. Co. until its merger with
 Tigo Energy, Inc. as well as Co-Chairman & Co-CEO of Roth CH Acquisition V Co. Mr. Lipman earned his B.A. in Economics in 1999 from Rollins College in Winter Park, FL.

 Aaron Gurewitz Mr. Gurewitz has been a Managing Director and the Head of Roth's Equity Capital Markets Department since January 2001. Mr. Gurewitz brings over 25 years of investment banking experience focused on growth companies.
 Since joining Roth in 1999, Mr. Gurewitz has managed over 1,000 public offerings including, but not limited to, IPOs
 and follow-on offerings. Prior to joining Roth in 1999, Mr. Gurewitz was a Senior Vice President in the Investment Banking Group at Friedman Billings
 Ramsey from May 1998 to August 1999. From 1995 to April 1998, Mr. Gurewitz was a Vice President in the Corporate Finance Department at Roth, and from
 1999 to 2001, Mr. Gurewitz served as a Managing Director in Roth's Investment Banking Department. Mr. Gurewitz is the Co-President of Roth CH Acquisition V Co. Mr. Gurewitz was the Co-President of Roth CH Acquisition I Co., Roth CH Acquisition II
 Co. and Roth CH Acquisition III Co. and Roth CH Acquisition IV Co. Mr. Gurewitz graduated cum laude from San Diego State University with a B.S. in Finance.

 Rick Hartfiel has been the Head of Investment Banking at Craig-Hallum since 2005. Mr. Hartfiel brings over 30 years of investment banking experience focused on emerging
 growth companies. Since joining Craig-Hallum in 2005, Mr. Hartfiel has managed over 300 equity offerings (IPOs, follow-on offerings, registered
 direct offerings and PIPEs) and M&A transactions. Prior to joining Craig-Hallum, Mr. Hartfiel was an investment banker at Dain Rauscher Wessels and Credit Suisse First
 Boston. Mr. Hartfiel is the Co-President of Roth CH Acquisition V Co. Mr. Hartfiel was the Co-President of Roth CH Acquisition I Co., Roth CH Acquisition II
 Co., Roth CH Acquisition III Co. and Roth CH Acquisition IV Co. Mr. Hartfiel has a B.A. from Amherst College, and an MBA from Harvard Business School.

 Joseph Tonnos, who serves as our Chief Financial Officer and Chief Investment Officer, has been a Managing Director at Roth Capital Partners since
 April of 2023. Mr. Tonnos has over 13 years of experience investing in and advising acquisition candidates,
 completing due diligence, financial modeling and deal structuring. From 2021 to 2023,
 Mr. Tonnos served as a Principal and Associate Portfolio Manager at Meteora Capital, an
 investment adviser specializing in SPAC-related, structured and illiquid investments
 and was the Chief Financial Officer of GSR II Meteora Acquisition Corp., a SPAC sponsored
 by Meteora which completed a business combination with Bitcoin Depot, Inc. During
 2021, Mr. Tonnos also served as an Associate Portfolio Manager at Glazer Capital. From 2017
 until 2021, Mr. Tonnos worked at Mistral Equity Partners, a consumer & retail focused investment group
 as a Principal. From 2017 until 2022, Mr. Tonnos served as the Senior Vice President of Haymaker I, II, and III, three special
 purpose acquisition companies affiliated with Mistral Equity Partners. Haymaker I,
 II and III all successfully completed business combinations with OneSpaWorld Ltd.,
 ARKO Holdings Ltd. and Biote Corp. respectively. His experience spans evaluating,
 executing, structuring and monitoring public, private and venture capital investments.
 He has advised companies and shareholders on capital raising, mergers, acquisitions,
 divestitures, leveraged buyouts and capital structure alternatives. Mr. Tonnos is also the Co-Founder of Ketch Ventures, an early-stage consumer investment
 syndicate. In the last five years he served or continues to serve on the several boards,
 including Worldwise, Inc., a privately held pet products company, Los Sundays Tequila,
 a lifestyle beverage company, and Aether Diamonds, a carbon-negative diamond producer,
 among others. Mr. Tonnos has also been a board observer of The Lovesac Company, Inc. (NASDAQ: LOVE)
 from 2017 until 2021 and serves on the Board of Advisors at Niagara University. Prior
 to Mistral, Mr. Tonnos served as an investment banker at Bank of America Merrill Lynch and Lazard
 and as a foreign exchange trader at CIBC Capital Markets. Mr. Tonnos received his B.S. and M.B.A. from Niagara University, graduating magna cum
 laude.

 Ryan Hultstrand joined Craig-Hallum in 2013, and has been a Managing Director in the Investment Banking
 department since January 2022. Mr. Hultstrand was previously a Vice President of Craig-Hallum from January 2018 until January 2022. Mr. Hultstrand has over 10 years of experience in investment banking and consulting in
 the healthcare, consumer, industrial and technology sectors, with a focus on SPACs.
 Mr. Hultstrand is the Co-Chief Operating Officer of Roth CH Acquisition V Co. (NASDAQ:
 ROCL). Mr. Hultstrand has a B.A. from Carleton College.

 Matthew Day is a Managing Director in the Investment Banking department at Roth with a focus on
 Business Services and Technology. Prior to joining Roth in 2019, Mr. Day spent 12 years as a senior equity analyst at Sagard Capital Partners, an investment
 firm that built and managed large minority positions in U.S. and Canadian publicly
 traded companies. At Sagard, Mr. Day focused primarily on businesses in the business services, industrial and consumer
 sectors. Prior to this role, he was a senior equity analyst and private equity associate
 at Xylem Investments from 2002 to 2006, where he served on boards of three private
 forestry companies in New Zealand, Chile and Venezuela. From 2000 to 2002, Mr. Day was an investment banking associate at Lehman Brothers in the global technology
 group. He also worked as an associate and analyst at Barclays Capital from 1995 to
 1999, where he focused on the telecom, media and transportation industries. Mr. Day is the Co-Chief Operating Officer of Roth CH Acquisition V Co and was previously
 the Co-Chief Operating Officer of Roth CH IV Acquisition Co. Mr. Day has a B.S. in Finance from Boston College and an MBA from the University of California
 Berkeley Haas School of Business.

 Adam Rothstein is a member of our Audit Committee and a member of the Board. Mr. Rothstein is a Co-Founder and General Partner of Disruptive Technology Partners, an
 Israeli technology-focused early-stage investment fund, Disruptive Growth, a collection
 of late-stage investment vehicles focused on Israeli technology, and the Disruptive
 Technologies Opportunity Fund which he co-founded in 2013, 2014 and 2018 respectively.
 Since 2014, Mr. Rothstein has also been the Managing Member of 1007 Mountain Drive Partners, LLC,
 which is a consulting and investment vehicle. Previously, Mr. Rothstein was a sponsor and the Executive Chairman of 890 5th Avenue Partners, Inc.
 (NASDAQ: ENFA) from September 2020 until December 2021. 890 5th Avenue Partners, Inc. was a special purpose acquisition company that
 merged with Buzzfeed, Inc. in December of 2021 and is now publicly listed on NASDAQ
 as Buzzfeed, Inc. (NASDAQ: BZFD). In December of 2021, Mr. Rothstein was named a Director of Buzzfeed, Inc. and a member of its Audit Committee. (NASDAQ: BZFD). Mr. Rothstein was also a Sponsor and Director of Roth CH Acquisition I Co. (NASDAQ: ROCH),
 from May 2020 until March 2021. Roth CH Acquisition I was a special purpose acquisition company that merged with
 PureCycle Technologies LLC and is now publicly listed on NASDAQ as PureCycle Technologies,
 Inc. (NASDAQ: PCT). From December 2020 until July 2021, Mr. Rothstein was a Sponsor and Director of Roth CH Acquisition II Co. (NASDAQ: ROCC).
 Roth CH Acquisition II was a special purpose acquisition company that merged with
 Reservoir Holdings, Inc. in July 2021, and in July of 2021, Mr. Rothstein was named a Director of Reservoir Media, Inc. and a member of its Audit
 Committee (NASDAQ: RSVR). Mr. Rothstein was also a Sponsor and Director of Roth CH Acquisition III Co. (NASDAQ:
 ROCR) from March 2021 until February 2022. Roth CH Acquisition III Co. was a special purpose acquisition company that merged
 with BCP QualTek HoldCo, LLC. Mr. Rothstein was also a director of Roth CH Acquisition IV Co. (NASDAQ: ROCG), a special
 purpose acquisition company, from August 2021 to May 2023. Roth CH Acquisition IV Co. was a special purpose acquisition company that merged
 with Tigo Energy, Inc. and is now publicly listed on NASDAQ as Tigo Energy, Inc. (NASDAQ:
 TYGO). Since November 2021, Mr. Rothstein has been a Director and member of the Audit Committee of Roth CH Acquisition
 V Co. Roth CH Acquisition V Co is a special purpose acquisition company, (NASDAQ:
 ROCL). From July 2019 until January 2021, Mr. Rothstein was a Director of Subversive Capital Acquisition Corp. (NEO: SVC.A.U) (OTCQX:
 SBVCF), a special purpose acquisition company that partnered with Shawn "JAY-Z" Carter
 and Roc Nation in January 2021 to acquire CMG Partners Inc. and Left Coast Ventures, Inc. and which now trades
 as Gold Flora Corp. (NEO: GRAM.U). Mr. Rothstein has over 25 years of investment experience and currently sits on the Boards
 of Directors of several early- and mid-stage technology and media companies both in
 the United States and in Israel. Mr. Rothstein graduated summa cum laude with a Bachelor of Science in Economics from the
 Wharton School of Business at the University of Pennsylvania and has a Master of Philosophy
 (MPhil) in Finance from the University of Cambridge.

 Sam Chawla Mr. Chawla has been a Portfolio Manager of Perceptive Advisors LLC, an investment fund
 focused on the healthcare sector, since 2013. Prior to joining Perceptive Advisors
 in 2013, Mr. Chawla was a Managing Director at UBS Investment Bank ("UBS") in the Global Healthcare
 Group. Mr. Chawla's investment banking experience centered on strategic advisory work for both public
 and private healthcare companies. Prior to joining UBS in September 2010, Mr. Chawla was a Director (from January 2009 to September 2010) and a Vice President (from July 2007 to January 2009) in the Healthcare Investment Banking Group of Credit Suisse, which Mr. Chawla originally joined as an investment banker in 2002. Mr. Chawla also worked at Bloomberg L.P. and Pelican Life Sciences. Mr. Chawla received an M.B.A. from Georgetown University and a B.A. in Economics from
 Johns Hopkins University.

 Christopher Bradley Christopher Bradley, our Board Member, is a Managing Director at Mistral Equity Partners,
 which he joined in 2008. Mr. Bradley brings over 20 years of experience in identifying acquisition candidates,
 board service, due diligence experience including accounting and financial modeling
 acumen, and a background in deal structuring. He currently serves as the Chief Financial
 Officer of Haymaker Acquisition Corp. IV and previously served as the Chief Financial
 Officer of Haymaker Acquisition Corp. III until it completed its business combination
 in May 2022 with biote, Corp., and has since been retained by biote as an advisor. Mr. Bradley served as the Chief Financial Officer and Secretary of Haymaker Acquisition
 Corp. II from 2019 until its merger with ARKO (NASDAQ:ARKO) in December 2020. He served as the Chief Financial Officer and Secretary of Haymaker Acquisition
 Corp. I from 2017 until its business combination with OneSpaWorld (NASDAQ:OSW) in
 December 2019. Since 2016, Mr. Bradley has served as a member of the board of directors of The Beacon Consumer incubator
 Fund, a venture capital fund that invests in consumer technology companies. Mr. Bradley also previously served on the board of directors of Creminelli Fine Meats,
 LLC, a privately held premium-priced charcuterie wholesaler from 2016 to January 2020 and The Lovesac Company, Inc. (NASDAQ:LOVE) from 2010 to 2019. Mr. Bradley has also guided Mistral portfolio companies in an operational role and, through
 Mistral, served on the board of Jamba, Inc. (NASDAQ: JMBA) from 2009 to 2013. Prior
 to Mistral, Mr. Bradley served as an investment banker at Banc of America Securities from 2005 to
 2006, a Manager in Burger King's strategy group in 2004, and a Manager at PricewaterhouseCoopers management consulting
 practice from 1999 to 2004. He is also currently serving on the advisory board of
 Growth For Good Acquisition Corp (NASDAQ:GFGD) ("GFGD"), a blank check company that
 currently intends to merge with Zero Nox, Inc., an off-highway electrification provider,
 as well as Carnegie Park Capital, a private investment fund.

 Number and Terms of Office of Officers and Directors

 Our Board of Directors consists of five members. The provisions of our amended and restated memorandum and articles of association
 regarding director term may only be amended by a special resolution passed by at least
 90% of our ordinary shares voting in a general meeting. Prior to our initial business
 combination, subject to any other special rights applicable to the shareholders, any
 vacancies on our Board of Directors may be filled by the affirmative vote of a majority
 of the directors present and voting at the meeting of our board or by a majority of
 the holders of our Class B ordinary shares. 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 amended and restated memorandum and articles of association
 as it deems appropriate. Our amended and restated memorandum and articles of association
 provide that our officers may consist of a Chairman, Chief Executive Officer, President,
 Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer
 and such other offices as may be determined by the Board of Directors.

 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 officers as it deems appropriate pursuant to our memorandum
 and articles of association.

 Director Independence

 Nasdaq listing standards require that a majority of our Board of Directors be independent
 within one year of our initial public offering. An "independent director" is defined
 generally as a person other than an officer or employee of the Company or its subsidiaries
 or any other individual having a relationship which in the opinion of the Company's Board of Directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director.
 Our Board of Directors has determined that each of our independent directors, Adam Rothstein, Sam Chawla and Christopher Bradley, is an "independent director" as defined in the Nasdaq listing standards and applicable
 SEC rules. Our audit committee and compensation committee is entirely composed of
 independent directors meeting Nasdaq's and the SEC's additional requirements applicable to members of those committees. In addition,
 our independent directors will have regularly scheduled meetings at which only independent
 directors are present.

 Committees of the Board of Directors

 Pursuant to Nasdaq listing rules, we have established two standing committees - an
 audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act and a compensation committee, each comprised of independent
 directors. Under Nasdaq listing rule 5615(b)(1), a company listing in connection with its initial public offering is permitted
 to phase in its compliance with the independent committee requirements.

 Audit Committee

 We have established an audit committee of the Board of Directors. Adam Rothstein, Sam Chawla and Christopher Bradley serve as members of our audit committee and Christopher Bradley will serve as its
 chair. Under the Nasdaq listing standards and applicable SEC rules, we are required
 to have at least three members of the audit committee, all of whom must be independent,
 subject to certain phase-in provisions. Each such member of our audit committee meets
 the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act.

 Each member of the audit committee is financially literate and our Board of Directors
 has determined that Christopher Bradley qualifies as an "audit committee financial
 expert" as defined in applicable SEC rules and has accounting or related financial
 management expertise.

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

 assisting board oversight of (1) the integrity of our financial statements, (2) our
 compliance with legal and regulatory requirements, (3) our independent registered
 public accounting firm's qualifications and independence, and (4) the performance of our internal audit function
 and independent registered public accounting firm; the appointment, compensation,
 retention, replacement and oversight of the work of the independent auditors and any
 other independent registered public accounting firm engaged by us;

 pre-approving all audit and non-audit services to be provided by the independent auditors
 or any other registered public accounting firm engaged by us, and establishing pre-approval
 policies and procedures; reviewing and discussing with the independent registered
 public accounting firm all relationships the auditors have with us in order to evaluate
 their continued independence;

 setting clear policies for audit partner rotation in compliance with applicable laws
 and regulations; obtaining and reviewing a report, at least annually, from the independent
 registered public accounting firm describing (1) the independent registered public
 accounting firm's internal quality-control procedures and (2) any material issues raised by the most
 recent internal quality-control review, or peer review, of the audit firm, or by any
 inquiry or investigation by governmental or professional authorities, within the preceding
 five years respecting one or more independent audits carried out by the firm and any
 steps taken to deal with such issues;

 meeting to review and discuss our annual audited financial statements and quarterly
 financial statements with management and the independent auditor, including reviewing
 our specific disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" reviewing
 and approving any related party transaction required to be disclosed pursuant to Item
 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;
 and

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

 Compensation Committee

 We have established a compensation committee of the board of directors. Adam Rothstein, Sam Chawla and Christopher Bradley serve as members of our compensation committee, and Adam Rothstein chairs the compensation committee.

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

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

 reviewing and making recommendations to our board of directors with respect to compensation
 and any incentive compensation and equity-based plans that are subject to board approval
 of all of our other officers;

 reviewing our executive compensation policies and plans;

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

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

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

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

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

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

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

 Director Nominations

 We do not have a standing nominating committee though we intend to form a nominating
 and corporate governance as and when required to 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 our board of directors. Our 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. The directors who will participate in the consideration and
 recommendation of director nominees are Messrs. Rothstein, Chawla and Bradley. 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 shareholders during such times as they are seeking proposed nominees to stand
 for election at the next annual general meeting (or, if applicable, an extraordinary
 general meeting). Our shareholders that wish to nominate a director for election to
 our board of directors should follow the procedures set forth in our bylaws.

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

 Availability of Documents

 We filed a copy of our form of Code of Ethics, our audit committee charter and our
 compensation committee charter as exhibits to the registration statement filed in
 connection with our initial public offering. You may also review these documents by
 accessing our public filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided
 without charge upon request from us.

 If we make any amendments to our Code of Ethics other than technical, administrative
 or other non-substantive amendments, or grant any waiver, including any implicit waiver,
 from a provision of the Code of Ethics applicable to our principal executive officer,
 principal financial officer principal accounting officer or controller or persons
 performing similar functions requiring disclosure under applicable SEC or Nasdaq rules,
 we will disclose the nature of such amendment or waiver on our website. The information
 included on our website is not incorporated by reference into this prospectus or in
 any other report or document we file with the SEC, and any references to our website
 are intended to be inactive textual references only.

 Item 11. Executive Compensation.

 Executive Officer and Director Compensation

 None of our executive officers or directors have received any cash compensation for
 services rendered to us.

 Commencing on the date that our securities were first listed on Nasdaq through the termination of the administrative services agreement effective June 28, 2023, we paid an affiliate of our Former Sponsor $10,000 per month for office space, secretarial and administrative services
 provided to members of our management team. In addition, our Sponsor, executive officers and directors, or any of their respective affiliates will
 be reimbursed for any out-of-pocket expenses incurred in connection with activities
 on our behalf such as identifying potential target businesses and performing due diligence
 on suitable business combinations. Our audit committee will review on a quarterly
 basis all payments that were made to our sponsor, executive officers or directors,
 or our or their affiliates. Any such payments prior to an initial business combination
 will be made from funds held outside the Trust Account. Other than quarterly audit
 committee review of such reimbursements, we do not expect to have any additional controls
 in place governing our reimbursement payments to our directors and executive officers
 for their out-of-pocket expenses incurred in connection with our activities on our
 behalf in connection with identifying and consummating an initial business combination.
 Other than these payments and reimbursements, no cash compensation of any kind, including
 finder's and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or any of their respective affiliates, prior
 to completion of our initial business combination. The former independent directors each received 25,000 founder shares as compensation for their service, a portion of which were transferred pursuant to the Securities
 Purchase Agreement.

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

 We do not intend to take any action to ensure that members of our management team
 maintain their positions with us after the consummation of our initial business combination,
 although it is possible that some or all of our executive officers and directors may
 negotiate employment or consulting arrangements to remain with us after our initial
 business combination. We are not party to any agreements with our executive officers
 and directors that provide for benefits upon termination of employment.

 Compensation Committee Interlocks and Insider Participation

 None of our executive officers currently serves, and in the past year has not served,
 as a member of the compensation committee of any entity that has one or more executive
 officers serving on our board of directors.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
 Shareholder Matters.

 The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March __, 2024, based on information obtained from the persons named below, with respect to the
 beneficial ownership of ordinary shares, by:

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

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

 all of our executive officers and directors as a group.

 In the table below, percentage ownership is based on 7,794,236 Class A Shares (which includes Class A Shares that are underlying the Units) and 75,000 Class B ordinary share outstanding as of April 9, 2024. The Class B Shares will be convertible into Class A Shares on a one-for-one basis (subject to adjustment) concurrently with or immediately
 following the consummation of the Business Combination. The table below does not include
 the Class A Shares underlying the Public Warrants or Private Warrants because these securities are not exercisable within
 60 days of this Annual Report. Unless otherwise indicated, we believe that all persons
 named in the table have sole voting and investment power with respect to all ordinary
 shares beneficially owned by them.

 Class A Shares

 Class B Shares

 Name and Address of Beneficial Owner (1)

 Number of

Shares Beneficially

Owned

 % of

Class

 Number of

Shares Beneficially

Owned (2)

 % of

Class

 TKB Sponsor I, LLC (2)

 1,437,500

 18.4

 -

 %

 CR Financial Holdings, Inc.

 2,091,562

 26.8

 36,375

 48.5

 %

 Directors and Executive Officers

 %

 Byron Roth

 2,091,562

 26.8

 36,375

 48.5

 %

 John Lipman

 1,175,667

 15.1

 20,447

 27.3

 %

 Rick Hartfiel

 118,592

 1.5

 2,062

 2.7

 %

 Aaron Gurewitz

 -

 -

 -

 -

 %

 Joseph Tonnos

 -

 -

 -

 -

 %

 Ryan Hultstrand

 118,592

 1.5

 2,062

 2.7

 %

 Matthew Day

 -

 -

 -

 -

 %

 Adam Rothstein

 43,125

 *

 1.0

 Sam Chawla

 43,125

 *

 1.0

 Christopher Bradley

 43,125

 *

 1.0

 All officers and directors as a group (10 individuals)

 3,633,788

 46.6

 %

 63,196

 84.3

 %

 *
 Less than 1%

 (1)
 Unless otherwise noted, the business address of each of the
following entities or individuals is 2340 Collins Avenue, Suite 402, Miami Beach, FL 33141.

 (2)
 The address for TKB Sponsor I, LLC is 400 Continental Boulevard,
Suite 600, El Segundo, CA 90245.

 Securities Authorized for Issuance under Equity Compensation Plans

 None.

 Changes in Control

 None.

 Item 13. Certain Relationships and Related Transactions, and Director Independence.

 Certain Relationships and Related Transactions

 Founder Shares

 On April 29, 2021, our Former Sponsor paid $25,000 to purchase 5,750,000 founder shares, or approximately $0.004
 per share. On May 11, 2021, our Former Sponsor transferred 25,000 founder shares to each of our independent directors. In
 connection with the IPO, each of the Former Sponsor and our independent directors agreed, subject to limited exceptions, not to
 transfer, assign, or sell any of their founder shares until the earlier to occur of:
 (i) one year after the completion of our initial business combination and (ii) the
 date on which we complete a liquidation, merger, capital stock exchange or other similar
 transaction after our initial business combination that results in all of our shareholders
 having the right to exchange their public shares for cash, securities or other property;
 except to certain permitted transferees and under certain circumstances. Notwithstanding
 the foregoing, if the closing price of Class A Shares exceeds $12.00 per share (as adjusted for share divisions, share capitalizations,
 reorganizations, recapitalizations and the like) for any 20 trading days within any
 30-trading day period commencing at least 150 days after our initial business combination,
 the founder shares would be released from the lock-up. Our Sponsor and independent
 directors did not receive additional consideration for this lock-up.

 Effective as of January 18, 2023, pursuant to the terms of the Articles, the Former Sponsor elected to convert each outstanding Class B ordinary share held by it on a
 one-for-one basis into Class A Shares, with immediate effect.

 Private Placement Warrants

 The Former Sponsor purchased an aggregate of 10,750,000 Private Warrants at a price of $1.00
 per warrant, or $10,750,000, in a private placement that closed simultaneously with
 the closing of the initial public offering. Each Private Warrant entitles the holder to purchase one Class A Share at $11.50 per share. The Private Warrants (including the Class A Shares issuable upon exercise of the Private Warrants) may not, subject to certain
 limited exceptions, be transferred, assigned or sold until 30 days after the completion
 of our initial business combination.

 In connection with the Transaction, the Former Sponsor sold 8,062,500 Private Warrants
 to the New Sponsor. The New Sponsor entered into a joinder agreement to the Letter Agreement in which
 they agreed to be subject to the restrictions therein.

 Agreements with Anchor Investors

 On October 8, 2021, the Sponsor entered into agreements with certain funds managed by Apollo Capital
 Management, L.P. (collectively, " Apollo "), certain funds managed by Atalaya Capital Management, LP (" Atalaya ") and Meteora Capital Partners, L.P. and funds affiliated with Meteora Capital Partners,
 L.P. (collectively " Meteora ") (individually and collectively, the " anchor investors "). Each of the anchor investors purchased 9.9% of the Units in the IPO (excluding Units issued in connection with the exercise of the over-allotment option). Each of
 Apollo and Atalaya agreed to purchase interests in the Sponsor representing approximately
 7% of the Founder Shares and Private Warrants at approximately the cost of such securities
 to the Sponsor, with the Sponsor's obligation to sell some or all of such interests conditioned upon such anchor investor's purchase of the Units.

 Meteora entered into a separate agreement with the Sponsor pursuant to which it agreed
 to purchase interests in the Sponsor representing approximately 6.4% of the number of Founder Shares that are approximately equal to 3.7% of the cost of the Founder Shares and Private Warrants to the Sponsor.

 The anchor investors acquired from the Sponsor an indirect economic interest in an
 aggregate of 1,173,000 Founder Shares at the original purchase price that the Sponsor
 paid for the Founder Shares. The Sponsor has agreed to distribute the Founder Shares
 to the anchor investors after the completion of a Business Combination. The anchor
 investors hold an indirect economic interest in an aggregate of 1,505,000 warrants,
 reflecting 14% of total Private Warrants.

 We entered into separate forward purchase agreements (the " Forward Purchase Agreements ") with Apollo and Atalaya ("the " Forward Purchasers ") on August 13, 2021 and August 4, 2021, respectively. The Forward Purchase Agreements provide, at our option, for the aggregate purchase of up to 9,600,000 Class A Shares and 4,800,000 Public Warrants for an aggregate price of $96.0 million ($10.00 for one Class A Share and one-half of one Public Warrant), in private placements that will close concurrently with the closing
 of our initial business combination. The forward purchase shares and forward purchase
 warrants will be identical to the Class A Shares and Public Warrants included in the Units sold in the IPO. Each Forward Purchaser's commitment under its Forward Purchase Agreement is subject to certain conditions
 including investment committee approval.

 No compensation of any kind, including finder's and consulting fees, will be paid by the company to our sponsor, executive officers
 and directors, or any of their respective affiliates, for services rendered prior
 to or in connection with the completion of an initial business combination. However,
 these individuals will be reimbursed for any out-of-pocket expenses incurred in connection
 with activities on our behalf such as identifying potential target businesses and
 performing due diligence on suitable business combinations. Our audit committee will
 review on a quarterly basis all payments that were made to our sponsor, officers,
 directors or our or their affiliates.

 Related Party Notes and Advances

 The Former Sponsor entered into an agreement with us to loan funds up to $300,000 under an unsecured promissory note to be used for a portion of
 the expenses of the public offering. These loans were non-interest bearing, unsecured
 and were paid in full at the closing of the public offering.

 Registration Rights

 We entered into a registration rights agreement with respect to the founder shares,
 private placement warrants, warrants that may be issued upon conversion of working
 capital loans and forward purchase securities that may be issued pursuant to the forward
 purchase agreements (and any Class A Shares issuable upon the exercise of the private placement warrants, forward purchase
 warrants and warrants that may be issued upon conversion of the working capital loans
 and upon conversion of the Class B Shares).

 Policy for Approval of Related Party Transactions

 The audit committee of our board adopted a policy setting forth the policies and procedures for its review and approval
 or ratification of "related party transactions." A "related party transaction" is
 any consummated or proposed transaction or series of transactions: (i) in which we were or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected
 to exceed) the lesser of $120,000 or 1% of the average of the company's total assets at year-end for the prior two completed fiscal years in the aggregate
 over the duration of the transaction (without regard to profit or loss); and (iii)
 in which a "related party" had, has or will have a direct or indirect material interest.
 "Related parties" under this policy include: (i) our directors or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the
 foregoing person is a natural person; and (iv) any other person who maybe a "related
 person" pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to
 the policy, the audit committee of the board will consider (i) the relevant facts and circumstances of each related party
 transaction, including if the transaction is on terms comparable to those that could
 be obtained in arm's-length dealings with an unrelated third party, (ii) the extent of the related party's interest in the transaction, (iii) whether the transaction contravenes our code
 of ethics or other policies, (iv) whether the audit committee believes the relationship
 underlying the transaction to be in the best interests of the company and its shareholders,
 and (v) the effect that the transaction may have on a director's status as an independent member of the board and on his or her eligibility to serve on the board's committees. Our management will present to the audit committee of the board each proposed related party transaction, including all relevant facts and circumstances
 relating thereto. Under the policy, we may consummate related party transactions only if the audit committee of the Board approves or ratifies the transaction in accordance with the guidelines set
 forth in the policy. The policy does not permit any director or executive officer
 to participate in the discussion of, or decision concerning, a related person transaction
 in which he or she is the related party.

 Director Independence

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

 Item 14. Principal Accountant Fees and Services.

 The following is a summary of fees paid or to be paid to Marcum LLP (" Marcum ") for services rendered.

 Audit Fees. Audit fees consist of fees
billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided
by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit
of our annual financial statements, and other required filings with the SEC for the year ended December 31, 2023 and 2022 totaled
$151,410 and $125,840, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee
meetings.

 Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services
 that are reasonably related to performance of the audit or review of our financial
 statements and are not reported under "Audit Fees." These services include attest
 services that are not required by statute or regulation and consultations concerning
 financial accounting and reporting standards. We did not pay Marcum for consultations
 concerning financial accounting and reporting standards for the years ended December 31, 2023 and 2022.

 Tax Fees. We did not pay Marcum for tax planning and tax advice for the years ended December 31, 2023 and 2022.

 All Other Fees. We did not pay Marcum for other services for the years ended December 31, 2023 and 2022.

 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).

 Item 15. Exhibits, Financial Statement Schedules.

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

 (1)

 Financial Statements

 Page

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

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 to F-30

 (2)

 Financial Statement Schedules

 All financial statements are omitted because they are not applicable or the amounts
 are immaterial and not required, or the required information is presented in the financial
 statements and notes thereto in this Item 15 of Part IV below.

 (3)

 Exhibits

 We hereby file as part of this report the exhibits listed in the attached Exhibit
 Index. Copies of such material can be obtained on the SEC website at www.sec.gov.

 Item 16. Form 10-K Summary.

 Not applicable.

 INDEX TO FINANCIAL STATEMENTS

 Page

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

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 to F-29

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors
of

 Roth CH Acquisition Co.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
 of Roth CH Acquisition Co. (the "Company") as of December 31, 2023 and 2022, the related statements of operations,
 changes in shareholders' deficit and cash flows for each of the two years in the period ended December 31, 2023, and the
 related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present
 fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of
 its operations and its cash flows for each of the two years in the period ended December 31, 2023, in
 conformity with accounting principles generally accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been prepared assuming that the Company
 will continue as a going concern. As more fully described in Note 1 to the financial
 statements, the Company's business plan is dependent on the completion of a business combination and the Company's cash and working capital as of
December 31, 2023 are not sufficient to complete its planned activities. The Company is subject to a mandatory liquidation and subsequent
dissolution requirement if it does not complete a business combination by October 29, 2024. These conditions raise
 substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters are also described in Note 1. The financial statements
 do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

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

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

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

 /s/ Marcum LLP

 Marcum LLP

 We have served as the Company's auditor since 2021

 East Hanover, NJ April 11, 2024

 F- 2

 BALANCE SHEETS

2023

2022

 ASSETS

 Cash

 $
 13,755

 $
 124,237

 Prepaid expenses

 38,141

 336,075

 Total Current Assets

 51,896

 460,312

 Trust Account receivable

 147,410

 Cash and marketable securities held in Trust Account

 23,332,031

 237,987,827

 TOTAL ASSETS

 $
 23,531,337

 $
 238,448,139

 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT

 Current liabilities

 Accounts payable and accrued expenses

 $
 660,952

 $
 1,581,635

 Accrued offering costs

 -

 78,000

 Promissory note - related party

 682,508

 -

 Total Current Liabilities

 1,343,460

 1,659,635

 Warrant liabilities

 556,250

 482,825

 Deferred underwriter fee payable

 -

 8,800,000

 Total Liabilities

 1,899,710

 10,942,460

 Commitments and Contingencies (Note 8)

 Class A ordinary shares subject to possible redemption; $ 0.0001 par value; 200,000,000 shares authorized; 2,119,236 and 23,000,000 shares issued and outstanding at redemption value of $ 11.08 and $ 10.35 per share at December 31, 2023 and 2022, respectively

 23,479,441

 237,987,827

 SHAREHOLDERS' DEFICIT

 Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; no issued or outstanding

 -

 -

 Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 5,675,000 shares and no shares issued or outstanding (excluding 2,119,236 and 23,000,000 shares subject to possible redemption) at December 31, 2023 and 2022, respectively

 -

 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 75,000 and 5,750,000 shares issued and outstanding at December 31, 2023 and 2022, respectively

 Additional paid-in capital

 7,107,564

 -

 Accumulated deficit

 ( 8,955,953
)

 ( 10,482,723
)

 Total Shareholders' Deficit

 ( 1,847,814
)

 ( 10,482,148
)

 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT

 $
 23,531,337

 $
 238,448,139

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

 F- 3

 STATEMENTS OF OPERATIONS

Year ended

2023

Year ended

2022

 Operating costs

 $
 4,416,661

 $
 2,335,719

 Loss from operations

 ( 4,416,661
)

 ( 2,335,719
)

 Other income:

 Change in fair value of warrant liabilities

 ( 73,425
)

 10,197,175

 Forgiveness of debt

 4,692,176

 -

 Interest expense

 ( 125,000
)

 -

 Interest income on marketable securities held in Trust Account

 2,509,662

 3,383,885

 Other income

 7,003,413

 13,581,060

 Net income

 $
 2,586,752

 $
 11,245,341

 Basic and diluted weighted average shares outstanding, Class A ordinary redeemable shares

 5,323,369

 23,000,000

 Basic and diluted net income per share, Class A ordinary redeemable shares

 $
 0.23

 $
 0.39

 Basic and diluted weighted average shares outstanding, Class A and B ordinary non-redeemable shares

 Basic and diluted net income per share, Class A and B ordinary non-redeemable shares

 $
 0.23

 $
 0.39

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

 F- 4

 STATEMENTS OF CHANGES IN SHAREHOLDERS'
DEFICIT

 FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

 Ordinary
 Shares

 Additional

 Total

 Class
 A

 Class
 B

 Paid-In

 Accumulated

 Shareholders'

 Shares

 Amount

 Shares

 Amount

 Deficit

 Deficit

 Balance
 — December 31, 2021

 -

 $
 -

 $

 $
 -

 $
 ( 18,340,237
)

 $
 ( 18,339,662
)

 Remeasurement
 of Class A ordinary shares subject to redemption

 -

 -

 -

 -

 -

 ( 3,387,827
)

 ( 3,387,827
)

 Net
 income

 -

 -

 -

 -

 -

 11,245,341

 11,245,341

 Balance
 — December 31, 2022

 -

 -

 -

 ( 10,482,723
)

 ( 10,482,148
)

 Conversion
 of Class B ordinary shares to Class A ordinary shares

 5,675,000

 ( 5,675,000
)

 ( 568
)

 -

 -

 -

 Sale
 of founder shares and private warrants by sponsor (Note 5)

 -

 -

 -

 -

 5,753

 -

 5,753

 Sale
 of founder shares and private warrants by sponsor (Note 5)

 -

 -

 -

 -

 ( 5,753
)

 -

 ( 5,753
)

 contribution from forgiveness of related party expenses (Note 5)

 60,556

 60,556

 contribution from Wejo Assignment and assumption agreement (Note 5)

 contribution from Working Capital Advance (Note 5)

 -

 -

 -

 -

 -

 contribution from commitment fee (Note 5)

 125,000

 125,000

 Reduction
 of deferred underwriting fee

 -

 -

 -

 -

 8,231,688

 -

 8,231,688

 Remeasurement
 of Class A ordinary shares subject to redemption

 -

 -

 -

 -

 ( 1,809,680
)

 ( 1,059,982
)

 ( 2,869,662
)

 Net
 income

 -

 -

 -

 -

 -

 2,586,752

 2,586,752

 Balance
 — December 31, 2023

 5,675,000

 $

 75,000

 $

 $
 7,107,564

 $
 ( 8,955,953
)

 $
 ( 1,847,814
)

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

 F- 5

 STATEMENTS OF CASH FLOWS

 Year Ended

2023

 Year Ended

 2022

 Cash Flows from Operating Activities:

 Net income

 $
 2,586,752

 $
 11,245,341

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

 Interest income on marketable securities held in Trust Account

 ( 2,509,662
)

 ( 3,383,885
)

 Forgiveness of debt

 ( 4,692,176
)

 -

 Interest expense

 125,000

 -

 Change in fair value of warrant liability

 73,425

 ( 10,197,175
)

 Changes in operating assets and liabilities:

 Prepaid expenses

 297,934

 403,425

 Accounts payable and accrued expenses

 3,263,737

 1,326,054

 Accrued offering costs

 ( 8,000
)

 -

 Net cash used in operating activities

 ( 862,990
)

 ( 606,240
)

 Cash Flows from Investing Activities:

 Investment of cash into Trust Account

 ( 360,000
)

 -

 Payments for redemptions of Class A ordinary shares

 217,525,458

 -

 Net cash provided by investing activities

 217,165,458

 -

 Cash Flows from Financing Activities:

 Payment of offering costs

 ( 70,000
)

 ( 20,085
)

 Advances from related party

 341,000

 -

 Proceeds from promissory note

 -

 Proceeds from promissory note – related party

 591,508

 -

 Payments for redemptions of Class A ordinary shares

 ( 217,525,458
)

 -

 Net cash used in Financing activities

 ( 216,412,950
)

 ( 20,085
)

 Net Change in Cash

 ( 110,482
)

 ( 626,325
)

 Cash – Beginning

 124,237

 750,562

 Cash – Ending

 $
 13,755

 $
 124,237

 Non-cash investing and financing activities

 Reduction of deferred underwriting fee payable

 $
 8,231,688

 $
 -

 Forgiveness of advances from related parties

 $
 560,556

 $
 -

 Conversion of advances and short-term promissory notes to long-term promissory notes

 $
 91,000

 $
 -

 Re-measurement of Class A ordinary shares subject to possible redemption amount

 $
 2,869,662

 $
 3,387,827

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

 F- 6

 NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2023

 Note 1 — Description of Organization and Business Operations

 Roth CH Acquisition Co. (the " Company ") is a blank check company incorporated as a Cayman Islands exempted company on April 20, 2021 with the name TKB Critical Technologies 1. The Company changed its name on
 September 7, 2023 to Roth CH Acquisition Co. The Company was formed for the purpose of entering
 into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
 or similar business combination with one or more businesses (the " initial business combination ").

 The Company is not limited to a particular industry or geographic location for purposes
 of consummating an initial business combination. The Company is an early stage and
 emerging growth company and, as such, the Company is subject to all of the risks associated
 with early stage and emerging growth companies.

 As of December 31, 2023, the Company had not commenced any operations. All activity for the period
 from April 20, 2021 (inception) through December 31, 2023, relates to the Company's formation and its initial public offering (the " IPO "), which is described below and, subsequent to the IPO, identifying a target company
 for an initial business combination. The Company will not generate any operating revenues
 until after the completion of the initial business combination, at the earliest. The
 Company generates non-operating income from the marketable securities held in the
 Trust Account (defined below).

 The registration statement for the Company's IPO was declared effective on October 26, 2021 (the " Effective Date "). On October 29, 2021, the Company consummated the IPO of 23,000,000 units (the " Units "), including 3,000,000 Units that were issued pursuant to the underwriters' exercise of their over-allotment option in full, at $ 10.00 per Unit, generating gross
 proceeds of $ 230,000,000, which is discussed in Note 3. Simultaneously with the closing
 of the IPO, the Company consummated the sale of 10,750,000 Private Placement Warrants
 (the " Private Placement Warrants ") at a price of $ 1.00 per Private Warrant in a private placement to TKB Sponsor I,
 LLC (the " Sponsor "), generating proceeds of $ 10,750,000.

 Transaction costs of the IPO amounted to $ 21,140,059, consisting of $ 3,850,000 of
 underwriting discount, $ 8,800,000 of deferred underwriting discount, $ 7,748,431 excess
 fair value of founder shares and $ 741,628 of offering costs. Of these amounts, $ 19,774,814
 was recorded to additional paid-in capital and $ 1,365,245 costs related to the warrant
 liability was expensed immediately using the residual allocation method.

 Following the closing of the IPO on October 29, 2021, $ 234,600,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units
 in the IPO and the sale of the Private Placement Warrants was placed in a trust account
 (the " Trust Account "), located in the United States, which will be invested in U.S. government securities,
 within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any
 open-ended investment company that holds itself out as a money market fund selected
 by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier
 of: (i) the completion of an initial business combination; and (ii) the redemption
 of any Public Shares (as defined below) properly submitted in connection with a shareholder
 vote to amend the Company's Amended and Restated Memorandum and Articles of Association (" Articles "); and (iii) the redemption of the Company's Public Shares if the Company is unable to complete the initial business combination
 by October 29, 2024 (or any extended period of time that the Company may have to consummate an
 initial business combination as a result of an amendment to its Articles) (the " Combination Period ").

 F- 7

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

 The Company will provide its holders of the outstanding Public Shares (the " public shareholders ") with the opportunity to redeem all or a portion of their Public Shares upon the
 completion of an initial business combination either (i) in connection with a general
 meeting called to approve the initial business combination or (ii) by means of a tender
 offer. The decision as to whether the Company will seek shareholder approval of an
 initial business combination or conduct a tender offer will be made by the Company.
 The public shareholder will be entitled to redeem their Public Shares for a pro rata
 portion of the amount then in the Trust Account ($10.20 per Public Share initially,
 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 and which interest shall be net
 of taxes payable), calculated as of two business days prior to the completion of the
 initial business combination. The per-share amount to be distributed to public shareholders
 who redeem their Public Shares will not be reduced by the deferred underwriting commissions
 the Company will pay to the underwriters (as discussed in Note 8). There will be no
 redemption rights upon the completion of an initial business combination with respect
 to the Company's warrants.

 The Company will only proceed with an initial
business combination if the Company has net tangible assets of at least $ 5,000,001 either prior to or upon such consummation of an initial
business combination and if the Company seeks shareholder approval. If the Company seeks shareholder approval, the Company will complete
its initial business combination only if the Company receives approval pursuant to an ordinary resolution under Cayman Islands law, which
requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or (ii) if so
authorized by the Company's Articles, a unanimous written resolution of the shareholders. If a shareholder vote is not required
by applicable law or stock exchange rules and the Company does not decide to hold a shareholder vote for business or other reasons, the
Company will, pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange
Commission (the " SEC ") and file tender offer documents with the SEC prior to completing an initial business combination.
If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to
obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with
an initial business combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6), and any Public Shares purchased
during or after the IPO in favor of approving an initial business combination. Additionally, each public shareholder may elect to redeem
their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

 Notwithstanding the above, if the Company seeks shareholder approval of an initial
 business combination and it does not conduct redemptions pursuant to the tender offer
 rules, the Articles provides that a public shareholder, together with any affiliate
 of such shareholder or any other person with whom such shareholder is acting in concert
 or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the " Exchange Act ")), will be restricted from redeeming its shares with respect to more than an aggregate
 of 15% or more of the Public Shares, without the prior consent of the Company.

 F- 8

 The Articles of the Company provides that only Public Shares and not any Founder Shares
 are entitled to redemption rights. In addition, the Sponsor has agreed (a) to waive
 its redemption rights with respect to its Founder Shares and Public Shares held by
 it in connection with the completion of an initial business combination and (b) not
 to propose an amendment to the Articles (i) to modify the substance or timing of the
 Company's obligation to allow redemption in connection with the Company's initial business combination or to redeem 100% of its Public Shares if the Company
 does not complete an initial business combination or (ii) with respect to any other
 provision relating to shareholders' rights or pre-initial business combination activity, unless the Company provides
 the public shareholders with the opportunity to redeem their Public Shares in conjunction
 with any such amendment.

 If the Company is unable to complete an initial business combination within the Combination
 Period, the Company will (i) cease all operations except for the purpose of winding
 up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
 redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
 amount then on deposit in the Trust Account including interest earned on the funds
 held in the Trust Account and not previously released to the Company to pay its tax
 obligations (less up to $ 100,000 of interest to pay dissolution expenses, which interest
 shall be net of taxes payable), divided by the number of then-outstanding Public Shares,
 which redemption will completely extinguish public shareholders rights as shareholders
 (including the right to receive further liquidating distributions, if any), and (iii)
 as promptly as reasonably possible following such redemption, subject to the approval
 of the Company's remaining shareholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Cayman Islands law, to provide for claims of creditors and the
 requirements of other applicable law. There will be no redemption rights or liquidating
 distributions with respect to the Company's warrants, which will expire as worthless if the Company fails to complete an initial
 business combination within the Combination Period.

 The Sponsor has agreed to waive its liquidation rights with respect to the Founder
 Shares if the Company fails to complete an initial business combination within the
 Combination Period. However, if the Sponsor acquires Public Shares in or after the
 IPO, such Public Shares will be entitled to liquidating distributions from the Trust
 Account if the Company fails to complete an initial business combination within the
 Combination Period. The underwriter has agreed to waive it right to its deferred underwriting
 commission held in the Trust Account in the event the Company does not complete an
 initial 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).

 The Sponsor has agreed to be liable to the Company if and to the extent any claims
 by a third party for services rendered (other than its independent registered public
 accounting firm) or products sold to the Company, or a prospective target business
 with which the Company has discussed entering into a transaction agreement, reduce
 the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2)
 such lesser amount per Public Share held in the Trust Account as of the date of the
 liquidation of the Trust Account due to reductions in the value of the trust assets,
 in each case, net of the interest which may be withdrawn to pay franchise and income
 taxes. This liability will not apply with respect to claims by a third party who executed
 a waiver of any and all rights to seek access to the Trust Account and will not apply
 as to any claims under the Company's indemnity of the underwriter of the Initial Public Offering against certain liabilities,
 including liabilities under the Securities Act of 1933, as amended (the " Securities Act "). Moreover, in the event that an executed waiver is deemed to be unenforceable against
 a third party, the Sponsor will not be responsible to the extent of any liability
 for such third-party claims. The Company will seek to reduce the possibility that
 the Sponsor will have to indemnify the Trust Account due to claims of creditors by
 endeavoring to have all vendors, service providers (except the Company's independent registered public accounting firm), prospective target businesses and
 other entities with which the Company does business, execute agreements with the Company
 waiving any right, title, interest or claim of any kind in or to monies held in the
 Trust Account.

 F- 9

 On January 10, 2023, the Company, entered into a business combination agreement with Wejo Group
 Limited, an exempted company limited by shares incorporated under the laws of Bermuda
 (" Wejo "), and Green Merger Subsidiary Limited, an exempted company incorporated under the
 laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (" Merger Sub 1 ") and upon execution of a joinder to the business combination agreement, each of
 Wejo Holdings Limited, an exempted company limited by shares incorporated under the
 laws of Bermuda and a wholly owned subsidiary of Wejo (" Holdco ") and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated
 under the laws of Bermuda and a wholly owned Subsidiary of Holdco (" Merger Sub 2 " and together with Merger Sub 1) (as it may be amended, restated, supplemented or
 otherwise modified from time to time, the " Business Combination Agreement ").

 On January 27, 2023, the Company held
an extraordinary general meeting (the " Extraordinary General Meeting "). At the Extraordinary General Meeting, the
shareholders approved a proposal (the " Extension Amendment Proposal ") to amend the Company's Amended and restated
memorandum and articles of association (the " Articles ") to extend the date that the Company has to consummate a business
combination from January 29, 2023 to June 29, 2023 (the " Extension Amendment "). The shareholders also approved
a proposal (the " Trust Agreement Amendment Proposal ") to amend the Company's Investment Management Trust Agreement,
dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company as trustee (the " Trust
Agreement "), to make a corresponding extension to the date the Company must commence liquidation of the Trust Account from
January 29, 2023, to June 29, 2023. In connection with the vote to approve the Extension Amendment Proposal, the holders of
 17,533,296 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately
$ 10.38 per share, for an aggregate redemption amount of approximately $ 181.9 million.

 On June 25, 2023, the Company, Wejo, Holdco, Merger Sub 1 and Merger Sub 2 entered into that
 certain Mutual Termination Agreement ("Termination Agreement") pursuant to which the
 parties mutually agreed to terminate the Business Combination Agreement pursuant to
 Section 7.1(a) thereof. The Termination Agreement also includes mutual releases of the parties.
 No party will be required to pay a termination fee as a result of the mutual decision
 to enter into the Termination Agreement. The termination of the Business Combination
 Agreement also terminates the Voting Agreement, dated as of January 10, 2023 ("Wejo Voting Agreement") between the Company and certain shareholders of
 Wejo and the Voting Agreement, dated as of January 10, 2023 (the "Sponsor Voting Agreement") between the Company, Sponsor and Directors,
 pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively.

 On June 25, 2023, the Company, the Sponsor, each independent director of the Company (the "Directors"),
 and affiliates of Roth Capital Partners and Craig-Hallum Capital Group LLC (the "Buyers")
 entered into a Securities Transfer Agreement (the "Agreement") pursuant to which Sponsor
 and the Directors have agreed to sell to Buyers, and Buyers have agreed to purchase
 from Sponsor and the Directors, an aggregate of 4,312,500 ordinary shares consisting of 4,237,500 Class A ordinary shares and 75,000 Class B ordinary shares and 8,062,500 private placement warrants (together, the "Transferred
 Securities") for an aggregate purchase price (the "Purchase Price") of $ 1.00 (the
 "Transaction"). Following the closing of the Transaction, Sponsor will have certain
 continuing rights, including a right of first refusal to repurchase the Transferred
 Securities in certain circumstances as set forth in the Agreement and the right to
 invest up to 25% of certain financings. The closing of the Transaction is conditioned
 upon, among other things, (i) the termination of the Business Combination Agreement
 (as noted above) and the complete release of actual or potential claims or liabilities
 thereunder, (ii) continued listing of the Company's Class A ordinary shares on Nasdaq, (iii) the waiver by the underwriters of the Company's initial public offering of their rights to deferred underwriting compensation pursuant
 to the Underwriting Agreement dated as of October 26, 2021, between the Company and Jefferies LLC as representative of the underwriters
 named therein, and (iv) the occurrence of the Class B Conversion.

 On June 26, 2023, the Company entered into a termination agreement (the "Termination Agreement"),
 pursuant to which the Company terminated the Administrative Services Agreement with
 Tartavull Klein Blatteis Capital, LLC dated October 26, 2021 and Tartavull Klein Blatteis Capital, LLC forgave and fully discharged all
 outstanding fees thereunder as of the date of the Closing.

 F- 10

 On June 28, 2023, the Company held an extraordinary general meeting (the "Second Extraordinary General Meeting "). At the Extraordinary General Meeting, the shareholders approved a proposal (the
 "Second Extension Amendment Proposal ") to amend the Company's Amended and restated memorandum and articles of association (the " Articles ") to extend the date that the Company has to consummate a business combination from
 June 29, 2023 to October 29, 2024 (the " Extension Amendment "). The shareholders also approved a proposal (the "Second Trust Agreement Amendment Proposal ") to amend the Company's Trust Agreement, to make a corresponding extension to the date by which the Trustee is obligated
 to liquidate the trust account to the later of (A) June 29, 2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO provided that the Sponsor or
 its designee deposits the Monthly Deposit (as defined below) into the trust account),
 or (B) such later date as may be approved by the Company's shareholders in accordance with the Company's amended and restated memorandum and articles of association. The term " Monthly Deposit " is defined in the Amendment to mean an amount equal to the lesser of (x) $ 60,000
 or (y) $0.03 per public share multiplied by the number of public shares outstanding.
 In connection with the vote to approve the Second Extension Amendment Proposal, the
 holders of 3,347,468 Class A ordinary shares properly exercised their right to redeem
 their shares for cash at a redemption price of approximately $ 10.64 per share, for
 an aggregate redemption amount of approximately $ 35,601,649. These shares were effectively
 canceled on July 7, 2023.

 Liquidity and Going Concern

 As of December 31, 2023, the Company had $ 13,755 cash and a working capital deficit of $ 1,291,564.
 The Company has incurred and expects to continue to incur significant costs in pursuit
 of its financing and acquisition plans. The Company expects that it will need to raise
 additional capital through loans or additional investments from its Sponsor, shareholders,
 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. These
 conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include
 any adjustments that might result from the outcome of this uncertainty.

 On January 27, 2023, the Company's shareholders approved an amendment to the Articles to extend the end of the Combination
 Period from January 29, 2023 to June 29, 2023 (the " Extension "). The shareholders also approved an amendment to the Company's Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company
 as trustee (the " Trust Agreement "), to make a corresponding extension to the date the Company must commence liquidation
 of the Trust Account from January 29, 2023 to June 29, 2023. On January 31, 2023, in connection with the vote to approve the Extension, the holders of 17,533,296
 Public Shares properly exercised their right to redeem their shares for cash at a
 redemption price of approximately $ 10.38 per share, for an aggregate redemption amount
 of approximately $ 181.9 million.

 On June 28, 2023, the Company held an
extraordinary general meeting (the "Second Extraordinary General Meeting "). At the Extraordinary General Meeting,
the shareholders approved a proposal (the "Second Extension Amendment Proposal ") to amend the Company's Amended
and restated memorandum and articles of association (the " Articles ") to extend the date that the Company has to consummate
a business combination from June 29, 2023 to October 29, 2024 (the " Extension Amendment "). The shareholders
also approved a proposal (the "Second Trust Agreement Amendment Proposal ") to amend the Company's Trust Agreement,
to make a corresponding extension to the date by which the Trustee is obligated to liquidate the trust account to the later of (A) June 29,
2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO
provided that the Sponsor or its designee deposits the Monthly Deposit (as defined below) into the trust account), or (B) such later
date as may be approved by the Company's shareholders in accordance with the Company's amended and restated memorandum and
articles of association. The term " Monthly Deposit " is defined in the Amendment to mean an amount equal to the lesser
of (x) $ 60,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 3,347,468 Class A ordinary shares properly
exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.64 per share, for an aggregate redemption
amount of approximately $ 35,601,649. These shares were effectively canceled on July 7, 2023. As of the date of these financial
statements, the Company has deposited an aggregate of $ 540,000 into the trust account for a total of Nine Monthly Deposits, thereby
extending the Business Combination period to March 29, 2024.

 F- 11

 The Company assessed going concern considerations in accordance with Financial Accounting
 Standard Board's Accounting Standards Codification (" ASC ") Topic 205-40, "Basis of Presentation – Going Concern". The Company has until March 29, 2024 (absent any extensions of such period by the Company's shareholders) to consummate an initial business combination. While the Company intends
 to complete a business combination before the mandatory liquidation date, it is uncertain
 that the Company will be able to consummate an initial business combination by that
 time. If an initial business combination is not consummated by that date, there will
 be a mandatory liquidation and subsequent dissolution of the Company. Management has
 determined that the liquidity condition and mandatory liquidation, should an initial
 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
 March 29, 2024.

 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 does not include any adjustments that might result
 from the outcome of this uncertainty.

 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. Further,
 the impact of this action 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.

 Note 2 — Summary of Significant Accounting Policies

 Basis of Presentation

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

 Emerging Growth Company

 The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (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 shareholder approval
 of any golden parachute payments not previously approved.

 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 that has opted out of using the extended transition
 period difficult or impossible because of the potential differences in accounting
 standards used.

 F- 12

 Use of Estimates

 The preparation of the financial statements in conformity with 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 revenues and expenses
 during the reporting period.

 Making estimates requires management to exercise significant judgment. It is at least
 reasonably possible that the estimate of the effect of a condition, situation or set
 of circumstances that existed at the date of the financial statements, which management
 considered in formulating its estimate, could change in the near term due to one or
 more future confirming events. One of the more significant accounting estimates included
 in these financial statements is the determination of the fair value of the warrant
 liabilities. Such estimates may be subject to change as more current information becomes
 available. 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. The Company had $ 13,755 and $ 124,237 of operating
cash as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the company had no cash equivalents.

 Marketable Securities Held in Trust Account

 Following the closing of the IPO on October 29, 2021, an amount of $ 234,600,000 from the net proceeds of the sale of the Units
 in the IPO and the sale of the Private Placement Warrants was placed in the Trust
 Account and may be invested only in U.S. government securities with a maturity of
 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury
 obligations. The Trust Account is intended as a holding place for funds pending the
 earliest to occur of: (i) the completion of the initial business combination; (ii)
 the redemption of any Public Shares properly submitted in connection with a shareholder
 vote to amend the Articles (A) to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete
 the initial business combination within the Combination Period or (B) with respect
 to any other provision relating to shareholders' rights or pre-initial business combination activity; or (iii) absent an initial business
 combination within the Combination Period, the return of the funds held in the Trust
 Account to the public shareholders as part of redemption of the Public Shares. As
 of December 31, 2023 and 2022, substantially all of the assets held in the money market funds were invested primarily in U.S. Treasury securities.

 Offering Costs Associated with IPO

 Offering costs consisted of legal, accounting and other expenses incurred through
 the IPO that were directly related to the IPO. Offering costs were allocated to the
 separable financial instruments issued in the IPO based on a relative fair value basis,
 compared to total proceeds received. Offering costs allocated to warrant liabilities
 were expensed as incurred in the statements of operations. Offering costs associated
 with the Class A ordinary shares issued were initially charged to temporary equity
 and then accreted to ordinary shares subject to redemption upon the completion of
 the IPO. Accordingly, on October 29, 2021, offering costs totaled $ 21,140,059 (consisting of $ 3,850,000 of underwriting fees, $ 8,800,000 of deferred underwriting
 fees, $ 7,748,431 excess fair value of Founder Shares and $ 741,628 of actual offering costs, with $ 1,365,245 included in the statement of operations
 for the period ending December 31, 2021 as an allocation for the Public Warrants and the Private Placement Warrants,
 and $ 19,774,814 included in additional paid-in capital).

 Derivative Financial Instruments

 The Company evaluates its financial instruments to determine if such instruments are
 derivatives or contain features that qualify as embedded derivatives in accordance
 with ASC Topic 815, "Derivatives and Hedging." For derivative financial instruments
 that are accounted for as liabilities, the derivative instrument is initially recorded
 at its fair value on the grant date and is then re-valued at each reporting date,
 with changes in the fair value reported in the statements of operations. The classification
 of derivative instruments, including whether such instruments should be recorded as
 liabilities or as equity, is evaluated at the end of each reporting period. Derivative
 liabilities are classified in the balance sheet as current or non-current based on
 whether or not net-cash settlement or conversion of the instrument could be required
 within 12 months of the balance sheet date.

 F- 13

 Warrant Liabilities

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

 For issued or modified warrants that meet all of the criteria for equity classification,
 the warrants are required to be recorded as a component of additional paid-in capital
 at the time of issuance. For issued or modified warrants that do not meet all the
 criteria for equity classification, the warrants are required to be recorded at their
 initial fair value on the date of issuance, and each balance sheet date thereafter.
 Changes in the estimated fair value of the warrants are recognized as a non-cash gain
 or loss on the statements of operations. See Note 9 for valuation methodology of warrants.

 Fair Value of Financial Instruments

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

 Fair Value Measurements

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

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

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

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

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

 Class A Ordinary Shares Subject to Possible Redemption

 As of December 31, 2023 and 2022, the
 Company had 7,794,236,
 and 23,000,000 Class A ordinary shares outstanding, of which 2,119,236
 and 23,000,000 shares are Class A ordinary shares subject to redemption, respectively. The Company accounts for its Class A ordinary shares
 subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption
 are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including
 ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the
 occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other
 times, ordinary shares are classified as shareholders' equity. The Company's Class A ordinary shares subject to possible
 redemption feature certain redemption rights that are considered to be outside of the Company's control and subject to
 occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 2,119,236
 and 23,000,000
 of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the
 shareholders' deficit section of the Company's balance sheets, respectively.

 F- 14

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

 As of December 31, 2023 and 2022, the Class A ordinary shares subject to possible redemption, classified
 as temporary equity in the balance sheets, are reconciled in the following table:

 Temporary equity balance sheet

 Shares

 Amount

 Class A ordinary shares subject to possible redemption at December 31,
 2021

 23,000,000

 $
 234,600,000

 Plus:

 Re-measurement of carrying value to redemption value

 -

 3,387,827

 Class A ordinary shares subject to possible redemption, December 31, 2022

 23,000,000

 237,987,827

 Less:

 Redemptions on January 31, 2023

 ( 17,533,296
)

 ( 181,923,809
)

 Redemptions on June 28, 2023

 ( 3,347,468
)

 ( 35,601,649
)

 Plus:

 Trust Account receivable (Note 8)

 -

 147,410

 Re-measurement of carrying value to redemption value

 -

 2,869,662

 Class A ordinary shares subject to possible redemption at December 31, 2023

 2,119,236

 $
 23,479,441

 Income Taxes

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

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

 There is currently no taxation imposed on income by the Government of the Cayman Islands.
 In accordance with federal income tax regulations, income taxes are not levied on
 the Company, but rather on the individual owners. United States ("U.S.") taxation
 would occur on the individual owners if certain tax elections are made by U.S. owners
 and the Company were treated as a passive foreign investment company. Additionally,
 U.S. taxation could occur to the Company itself if the Company is engaged in a U.S.
 trade or business. The Company is not expected to be treated as engaged in a U.S.
 trade or business at this time.

 F- 15

 Net Income Per Ordinary Share

 The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, "Earnings Per Share". Net income per ordinary share is computed by dividing net income
by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are
referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of
ordinary shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption
value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection
with the (i) IPO and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events.
The warrants are exercisable to purchase 22,250,000 Class A ordinary shares in the aggregate. As of December 31, 2023 and 2022,
the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary
shares and then share in the earnings of the Company.

 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

 Schedule of Earnings Per Share, Basic and Diluted

 Year Ended
 2023

Year Ended

2022

 Class A

redeemable

 Class A and B

non-redeemable

 Class A

redeemable

 Class A and B

non-redeemable

 Basic and diluted net income per ordinary share

 Numerator:

 Allocation of net income, as adjusted

 $
 1,243,545

 $
 1,343,207

 $
 8,996,273

 $
 2,249,068

 Denominator:

 Basic and diluted weighted average ordinary shares outstanding

 5,323,369

 23,000,000

 Basic and diluted net income per ordinary share

 $
 0.23

 $
 0.23

 $
 0.39

 $
 0.39

 Related Parties

 Parties, which can be a corporation or an individual, are considered to be related
 if the Company has the ability, directly or indirectly, to control the other party
 or exercise significant influence over the other party in making financial and operational
 decisions. Companies are also considered to be related if they are subject to common
 control or common significant influence.

 Concentration of Credit Risk

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

 Recent Accounting Standards

 In August 2020, the FASB issued ASU No. 2020-06, "Debt—Debt with Conversion and Other Options
 (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts
 in an Entity's Own Equity" (" ASU 2020-06 "), which simplifies accounting for convertible instruments by removing major separation
 models required under current GAAP. ASU 2020-06 removes certain settlement conditions
 that are required for equity contracts to qualify for the derivative scope exception
 and it also simplifies the diluted earnings per share calculation in certain areas.
 ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption
 permitted. The Company is currently assessing the impact, if any, that ASU 2020-06
 would have on its financial position, results of operations or cash flows.

 In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's
effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness
of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating
the timing and impacts of adoption of this ASU.

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

 F- 16

 Note 3 — Initial Public Offering

 In connection with the Company's IPO, on October 29, 2021, the Company sold 23,000,000 Units at a price of $ 10.00 per Unit. Each Unit
 consists of one Class A ordinary share (" Public Shares ") and one-half of one warrant (" Public Warrants "). Each whole Public Warrant entitles the holder to purchase one Class A ordinary
 share at a price of $ 11.50 per share, subject to adjustment (see Note 7).

 An aggregate of $ 10.20 per Unit sold in the IPO was held in the Trust Account and
 invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any
 open-ended investment company that holds itself out as a money market fund meeting
 the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of October 29, 2021, $ 234,600,000 of the IPO proceeds and proceeds from the sale of the Private
 Placement Warrants was held in the Trust Account, representing an overfunding of the
 Trust Account of 102.0% of the IPO size.

 Transaction costs as of the IPO date amounted to $ 21,140,059, consisting of $ 3,850,000
 of underwriting discount, $ 8,800,000 of deferred underwriting discount, $ 7,748,431
 excess fair value of Founder Shares and $ 741,628 of offering costs.

 Note 4 — Private Placement

 Simultaneously with the closing of the IPO,
the Sponsor purchased an aggregate of 10,750,000 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant ($10,750,000
in the aggregate). Each Private Placement Warrant is exercisable for one Class A ordinary share at an exercise price of $ 11.50 per share,
subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the
IPO to be held in the Trust Account. If the Company does not complete an initial business combination within the Combination Period,
the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public
Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

 Note 5 — Related Party Transactions

 Founder Shares

 In April 2021, the Sponsor purchased 5,750,000 shares of the Company's Class B ordinary shares (the " Founder Shares ") for an aggregate purchase price of $ 25,000. The Founder Shares included an aggregate
 of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the
 underwriters' overallotment option was not exercised in full or in part, so that the number of
 Founder Shares collectively represents 20% of the Company's issued and outstanding ordinary shares after the IPO. Simultaneously with the closing
 of the IPO, the underwriters exercised the over-allotment option in full. Accordingly,
 750,000 Founder Shares are no longer subject to forfeiture.

 The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign
 or sell any of the Founder Shares until the earlier of (A) one year after the completion
 of an initial business combination or (B) subsequent to an initial business combination,
 (x) if the last reported sale price of the Class A ordinary shares equals or exceeds
 $12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations
 and the like) for any 20 trading days within any 30-trading day period commencing
 at least 150 days after an initial business combination, or (y) the date on which
 the Company completes a liquidation, merger, stock exchange, reorganization or other
 similar transaction that results in all of the Company's shareholders having the right to exchange their Class A ordinary shares for cash,
 securities or other property.

 On October 8, 2021, the Sponsor entered into agreements with certain funds managed by Apollo Capital
 Management, L.P. (collectively, " Apollo "), certain funds managements by Atalaya Capital Management, LP (" Atalaya ") and Meteora Capital Partners, L.P. and funds affiliated with Meteora Capital Partners,
 L.P. (collectively " Meteora ") (individually and collectively, the " anchor investors "). Each of the anchor investors purchased 9.9% of the Units in the IPO (excluding
 Units issued in connection with the exercise of the over-allotment option). Each of
 Apollo and Atalaya agreed to purchase interests in the Sponsor representing approximately
 7% of the Founder Shares and Private Placement Warrants at approximately the cost
 of such securities to the Sponsor, with the Sponsor's obligation to sell some or all of such interests conditioned upon such anchor investor's purchase of the Units.

 F- 17

 Meteora entered into a separate agreement with the Sponsor pursuant to which it agreed
 to purchase interests in the Sponsor representing approximately 6.4% of the Founder
 Shares for approximately 3.7% of the cost of the Founder Shares and Private Placement
 Warrants to the Sponsor.

 The anchor investors acquired from the Sponsor an indirect economic interest in an aggregate of 1,173,000 Founder
 Shares at the original purchase price that the Sponsor paid for the Founder Shares.
 The Sponsor has agreed to distribute the Founder Shares to the anchor investors after
 the completion of an initial business combination. The Company estimates the aggregate
 fair value of the Founder Shares attributable to the anchor investors to be approximately
 $ 7,753,530, or $ 6.61 per share.

 The excess of the fair value of the Founder Shares was determined to be an offering
 cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering
 cost was allocated to the separable financial instruments issued in the IPO based
 on a relative fair value basis, compared to total proceeds received. Offering costs
 allocated to derivative warrant liabilities were expensed as incurred in the statement
 of operations. Offering costs allocated to the Public Shares were charged to shareholder's deficit upon the completion of the IPO.

 On October 7, 2022, the Company entered into a vendor agreement, as described in Note 8, whereas
 the Sponsor assigned 23,883 Class B ordinary shares to the vendor, effective upon
 the completion of a successful initial business combination.

 The assignment of the Founder Shares to the vendor is in the scope of FASB ASC Topic
 718, "Compensation-Stock Compensation" (" ASC 718 "). Under ASC 718, stock-based compensation associated with equity-classified awards
 is measured at fair value upon the grant date. The Company has hired a valuation firm
 to assess, using the lattice model, the fair value associated with the Founder Shares
 granted. The fair value of the 23,883 shares granted to the Company's vendor in October 2022 was $ 28,946 or $1.212 per share. The Founder Shares were granted subject to a performance condition
 (i.e., the occurrence of an initial business combination). Compensation expense related
 to the Founder Shares is recognized only when the performance condition is met under
 the applicable accounting literature in this circumstance. As of December 31, 2023 and 2022, the Company determined the performance conditions had not been met,
 and, therefore, no stock-based compensation expense has been recognized. Stock-based
 compensation would be recognized at the date the performance conditions are met (i.e.,
 upon consummation of an initial business combination) in an amount equal to the number
 of Founder Shares vested times the grant date fair value per share (unless subsequently
 modified) less the amount initially received for the purchase of the Founder Shares.

 On June 25, 2023, the Company, the Sponsor, each independent director of the Company (the "Directors"),
 and affiliates of Roth Capital Partners and Craig-Hallum Capital Group llc (the "Buyers")
 entered into a Securities Transfer Agreement (the "Agreement") pursuant to which Sponsor
 and the Directors have agreed to sell to Buyers, and Buyers have agreed to purchase
 from Sponsor and the Directors, an aggregate of 4,312,500 ordinary shares consisting
 of 4,237,500 Class A ordinary shares and 75,000 Class B ordinary shares and 8,062,500
 private placement warrants (together, the "Transferred Securities") for an aggregate
 purchase price (the "Purchase Price") of $ 1.00 (the "Transaction"). Pursuant to the
 agreement, among other things:

 on the closing date of the Transaction (the "Closing Date"), Buyers will contribute $ 31,000 to Sponsor to be used to pay certain outstanding invoices, loans, accounts payable, accrued expenses and other liabilities of the Company;

 on the closing date of the Company's initial business combination, Buyers will cause the Company to use $ 300,000 to pay certain liabilities;

 conditioned
on the approval by the Company's shareholders of the Extension (as defined below), Buyers will contribute to the Company as a loan
the lesser of (i) $ 60,000 and (ii) an aggregate amount equal to $0.03 multiplied by the number of public shares of the Company that are
not redeemed in connection with the shareholder vote to approve the Extension, for each month of the Extension elected by Buyers;

 F- 18

 prior to the Closing Date, the Directors will convert the portion of the Class B ordinary shares to be retained by them following the transfer of the Transferred Securities into Class A ordinary shares of the Company on a one-for-one basis (the "Class B Conversion");

 effective on the Closing Date, Philippe Tartavull, Greg Klein and Angela Blatteis will resign from their roles as officers and directors of the Company and the Company will appoint the individuals designated by Buyers as officers and directors;

 upon the expiration of certain waiting periods contemplated by the Agreement, the
 incumbent independent directors of the Company will resign and be replaced by individuals
 designated by Buyers.

 Forward Purchase Agreements

 The Company entered into separate forward purchase agreements (the " Forward Purchase Agreements ") with Apollo and Atalaya (the " Forward Purchasers ") on August 13, 2021, and August 4, 2021, respectively. The Forward Purchase Agreements provide, at the Company's option, for the aggregate purchase of up to 9,600,000 Class A ordinary shares and
 4,800,000 warrants to purchase Class A ordinary shares for an aggregate price of $96.0
 million ($10.00 for one Class A ordinary share and one half of one warrant), in private
 placements that will close concurrently with the closing of the initial business combination.
 The forward purchase shares and forward purchase warrants will be identical to the
 Class A ordinary shares and Public Warrants included in the Units sold in the IPO.
 Each Forward Purchaser's commitment under its Forward Purchase Agreement is subject to certain conditions
 including investment committee approval.

 Promissory Note – Related Party

 In April 2021, the Sponsor issued an unsecured promissory note to the Company (the " Promissory Note "), pursuant to which the Company may borrow up to an aggregate principal amount of
 $ 300,000. The Promissory Note was non-interest bearing and payable on the earlier
 of December 31, 2022, or the consummation of the IPO. On October 29, 2021, the Company repaid the Sponsor $ 300,000 for amounts outstanding under the
 Promissory Note. However, the promissory note balance on October 29, 2021 was $ 279,597 and, as such, the Company recorded a $ 20,403 related party receivable
 for the over-payment. As of December 31, 2023 and 2022, there were no amounts outstanding under the Promissory Note, respectively.

 On July 1, 2023 the Company entered into a promissory note with the Buyers for up to an aggregate
 of $ 1,000,000 (the "2023 Promissory Note). The 2023 Promissory Note is non-interest
 bearing and payable upon the earlier of the date on which the Company consummates
 an initial business combination, the liquidation of the Company, or October 29, 2024. The Note does not bear any interest. As of December 31, 2023, there was $ 682,508 amounts outstanding under the 2023 Promissory Note.

 Administrative Services Agreement

 The Company has entered into an agreement commencing on November 28, 2021, with Tartavull Klein Blatteis Capital, LLC (" TKB Capital "), an affiliate of the Sponsor, pursuant to which the Company will pay TKB Capital
 a total of $ 10,000 per month for office space, secretarial and administrative services
 provided to the Company. Upon completion of the initial business combination or the
 Company's liquidation, the Company will cease paying these monthly fees. For the year ended
 December 31, 2023, the Company incurred $ 60,000 of fees for these services. For the year ended December 31, 2022, the Company incurred $ 120,000 of fees for these services. As of December 31, 2023 and 2022, there was $ 0 and $ 100,000 included in accrued expenses in the accompanying balance sheets.

 On June 26, 2023, the Company entered into a termination agreement (the "Termination Agreement"),
 pursuant to which the Company terminated the Administrative Services Agreement with
 Tartavull Klein Blatteis Capital, LLC dated October 26, 2021 and Tartavull Klein Blatteis Capital, LLC forgave and fully discharged all
 outstanding fees thereunder as of the date of the Closing.

 F- 19

 Related Party Loans

 In order to finance transaction costs in connection with an initial business combination,
 the Sponsor, certain of the Company's officers, directors or any of their affiliates may, but are not obligated to, loan
 the Company funds as may be required (" Working Capital Loans "). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account
 released to the Company. Otherwise, the Working Capital Loans would be repaid only
 out of funds held outside the Trust Account. In the event that an initial business
 combination does not close, the Company may use a portion of proceeds held outside
 the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust
 Account would be used to repay the Working Capital Loans. The Working Capital Loans
 would either be repaid upon consummation of an initial business combination, without
 interest, or, at the lender's discretion, up to $1,500,000 of such Working Capital Loans may be convertible into
 warrants of the post-business combination entity at a price of $1.00 per warrant.
 The warrants would be identical to the Private Placement Warrants. As of December 31, 2023 and 2022, no Working Capital Loans were outstanding.

 Working Capital Advance

 On January 26, 2023, in connection with the proposed Business Combination with Wejo, Sponsor entered
 into a promissory note (the " Phelan Note ") with Daniel Phelan (the " Lender "), which provides for working capital for the Company in an aggregate principal amount
 of up to $ 750,000. The Phelan Note was amended and restated on March 9, 2023. As of January 30, 2023, Sponsor had drawn $ 250,000 under the Phelan Note and subsequently advanced
 these funds to the Company. The Phelan Note is non-interest bearing and non-convertible.
 All unpaid principal accrued under the Phelan Note will be repaid at the closing of
 the Business Combination or the earlier termination of the Business Combination Agreement
 in certain circumstances specified in the Phelan Note. In consideration for the Phelan
 Note, Sponsor agreed to pay to the Lender at the closing of the Business Combination
 a commitment fee equal to 50% of the then-outstanding principal balance of the Phelan
 Note up to a maximum of $ 375,000. If the Business Combination does not close, the
 commitment fee will not be paid. As of December 31, 2023, the Sponsor forgave the debt and the Company recorded a contribution from
 sponsor of $ 250,000. In addition, the Company recorded a $ 125,000 expense and a corresponding
 increase in additional paid in capital related to the commitment fee that will be
 paid by the Sponsor upon the closing of the Business Combination.

 Wejo Assignment and Assumption Agreement

 On January 5, 2023, the Sponsor entered
into an assignment and assumption agreement with Wejo, which was subsequently amended and restated on March 2, 2023 (the " Wejo
Assignment "), pursuant to which Wejo agreed to pay the Sponsor an aggregate of $295,000 to fund the Company's working
capital requirements and the Sponsor agreed to assign to Wejo, effective as of the Closing Date or the earlier termination of the Business
Combination Agreement in accordance with its terms or otherwise, an aggregate of 83,250 Founder Shares and 250,000 Private Warrants.
Wejo paid $250,000 to the Sponsor on January 11, 2023 and $45,000 to the Sponsor on March 2, 2023, for an aggregate payment
of $295,000.

 The Sponsor subsequently advanced $ 250,000 funds to the Company's for working capital purposes. The advance is non-interest bearing, unsecured, and
 payable in cash upon the consummation of the Company's initial business combination. The warrants and shares, the Company estimated the
 fair value of the 83,250 Founder Shares and 250,000 Private Warrants was $ 294,289
 and $ 7,500, respectively, for an aggregate $ 301,789 on January 5, 2023. The fair value of the Founder Shares was determined using the value of the
 Class A Units, reduced by the probability of no acquisition and by a discount for
 a lack of marketability with a volatility of 107.88 %, risk-free rate of 4.78 % and
 a stock price of $10.33 as of the valuation date of January 5, 2023. The Private Placement Warrants were valued at $ 0.03 per warrant, which was
 the closing price of the Company's public warrants on January 5, 2023. The Company utilized this value as Private Warrants are classified as Level
 2 due to the use of an observable market quote for a similar asset in an active market
 under the ticker USCTW (See Note 9). As a result, there was a loss on the sale of
 the shares and warrants of $ 6,789. During the year ended December 31, 2023, the Sponsor forgave the debt and the Company recorded a contribution from
 sponsor of $ 250,000 and a contribution of capital by Sponsor of $ 5,753.

 F- 20

 Forgiveness of related party accrued expenses

 In connection with the securities transfer Agreement described above, affiliates of
 the of Sponsor forgave $ 60,556 of previously accrued expenses, of which $ 57,335 related
 to the Administrative Services Agreement described above and $ 3,221 relates to reimbursable
 expenses paid by the affiliate on behalf of the Company. As a result, a capital contribution
 of $ 60,556 was recorded as of December 31, 2023.

 Note 6 — Shareholders' Deficit

 Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of
 $ 0.0001 per share with such designation, rights and preferences as may be determined
 from time to time by the Company's board of directors. At December 31, 2023 and 2022, there were no preference shares issued or outstanding.

 Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par
 value of $ 0.0001 per share. Holders of the Company's Class A ordinary shares are entitled to one vote for each share. At December 31, 2023 and 2022, there were 5,675,000 and no Class A ordinary shares issued and outstanding,
 excluding 2,119,236 and 23,000,000 Class A ordinary shares subject to possible redemption
 as presented in temporary equity, respectively.

 Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par
 value of $ 0.0001 per share. At December 31, 2023 and 2022, there were 75,000 and 5,750,000 Class B ordinary shares issued and outstanding, respectively.

 Ordinary shareholders of record are entitled to one vote for each share held on all
 matters to be voted on by shareholders and holders of Class A ordinary shares and
 holders of Class B ordinary shares will vote together as a single class on all matters
 submitted to a vote of the shareholders except as required by law; provided that only
 holders of Class B ordinary shares will have the right to vote on the appointment
 of directors prior to or in connection with the completion of the initial business
 combination.

 The Class B ordinary shares will automatically convert into Class A ordinary shares
 at the time of an initial business combination on a one-for-one basis, subject to
 adjustment. In the case that additional Class A ordinary shares, or equity-linked
 securities, are issued or deemed issued in excess of the amounts offered in the IPO
 and related to the closing of an initial business combination, the ratio at which
 Class B ordinary shares shall convert into Class A ordinary shares will be adjusted
 (unless the holders of a majority of the outstanding Class B ordinary shares to waive
 such adjustment with respect to any such issuance or deemed issuance) so that the
 number of Class A ordinary shares issuable upon conversion of all Class B ordinary
 shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the
 total number of all ordinary shares outstanding upon the completion of the IPO plus
 all Class A ordinary shares and equity-linked securities issued or deemed issued by
 the Company in connection with or in relation to the consummation of the initial business
 combination, excluding any forward purchase securities, any Class A ordinary shares
 or equity-linked securities exercisable for or convertible into Class A ordinary shares
 issued, or to be issued, to any seller in the initial business combination and any
 private placement warrants issued to the Sponsor upon conversion of Working Capital
 Loans. In no event will the Class B ordinary shares convert into Class A ordinary
 shares at a rate of less than one to one.

 Conversion of Class B shares

 On January 18, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles
 of Association of the Company, the Sponsor, the holder of an aggregate of 5,650,000
 of the Company's outstanding Class B ordinary shares, par value $0.0001 per share (" Class B Shares "), elected to convert each outstanding Class B Share held by it on a one-for-one
 basis into Class A ordinary shares, par value $0.0001 per share (" Class A Shares ") of the Company, with immediate effect. Following such conversion, as of January 18, 2023, the Company had an aggregate of 28,650,000 Class A Shares issued and outstanding
 and 100,000 Class B Shares issued and outstanding. On June 28, 2023, holders of an aggregate of 25,000 of the remaining outstanding Class B Shares
 elected to convert their Class B Shares into Class A Shares. The Class A ordinary
 shares issued in connection with the Conversion are subject to the same restrictions
 as applied to the Class B ordinary shares before the Conversion, including, and among
 other things, certain transfer restrictions, waiver of redemption rights and the obligation
 to vote in favor of a Business Combination as described in the prospectus for the
 Company's IPO. The Company modified its balance sheet and statements of shareholders equity
 to reflect the impact of these conversions.

 F- 21

 Note 7 — Warrant Liabilities

 The Company accounts for the 22,250,000 warrants that were issued in the IPO (representing
 11,500,000 Public Warrants and 10,750,000 Private Placement Warrants) in accordance
 with the guidance contained in ASC 815-40. Such guidance provides that because the
 warrants do not meet the criteria for equity treatment thereunder, each warrant must
 be recorded as a liability. The warrants do not meet the criteria to be considered
 indexed to the Company's stock due to settlement provisions that result in holders of warrants receiving
 variable settlement amounts determined by the reference table. Additionally, an event
 that is not within the entity's control could require net cash settlement, thus precluding equity classification.
 Accordingly, the Company will classify each warrant as a liability at its fair value.
 This liability is subject to re-measurement at each balance sheet date. With each
 such re-measurement, the warrant liability will be adjusted to fair value, with the
 change in fair value recognized in the Company's statement of operations.

 Warrants — Public Warrants may only be exercised for a whole number of Class A ordinary shares.
 No fractional warrants will be issued upon separation of the Units and only whole
 warrants will trade. Accordingly, unless holders purchase at least two Units, they
 will not be able to receive or trade a whole warrant. The Public Warrants will become
 exercisable 30 days after the completion of an initial business combination.

 The Company will not be obligated to deliver any Class A ordinary shares pursuant
 to the exercise of a Public Warrant and will have no obligation to settle such Public
 Warrant exercise unless a registration statement under the Securities Act with respect
 to the Class A ordinary shares issuable upon exercise of the Public Warrants is then
 effective and a prospectus relating thereto is current, subject to the Company satisfying
 its obligations with respect to registration, or a valid exemption from registration
 is available. No Public Warrant will be exercisable, and the Company will not be obligated
 to issue any Class A ordinary shares upon exercise of a Public Warrant unless the
 Class A ordinary shares issuable upon such Public Warrant exercise has been registered,
 qualified or deemed to be exempt under the securities laws of the state of residence
 of the registered holder of the Public Warrants.

 The Company has agreed that as soon as
 practicable, but in no event later than 20 business days after the closing of an initial business combination, it will use its
 commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement filed in connection
 with its IPO or a new registration statement covering registration under the Securities Act, of the Class A ordinary shares issuable
 upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become
 effective within 60 business days after the closing of an initial business combination, and to maintain the effectiveness of such
 registration statement and a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are
 redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a
 Public Warrant not listed on a national securities exchange such that they satisfy the definition of a "covered
 security" under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public
 Warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the
 Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a
 registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue
 sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon
 exercise of the Public Warrants is not effective by the 60 th day after the closing of an initial business combination,
 Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company
 will have failed to maintain an effective registration statement, exercise Public Warrants on a "cashless basis" in
 accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially
 reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

 Redemption of warrants when the price per Class A ordinary share equals or exceeds
 $ 18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

 in
whole and not in part;

 F- 22

 at
a price of $ 0.01 per warrant;

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

 if, and only if, the last reported sale price of the Class A ordinary share equals
 or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
 reorganizations, recapitalizations and the like) for any 20 trading days within a
 30-trading day period ending three trading days before the Company sends the notice
 of redemption to the warrant holders.

 If and when the Public Warrants become redeemable by the Company, it may exercise
 its redemption right even if the Company is unable to register or qualify the underlying
 securities for sale under all applicable state securities laws.

 Redemption of warrants when the price per Class A ordinary share equals or exceeds
 $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public
 Warrants:

 in whole and not in part;

 at a price of $0.10 per warrant;

 upon a minimum of 30 days' prior written notice of
redemption to each warrant holder; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption
and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary share;

 if, and only if, the last reported sale price of the Class
A ordinary share equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications,
recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company
send the notice of redemption to the warrant holders; and

 if the last reported sale price of the Class A ordinary share
for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the
notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the
same terms as the outstanding Public Warrants, as described above.

 In addition, if (x) the Company issues additional
 Class A ordinary shares or equity-linked securities (excluding the forward purchase securities) for capital raising purposes in
 connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per
 Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company's board
 of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares
 held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the " Newly
 Issued Price "), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
 and interest thereon, available for the funding of an initial business combination on the date of the consummation of an initial
 business combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during
 the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial business combination
 (such price, the " Market Value ") is below $9.20 per share, then the
 exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and
 the Newly Issued Price, the $18.00 per share redemption trigger price described above under "Redemption of warrants when
 the price per Class A ordinary share equals or exceeds $18.00" and "Redemption of warrants when the price per Class
 A ordinary share equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the
 Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under "Redemption
 of warrants when the price per Class A ordinary share equals or exceeds $10.00" will be adjusted (to the nearest cent) to
 be equal to the higher of the Market Value and the Newly Issued Price.

 F- 23

 The Private Placement Warrants are identical
to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares
issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion
of an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable
for cash or on a cashless basis, at the holder's option, and are non-redeemable so long as they are held by the initial purchasers
or their permitted transferees (except for a number of Class A ordinary shares as described above under "Redemption of warrants
when the price per Class A ordinary share equals or exceeds $10.00"). If the Private Placement Warrants are held by someone other
than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption
scenarios and exercisable by such holders on the same basis as the Public Warrants.

 Note 8 — Commitments and Contingencies

 Registration Rights

 The holders of the Founder Shares, Private Placement Warrants, warrants that may be
 issued upon conversion of Working Capital Loans and forward purchase securities that
 may be issued pursuant to the Forward Purchase Agreements (and any Class A ordinary
 shares issuable upon the exercise of the Private Placement Warrants, forward purchase
 warrants and warrants that may be issued upon conversion of the Working Capital Loans
 and upon conversion of the Founder Shares) are entitled to registration rights pursuant
 to a registration rights agreement that was signed on the effective date of the IPO,
 requiring the Company to register such securities for resale. The holders of these
 securities are entitled to make up to three demands, excluding short-form demands,
 that the Company register such securities. In addition, the holders have certain "piggy-back"
 registration rights with respect to registration statements filed subsequent to the
 completion of an initial business combination and rights to require the Company to
 register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection
 with the filing of any such registration statements.

 Underwriting Agreement

 The Company granted the underwriters a 45-day option from the date of the IPO to purchase
 up to 3,000,000 additional Units to cover over-allotments at the IPO price less the
 underwriting discount. On October 29, 2021, the underwriters exercised the over-allotment option in full, generating
 an additional $ 30,000,000 in gross proceeds. As a result of the over-allotment being
 exercised in full, the Sponsor did not forfeit any Founder Shares back to the Company.
 The underwriters were paid a cash-underwriting discount of $ 3,850,000 in the aggregate
 at the closing of the IPO. In addition, $ 0.35 per Unit, or $8,050,000, and $750,000
 of deferred underwriting commissions ($ 8,800,000 in the aggregate) is payable to the
 underwriters for deferred underwriting commissions. The deferred fee is payable to
 the underwriters from the amounts held in the Trust Account solely in the event that
 the Company completes an initial business combination, subject to the terms of the
 underwriting agreement.

 In June 2023, the underwriters agreed to waive its entitlement to the deferred underwriting
 commission of $ 8,800,000 to which it became entitled upon completion of the Company's Initial Public Offering, subject to the consummation of the Transaction. As a result,
 the Company derecognized the deferred underwriting fee payable of $ 8,800,000 and recorded
 $ 8,231,688 of the forgiveness of the deferred underwriting fee allocated to Public
 Shares to the carrying value of the shares of Class A ordinary shares and the remaining
 balance of $ 568,312 was as a gain from extinguishment of liability allocated to warrant
 liabilities and is included in forgiveness of debt on the Company's statements of operations. As of December 31, 2023 and 2022, the deferred underwriting fee payable is $ 0 and $ 8,800,000, respectively.

 Broker Dealer Agreements

 The Company entered into seven broker dealer agreements through December 31, 2023, for the purposes of identifying a target company (" Target ") in connection with the Company's initial business combination. While the terms of these agreements vary, each agreement
 reflects that the broker dealer (the "Finder") will be entitled to a fee if they identify
 potential targets with which the Company completes a business combination. As of December 31, 2023, the Company had not accrued any amounts related to any broker dealer agreements.
 None of the Finders are entitled to a fee in connection with the proposed Business
 Combination with Wejo which was terminated in June 2023

 F- 24

 Consulting Agreements

 The Company entered into nineteen consulting agreements through December 31, 2023.

 With respect to seventeen of the nineteen consulting agreements, during the term of
 each agreement, the consultant (" Consultant ") will advise the Company concerning matters related to qualifying business combinations,
 including services such as valuation, diligence and general advice with respect to
 the business, operations and financial conditions of any such counterparty to a qualifying
 business combination. Upon closing of an initial business combination, the Company
 will pay the Consultant a base fee of $ 350,000. In lieu of, and not in addition to
 the base fee, the Company will pay a bonus fee of $ 1,000,000 if the Company and the
 Consultant mutually determine and agree that the Consultant will provide advice or
 services that are of a different kind than those contemplated in the agreement. In
 lieu of and not in addition to the base fee and bonus fee, the Company will pay to
 the Consultant an additional fee equal to 0.5% of the pre-money equity value of the
 Target if the Company and the Consultant mutually determine and agree that the Consultant
 provided, or will provide, material support in connection with the evaluation, negotiation,
 execution or marketing of an initial business combination that is ultimately consummated
 by the Company. Payment to the Consultant is dependent upon the closing of an initial
 business combination.

 On August 3, 2022, the Company entered into a consulting agreement. During the term of this agreement,
 the Consultant will advise the Company concerning matters related to qualifying business
 combinations, including services such as valuation, diligence and general advice with
 respect to the business, operations and financial conditions of any such counterparty
 to a qualifying business combination. As consideration for the services performed
 by the Consultant during the term of the agreement, upon the closing of an initial
 business combination, the Company shall pay to the Consultant a fee equal to one percent
 (1%) of the pre-money equity value of the Target, as stated in the Agreement and Plan
 of Merger executed between the Company and the Target (which such pre-money equity
 value shall be determined in a manner consistent with disclosures set forth in the
 proxy statement/prospectus filed in connection with such initial business combination).
 Payment to the Consultant is dependent upon the closing of an initial business combination.

 On October 25, 2022, the Company entered into a consulting agreement. During the term of this
 agreement, the consultant (" Consultant ") will advise the Company concerning matters related to qualifying business combinations,
 including services such as valuation, diligence and general advice with respect to
 the business, operations and financial conditions of any such counterparty to a qualifying
 business combination. In consideration for the services performed by the Consultant
 during the term, upon the closing of an initial business combination, the Company
 shall pay to the Consultant, in shares at close, 100,000 shares of the surviving entity.

 As of December 31, 2023, no work has been performed related to any of the aforementioned consulting agreements and thus the Company did not accrue any amounts related to these
 agreements.

 Vendor Agreement

 On August 26, 2021, the Company entered
into an agreement with a vendor to provide services and support in connection with finding and completing a successful business combination.
In connection with these services, the Company agreed to pay the vendor $ 250,000 per annum. It is also agreed that the vendor could earn
up to 45,000 ordinary shares over the term of the agreement.

 On August 16, 2022, the Company amended the agreement whereby it agreed to pay the vendor $ 125
 per hour payable upon the completion of a successful business combination.

 On October 7, 2022, the Company terminated the original agreement and entered into a new agreement
 with the vendor, pursuant to which the Company agreed to pay the vendor $ 125 per hour
 and the Sponsor assigned 23,883 Class B ordinary shares to the vendor, effective upon
 the completion of a successful business combination.

 F- 25

 For the years ended December 31, 2023 and December 31, 2022, the Company incurred $ 0 and $ 191,402 in fees for these services. As of December 31, 2023 and 2022, the Company had a balance of $ 0 and $ 42,181 in accounts payable and accrued expenses related to these services.

 On July 24, 2023, the Company entered into a waiver agreement with the vendor which resulted
 in the forgiveness of $ 42,181 of the outstanding balance. This amount is reflected
 in forgiveness of debt on the statement of operations for the year ended December 31, 2023.

 Advisory Agreement

 On January 9, 2023, the company entered into an advisory agreement letter with Jefferies LLC (" Jefferies "), where Jefferies will provide the Company with equity capital markets financial
 advice and assistance in connection with a possible business combination. In addition,
 the Jefferies will act as sole and exclusive manager, bookrunner, placement agent,
 arranger, underwriter and/or initial purchaser, as the case may be, in connection
 with the sale and/or placement of any debt or equity financing in connection with
 the Company's pending Business Combination. As consideration for the services performed by Jefferies,
 the Company agrees to pay Jefferies customary fees and expense reimbursements for
 such services. Any payment of fees to Jefferies is contingent upon the closing of
 a debt or equity financing. On June 20, 2023, the advisory agreement letter was terminated, and Jefferies agreed to all
 fees subject to, and expressly conditioned upon, payment to Jefferies of a minimum
 of $ 16,000 contingent upon the closing of a business combination, representing partial
 reimbursement of expenses owed. As of December 31, 2023, the Company had not recorded an expense for the delivery of these services.

 Business Combination Agreement

 On January 10, 2023, the Company, entered into a business combination agreement with Wejo Group
 Limited, an exempted company limited by shares incorporated under the laws of Bermuda
 (" Wejo "), and Green Merger Subsidiary Limited, an exempted company incorporated under the
 laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (" Merger Sub 1 ") and upon execution of a joinder to the business combination agreement, each of
 Wejo Holdings Limited, an exempted company limited by shares incorporated under the
 laws of Bermuda and a wholly owned subsidiary of Wejo (" Holdco ") and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated
 under the laws of Bermuda and a wholly owned Subsidiary of Holdco (" Merger Sub 2 " and together with Merger Sub 1, the " Merger Subs ") (as it may be amended, restated, supplemented or otherwise modified from time to
 time, the " Business Combination Agreement ").

 On June 25, 2023, the Company, Wejo, Holdco, Merger Sub 1 and Merger Sub 2 entered into that
 certain Mutual Termination Agreement ("Termination Agreement") pursuant to which the parties mutually agreed to terminate the Business Combination
 Agreement pursuant to Section 7.1(a) thereof. The Termination Agreement also includes mutual releases of the parties.
 No party will be required to pay a termination fee as a result of the mutual decision
 to enter into the Termination Agreement.

 The termination of the Business Combination Agreement also terminates the Voting Agreement,
 dated as of January 10, 2023 ("Wejo Voting Agreement") between the Company and certain shareholders of
 Wejo and the Voting Agreement, dated as of January 10, 2023 (the "Sponsor Voting Agreement") between the Company, Sponsor and Directors,
 pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively.

 Regulatory Communications

 On April 11, 2023, TKB Critical Technologies 1 (the "Company") received a letter (the "MVPHS
 Notice") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock
 Market LLC ("Nasdaq") notifying the Company that for the last 30 consecutive trading
 days prior to the date of the MVPHS Notice, the Company's minimum market value of publicly held shares was less than $15.0 million, which
 does not meet the requirement for continued listing on The Nasdaq Global Market, as
 required by Nasdaq Listing Rule 5450(b)(2)(C) (the "MVPHS Rule").

 F- 26

 On April 13, 2023, the Company demonstrated compliance with the MVPHS Rule by filing an amended
 Annual Report on Form 10-K for the year ended December 31, 2022 which included an updated beneficial ownership table. On April 14, 2023, the Staff notified the Company that it has regained compliance with the MVPHS
 Rule.

 Deferred Legal Fee

 The Company incurred $ 2,657,577 and $ 1,164,402 during the years ended December 31, 2023 and December 31, 2022, respectively, of deferred legal fees that will be payable upon the consummation of an initial business
 combination.

 On June 20, 2023 and June 21, 2023, the Company entered into waiver agreements which resulted in the forgiveness
 of $ 3,730,114 of outstanding deferred legal fees. During the year ended December 31, 2023, $ 3,730,114 is included in forgiveness of debt on the Company's statements of operations.

 As of December 31, 2023 and 2022, the Company had $ 234,849 and $ 1,377,385, respectively, in deferred
 legal fees, which are included in accounts payable and accrued expenses on the Company's accompanying balance sheets.

 Forgiveness of debt

 During the period ended December 31, 2023, the Company entered into various agreements with additional vendors forgiving
 $ 393,750 of outstanding amounts owed.

 The aforementioned amounts are included in forgiveness of debt on the Company's statements of operations.

 Trust Account Receivable

 In connection with the Extension Amendment, as
described in Note 1, a clerical error resulted in the redeeming shareholders receiving an overpayment of approximately $0.04 per Class A
ordinary share, for an aggregate total overpayment amount of $ 147,410 (the "Overpayment Amount"). As of December 31, 2023,
there was $ 147,410 included in Trust Account receivable in the accompanying balance sheet. On April 3, 2024, the Overpayment Amount was
deposited back into Trust Account. The trustee and the Company are in the process of claiming the Overpayment Amount from the shareholders
that redeemed pursuant to the Extension Amendment.

 Note 9 — Fair Value Measurements

 The Company follows the guidance in ASC 820
for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial
assets and liabilities that are re-measured and reported at fair value at least annually.

 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 the Company's assessment of the assumptions that market participants would use in pricing the
 asset or liability.

 F- 27

 The following table presents information about the Company's assets and liabilities 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:

 Schedule of Fair Value, Liabilities Measured on Recurring Basis

 Description

 Level

2023

2022

 Assets:

 Marketable securities held in trust account

 $
 23,332,031

 $
 237,987,827

 Liabilities:

 Warrant liability – Public Warrants

 287,500

 249,550

 Warrant liability – Private Placement Warrants

 268,750

 233,275

 The warrants were accounted for as liabilities in accordance with ASC 815-40 and are
 presented within warrant liabilities in the accompanying balance sheets. The warrant
 liabilities are measured at fair value at inception and on a recurring basis, with
 changes in fair value presented within the statements of operations.

 As of December 31, 2023, the aggregate values of the Public Warrants and Private Placement Warrants
 were $ 287,500 and $ 268,750, respectively, based on a fair value of $ 0.03 per warrant. As of December 31, 2022, the aggregate values of the Public Warrants and Private Placement Warrants
 were $ 249,550 and $ 233,275, respectively, based on a fair value of $ 0.02 per warrant.

 The following table presents the changes in the fair value of warrant liabilities:

 Schedule of Derivative Liabilities at Fair Value

 Private
Placement

 Public

 Warrant
Liabilities

 Fair value as of January 1, 2023

 $
 233,275

 $
 249,550

 $
 482,825

 Change in fair value

 35,475

 37,950

 73,425

 Fair value as of December 31, 2023

 $
 268,750

 $
 287,500

 $
 556,250

 Private

Placement

 Public

 Warrant

Liabilities

 Fair value as of January 1, 2022

 5,160,000

 5,520,000

 10,680,000

 Change in fair value

 ( 4,926,725
)

 ( 5,270,450
)

 ( 10,197,175
)

 Fair value as of December 31, 2022

 $
 233,275

 $
 249,550

 $
 482,825

 The Company established the initial fair value for the warrants on October 29, 2021, the date of the consummation of the Company's IPO. The Company used a Black-Scholes model to value the warrants. For periods subsequent
 to the detachment of the Public Warrants from the Units, the close price of the Public
 Warrant will be used as the fair value as of each reporting period. The subsequent
 measurements of the Private Placement Warrants are classified as Level 2 due to the
 use of an observable market quote for a similar asset in an active market under the
 ticker USCTW. As of December 31, 2023, the Public Warrants have detached from the Units, and the closing price is utilized as the fair value.

 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period
 in which a change in valuation technique or methodology occurs. There were no other
 transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2023 and 2022.

 F- 28

 Note 10 — Subsequent Events

 Management has evaluated the impact of subsequent events through the date that the financial
 statements were issued. Based upon this review, the Company did not, other than the below identify any subsequent events that would have required adjustment or disclosure in the
 financial statements.

 On each of January 5, 2023, February 6, 2024, and March 6, 2024, the Company deposited an additional $ 60,000,
 for an aggregate of $ 180,000
 into the trust extending the date of which the Company has to complete a Business Combination to March 29, 2024.

 On February 29, 2024, Gordon Roth resigned as Chief Financial Officer of the Company and the Board appointed Joseph Tonnos as Chief Financial Officer of the Company,
 effective February 29, 2024. Mr. Roth's decision to resign was not the result of any dispute or disagreement with the Company
 or any matter relating to the Company's operations, policies or practices.

 On April 3, 2024, the Overpayment Amount, as
described in Note 8, was deposited back into Trust Account. The trustee and the Company are in the process of claiming the Overpayment
Amount from the shareholders that redeemed pursuant to the Extension Amendment.

 F- 29

 EXHIBIT INDEX

 No.

 Description of Exhibit

 1.1+

 Underwriting
 Agreement(1)

 3.1

 Amended
 and Restated Memorandum and Articles of Association(1)

 3.2

 Amendment
 to the Amended and Restated Memorandum and Articles of Association(2)

 3.3

 Amendment to the Amended and Restated Memorandum and Articles of
 Association(3)

 3.4

 Amendment to the Amended and Restated Memorandum and Articles of
 Association dated September 7, 2023(4)

 4.1

 Specimen
 Unit Certificate(1)

 4.2

 Specimen
 Ordinary Share Certificate(1)

 4.3

 Specimen
 Warrant Certificate(1)

 4.4

 Warrant
 Agreement between Continental Stock Transfer & Trust Company and the Registrant(2)

 4.5

 Description of Securities

 10.1

 Letter
 Agreement among the Registrant, TKB Sponsor I, LLC and each of the executive officers and directors of the Registrant(5)

 10.2

 Investment
 Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant(5)

 10.3

 Amendment
 to the Investment Management Trust Agreement, dated January 27, 2023, by and between Continental Stock Transfer & Trust Company
 and the Registrant(2)

 10.4

 Registration
 Rights Agreement among the Registrant, TKB Sponsor I, LLC and the Holders signatory thereto(5)

 10.5

 Private
 Placement Warrants Purchase Agreement between the Registrant and TKB Sponsor I, LLC(2)

 10.6

 Form
 of Indemnity Agreement(1)

 10.7

 Securities
 Subscription Agreement between the Registrant and TKB Sponsor I, LLC(1)

 10.8

 Amendment
 to the Investment Management Trust Agreement, dated June 28, 2023, by and between Continental Stock Transfer & Trust Company
 and the Registrant(3)

 10.9

 Amended
 and Restated Forward Purchase Agreement between the Registrant and Apollo Capital Management, L.P.(1)

 10.10

 Forward
 Purchase Agreement between the Registrant and Apollo Capital Management, L.P.(1)

 10.11

 Form
 of Registration Rights Agreement(5)

 10.12

 Promissory Note Dated July 1, 2023(6)

 Code
 of Business Conduct and Ethics(1)

 31.1

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

 31.2

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

 31.3

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

 32.1

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

 32.2

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

 32.3

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

 97.1

 Claw-back Policy

 101.INS

 101.SCH

 101.CAL

 Linkbase

 101.DEF

 101.LAB

 101.PRE

 Linkbase

 in Exhibit 101)

 (1)

 Incorporated by reference to the registrant's Form S-1, filed with the SEC on October 8, 2021.

 (2)

 Incorporated by reference to the registrant's Current Report on Form 8-K, filed with the SEC on January 30, 2023.

 (3)

 Incorporated by reference to the registrant's Current Report on Form 8-K, filed with the SEC on July 3, 2023.

 (4)

 Incorporated by reference to Annex A to the registrant's definitive proxy statement filed with the SEC on September 7, 2023

 (5)

 Incorporated by reference to the registrant's Current Report on Form 8-K, filed with the SEC on October 29, 2021.

 (6)

 Incorporated by reference to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 (5)

 Incorporated by reference to the registrant's Current Report on Form 8-K, filed with the SEC on March 29, 2023.

 +
 Certain exhibits and schedules to this Exhibit have been omitted
in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or
schedule to the SEC upon its request.

 SIGNATURES

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

 Date: April 11, 2024

 By:

 /s/ Byron Roth

 Name:

 Byron Roth

 Title:

 Co-Chief Executive Officer

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

 Name

 Position

 Date

 /s/ Byron roth

 Co-Chief Executive Officer

 Byron Roth

 (Principal Executive Officer), Director

 /s/ John Lipman

 Co-Chief Executive Officer

 John Lipman

 (Principal Executive Officer), Director

 /s/ Joseph Tonnos

 Chief Financial Officer

 Joseph Tonnos

 (Principal Financial and Accounting Officer)

 /s/ Adam Rothstein

 Director

 Adam Rothstein

 /s/ Christopher Chawla

 Director

 Christopher Chawla

 /s/ Sam Bradley

 Director

 Sam Bradley