UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended December 31, 2023

 or

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

 For the transition period from to

 Commission file number: 001-41415

 (Exact name of registrant as specified in its charter)

 Delaware

 87-4328187

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 13284 Pond Springs Rd, Ste 405
 Austin, TX

 78729

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (512) 666-1277

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

 Title of each class

 Name of each exchange on which registered

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

 The Nasdaq Stock Market LLC

 Class A Common Stock, par value $0.0001 per share

 The Nasdaq Stock Market LLC

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

 The Nasdaq Stock Market LLC

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

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

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging Growth Company

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

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

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

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

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

 At June 30, 2023, the last business day of the
registrant's most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held
by non-affiliates of the registrant was $ 39,443,716.29.

 The number of shares of the common stock of the registrant
issued and outstanding as of March 21, 2024 was 5,411,300 shares of common stock, including 3,255,050 shares of Class A common stock,
par value $0.0001, and 2,156,250 shares of Class B common stock, par value $0.0001.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 FORM 10-K

 FOR THE YEAR ENDED DECEMBER 31, 2023

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

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

 Item 6.

 [Reserved]

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 FORWARD LOOKING STATEMENTS

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

 ability to complete our initial business combination;

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

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

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

 pool of prospective target businesses;

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

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

 the potential liquidity and trading of our securities;

 the lack of a market for our securities;

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

 financial performance following our initial public offering.

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

 ii

 ITEM 1. BUSINESS

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

 Overview

 We are a blank check company
formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar initial
business combination with one or more businesses (the "initial business combination"). Our efforts to identify a potential
initial business combination target are not limited to a particular industry or geographic region. Although we intend to focus our search
on technology-enabled sectors in North America including but not limited to the e-commerce, financial services, educational technology
services, or health information service sectors, we are not required to complete our initial business combination with a business in these
industries and, as a result, we can pursue an initial business combination outside of these industries or out of North America. Our ability
to locate a potential target is subject to the uncertainties discussed in the registration statement on Form S-1 (File No.: 333-263477)
(the "S-1"), filed with the Securities and Exchange Commission (the "SEC").

 On February 4, 2022,
our sponsor, Acri Capital Sponsor LLC (the "Sponsor") acquired 2,156,250 Class B common stock ("Founder Shares")
of for an aggregate purchase price of $25,000, or approximately $0.01 per share. On June 14, 2022, we consummated the initial public offering
(the "IPO") of 8,625,000 units (the "Units") (including 1,125,000 Units issued upon the full exercise of the over-allotment
option). Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the "Public Shares"), and one-half
of one redeemable warrant (the "Public Warrants"), each whole Public Warrant entitling the holder thereof to purchase one
share of Class A common stock (the "Class A common stock") at an exercise price of $11.50 per share. The Units were sold at
an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000 on June 14, 2022. Substantially concurrently with the closing
of the IPO, we completed the sale of 5,240,000 private placement warrants (the "Private Warrants", together with the Public
Warrants, the "Warrants") to our Sponsor at a purchase price of $1.00 per Private Warrant (the "Private Placement"),
generating gross proceeds to the us of $5,240,000. The Private Warrants are identical to the Public Warrants except that the Private Warrants
(including the Class A common stock issuable upon exercise of the Private Warrants) will not be transferable, assignable or salable until
30 days after the completion of the initial business combination except to permitted transferees. Following the closing of the IPO, $87,975,000
($10.20 per Unit) from the proceeds of the sale of the Units and the Private Warrants (the "Trust Funds"), was held into a
U.S.-based trust account (the "Trust Account") with Wilmington Trust, National Association, acting as trustee.

 The Trust Funds include $2,587,500
payable to the underwriters (the "deferred underwriting compensation") pursuant to the underwriting agreement dated June 9,
2022, entered among us and EF Hutton, division of Benchmark Investments, LLC ("EF Hutton"), the representative (the "Representative")
of the underwriters of the IPO.

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

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

 Special Meeting I

 On
February 8, 2023, the Company held a special meeting of stockholders (the "Special Meeting I"), at which the stockholders
of the Company approved the proposal to amend the Company's then-existing amended and restated certificate of incorporation
to amend the amount of monthly deposit required to be deposited in the Trust Account from $0.0333 for each public share to $0.0625 for
each public share for, and the Company may extend up to nine (9) times until December 14, 2023 if the Company has not consummated
its initial business combination by March 14, 2023 (the nine (9) month anniversary of the closing of its IPO). Upon the stockholders'
approval, on February 9, 2023, the Company filed a certificate of amendment to its then-existing amended and restated certificate of incorporation
which became effective upon filing (which, upon the amendment, the "First Amended Charter"). In connection with the Special
Meeting I, 4,981,306 shares of Class A common stock of the Company were redeemed and cancelled.

to the First Amended Charter, the Company may extend the deadline to complete its initial business combination (the "Combination
Deadline") up to nine times on monthly basis from March 14, 2023 to December 14, 2023, by depositing $227,730.87 each month into
the Trust Account, representing $0.0625 per public share. Following the Special Meeting I, the Sponsor deposited four monthly payments
to the Trust Account to extend the Combination Deadline to July 14, 2023. The four monthly payments were evidenced by four promissory
notes issued by the Company to the Sponsor, each in the principal amount of $227,730.87.

 Special Meeting II

 Combination Deadline Extension

 On
July 11, 2023, the Company held another special meeting of stockholders (the "Special Meeting II"), at which the stockholders
of the Company approved, among others, the proposal to amend the First Amended Charter to allow the Company until July 14, 2023 to
consummate an initial business combination, and, without another stockholder vote, to elect to extend Combination Deadline on a monthly
basis for up to nine (9) times, up to April 14, 2024, by depositing $75,000 to the Trust Account. Upon the stockholders'
approval, on July 12, 2023, the Company filed a certificate of amendment to its then-existing amended and restated certificate of incorporation
which became effective upon filing (which, upon the amendment, the "Second Amended Charter"). In connection with the Special
Meeting II, 388,644 shares of Class A common stock of the Company were redeemed and cancelled.

to the Second Amended Charter, the Company may extend the Combination Deadline on monthly basis from July 14, 2023 to up to nine times
by depositing $75,000 each month into the Trust Account. Following the Special Meeting II, the Sponsor deposited nine monthly payments
to the Trust Account to extend the Combination Deadline to April 14, 2024. The nine monthly payments were evidenced by nine promissory
notes issued by the Company to the Sponsor, each in the principal amount of $75,000, or $675,000 in aggregate.

 Target Amendment

 At
the Special Meeting II, the stockholders also approved the proposal to amend the Charter to remove the restriction of Company to undertake
an initial business combination with any entity with its principal business operations or is headquartered in China (including Hong Kong
and Macau) (the "Target Amendment"). As result of the Target Amendment, the Company may decide to consummate the Business
Combination with an entity with its principal business operations or is headquartered in China (including Hong Kong and Macau), so the
combined company may face various legal and operational risks and uncertainties after the business combination. See "Part II –
Other Information – Item 1A – Risk Factors" for details.

 Special Meeting III

 On
March 8, 2024, the Company filed a definitive proxy statement on Schedule 14A to announce that a third special meeting of stockholders
(the "Special Meeting III") will be held on April 9, 2024, at which the stockholders of the Company, among others, will be
asked to vote a new proposal to amend the Second Amended Charter to allow the Company until April 14, 2024 to consummate an initial business
combination, and, without another stockholder vote, to elect to extend Combination Deadline on a monthly basis for up to nine (9) times,
up to January 14, 2025, by depositing the lesser of (i) $50,000 for all remaining public shares and (ii) $0.033 for each remaining public
share in the Trust Account for each monthly extension.

 The
purpose of the Special Meeting III is to further extend the Combination Deadline allow the Company to have more time and flexibility to
complete its initial business combination. Public stockholders of shares of Class A Common Stock of the Company may elect to redeem their
shares for their pro rata portion of the funds available in the Trust Account in connection with the Special Meeting III, regardless of
whether such public stockholders vote "FOR" or "AGAINST," or abstain from voting on these proposals or otherwise
at the Special Meeting III.

 Change of Nasdaq Listing Market

 On
July 7, 2023, Nasdaq approved the Company's application to list its common stock, units, and warrants on the Capital Market. The
Company's common stock, units, and warrants commenced trading on the Capital Market at the opening of business on July 10, 2023.

 Business Combination Agreement with Foxx

 On February 18, 2024, we entered
into a business combination agreement (as amended from time to time, the "Business Combination Agreement"), by and among us,
Acri Capital Merger Sub I Inc., a Delaware corporation and our wholly-owned subsidiary ("Purchaser", or "PubCo"
upon and following the Business Combination), Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser
("Merger Sub", together with us and the Purchaser, the "Purchaser Parties"), and Foxx Development Inc., a Texas
corporation ("Foxx"), pursuant to which (i) Parent will merger with and into Purchaser (the "Reincorporation Merger"),
and (ii) Foxx will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser (the "Acquisition
Merger"). The Reincorporation Merger, the Acquisition Merger, and other transactions contemplated under the Business Combination
Agreement, are collectively referred to as the "Business Combination". Following consummation of the Business Combination
(the "Closing"), Purchaser will become a publicly traded company. Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.

 Foxx, established in 2017
as a Texas incorporated company, is a consumer electronics and integrated Internet-of-Things (IoT) solution company catering to both
retail and institutional clients. With robust research and development capabilities and a strategic commitment to cultivating long-term
partnerships with mobile network operators, distributors and suppliers around the world, FOXX currently sells a diverse range of products
including mobile phones, tablets and other consumer electronics devices throughout the United States, and is in the process of developing
and distributing end-to-end communication terminals and IoT solutions.

 Reincorporation Merger

 At
the effective time of the Reincorporation Merger (the "Reincorporation Merger Effective Time"), (i) each issued and outstanding
Unit will automatically separate into one share of our Class A Common Stock and one-half of one Warrant (the "Separation of Parent
Units"), (ii) upon the Separation of Units, each share of Class A or Class B Common Stock issued and outstanding shall be converted
automatically into one share of common stock of Purchaser, par value $0.0001 per share ("Purchaser Common Stock"), and (iii)
each issued and outstanding Warrant shall be converted automatically into one redeemable warrant of Purchaser, exercisable for one share
of Purchaser Common Stock at an exercise price of $11.50 ("Purchaser Warrant").

 Closing Payment Stock

 At the effective time of the
Acquisition Merger ("Effective Time"), by virtue of the Acquisition Merger and the Business Combination Agreement, and without
any action on the part of Parent, Purchaser, Merger Sub, Foxx, or stockholders of Foxx immediately prior to the Effective Time (the "Foxx
Shareholders"), the Foxx Shareholders' shares of common stock of Foxx ("Foxx Common Stock") issued and outstanding
immediately prior to the Effective Time will be canceled and automatically converted into the right to receive, without interest, the
applicable portion of the Closing Payment Stock (as defined herein) as set forth in the Closing Consideration Spreadsheet. "Closing
Payment Stock" means 5,000,000 shares of Purchaser Common Stock, which are equal or equivalent in value to the sum of $50,000,000
divided by $10.00 per share, among which, 500,000 shares in aggregate will be deposited to a segregated escrow account and to be released
to the Foxx Shareholders if and only if, prior to or upon one-year anniversary of the Business Combination Agreement, the U.S. Congress
has approved the affordable connectivity program of no less than $4 billion; or otherwise be cancelled and forfeited by PubCo without
consideration.

 Earnout Consideration

 In addition to Closing Payment
Stock, the Foxx Shareholders are entitled to receive up to an additional 4,200,000 shares of Purchaser Common Stock subject to achievement
of certain milestones (the "Earnout Shares"). The Earnout Shares will be issued as below:

 (i)

 In connection with the financial performance for the fiscal year ending June 30, 2024

 (a) 700,000 Earnout Shares will be
issued to Foxx Stockholders on a pro rata basis if and only if PubCo's audited consolidated financial statements for the fiscal
year ending June 30, 2024 ("2024 PubCo Audited Financial Statements"), prepared in accordance with the Generally Accepted
Accounting Principles of the United States ("U.S. GAAP") and filed with the SEC on Form 10-K by PubCo after Closing, reflect
revenue of PubCo for the fiscal year ending June 30, 2024 (the "PubCo 2024 Revenue") is no less than Sixty-Seven Million Dollars
($67,000,000) (including $67,000,000) and less than Eighty-Four Million Dollars ($84,000,000);

 (b) 1,400,000 Earnout Shares will be
issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue reflected in the 2024 PubCo Audited Financial Statements
is no less than Eighty-Four Million Dollars ($84,000,000) and less than One Hundred Million Dollars ($100,000,000); and

 (c) 2,100,000 Earnout Shares will be
issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue reflected in the 2024 PubCo Audited Financial Statements
is no less than One Hundred Million Dollars ($100,000,000).

 (ii)

 In connection with the financial performance for the fiscal year ending June 30, 2025

 (a) 700,000 Earnout Shares will be
issued to Foxx Stockholders on a pro rata basis if and only if PubCo's audited consolidated financial statements for the fiscal
year ending June 30, 2025 ("2025 PubCo Audited Financial Statements"), prepared in accordance with the Generally Accepted
Accounting Principles of the United States ("U.S. GAAP") and filed with the SEC on Form 10-K by PubCo after Closing, reflect
revenue of PubCo for the fiscal year ending June 30, 2025 (the "PubCo 2025 Revenue") is no less than Seventy-Seven Million
and Fifty Thousand Dollars ($77,050,000) (including $77,050,000) and less than Ninety-Six Million Six Hundred Thousand Dollars ($96,600,000)
(excluding $96,600,000);

 (b) 1,400,000 Earnout Shares will be
issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2025 Revenue reflected in the 2025 PubCo Audited Financial Statements
is no less than Ninety-Six Million Six Hundred Thousand Dollars ($96,600,000) (including $96,600,000) and less than One Hundred and Fifteen
Million Dollars ($115,000,000) (excluding $115,000,000); and

 (c) 2,100,000 Earnout Shares will be
issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue reflected in the 2024 PubCo Audited Financial Statements
is no less than One Hundred and Fifteen Million Dollars ($115,000,000) (including $115,000,000).

 Related Agreements

 Company Support Agreement

 Contemporaneously with the
execution of the Business Combination Agreement, all existing Foxx Stockholders of issued and outstanding capital stock of Foxx as of
the date thereof, entered into a support agreement pursuant to which such Foxx Stockholders agree, among other things, to vote in favor
of the Business Combination Agreement and the transactions contemplated therein, not to exercise any redemption or adjustment rights,
and waive any appraisal or dissenter rights.

 Sponsor Support Agreement

 Contemporaneously with the
execution of the Business Combination Agreement, the Sponsor, representing 39.85% of issued and outstanding common stock of ACAC as of
the date thereof, entered into a letter agreement pursuant to which such the Sponsor agreed to, among other things, vote in favor of the
Business Combination Agreement and the transactions contemplated therein.

 Form of Lock-Up Agreements

 At or prior to the Closing,
PubCo will enter into lock-up agreements (the "Lock-up Agreements") with any stockholder who will hold more than 5% of the
issued and outstanding shares of PubCo Common Stock upon the Closing. Pursuant to the Lock-Up Agreements, such parties will, subject to
certain customary exceptions, agree not to sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or
indirectly, any share of PubCo Common Stock held by them until the earlier to occur of: (A) six months after the Closing, or (B) the date
on which the last reported sale price of the PubCo Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share
dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Closing,
or earlier, in any case, if subsequent to the Closing, the PubCo completes a subsequent liquidation, merger, stock exchange or other similar
transaction that results in all of the Company's stockholders having the right to exchange their shares for cash, securities or
other property.

 Amendment to the Underwriting Agreement

 On February 23, 2024, we entered
into that certain Amendment (the "UA Amendment") to the Underwriting Agreement, dated June 9, 2022 (the "Underwriting
Agreement") with EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC, the "EF Hutton"), the representative
of the several underwriters of our IPO.

to the terms of the UA Amendment, EF Hutton and the Company have agreed to amend the Underwriting Agreement to replace the existing deferred
underwriting fee under the Underwriting Agreement from $2,587,500 payable in cash at the closing of a business combination, to (x) $1,725,000
payable in cash and (y) 43,125 shares of common stock of PubCo. to be issued, at the closing of the Acquisition Merger.

 Status as a Public Company

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

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

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

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

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

 Financial Position

 With funds in the Trust Account
available for an initial business combination initially in the amount of $36,672,846, after payment of $1,725,000 for deferred underwriting
discounts if the underwriters' over-allotment option is exercised in full, in each case before fees and expenses associated with
our initial business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing
capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.
Because we are able to complete our Initial business combination using our cash, debt or equity securities, or a combination of the foregoing,
we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target
business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance
it will be available to us.

 Effecting our Initial Business Combination

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

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

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

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

 Ability to Extend Time to Complete an initial business combination

 Pursuant to our Charter, as
amended by the Second Amended Charter, on July 12, 2023, if we anticipate that we may not be able to consummate our initial business combination
by July 14, 2023, we may, but are not obligated to, if requested by the Sponsor or its affiliates, extend the period of time to consummate
an initial business combination up to nine (9) times by an additional one month each time for a total of up to 9 months until April
14, 2024 (the "Paid Extension Period"), affording the Company up to April 14, 2024 to complete our initial business combination
(the "Combination Deadline"). Public stockholders will not be offered the opportunity to vote on or redeem their shares if
we choose to make any such Paid Extension Period. Pursuant to the terms of our Charter and the Trust Agreement Amendment, in order to
avail ourselves of the Paid Extension Period to consummate our initial business combination, the Sponsor or its affiliates or designees,
the lesser of (i) $75,000 and (ii) $0.045 for each public share to the Company's trust account, by the 14 th of each
month between July 2023 and March 2024. Any Monthly Extension Payment would be made in the form of a loan. If we complete our initial
business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. In addition, such Monthly
Extension Payments may be convertible into Private Warrants of the post initial business combination entity at a price of $1.00 per warrant
at the option of the lender. If we do not complete an initial business combination, we will not repay such Monthly Extension
Payments. We intend to issue a press release announcing the deposit of funds promptly after such funds are deposited into the Trust Account.
The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our initial
business combination. Our public stockholders will not be entitled to vote or redeem their shares in connection with any such paid extension.
As a result, we may effect such Paid Extension Period even though a majority of our public stockholders do not support such extension
and will not be able to redeem their shares in connection therewith.

 Lack of Business Diversification

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

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

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

 Limited Ability to Evaluate the Target's Management Team

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

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

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

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

 Type of Transaction

 Whether

Stockholder

Approval is

Required

 Purchase of assets

 No

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

 No

 Merger of target into a subsidiary of the company

 No

 Merger of the company with a target

 Yes

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

 we issue shares of common stock that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding;

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

 the issuance or potential issuance of common stock will result in our undergoing a change of control.

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

 Permitted Purchases of our Securities

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

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

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

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

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

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

 Redemption Rights for Public Stockholders upon Completion of our
Initial business combination

 We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two
business days prior to the consummation of the initial business combination including interest earned on the funds held in the Trust Account
and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitations
described herein. The amount in the Trust Account was initially anticipated to be approximately $10.20 per public share. The per-share
amount we will distribute to investors who properly redeem their shares will not be reduced by deferred underwriting discounts we will
pay to the underwriters. Our founders, advisors have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to any Founder Shares held by them in connection with the completion of our initial business combination.
However, if our founders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust
Account with respect to such Public Shares if we fail to complete our initial business combination within the Combination Deadline.

 Manner of Conducting Redemptions

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

 If a stockholder vote is not
required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated
certificate of incorporation:

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

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

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

 In the event that we conduct
redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with
Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of
the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified
number of Public Shares which are not purchased by our founders, which number will be based on the requirement that we will only redeem
our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 upon consummation of our initial
business combination and after payment of underwriters' fees and commissions (so that we are not subject to the SEC's "penny
stock" rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial
business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and
not complete the initial business combination.

 If, however, stockholder approval
of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business
or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

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

 file proxy materials with the SEC.

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

 If we seek stockholder approval,
we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor
of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of
outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the
company entitled to vote at such meeting. Our founders will count toward this quorum and have agreed to vote their Founder Shares and
any Public Shares purchased during or after the IPO in favor of our initial business combination. For purposes of seeking approval of
the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination
once a quorum is obtained. As a result, assuming only a majority of the voting power of all outstanding shares of capital stock of the
company entitled to vote at such meeting are present at such meeting and all Founder Shares vote in favor of the initial business combination,
we do not need any additional vote from the public stockholders to vote in favor in order to have our initial business combination approved.
We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if
required, at which a vote shall be taken to approve our initial business combination.

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

 Our Charter provides that
we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 upon consummation
of our initial business combination and after payment of the deferred underwriting discounts (so that we are not subject to the SEC's
"penny stock" rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating
to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to
the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the
retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event
the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate
amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A
common stock submitted for redemption will be returned to the holders thereof.

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

 Notwithstanding the foregoing,
if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group"
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate
of 15% of the shares sold in the IPO, which we refer to as the "Excess Shares." We believe this restriction will discourage
stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their
redemption rights against a proposed Initial business combination as a means to force us or our management to purchase their shares at
a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding
more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder's shares
are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our
stockholders' ability to redeem no more than 15% of the shares sold in the IPO, we believe we will limit the ability of a small
group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection
with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash. However, our amended and restated certificate of incorporation does not restrict our stockholders' ability to vote
all of their shares (including Excess Shares) for or against our initial business combination.

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

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

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

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

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

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

 If our initial proposed Initial
business combination is not completed, we may continue to try to complete an initial business combination with a different target until
the expiration of the Combination Deadline.

 Redemption of Public Shares and Liquidation if no Initial Business
Combination

 The Combination Deadline under
our Charter provides that we will have until July 14, 2023 to complete our initial business combination, which may be extended up to nine
(9) times by an additional one month each time until April 14, 2024, to complete an initial business combination. If we are unable to
complete our initial business combination by April 14, 2024, we may seek approval from our stockholders holding no less than 65% or more
of the votes to approve an amendment to our Charter to extend the Combination Deadline to allow us additional time to complete our initial
business combination; and provide our public stockholder an opportunity to redeem their Public Shares in connection with such extension.
If we fail to obtain approval from our stockholders for such extension or we do not seek such extension, we will: (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest
earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $50,000 of interest to pay
dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders'
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire
worthless if we fail to complete our initial business combination within the Combination Deadline.

 In addition, pursuant to the
terms of our Charter and the trust agreement entered into between us and Wilmington Trust, National Association dated June 9, 2022, as
amended by the Trust Amendment Agreement, if we cannot complete an initial business combination by July 14, 2023, in order to effect the
Paid Extension Period, the Sponsor must deposit the lesser of (i) $75,000 and (ii) $0.045 for each public share to the Company's
trust account, by the 14 th of each month between July 2023 and March 2024. Any Monthly Extension Payment would be made in the
form of a loan. Our public stockholders will not be afforded an opportunity to vote on effecting Paid Extension Period or redeem their
shares in connection with such extensions. The Sponsor or its affiliates or designees will receive a non-interest bearing, unsecured promissory
note equal to the Monthly Extension Payments that will not be repaid in the event that we are unable to close an initial business combination
unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of our initial
business combination solely from funds available outside of the Trust Account or, at the relevant insider's discretion, converted
upon consummation of our Initial business combination into additional Private Warrants at a price of $1.00 per warrant. Our stockholders
have approved the issuance of the Private Warrants upon conversion of such notes, to the extent the holder wishes to so convert such unit
at the time of the consummation of our initial business combination. In the event that we receive notice from our founders five days prior
to the applicable deadline of their intent to effect a Paid Extension Period, we intend to issue a press release announcing such intention
at least three days prior to the applicable deadline. Our founders and their affiliates or designees are not obligated to fund the Trust
Account to extend the time for us to complete our initial business combination. Any notes issued pursuant to these loans would be in addition
to any notes issued pursuant to working capital loans made to us.

 Our founders have waived their
rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our
initial business combination within the Combination Deadline. However, if our founders acquire Public Shares in or after the IPO, they
will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial
business combination within the Combination Deadline.

 Our founders have agreed,
pursuant to a letter agreement with us dated June 9, 2022, that they will not propose any amendment to our Charter (i) that would modify
the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of
our Public Shares if we do not complete our initial business combination within the Combination Deadline, or (ii) with respect to any
other material provision relating to stockholders' rights or pre-initial business combination activity, unless we provide our public
stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the
Trust Account and not previously released to us to pay our taxes divided by the number of then outstanding Public Shares. However, we
will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 upon consummation
of our initial business combination and after payment of underwriters' fees and commissions (so that we are not subject to the SEC's
"penny stock" rules). 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 (described above) we would not proceed with the amendment or the related
redemption of our Public Shares.

 We expect that all costs and
expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining
out of the approximately $1,100,000 of proceeds 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 on interest income earned
on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $50,000 of such accrued interest
to pay those costs and expenses.

 If we were to expend all of
the net proceeds of the IPO and the sale of the Private Warrants, other than the proceeds deposited in the Trust Account, and without
taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by stockholders upon our dissolution
would be approximately $10.20. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors
which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption
amount received by stockholders will not be substantially less than $10.20. Under Section 281(b) of the DGCL, our plan of dissolution
must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are
sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders.
While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors'
claims.

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

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

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

 We will seek to reduce the
possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service
providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,
interest or claim of any kind in or to monies held in the Trust Account. The Sponsor will also not be liable as to any claims under our
indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. We will have access
to up to approximately $1,100,000 from the proceeds of the IPO with which to pay any such potential claims. In the event that we liquidate
and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our
Trust Account could be liable for claims made by creditors.

 Under the DGCL, stockholders
may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.
The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event
we do not complete our initial business combination within the Combination Deadline may be considered a liquidating distribution under
Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes
reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against
the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period
before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution
is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any
liability of the stockholder would be barred after the third anniversary of the dissolution.

 Furthermore, if the pro rata
portion of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we do not complete
our initial business combination within the Combination Deadline, is not considered a liquidating distribution under Delaware law and
such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims
of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating
distribution. If we are unable to complete our initial business combination within the Combination Deadline, we may seek approval from
our stockholders holding no less than 65% or more of the votes to approve an amendment to our Charter to extend the Combination Deadline
to allow us additional time to complete our initial business combination. If we fail to obtain approval from our stockholders for such
extension or we do not seek such extension, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not
previously released to us to pay our taxes or for working capital purposes (less up to $50,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights
as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve
and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. Accordingly, it is our intention to redeem our Public Shares as soon as reasonably possible following if we cannot complete
our initial business combination within the Combination Deadline and, therefore, we do not intend to comply with those procedures. As
such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any
liability of our stockholders may extend well beyond the third anniversary of such date.

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

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

 Our public stockholders will
be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete
our initial business combination within the Combination Deadline, subject to applicable law, (ii) (a) in connection with a stockholder
vote to approve an amendment to our Charter to modify the substance or timing of our obligation to allow redemption in connection with
our initial business combination or to redeem 100% of our Public Shares if we have not consummated an initial business combination within
the Combination Deadline, or (b) with respect to any other provision relating to stockholders' rights or pre-initial business combination
activity or (iii) our completion of an initial business combination, and then only in connection with those Public Shares that such stockholder
properly elected to redeem, subject to the limitations described in the Prospectus. In no other circumstances will a stockholder have
any right or interest of any kind to or in the Trust Account. In the event we seek stockholder approval in connection with our initial
business combination, a stockholder's voting in connection with the initial business combination alone will not result in a stockholder's
redeeming its shares to us for an applicable pro rata share of the Trust Account. Such stockholder must have also exercised its redemption
rights as described above.

 Competition

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

 Facilities

 Our executive offices are
located at 13284 Pond Springs Rd, Ste 405, Austin, Texas 78729. We pay the Sponsor for the office space, as part of the $10,000 per month
payment we made to it for office space, utility, personnel and related services. This arrangement will terminate upon the earlier of (a)
completion of an initial business combination or (b) June 14, 2023 (twelve months after the completion of the IPO).

 Employees

 Ms. "Joy" Yi Hua,
our Chief Executive Officer and Chief Financial Officer, is currently our sole executive officer. She is not obligated to devote any specific
number of hours to our matters but she intends to devote as much of their time as she deems necessary to our affairs until we have completed
our initial business combination. The amount of time Ms. Hua will devote in any time period will vary based on whether a target business
has been selected for our initial business combination and the stage of the initial business combination process we are in. We do not
intend to have any full-time employees prior to the completion of our initial business combination.

 Periodic Reporting and Financial Information

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

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

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

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

 Legal Proceedings

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

 ITEM 1A. RISK FACTORS

 As a smaller reporting company,
we are not required to make disclosures under this Item. Factors that could cause our actual results to differ materially from those in
this Annual Report are any of the risks described in the prospectus of our IPO (File No. 333-263477) filed with the SEC on June 10, 2022
(the "Prospectus"), the quarterly report on Form 10-Q filed with the SEC on August 11, 2023, and in a proxy statement/prospectus
in connection with the Business Combination on the Form S-4 to be filed with the SEC. Any of these factors could result in a significant
or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that
we currently deem immaterial may also impair our business or results of operations. As of the date of this Annual Report, there have been
no material changes to the risk factors disclosed in our Prospectus, except we may disclose changes to such factors or disclose additional
factors from time to time in our future filings with the SEC.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 Not applicable.

 ITEM 1C. CYBERSECURITY

 We are a special purpose acquisition
company 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.

 We have not adopted any cybersecurity
risk management program or formal processes for assessing cybersecurity risk. Our management is generally responsible for assessing and
managing any cybersecurity threats. If and when any reportable cybersecurity incident arises, our management shall promptly report such
matters to our board of directors for further actions, including regarding the appropriate disclosure, mitigation, or other response or
actions that the board deems appropriate to take.

 As of the date of this report,
we have not encountered any cybersecurity incidents since our IPO.

 ITEM 2. PROPERTIES

 We do not own any real estate
or other physical properties materially important to our operations. We maintain our principal executive offices at 13284 Pond Springs
Rd, Ste 405, Austin, Texas 78729. We consider our current office space, combined with the other office space otherwise available to our
executive officers, adequate for our current operations.

 ITEM 3. LEGAL PROCEEDINGS

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

 ITEM 4. MINE SAFETY DISCLOSURES

 Not Applicable.

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

 Our Units began to trade on
the Nasdaq Global Market, or Nasdaq, under the symbol " ACACU " on June 10, 2022. The Class A Common Stock and Warrants comprising
the Units began separate trading on Nasdaq on August 1, 2022, under the symbols " ACAC " and " ACACW ", respectively.

 Holders of Record

 At [ ], 2024, there were 1
holders of record of our Class A Common Stock, 1 holder of record of our Class B Common Stock, 1 holder of record of our Units, and 1
holder of record of our separately traded Warrants. The number of record holders was determined from the records of our transfer agent.

 Dividends

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

 Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 Substantially concurrently
with the closing of the IPO, we completed the sale of 5,240,000 Private Warrants to the Sponsor at a purchase price of $1.00 per Private
Warrant, generating gross proceeds to us of $5,240,000. The Private Warrants are identical to the Public Warrants except that the Private
Warrants (including the Class A common stock issuable upon exercise of the Private Warrants) will not be transferable, assignable or salable
until 30 days after the completion of the initial business combination except to permitted transferees.

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM 6. [Reserved]

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

 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 financial statements and the notes
thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties. We are a blank check company incorporated as a Delaware corporation on January 7, 2022
formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Initial
business combination with one or more businesses. We are actively searching and identifying suitable Initial business combination target.
 We intend to effectuate our initial business combination using cash derived from the proceeds of our IPO and the sale of Private
Warrants in a Private Placement to the Sponsor, potential additional shares, debt or a combination of cash, shares and debt.

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

 On June 14, 2022 the Company
consummated the IPO of 8,625,000 Units (including 1,125,000 Units issued upon the full exercise of the over-allotment option). Each Unit
consists of one Public Share, and one-half of one Public Warrant, each whole Warrant entitling the holder thereof to purchase one share
of Class A common stock at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $86,250,000 on June 14, 2022.

 Special Meeting I

 On
February 8, 2023, the Company held a special meeting of stockholders (the "Special Meeting I"), at which the stockholders
of the Company approved the proposal to amend the Company's then-existing amended and restated certificate of incorporation
to amend the amount of monthly deposit required to be deposited in the Trust Account from $0.0333 for each public share to $0.0625 for
each public share for, and the Company may extend up to nine (9) times until December 14, 2023 if the Company has not consummated
its initial business combination by March 14, 2023 (the nine (9) month anniversary of the closing of its IPO). Upon the stockholders'
approval, on February 9, 2023, the Company filed a certificate of amendment to its then-existing amended and restated certificate of incorporation
which became effective upon filing (which, upon the amendment, the "First Amended Charter"). In connection with the Special
Meeting I, 4,981,306 shares of Class A common stock of the Company were redeemed and cancelled.

to the First Amended Charter, the Company may extend the deadline to complete its initial business combination (the "Combination
Deadline") up to nine times on monthly basis from March 14, 2023 to December 14, 2023, by depositing $227,730.87 each month into
the Trust Account, representing $0.0625 per public share. Following the Special Meeting I, the Sponsor deposited four monthly payments
to the Trust Account to extend the Combination Deadline to July 14, 2023. The four monthly payments were evidenced by four promissory
notes issued by the Company to the Sponsor, each in the principal amount of $227,730.87.

 Special Meeting II

 On
July 11, 2023, the Company held another special meeting of stockholders (the "Special Meeting II"), at which the stockholders
of the Company approved, among others, the proposal to amend the First Amended Charter to allow the Company until July 14, 2023 to
consummate an initial business combination, and, without another stockholder vote, to elect to extend Combination Deadline on a monthly
basis for up to nine (9) times, up to April 14, 2024, by depositing $75,000 to the Trust Account. Upon the stockholders'
approval, on July 12, 2023, the Company filed a certificate of amendment to its then-existing amended and restated certificate of incorporation
which became effective upon filing (which, upon the amendment, the "Second Amended Charter"). In connection with the Special
Meeting II, 388,644 shares of Class A common stock of the Company were redeemed and cancelled.

to the Second Amended Charter, the Company may extend the Combination Deadline on monthly basis from July 14, 2023 to up to nine times
by depositing $75,000 each month into the Trust Account. Following the Special Meeting II, the Sponsor deposited nine monthly payments
to the Trust Account to extend the Combination Deadline to April 14, 2024. The nine monthly payments were evidenced by nine promissory
notes issued by the Company to the Sponsor, each in the principal amount of $75,000, or $675,000 in aggregate.

 Special Meeting III

 On
March 8, 2024, the Company filed a definitive proxy statement on Schedule 14A to announce that a third special meeting of stockholders
(the "Special Meeting III") will be held on April 9, 2024, at which the stockholders of the Company, among others, will be
asked to vote a new proposal to amend the Second Amended Charter to allow the Company until April 14, 2024 to consummate an initial business
combination, and, without another stockholder vote, to elect to extend Combination Deadline on a monthly basis for up to nine (9) times,
up to January 14, 2025, by depositing the lesser of (i) $50,000 for all remaining public shares and (ii) $0.033 for each remaining public
share in the Trust Account for each monthly extension.

 The purpose of the Special Meeting III is to further extend the Combination
Deadline allow the Company to have more time and flexibility to complete its initial business combination. Public stockholders of shares
of Class A Common Stock of the Company may elect to redeem their shares for their pro rata portion of the funds available in the Trust
Account in connection with the Special Meeting III, regardless of whether such public stockholders vote "FOR" or "AGAINST,"
or abstain from voting on these proposals or otherwise at the Special Meeting III.

 Working Capital Note

 The Sponsor or an affiliate
of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Any such loans
would be on an interest-free basis and would be repaid only from funds held outside the trust account or from funds released to us upon
completion of the initial business combination. We may issue such working capital notes to the Sponsor, officers, directors, of their
affiliates, evidencing the terms of such loans.

 On December 5, 2023, the Company
issued a promissory note (the "Working Capital Note") to the Sponsor, under which the Sponsor agreed to loan the Company up
to $500,000 to be used for a portion of the working capital. This loan is non-interest bearing, unsecured and is due at the earlier of
(1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates and dissolves.
The Sponsor, as the payee, has the right, but not the obligation, to convert the note, in whole or in part, into Private Warrants of the
Company, that are identical to the Private Warrants issued by the Company in the Private Placement consummated simultaneously with the
Company's IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written notice of
the intention to convert at least two business days prior to the closing of the initial business combination. The number of Private Warrants
to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding
principal amount payable to the Sponsor by (y) $1.00. As of December 31, 2023, no working capital has been drawn by the Company and no
balance as been repaid as of the date of this report.

 Target Amendment

 At
the Special Meeting II, the stockholders also approved the proposal to amend the Charter to remove the restriction of Company to undertake
an initial business combination with any entity with its principal business operations or is headquartered in China (including Hong Kong
and Macau) (the "Target Amendment"). As result of the Target Amendment, the Company may decide to consummate the Business
Combination with an entity with its principal business operations or is headquartered in China (including Hong Kong and Macau), so the
combined company may face various legal and operational risks and uncertainties after the business combination. See "Part II –
Other Information – Item 1A – Risk Factors" for details.

 Change of Nasdaq Listing Market

 On
July 7, 2023, Nasdaq approved the Company's application to list its common stock, units, and warrants on the Capital Market. The
Company's common stock, units, and warrants commenced trading on the Capital Market at the opening of business on July 10, 2023.

 Business Combination Agreement with Foxx

 On February 18, 2024, we entered
into a business combination agreement (as amended from time to time, the "Business Combination Agreement"), by and among us,
Acri Capital Merger Sub I Inc., a Delaware corporation and our wholly-owned subsidiary ("Purchaser", or "PubCo"
upon and following the Business Combination), Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser
("Merger Sub", together with us and the Purchaser, the "Purchaser Parties"), and Foxx Development Inc., a Texas
corporation ("Foxx"), pursuant to which (i) Parent will merger with and into Purchaser (the "Reincorporation Merger"),
and (ii) Foxx will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser (the "Acquisition
Merger"). The Reincorporation Merger, the Acquisition Merger, and other transactions contemplated under the Business Combination
Agreement, are collectively referred to as the "Business Combination". Following consummation of the Business Combination
(the "Closing"), Purchaser will become a publicly traded company. Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.

 Foxx, established in 2017
as a Texas incorporated company, is a consumer electronics and integrated Internet-of-Things (IoT) solution company catering to both retail
and institutional clients. With robust research and development capabilities and a strategic commitment to cultivating long-term partnerships
with mobile network operators, distributors and suppliers around the world, FOXX currently sells a diverse range of products including
mobile phones, tablets and other consumer electronics devices throughout the United States, and is in the process of developing and distributing
end-to-end communication terminals and IoT solutions.

 Reincorporation Merger

 At
the effective time of the Reincorporation Merger (the "Reincorporation Merger Effective Time"), (i) each issued and outstanding
Unit will automatically separate into one share of our Class A Common Stock and one-half of one Warrant (the "Separation of Parent
Units"), (ii) upon the Separation of Units, each share of Class A or Class B Common Stock issued and outstanding shall be converted
automatically into one share of common stock of Purchaser, par value $0.0001 per share ("Purchaser Common Stock"), and (iii)
each issued and outstanding Warrant shall be converted automatically into one redeemable warrant of Purchaser, exercisable for one share
of Purchaser Common Stock at an exercise price of $11.50 ("Purchaser Warrant").

 Closing Payment Stock

 At the effective time of the
Acquisition Merger ("Effective Time"), by virtue of the Acquisition Merger and the Business Combination Agreement, and without
any action on the part of Parent, Purchaser, Merger Sub, Foxx, or stockholders of Foxx immediately prior to the Effective Time (the "Foxx
Shareholders"), the Foxx Shareholders' shares of common stock of Foxx ("Foxx Common Stock") issued and outstanding
immediately prior to the Effective Time will be canceled and automatically converted into the right to receive, without interest, the
applicable portion of the Closing Payment Stock (as defined herein) as set forth in the Closing Consideration Spreadsheet. "Closing
Payment Stock" means 5,000,000 shares of Purchaser Common Stock, which are equal or equivalent in value to the sum of $50,000,000
divided by $10.00 per share, among which, 500,000 shares in aggregate will be deposited to a segregated escrow account and to be released
to the Foxx Shareholders if and only if, prior to or upon one-year anniversary of the Business Combination Agreement, the U.S. Congress
has approved the affordable connectivity program of no less than $4 billion; or otherwise be cancelled and forfeited by PubCo without
consideration.

 Earnout Consideration

 In addition to Closing Payment
Stock, the Foxx Shareholders are entitled to receive up to an additional 4,200,000 shares of Purchaser Common Stock subject to achievement
of certain milestones (the "Earnout Shares"). The Earnout Shares will be issued as below:

 (i)

 In connection with the financial performance for the fiscal year ending June 30, 2024

 (a) 700,000 Earnout Shares will be
issued to Foxx Stockholders on a pro rata basis if and only if PubCo's audited consolidated financial statements for the fiscal
year ending June 30, 2024 ("2024 PubCo Audited Financial Statements"), prepared in accordance with the Generally Accepted
Accounting Principles of the United States ("U.S. GAAP") and filed with the SEC on Form 10-K by PubCo after Closing, reflect
revenue of PubCo for the fiscal year ending June 30, 2024 (the "PubCo 2024 Revenue") is no less than Sixty-Seven Million Dollars
($67,000,000) (including $67,000,000) and less than Eighty-Four Million Dollars ($84,000,000);

 (b) 1,400,000 Earnout Shares will be
issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue reflected in the 2024 PubCo Audited Financial Statements
is no less than Eighty-Four Million Dollars ($84,000,000) and less than One Hundred Million Dollars ($100,000,000); and

 (c) 2,100,000 Earnout Shares will be
issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue reflected in the 2024 PubCo Audited Financial Statements
is no less than One Hundred Million Dollars ($100,000,000).

 (ii)

 In connection with the financial performance for the fiscal year ending June 30, 2025

 (a) 700,000 Earnout Shares will be
issued to Foxx Stockholders on a pro rata basis if and only if PubCo's audited consolidated financial statements for the fiscal
year ending June 30, 2025 ("2025 PubCo Audited Financial Statements"), prepared in accordance with the Generally Accepted
Accounting Principles of the United States ("U.S. GAAP") and filed with the SEC on Form 10-K by PubCo after Closing, reflect
revenue of PubCo for the fiscal year ending June 30, 2025 (the "PubCo 2025 Revenue") is no less than Seventy-Seven Million
and Fifty Thousand Dollars ($77,050,000) (including $77,050,000) and less than Ninety-Six Million Six Hundred Thousand Dollars ($96,600,000)
(excluding $96,600,000);

 (b) 1,400,000 Earnout Shares will be
issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2025 Revenue reflected in the 2025 PubCo Audited Financial Statements
is no less than Ninety-Six Million Six Hundred Thousand Dollars ($96,600,000) (including $96,600,000) and less than One Hundred and Fifteen
Million Dollars ($115,000,000) (excluding $115,000,000); and

 (c) 2,100,000 Earnout Shares will be
issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue reflected in the 2024 PubCo Audited Financial Statements
is no less than One Hundred and Fifteen Million Dollars ($115,000,000) (including $115,000,000).

 Amendment to the Underwriting Agreement

 On
February 23, 2024, we entered into that certain Amendment (the "UA Amendment") to the Underwriting Agreement, dated June 9,
2022 (the "Underwriting Agreement") with EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC, the "EF
Hutton"), the representative of the several underwriters of our IPO.

 Pursuant to the terms of the UA Amendment, EF Hutton and the Company
have agreed to amend the Underwriting Agreement to replace the existing deferred underwriting fee under the Underwriting Agreement from
$2,587,500 payable in cash at the closing of a business combination, to (x) $1,725,000 payable in cash and (y) 43,125 shares of common
stock of PubCo. to be issued, at the closing of the Acquisition Merger.

 Results of Operations

 We have neither engaged in
any operations nor generated any operating revenues to date except the preparation and completion of the IPO and search for target candidate
following the consummation of the IPO. Our only activities from inception through December 31, 2023 were organizational activities and
those necessary to prepare for the IPO. We do not expect to generate any operating revenues until after the completion of our initial
business combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the
IPO. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting
and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial business
combination.

 For the year ended December
31, 2023 and the period from January 7, 2022 (inception) through December 31, 2022, we had a net income of $886,366 and $217,224, mainly
from income on our investment less our formation and operating costs and tax expenses.

 Liquidity and Capital Resources

 The Company's liquidity
needs up to December 31, 2023 had been satisfied through initial payment from the Sponsor of $25,000, proceeds from the Private Placement,
and loan from sponsor of $1,431,747.

 On June 14, 2022, we consummated
the IPO of 8,625,000 Public Units at a price of $10.00 per unit (including 1,125,000 units issued upon the fully exercise of the over-allotment
option), generating gross proceeds of $86,250,000. Simultaneously with the closing of the IPO and exercise of the over-allotment option
in full by the underwriters, we consummated the sale of 5,240,000 warrants as Private Warrants, at a price of $1.00 per warrant, with
each warrant entitling the registered holder to purchase one share of the Company's Class A common stock at a price of $11.50 per
share, generating gross proceeds of $5,240,000. Following the closings of the IPO and the sales of the Private Warrants on June 14, 2022,
a total of $87,975,000 (or $10.20 per share) was placed in the Trust Account.

 As of December 31, 2023, the
Company had cash of $54,289 and a working capital deficit of $2,050,294 (excluding taxes payable which will be paid out from Trust).

 In connection with the votes
to approve the Extension Amendment Proposal at the Special Meeting, 4,981,306 shares of Class A common stock of the Company were rendered
for redemption at $10.33 per share, On July 11 2023, in connection with the Special Meeting II to approve the second Extension Amendment
Proposal, 388,644 shares of Class A common stock of the Company were redeemed and cancelled at $10.82 per share, resulting in approximately
$36.7 million remaining in the Trust Account as of December 31, 2023.

 We intend to use substantially
all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred
underwriting commissions, to complete our initial business combination. We may withdraw interest from the Trust Account to pay taxes,
if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete an initial business combination,
the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,
make other acquisitions and pursue our growth strategies.

 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, structure, negotiate and complete an initial business
combination.

 In order to fund working capital
deficiencies or finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If the Company completes the
initial business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, we
may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account
would be used for such repayment. Up to $3,000,000 of such loans may be convertible into warrant, at a price of $1.00 per warrant at the
option of the lender.

 We do not believe we will
need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the
costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than
the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.
Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated
to redeem a significant number of our Public Shares upon completion of our initial business combination, in which case we may issue additional
securities or incur debt in connection with such initial business combination.

 In addition, our Charter,
as amended by the Second Amended Charter, provides that we will have until July 14, 2023 to complete the initial business combination,
which may be extended up to nine (9) times by an additional one month each time until April 14, 2024. As of the date of this report, between
July 12, 2023 and March 12, 2024, an aggregate of $675,000 of Monthly Extension Payments, or 9 Monthly Extension Payments of $75,000 on
the 12 th day of each month, were deposited into the Trust Account, which enables the Company to extend the period of time it
has to consummate its initial business combination on a monthly basis from July 14, 2023 to April 14, 2024.

 In connection with the Monthly
Extension Payments, the Company issued nine unsecured promissory notes of $75,000 for each of the nine Monthly Extension Payments (each
a "Extension Note") to the Sponsor.

 Each of the Extension Notes
is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company's
initial business combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at
the election of the Company. The holder of the Extension Notes has the right, but not the obligation, to convert each Extension Note,
in whole or in part, respectively, into Private Warrants of the Company, as described in the Prospectus, by providing the Company with
written notice of its intention to convert the Note at least two business days prior to the closing of the Company's initial business
combination. The number of Private Warrants to be received by the holder in connection with such conversion shall be an amount determined
by dividing (x) the sum of the outstanding principal amount payable to the holder, by (y) $1.00.

 If we are unable to complete
an initial business combination by April 14, 2024, we may seek approval from our stockholders holding no less than 65% or more of the
votes to approve to extend the Combination Deadline, if we fail to obtain approval from our stockholders for such extension or we do not
seek such extension, the Company will cease all operations.

 As a result, management has
determined that such additional condition also raise substantial doubt about the Company's ability to continue as a going concern.
The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

 Off-Balance Sheet Financing Arrangements

 We have no obligations, assets
or liabilities that 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

 As of December 31, 2023 and
December 31, 2022, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

 The holders of the Founder
Shares, the Private Warrants, and any warrants that may be issued upon conversion of working capital loans (and any underlying securities)
will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO. The holders
of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition,
the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to our
completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.

 Critical Accounting Policies and Estimates

 In preparing the financial
statements in conformity with U.S. GAAP, management makes 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 expenses during the reporting
period.

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

 Investments held in Trust Account

 At December 31, 2023
and December 31, 2022, $36,672,846 and $89,140,977 of the assets held in the Trust Account were held in money market funds, which are
invested in short term U.S. Treasury securities.

 The Company classifies its
U.S. Treasury and equivalent securities as held-to-maturity in accordance with Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") Topic 320 "Investments — Debt and Equity Securities." Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities
are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

 Offering Costs

 The Company complies with
the requirements of ASC Topic 340-10-S99-1, "Other Assets and Deferred Costs – SEC Materials" ("ASC 340-10-S99")
and SEC Staff Accounting Bulletin Topic 5A, "Expenses of Offering". Offering costs consisting principally of underwriting,
legal, accounting and other expenses that are directly related to the IPO and charged to shareholders' equity upon the completion
of the IPO.

 Warrants

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

 For issued or modified warrants
that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time
of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to
be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the
estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. We determined that upon
further review of the proposed form of warrant agreement, management concluded that the warrants included in the units issued in the IPO
pursuant to the warrant agreement qualify for equity accounting treatment

 Common Stock Subject to Possible Redemption

 The Company accounts for its
common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity."
Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally
redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity.
At all other times, common stock is classified as stockholders' equity. The Company's Public Shares feature certain redemption
rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly,
as of December 31, 2023, common stock subject to possible redemption are presented at redemption value of $11.12 per share as temporary
equity, outside of the shareholders' equity section of the Company's balance sheet. The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of
each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional
paid in capital or accumulated deficit if additional paid in capital equals to zero.

 Net Income (Loss) per Share

 The Company complies with
accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to
both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the
redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less
any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares
outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common
stock subject to possible redemption was considered to be dividends paid to the public stockholders.

 Recent Accounting Pronouncements

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

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 INDEX TO FINANCIAL STATEMENTS

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

 Balance Sheet

 Statement of Income

 Statement of Changes in Stockholders' Deficit

 Statement of Cash Flows

 Notes to Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Stockholders and Board of Directors of

 Acri Capital Acquisition Corporation

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Acri Capital Acquisition Corporation (the "Company") as of December 31, 2023 and 2022, the related statements of operations,
changes in stockholders' deficit and cash flows for each of the year ended December 31, 2023 and the period from January 7, 2022
(inception) through December 31, 2022 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 year ended December 31, 2023 and
period from January 7, 2022 (inception) through December 31, 2022 in the period ended December 31, 2023, in conformity with accounting
principles generally accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant
working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its
operations. In addition, if the Company does not consummate an initial business combination by April 14, 2024, there will be a mandatory
liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

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

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

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

 /s/ Marcum llp

 Marcum llp

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

 Marlton, New Jersey

 CONSOLIDATED BALANCE SHEETS

 2023

 2022

 Assets

 Cash

 $
 54,289

 $
 547,478

 Prepaid expenses

 5,791

 159,952

 Total Current Assets

 60,080

 707,430

 Investments held in Trust Account

 36,672,846

 89,140,977

 Total Assets

 $
 36,732,926

 $
 89,848,407

 Liabilities, Temporary Equity, and Stockholders' Deficit

 Accrued expenses

 $
 122,007

 $
 76,931

 Franchise tax payable

 37,905

 56,361

 Income tax payable

 402,142

 173,680

 Excise tax payable

 556,620

 -

 Promissory notes - related party

 1,431,747

 -

 Total Current Liabilities

 2,550,421

 306,972

 Deferred tax liability

 33,937

 60,594

 Deferred underwriter's discount

 2,587,500

 2,587,500

 Total Liabilities

 5,171,858

 2,955,066

 Commitments and Contingencies

 Common stock subject to possible redemption, 3,255,050 shares and 8,625,000 shares at redemption value of $ 11.12 and $ 10.30 per share as of December 31, 2023 and December 31, 2022

 36,198,862

 88,850,342

 Stockholders' Deficit:

 Preferred stock, $ 0.0001 par value, 500,000 shares authorized, none issued and outstanding

 -

 -

 Class A common stock, $ 0.0001 par value, 20,000,000 shares authorized, none issued and outstanding (excluding 3,255,050 shares subject to possible redemption as of December 31, 2023 and December 31, 2022)

 -

 -

 Class B common stock, $ 0.0001 par value, 2,500,000 shares authorized, 2,156,250 shares issued and outstanding as of December 31, 2023 and December 31, 2022

 Additional paid-in capital

 -

 -

 Accumulated deficit

 ( 4,638,010
)

 ( 1,957,217
)

 Total Stockholders' Deficit

 ( 4,637,794
)

 ( 1,957,001
)

 Total Liabilities, Temporary Equity, and Stockholders' Deficit

 $
 36,732,926

 $
 89,848,407

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

 CONSOLIDATED STATEMENTS OF OPERATIONS

 Period from

 year
 ended

 January 7,
 2022
 (inception)
 through

 2023

 2022

 Formation and operating costs

 $
 736,593

 $
 658,118

 Franchise tax expenses

 64,564

 56,361

 Loss from Operations

 ( 801,157
)

 ( 714,479
)

 Other income

 Interest earned on investment held in Trust Account

 2,118,942

 1,165,977

 Income before income taxes

 1,317,785

 451,498

 Income taxes provision

 431,419

 234,274

 Net income

 $

 $

 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

 4,170,218

 4,818,436

 Basic and diluted net income per share, common stock subject to possible redemption

 $
 0.39

 $
 0.57

 Basic and diluted weighted average shares outstanding, common stock attributable to Acri Capital Acquisition Corporation

 2,032,123

 Basic and diluted net loss per share, common stock attributable to Acri Capital Acquisition Corporation

 $
 ( 0.34
)

 $
 ( 1.25
)

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

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 Common Stock

 Additional

 Total

 Preferred Stock

 Class A

 Class B

 Paid-in

 Accumulated

 Stockholders'

 Capital

 Deficit

 Deficit

 Balance as of December 31,
 2022

 -

 $
 -

 -

 $
 -

 $

 $
 -

 $
 ( 1,957,217
)

 $
 ( 1,957,001
)

 -

 -

 -

 -

 -

 -

 -

 ( 3,010,539
)

 ( 3,010,539
)

 Excise tax accrual

 -

 -

 -

 -

 -

 -

 -

 ( 556,620
)

 ( 556,620
)

 Net income

 -

 -

 -

 -

 -

 -

 -

 Balance as of December 31, 2023

 -

 $
 -

 -

 $
 -

 $

 $
 -

 $
 ( 4,638,010
)

 $
 ( 4,637,794
)

 Common Stock

 Additional

 Total

 Preferred Stock

 Class A

 Class B

 Paid-in

 Accumulated

 Stockholders'

 Capital

 Deficit

 Deficit

 Balance as of January 7, 2022 (inception)

 -

 $
 -

 -

 $
 -

 -

 $
 -

 $
 -

 $
 -

 $
 -

 Founder shares issued to initial stockholder

 -

 -

 -

 -

 24,784

 -

 25,000

 Sale of public units through public offering

 -

 -

 8,625,000

 -

 -

 86,249,137

 -

 86,250,000

 Sale of private placement warrants

 -

 -

 -

 -

 -

 -

 5,240,000

 -

 5,240,000

 Underwriters' discount

 -

 -

 -

 -

 -

 -

 ( 4,312,500
)

 -

 ( 4,312,500
)

 Other offering expenses

 -

 -

 -

 -

 -

 -

 ( 526,383
)

 -

 ( 526,383
)

 Reclassification of common stock subject to redemption

 -

 -

 ( 8,625,000
)

 ( 863
)

 -

 -

 ( 84,899,324
)

 -

 ( 84,900,187
)

 Allocation of offering costs to common stock subject to redemption

 -

 -

 -

 -

 -

 -

 4,838,883

 -

 4,838,883

 -

 -

 -

 -

 -

 -

 ( 6,614,597
)

 ( 2,174,441
)

 ( 8,789,038
)

 Net income

 -

 -

 -

 -

 -

 -

 -

 Balance as of December 31, 2022

 -

 $
 -

 -

 $
 -

 $

 $
 -

 $
 ( 1,957,217
)

 $
 ( 1,957,001
)

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

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 Period from

 year ended

 January 7,
 2022
 (inception)
 through

 2023

 2022

 Cash Flows from Operating Activities:

 Net Income

 $

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

 Interest earned on investment held in Trust Account

 ( 2,118,942
)

 ( 1,165,977
)

 Deferred taxes

 ( 26,657
)

 60,594

 Changes in operating assets and liabilities:

 Prepaid expenses

 154,161

 ( 159,952
)

 Accrued expenses

 45,076

 76,931

 Franchise tax payable

 ( 18,456
)

 56,361

 Income taxes payable

 228,462

 173,680

 Net Cash Used in Operating Activities

 ( 849,990
)

 ( 741,139
)

 Cash Flows from Investing Activities:

 Purchase of investment held in trust account

 ( 1,360,924
)

 ( 87,975,000
)

 Sale of investment held in trust account

 55,947,997

 -

 Net Cash Provided by (Used in) Investing Activities

 54,587,073

 ( 87,975,000
)

 Cash Flows from Financing Activities:

 Proceeds from issuance of founder shares

 -

 25,000

 Proceeds from promissory notes to related party

 1,431,747

 316,827

 Repayment of promissory notes to related party

 -

 ( 316,827
)

 Proceeds from public offering

 -

 86,250,000

 Proceeds from private placement

 -

 5,240,000

 Payment of underwriter discount

 -

 ( 1,725,000
)

 Payment of deferred offering costs

 -

 ( 526,383
)

 Redemption of Class A Common Stock

 ( 55,662,019
)

 -

 Net Cash (Used in) Provided by Financing Activities

 ( 54,230,272
)

 89,263,617

 Net Change in Cash

 ( 493,189
)

 547,478

 Cash, beginning of year

 547,478

 -

 Cash, end of year

 $
 54,289

 547,478

 Supplemental Disclosure of Cash Flow Information:

 Cash paid for income taxes

 $
 229,615

 $
 -

 Cash paid for interest

 $
 -

 $
 -

 Non-cash financing activities:

 Deferred underwriters' marketing fees

 $
 -

 $
 2,587,500

 Change in value of common stock subject to redemption

 $
 -

 $
 84,900,187

 Allocation of offering costs to common stock subject to redemption

 $
 -

 $
 4,838,883

 $
 3,010,539

 $
 8,789,038

 Excise tax accrual

 $
 556,620

 $
 -

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2023

 Note 1 — Organization and Business
Operation

 Acri Capital Acquisition Corporation (the "Company")
is a newly organized blank check company incorporated as a Delaware corporation on January 7, 2022. The Company was formed for the
purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar
business combination with one or more businesses (the "Business Combination"). The Company is actively searching and identifying
suitable Business Combination target. The company is not limited to a particular industry or geographic region for purposes of consummating
an initial Business Combination. The Company has selected December 31 as its fiscal year end.

 On November 13, 2023, the Company incorporated
Acri Capital Merger Sub I Inc, ("Purchaser" or "Pubco"), and Acri Capital Merger Sub II Inc, ("Merger Sub"), each a
Delaware corporation and wholly owned subsidiary of the Company. As of December 31, 2023, there has been no activity in Merger Sub I and
Merger Sub II.

 As of December 31, 2023 and December 31, 2022,
the Company had not commenced any operations. For the year ended December 31, 2023 and the period from January 7, 2022 (inception)
through December 31, 2022, the Company's efforts have been limited to organizational activities as well as activities related to
the initial public offering (the "IPO"). The Company will not generate any operating revenues until after the completion of
a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived
from the IPO.

 The registration statement for the Company's
IPO became effective on June 9, 2022. On June 14, 2022, the Company consummated the IPO of 8,625,000 units (the "Units") (including
 1,125,000 Units issued upon the full exercise of the over-allotment option). Each Unit consists of one share of Class A common stock,
$ 0.0001 par value per share (the "Public Shares"), and one-half of one redeemable warrant (the "Public Warrants"),
each whole Warrant entitling the holder thereof to purchase one share of Class A common stock (the "Class A common stock")
at an exercise price of $ 11.50 per share. The Units were sold at an offering price of $ 10.00 per Unit, generating gross proceeds of $ 86,250,000
on June 14, 2022.

 Substantially concurrently with the closing of
the IPO, the Company completed the sale of 5,240,000 private placement warrants (the "Private Warrants", together with the
Public Warrants, the "Warrants") to the Company's sponsor, Acri Capital Sponsor LLC (the "Sponsor") at a
purchase price of $ 1.00 per Private Warrant, generating gross proceeds to the Company of $ 5,240,000. The Private Warrants are identical
to the Public Warrants except that the Private Warrants (including the Class A common stock issuable upon exercise of the Private Warrants)
will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination except to permitted
transferees.

 Transaction costs amounted to $ 4,838,883, consisting
of $ 4,312,500 of underwriting fees and $ 526,383 of other offering costs. Following the closing of IPO, cash of $ 1,283,357 was held outside
of the Trust Account (as defined below) and is available for working capital purposes.

 The Company's initial Business Combination
must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in
the Trust Account (as defined below) (excluding the deferred underwriting discounts and commissions and taxes payable on the income earned
on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete
a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for the post-transaction company not to be required to register
as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). There
is no assurance that the Company will be able to complete a Business Combination successfully.

 Following the closing of the IPO, $ 87,975,000
($ 10.20 per Unit) from the proceeds of the sale of the Units and the Private Warrants, was held into a U.S.-based trust account (the "Trust
Account") with Wilmington Trust, National Association, acting as trustee. The funds held in the Trust Account will be invested only
in U.S. government treasury bills, bonds or notes with a maturity of 185 days or less, or in money market funds meeting the
applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S. government
treasury, so that the Company are not deemed to be an investment company under the Investment Company Act. Except with respect to interest
earned on the funds held in the Trust Account that may be released to the Company to pay the Company's tax obligation, the proceeds
from the IPO and the sale of the Private Warrants that are deposited and held in the Trust Account will not be released from the Trust
Account until the earliest to occur of (a) the completion of the initial Business Combination, (b) the redemption of any shares
of Class A common stock included in the Units sold in the IPO properly submitted in connection with a stockholder vote to amend then current
amended and restated Company's certificate of incorporation (i) to modify the substance or timing of its obligation to allow
redemption in connection with its initial Business Combination or to redeem 100 % of the Company's Public Shares if it does not complete
the initial Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating
to stockholders' rights or pre-initial Business Combination activity and (c) the redemption of 100 % of the Company's
Public Shares if it is unable to complete the Business Combination within the Combination Period, subject to applicable law. The proceeds
deposited in the Trust Account could become subject to the claims of the Company's creditors which could have higher priority than
the claims of the Company's public stockholders. If the Company anticipate that it may not be able to consummate its initial Business
Combination by March 14, 2023 (within nine (9) months from the consummation of the IPO), it may extend the period of time to consummate
a Business Combination up to nine (9) times by an additional one month each time for a total of up to 9 months, affording the Company
up to December 14, 2023 (up to eighteen (18) months from the consummation of the IPO) to complete its initial Business Combination. Public
stockholders will not be offered the opportunity to vote on or redeem their shares if the Company chooses to make any such paid extension.
Pursuant to the terms of the Company's amended and restated certificate of incorporation and the trust agreement entered into between
the Company and Wilmington Trust, National Association acting as trustee, the Sponsor or its affiliates or designees, upon five days
advance notice prior to the applicable deadline, must deposit into the Trust Account for each month extension $ 287,212 ($ 0.0333 per share),
on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. If the Company complete its
initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account. In addition, such
extension funding loans may be convertible into Private Warrants upon the closing of the Company's initial Business Combination
at $ 1.00 per warrant at the option of the lender.

 On February 8, 2023, the Company held a special
meeting of stockholders (the "Special Meeting"). At the Special Meeting, the stockholders of the Company approved the proposal
to amend Company's amended and restated certificate of incorporation ("Charter") to amend the amount of monthly
deposit (each, a "Monthly Extension Payment") required to be deposited in the trust account (the "Trust Account")
from $ 0.0333 for each public share to $ 0.0625 for each public share for up to nine (9) times if the Company has not consummated its
initial business combination by March 14, 2023 (the nine (9) month anniversary of the closing of its initial public offering)
(the "Extension Amendment Proposal"). Upon the stockholders' approval, on February 9, 2023, the Company filed a certificate
of amendment to the Charter which became effective upon filing.

 In connection with the votes to approve the Extension
Amendment Proposal, 4,981,306 shares of Class A common stock of the Company were redeemed at $ 10.33 per share in March 2023.

 Following the Special Meeting, the Sponsor deposited
four monthly payments to the Trust Account to extend the Business Combination deadline to July 14, 2023 of $ 227,730.87 for a total of
$ 910,923.48. In connection with each of the Monthly Extension Payment, the Company issued an unsecured promissory note of $ 227,730.87
(the "Note") to its Sponsor. The Note is non-interest bearing and payable (subject to the waiver against trust provisions)
on the earlier of (i) consummation of the Company's initial business combination and (ii) the date of the liquidation of the Company.
The principal balance may be prepaid at any time, at the election of the Company. The holder of the Note has the right, but not the obligation,
to convert the Note, in whole or in part, respectively, into private placement warrants (the "Warrants") of the Company, as
described in the prospectus of the Company (File Number 333-263477), by providing the Company with written notice of its intention to
convert the Note at least two business days prior to the closing of the Company's initial business combination. The number of Warrants
to be received by the holder in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding
principal amount payable to the holder, by (y) $ 1.00.

 On July 11 2023, the
Company held another special meeting of stockholders (the "Special Meeting II"), at which the stockholders of the Company
approved, among others, the proposal to amend the Charter to allow the Company until July 14, 2023 to consummate an initial business
combination, and, without another stockholder vote, to elect to extend Business Combination deadline on a monthly basis for up to nine
(9) times, up to April 14, 2024, by depositing $ 75,000 to the Trust Account. Upon the stockholders' approval, on July
12, 2023, the Company filed a certificate of amendment to the Charter which became effective upon filing (the Charter upon the amendment,
the "Second Amended Charter"). In connection with the Special Meeting II, 388,644 shares of Class A common stock of the Company
were redeemed and cancelled.

 In connection with the Special Meeting II, the
stockholders also approved the proposal to amend the Charter to remove the restriction of Company to undertake an initial business combination
with any entity with its principal business operations or is headquartered in China (including Hong Kong and Macau).

 Pursuant to the Second Amended Charter, the Company
may extend the Business Combination deadline on monthly basis from July 14, 2023 to up to nine times by depositing $ 75,000 each month
into the Trust Account. As of December 31, 2023, the Sponsor deposited six monthly payments to the Trust Account to extend the Business
Combination deadline to January 14, 2023 of $ 75,000 for a total of $ 450,000.

 Total outstanding notes related to extension amounted
to $ 1,360,924 as of December 31, 2023.

 The shares of Class A common stock subject to
redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with
the Financial Accounting Standard Board ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing
Liabilities from Equity." In such case, the Company will consummate a Business Combination and, solely if the Company has net tangible
assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority
of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company may elect to extend Business Combination
deadline on a monthly basis for up to nine (9) times, up to April 14, 2024, by depositing $ 75,000 to the Trust Account each time (the
"Combination Period").

 If the Company is unable to complete the initial
Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held
in the Trust Account and not previously released to the Company to pay the Company's taxes (less up to $ 50,000 of interest to pay
dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders'
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and its
board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.

 There will be no redemption rights or liquidating
distributions with respect to the Company's Warrants, which will expire worthless if the Company fails to complete the Business
Combination within the Combination Period. The Sponsor, directors and officers of the Company (the "founders") have entered
into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to
any Founder Shares (as defined in Note 5) and any Public Shares held by them in connection with the completion of the initial Business
Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder
vote to approve an amendment to the Company's amended and restated certificate of incorporation (A) to modify the substance
or timing of the Company's obligation to allow redemption in connection with the initial Business Combination or to redeem 100 %
of the Company's Public Shares if the Company does not complete its initial Business Combination within the Combination Period or
(B) with respect to any other provision relating to stockholders' rights or pre-initial Business Combination activity and (iii) to
waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company
fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions
from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within
the Combination Period. If the Company submits it initial Business Combination to its stockholders for a vote, the Company will complete
its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial
Business Combination. In no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be
less than $ 5,000,001. In such case, the Company would not proceed with the redemption of Public Shares and the related Business Combination,
and instead may search for an alternate Business Combination.

 The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective
target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account
to below (i) $ 10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of
the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be
withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all
rights to seek access to the Trust Account and except as to any claims under the Company's indemnity of the underwriters of the
IPO against certain liabilities, including liabilities under the Securities Act (as defined in Note 2). Moreover, in the event that
an executed waiver is deemed to be unenforceable against a third party, then the Company's Sponsor will not be responsible to the
extent of any liability for such third party claims.

 However, the Company has not asked the Sponsor
to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to
satisfy their indemnity obligations and believe that the Sponsor's only assets are securities of the Company. Therefore, the Company
cannot assure that its Sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company
for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 Liquidity and Going Concern

 As of December 31, 2023, the Company had cash
of $ 54,289 and a working capital deficit of $ 2,050,294 (excluding income taxes payable which are to be paid from Trust). The Company has
incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant
transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company's assessment of going
concern considerations in accordance with the FASB Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties
about an Entity's Ability to Continue as a Going Concern," management has determined that these conditions raise substantial
doubt about the Company's ability to continue as a going concern. The management's plan in addressing this uncertainty is
through the working capital loans (see Note 6).

 In addition, under the Company's Second
Amended Charter provides that the Company will need to complete initial Business Combination by July 14, 2023, which may be extended up
to nine (9) times by an additional one month each time until April 14, 2024. If the Company is unable to complete a Business
Combination within the Combination Period, the Company may seek approval from its stockholders holding no less than 65 % or more of the
votes to approve to extend the completion period, If the Company fails to obtain approval from the stockholders for such extension or
the Company does not seek such extension, the Company will cease all operations.

 There is no assurance that the Company's
plans to consummate a Business Combination will be successful within the Combination Period and that the Company will obtain enough votes
to extend the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about
the Company's ability to continue as a going concern. The consolidated financial statement does not include any adjustments that
might result from the outcome of this uncertainty.

 Note 2 — Significant accounting policies

 Basis of Presentation

 The accompanying consolidated financial statements
are presented in conformity with accounting principles generally accepted in the United States of America ("US GAAP")
and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company
considers necessary for a fair presentation of its financial position and operation results.

 Emerging Growth Company Status

 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of
2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments
not previously approved.

 Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act of 1934, as amended (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. The Company has elected not
to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private
companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.

 Use of Estimates

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

 Cash

 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 $ 54,289 and $ 547,478 cash
in bank as of December 31, 2023 and December 31, 2022, respectively.

 Investments held in Trust Account

 At December 31, 2023 and December 31, 2022,
we had $ 36,672,846 and $ 89,140,977 of the assets held in the Trust Account were held in money market funds, which are invested in short
term U.S. Treasury securities.

 All of the Company's investments held in
the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value
at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are
accounted as interest income in the statement of operations.

 Fair Value of Financial Instruments

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

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

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

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

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

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

 Warrants

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

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

 Common Stock Subject to Possible Redemption

 The Company accounts for its common stock subject
to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Common stock
subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common
stock (including common stock that feature redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity.
At all other times, common stock are classified as stockholders' equity. The Company's Public Shares feature certain
redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events.
Accordingly, as of December 31, 2023, common stock subject to possible redemption are presented at redemption value of
$ 11.12 per share as temporary equity, outside of the shareholders' equity section of the Company's balance sheet. The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to
equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common
stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.

 Offering Costs

 The Company complies with the requirements of
FASB ASC Topic 340-10-S99-1, " Other Assets and Deferred Costs – SEC Materials " ("ASC 340-10-S99")
and SEC Staff Accounting Bulletin Topic 5A, " Expenses of Offering ". Offering costs were $ 4,838,883 consisting
principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to stockholders'
equity upon the completion of the IPO.

 Net Income (Loss) Per Share

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

 The net income (loss) per share presented in the
statement of operations is based on the following:

Year Ended

Period from January 7, 2022 (inception) through

 2023

 2022

 Net income

 $

 $

 ( 3,010,539

)

 ( 8,789,038

)

 Net loss including accretion of carrying value to redemption value

 $

 ( 2,124,173

)

 $

 ( 8,571,814

)

 For the Year Ended

 For the Period

from January 7, 2022

(inception) through

 December 31, 2023

 December 31, 2022

 Non-

 Non-

 Redeemable

 Redeemable

 Redeemable

 Redeemable

 Stock

 Stock

 Stock

 Stock

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

 Numerators:

 Allocation of net loss including carrying value to redemption value

 $

 ( 1,400,191

)

 $

 ( 723,982

)

 $

 ( 6,029,105

)

 $

 ( 2,542,709

)

 3,010,539

 —

 8,789,038

 —

 Allocation of net income (loss)

 $

 1,610,348

 $

 ( 723,982

)

 $

 2,759,933

 $

 ( 2,542,709

)

 Denominators:

 Weighted-average shares outstanding

 4,170,218

 4,818,436

 2,032,123

 Basic and diluted net income (loss) per share

 $

 0.39

 $

 ( 0.34

)

 $

 0.57

 $

 ( 1.25

)

 Concentration of Credit Risk

 Financial instruments that potentially subject
the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses
on this account and management believes the Company is not exposed to significant risks on such account. As of December 31, 2023, approximately
$ 36.4 million was over the Federal Deposit Insurance Corporation (FDIC) limit.

 Income Taxes

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

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

 The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefit and no amounts accrued for interest
and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position.

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

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

 Recent Accounting Pronouncements

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

 On August 16, 2022, President Biden signed into
law the Inflation Reduction Act of 2022 (H.R. 5376) (the "IRA"), which, among other things, imposes a 1 % excise tax on any
domestic corporation that repurchases its stock after December 31, 2022 (the "Excise Tax"). The Excise Tax is imposed on the
fair market value of the repurchased stock, with certain exceptions.

 The excise tax is imposed on the repurchasing
corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1 % of the fair market
value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations
are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the
same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury")
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,
may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business
Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and
repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the
nature and amount of any "PIPE" or other equity issuances in connection with a Business Combination (or otherwise issued not
in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations
and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder,
the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available
on hand to complete a Business Combination and in the Company's ability to complete a Business Combination.

 As a result of the 5,369,950 shares of Class A
common stock redeemed in February, 2023 and July, 2023, the Company accrued the 1 % excise tax in the amount of $ 556,620 as a reduction
of equity as the Company is uncertain about the structure of business combination and whether additional shares will be issued within
the same taxable year.

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

 Note 3 — Investments Held in Trust
Account

 As of December 31, 2023 and December 31,
2022, assets held in the Trust Account were comprised of $ 36,672,846 and $ 89,140,977 in money market funds which are invested in
U.S. Treasury Securities. Interest income for the year ended December 31, 2023 and the period from January 7, 2022 (inception) through
December 31, 2022 amounted to $ 2,118,942 and $ 1,165,977, respectively.

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

 Description

 Level

 2023

 Assets:

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

 $
 36,672,846

 Description

 Level

 2022

 Assets:

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

 $
 89,140,977

 Note 4 — Initial Public
Offering

 Pursuant to the IPO, the Company sold 8,625,000 Units
including 1,125,000 Units issued upon the full exercise of the over-allotment option. Each Unit has an offering price of $ 10.00 and consists
of one share of the Company's Class A Common Stock and one-half of one redeemable Public Warrants. The Company will not issue
fractional shares. As a result, the Public Warrants must be exercised in multiples of two. Each whole redeemable Public Warrant entitles
the holder thereof to purchase one share Class A Common Stock at a price of $ 11.50 per full share. The Public Warrants will become
exercisable on the later of 30 days after the completion of the Company's initial Business Combination or 12 months from
the closing of the IPO, and will expire five years after the completion of the Company's initial Business Combination or earlier
upon redemption or liquidation.

 All of the 8,625,000 Public Shares sold
as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder
vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company's amended
and restated certificate of incorporation, or in connection with the Company's liquidation. In accordance with the Securities and
Exchange Commission (the "SEC") and its staff's guidance on redeemable equity instruments, which has been codified in
ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified
outside of permanent equity.

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

 As of December 31, 2023 and December 31,
2022, the common stock reflected on the balance sheet are reconciled in the following table.

 As of

 As of

 2023

 2022

 Gross proceeds

 $

 86,250,000

 $

 86,250,000

 Less:

 Proceeds allocated to Public Warrants

 ( 1,349,813

)

 ( 1,349,813

)

 Offering costs of Public Shares

 ( 4,838,883

)

 ( 4,838,883

)

 Redemption

 ( 55,662,019

)

 -

 Plus:

 11,799,577

 8,789,038

 Common stock subject to possible redemption

 $

 36,198,862

 $

 88,850,342

 Note 5 — Private Placement

 Substantially concurrently with the closing of
the IPO on June 14, 2022, the Company completed the sale of 5,240,000 Private Warrants to the Sponsor at a purchase price of $ 1.00 per
Private Warrant, generating gross proceeds to the Company of $ 5,240,000. Private Warrants are identical to the Public Warrants included
in the Units sold in this IPO except that the Private Warrants (including the Class A common stock issuable upon exercise of the Private
Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination except
to permitted transferees.

 Note 6 — Related Party
Transactions

 Founder Shares

 On February 4, 2022, the Sponsor acquired
 2,156,250 Class B common stock ("Founder Shares") of for an aggregate purchase price of $ 25,000, or approximately $ 0.01
per share. As of December 31, 2023 and December 31, 2022, there were 2,156,250 Founder Shares issued and outstanding.

 The number of Founder Shares issued was determined
based on the expectation that such Founder Shares would represent 20 % of the number of Class A common stock and Class B common stock
issued and outstanding upon completion of the IPO.

 The Founder Shares are identical to the Public
Shares. However, the founders have agreed (A) to vote their Founder Shares in favor of any proposed Business Combination, (B) not
to propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment to the Company's certificate
of incorporation that would affect the substance or timing of the Company's redemption obligation to redeem all Public Shares if
the Company cannot complete an initial Business Combination within the Combination Period, unless the Company provides public stockholders
an opportunity to redeem their Public Shares in conjunction with any such amendment, (C) not to redeem any shares, including Founder
Shares and Public Shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the Company's
proposed initial Business Combination or sell any shares to us in any tender offer in connection with the Company's proposed initial
Business Combination, and (D) that the Founder Shares shall not participate in any liquidating distribution upon winding up if a
Business Combination is not consummated.

 The founder has agreed not to transfer, assign
or sell its Founder Shares until the earlier to occur of: (A) six months after the completion of the Company's initial
Business Combination, or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction
that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other
property, and (C) the date on which the last reported sale price of the Company's Class A common stock equals or exceeds $ 12.00
per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any
30-trading day period commencing after the initial Business Combination, any permitted transferees will be subject to the same restrictions
and other agreements of the Company's founders with respect to any Founder Shares.

 Promissory Note — Related Party

 On January 20, 2022, the Sponsor has agreed to
loan the Company up to $ 500,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and
is due at the earlier of (1) January 20, 2023 or (2) the date on which the Company consummates its IPO of its securities.
The Company has an outstanding loan balance of $ 316,827 on June 14, 2022 after the IPO and the outstanding balance was repaid on June
21, 2022.

 In connection with the Monthly Extension Payment
discussed in Note 1, the Company issued four unsecured promissory notes of $ 227,730.87 and six unsecured promissory notes of $ 75,000 to
its Sponsor. The notes are non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation
of the Company's initial business combination and (ii) the date of the liquidation of the Company. The principal balance may be
prepaid at any time, at the election of the Company. The holder of the Note has the right, but not the obligation, to convert the Note,
in whole or in part, respectively, into private placement warrants (the "Warrants") of the Company, as described in the prospectus
of the Company (File Number 333-263477), by providing the Company with written notice of its intention to convert the Note at least two
business days prior to the closing of the Company's initial business combination. The number of Warrants to be received by the holder
in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to
the holder, by (y) $ 1.00. Total extension notes amounted to $ 1,360,924 for the year ended December 31, 2023.

 On December 5, 2023, the Sponsor has agreed to
loan the Company up to $ 500,000 to be used as working capital of the Company. This loan is non-interest bearing, unsecured and is due
at the earlier of (1) the date on which the Company consummates a business combination or merger with a qualified target company or (2)
the date of liquidation of the Company and have the same conversion features as the extension notes mentioned above. The Company has an
outstanding loan balance of $ 70,823 as of December 31, 2023.

 Balance of Promissory Notes – related party
amounted to $ 1,431,747 and nil on December 31, 2023 and December 31, 2022, respectively.

 Related Party Loans

 In addition, in order to finance transaction costs
in connection with an intended initial Business Combination, the Sponsor, or an affiliate of the Sponsor or certain of the Company's
officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial
Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company
may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account
would be used for such repayment. Up to $ 3,000,000 of such loans may be converted upon consummation of the Company's Business Combination
into Warrants at a price of $ 1.00 per warrant. If the Company does not complete a Business Combination, the loans would be repaid out
of funds not held in the Trust Account, and only to the extent available. Such Private Warrant converted from loan would be identical
to the Private Warrants sold in the private placement.

 As of December 31, 2023 and December 31, 2022,
the Company had no borrowings under the working capital loans.

 Administrative Services Fees

 The Company has agreed, commencing on the effective
date of the prospectus, to pay the Sponsor the monthly fee of an aggregate of $ 10,000 for office space, administrative and shared personnel
support services. This arrangement will terminate upon the earlier of (a) completion of a Business Combination or (b) twelve months
after the completion of the IPO. Administrative service fee expenses for the year ended December 31, 2023 and the period from January
7, 2022 (inception) through December 31, 2022 amounted to $ 53,000 and $ 67,000, respectively. Accrued services fees amounted to $ 3,000
and nil as of December 31, 2023 and December 31, 2022, respectively.

 Note 7 — Commitments &
Contingencies

 Registration Rights

 The holders of the Founder Shares and Private
Warrants and Warrants issuable upon the conversion of certain working capital loans will be entitled to registration rights pursuant to
a registration rights agreement signed on June 9, 2022 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 the Company's 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 underwriters of the IPO (the "underwriters")
exercised the option to purchase an additional 1,125,000 Units in the IPO.

 The Company paid an underwriting discount of 2.0 %
of the gross proceeds of the IPO, or $ 1,725,000 to the underwriters at the closing of the IPO. In addition, the underwriters will be entitled
to a deferred fee of 3.0 % of the gross proceeds of the IPO, or $ 2,587,500 until the closing of the Business Combination.

 Right of First Refusal

 For a period of twelve (12) months from the
closing of a Business Combination the Company shall give underwriter a right of first refusal to act as lead left bookrunner and lead
left manager and/or lead left placement agent with at least seventy-five percent ( 75 %) of the economics for a two-handed deal and thirty-five
percent ( 35 %) of the economics for a three-handed deal for any and all future public and private equity and debt offerings during such
period by the Company or any successor to or any subsidiary of the Company. It is understood that if, during the twelve (12) month
period following the consummation of a successful financing, a third party broker-dealer provides the Company with written terms with
respect to a future securities offering ("Written Offering Terms") that the Company desires to accept, the Company shall promptly
present the Written Offering Terms to EF Hutton, division of Benchmark Investments LLC ("EF Hutton"), the representative of
the underwriters of the IPO. EF Hutton shall have five (5) business days from its receipt of the Written Offering Terms in which
to determine whether or not to accept such offer and, if EF Hutton declines such offer or fail to respond within such five (5) day
period, then the Company shall have the right to proceed with such financing with another placement agent or underwriter upon the same
terms and conditions as the Written Offering Terms.

 Note 8 — Stockholders' Deficit

 Preferred Stock — The
Company is authorized to issue 500,000 shares of preferred stock, $ 0.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Company's board of directors. As of December 31, 2023 and December 31,
2022, there were no preferred stock issued or outstanding.

 Class A Common Stock — The
Company is authorized to issue 20,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. As of December 31, 2023
and December 31, 2022, there were no shares of Class A common stock issued or outstanding, excluding 3,255,050 and 8,625,000 shares of
Class A common stock subject to possible redemption.

 Class B Common Stock — The
Company is authorized to issue 2,500,000 shares of Class B common stock with a par value of $ 0.0001 per share. As of December 31,
2023 and December 31, 2022, the Company had 2,156,250 shares of Class B common stock issued and outstanding.

 Common stockholders of record are entitled to
one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B
common stock will vote together as a single class on all matters submitted to a vote of the Company's stockholders, except as required
by law.

 The Class B common stock will automatically
convert into shares of the Class A common stock at the time of the initial Business Combination, or at any time prior thereto at the option
of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution right.

 Warrants — On June
14, 2022, the Company issued 4,312,500 Public Warrants in connection with the IPO. Substantially concurrently with the closing of the
IPO, the Company completed the private sale of 5,240,000 Private Warrants to the Company's Sponsor.

 Each whole Warrant entitles the registered holder
to purchase one whole share of the Company's Class A common stock at a price of $ 11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of 12 months from the closing of the IPO or the date of the completion of the initial
Business Combination. Pursuant to the warrant agreement (the "warrant agreement") signed on June 9, 2022 between the Company
and VStock Transfer, LLC, the warrant agent of the Company, a warrant holder may exercise its Warrants only for a whole number of shares
of Class A common stock. This means that only a whole Warrant may be exercised at any given time by a warrant holder. No fractional Warrants
will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will expire five years after the completion
of the Company's initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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

 In addition, if (x) the Company issues additional
shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company's
initial Business Combination at an issue price or effective issue price (the "Newly Issued Price") of less than $ 9.20 per
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 Company's founders or their affiliates, without taking into account any founders' shares
held by the Company's founders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds
from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company's
initial Business Combination on the date of the consummation of the Company's initial Business Combination (net of redemptions),
and (z) the volume weighted average reported trading price of Class A Common Stock for the twenty (20) trading days starting on the
trading day prior to the date of the consummation of the Business Combination (the "Fair Market Value") is below $ 9.20
per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Fair Market
Value and the Newly Issued Price, and the $ 16.50 per share redemption trigger price described below will be adjusted (to the nearest
cent) to be equal to 165 % of the higher of the Fair Market Value and the Newly Issued Price.

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

 in
whole and not in part;

 upon
not less than 30 days' prior written notice of redemption (the "30-day redemption period") to each Warrant holder;
and

 if,
and only if, the reported last sale price of the Class A common stock equals or exceeds $ 16.50 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
three business days before the Company sends the notice of redemption to the warrant holders.

 The Company accounted for the 4,312,500 Public
Warrants issued with the IPO as equity instruments in accordance with ASC 480, "Distinguishing Liabilities from Equity" and
ASC 815-40, "Derivatives and Hedging: Contracts in Entity's Own Equity". The Company accounted for the Public
Warrants as an expense of the IPO resulting in a charge directly to stockholders' equity. The Company estimates that the fair value
of the warrants is approximately $ 1.4 million, or $ 0.157 per Unit, using the Monte Carlo Model. The fair value of
the Public Warrants is estimated as of the date of grant using the following assumptions: (1) expected volatility of 0.1 %, (2) risk-free
interest rate of 3.08 %, (3) expected life of 6.18 years, (4) exercise price of $ 11.50 and (5) stock price of $ 9.84.

 As of December 31, 2023 and December 31, 2022,
 9,552,500 Warrants were outstanding.

 Note 9 — Income Taxes

 The income tax provision (benefit) consists of the following for the
year ended December 31, 2023 and the period from January 7, 2022 (inception) through December 31, 2022:

 year ended
 2023

 Period from
 January 7,
 2022
 (inception)
 through
 2022

 Current

 Federal

 $
 458,077

 $
 173,680

 State

 —

 —

 Deferred

 Federal

 ( 162,336
)

 ( 67,458
)

 State

 —

 Valuation allowance

 135,678

 128,052

 Income tax provision

 431,419

 $
 234,274

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

 For the Period from

 January 7,
 2022

 year ended

 (inception)
 through

 2023

 2022

 U.S. statutory rate

 21.0
 %

 21.0
 %

 Change in valuation allowance

 10.3
 %

 28.4
 %

 Permanent difference

 1.4
 %

 2.5
 %

 Effective tax rate

 32.7
 %

 51.9
 %

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

 2023

 2022

 Deferred tax assets:

 Start-up costs

 $
 263,730

 $
 128,052

 Valuation allowance

 ( 263,730
)

 ( 128,052
)

 Total deferred tax assets

 —

 —

 Accrued interest income

 ( 33,937
)

 ( 60,594
)

 Deferred tax liability, net

 $
 ( 33,937
)

 $
 ( 60,594
)

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

 As of December 31, 2023 and December 31, 2022,
the Company's deferred tax asset had a full valuation allowance recorded against it. The effective tax rate for the year ended December
31, 2023 and for the period from January 7, 2022 (inception) through December 31, 2022 were 32.7 % and 51.9 %, respectively. The effective
tax rate differs from the federal and state statutory tax rate of 21.0 % primarily due to the valuation allowance on the deferred tax
assets.

 Note 10 — Subsequent Events

 The Company evaluated subsequent events and transactions
that occurred after the balance sheet date through the date the financial statement is issued. The Company did not identify any subsequent
events that would have required adjustment or disclosure in the financial statement other than events below.

 On January 12, 2023,
February 13, 2024, and March 13, 2024, three payments of $ 75,000 were deposited into the Trust Account for the public shareholders, which
enabled the Company to extend the period of time it has to consummate its initial Business Combination to April 14, 2023 which are the
seventh, eighth, and ninth of the nine one-month extensions permitted under the Company's governing documents.

 In connection with the
extension payments, the Company issued three unsecured promissory notes of $ 75,000 each to its Sponsor.

 On February 18, 2024, the Company entered into
a business combination agreement (as amended from time to time, the "BCA"), by and among the Company, Purchaser, Merger Sub
and Foxx Development Inc., a Texas corporation ("Foxx"). Foxx, where, pursuant to the
agreement: (a) the Company will merge (the "Reincorporation Merger") with and into PubCo, with PubCo as the surviving entity;
(b) Foxx will merge (the "Acquisition Merger") with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary
of PubCo.

 On February 23, 2024,
Acri Capital Acquisition Corporation (the "Company") entered into that certain Amendment (the "UA Amendment")
to the Underwriting Agreement, dated June 9, 2022 (the "Underwriting Agreement") with EF Hutton LLC (f/k/a EF Hutton, division
of Benchmark Investments, LLC, the "EF Hutton").

 Pursuant to the terms
of the UA Amendment, EF Hutton and the Company have agreed to amend the Underwriting Agreement to replace the existing deferred underwriting
fee under the Underwriting Agreement from $ 2,587,500 payable in cash at the closing of a business combination, to (x) $ 1,725,000 payable
in cash and (y) 43,125 shares of common stock of PubCo. to be issued, at the closing of the Acquisition Merger.

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

 In October 2022, we were informed
by Friedman, the independent registered public accounting firm of the Company, effective September 1, 2022, Friedman combined with Marcum
and continued to operate as an independent registered public accounting firm. Friedman continued to serve as the Company's independent
registered public accounting firm through September 30, 2022. On October 3, 2022, our Audit Committee of the Board of Directors approved
the dismissal with Friedman and engagement of Marcum to serve as the independent registered public accounting firm of the Company for
the year ending December 31, 2022. The services previously provided by Friedman will now be provided by Marcum.

 The Company was incorporated
on January 7, 2022 (the "inception"). Therefore, since its inception, the Company has not filed any annual reports on Form
10-K and Friedman has not conducted any audit on the Company's consolidated financial statements for any fiscal year, except that:
(i) it has issued a report (the "IPO Offering Report") for the audited financial statements for the period from inception
through February 15, 2022 in connection with the initial public offering of the Company (collectively, the "Interim Financial Statements");
(ii) it has issued a report (the "IPO Closing Report") on the Company's balance sheet as of June 14, 2022 and the related
notes (collectively, the "IPO Closing Financial Statements") in connection with the closing of the initial public offering
of the Company. Other than the foregoing, Friedman has not issued any audit report since incorporation, nor has it provided any adverse
opinion, disclaimer of opinion, or report qualified or modified with uncertainty, audit scope or accounting principle, except that it
has expressed uncertainty about the Company's ability to continue as a going concern in its IPO Report.

 Additionally, Friedman's
IPO Offering Report and IPO Closing Report did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles, except that the audit report on the Interim Financial Statements of the Company
contained an uncertainty about the Company's ability to continue as a going concern.

 Since the Company's
inception and during such interim period through September 30, 2022, there were no disagreements with Friedman on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of Friedman, would have caused Friedman to make reference to the subject matter of the disagreements in connection with its reports on
the Company's consolidated financial statements for such periods. Also, during this time, there were no "reportable events,"
as defined in Item 304(a)(1)(v) of Regulation S-K.

 During the fiscal years ended
December 31, 2022 and December 31, 2023, neither the Company nor anyone on its behalf consulted with Marcum regarding (i) the application
of accounting principles to any specified transaction, either completed or proposed or the type of audit opinion that might be rendered
on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Marcum concluded
was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue,
or (ii) any matter that was either the subject of a "disagreement," as defined in Item 304(a)(1)(iv) of Regulation S-K, or
a "reportable event," as defined in Item 304(a)(1)(v) of Regulation S-K.

 The Company provided Friedman
with a copy of the above disclosures it is making in response to Item 304(a). We have requested and received from Friedman a letter, dated
October 4, 2022, addressed to the SEC stating whether Friedman agrees with the above statements.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures
that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,
such as this report, is recorded, processed, summarized, and reported within the time period specified in the SEC's rules and forms.
Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management,
including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our current chief executive officer (who also serves as our chief financial officer)
(our "Certifying Officer"), the effectiveness of our disclosure controls and procedures as of December 31, 2023, pursuant
to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer concluded
that, during the period covered by this report, our disclosure controls and procedures were not effective.

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

 Management's Annual Report on Internal Control over Financial
Reporting

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

 (1)

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

 (2)

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

 (3)

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

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

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

 Changes in Internal Control over Financial Reporting

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

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

 Name

 Age

 Position

 "Joy" Yi Hua

 Chairwoman, Chief Executive Officer and Chief Financial Officer

 James "Jim" C. Hardin Jr.

 Director

 Edmund R. Miller

 Director

 Andrew Pierce

 Director

 Ms.
"Joy" Yi Hua is our Chief Executive Officer, Chief Financial Officer and Chairwoman. Ms. Hua has over 18 years of
experience in investment management, hedge fund, private equity and real estate investment around the world. Since June 2016, Ms. Hua
has served as the Managing Director of Serene View Capital LLC, an investment management and consulting firm. She has served as CEO of
Bit Bay Technology Corporation since January 2023, a data center infrastructure and services company. In
June 2018, Ms. Hua founded Cohere Education LLC, an online education start-up engaged in the distribution of STEAM curriculum and programs
to K-12 and college students in the U.S. and China. Before that, Ms. Hua co-founded and served as the Chief Operating Officer for MeshImpact
LLC for the period between July 2016 and December 2018, overseeing financial and strategic planning for the consulting firm providing
data analytics and machine learning solutions. Earlier in her career, Ms. Hua worked for CornerStone Parnters LLC for 8 years from 2008
to 2016 where she managed private equity and real assets portfolios of over 3 billion US dollars for 12 non-profit clients. Ms. Hua started
her investment career at UVIMCO, the organization that manages the University of Virginia's $14.5 billion endowment, from 2004 to
2008. Ms. Hua received her MBA from the University of Texas at Austin in 2003, and a B.A. in Economics from Shanghai University of Finance
& Economics in 1997. She has been a CFA charter holder since 2004.

 Mr. James "Jim"
C. Hardin Jr. has served as independent director since June 9, 2022. Mr. Hardin has 20 years of experience in direct investments,
co-investments, and fund investments in multiple private and public asset classes, sectors, and countries. He has particular investing
experience in healthcare, fintech (bank software, payments), and community banks. He is currently an investment banker affiliated with
Deer Isle Group, LLC and The Sponsor Fund Partners LLC. On the advisory side through Deer Isle Group, LLC, Mr. Hardin works with clients
as a fractional general partner — which is similar to a fractional strategic CFO role — where he provides senior bandwidth
to private equity general partners to support transaction execution and capital raising. Prior to partnering with Deer Isle, Mr. Hardin
founded a technology-enabled service company for the lower middle market private equity ecosystem between 2014 and 2020, led private equity
investing at full-service outsourced investment firm and Duke University-spinout Global Endowment Management (now $12B AUM) between 2009
and 2013, acquired and exited a point of sale payments company between 2009 and 2017, and co-managed a healthcare portfolio at the multi-strategy
hedge fund Farallon Capital Management/Noonday (now $35B AUM) between 2004 and 2008. Mr. Hardin has also been a director of Affirmative
Technologies, a provider of electronic payment risk management and fraud detection software, since 2018. Mr. Hardin has also been the
President of Fund Investor Toolkit, LLC, a consulting service, since 2014. Mr. Hardin graduated cum laude in Economics (AB) from Harvard
College.

 Mr. Edmund R. Miller
 has served as independent director since June 9, 2022. Mr. Miller is a Senior Managing Director of Pan American Finance, LLC,
an investment advisory firm where he has held this position since 2012. He has extensive private equity investment, fundraising and Telecommunication,
Media, & Technology (TMT) experience. From 2002 to 2011, he was the Managing Director at Parmenter Realty Partners where he was in
charge of all aspects of documenting and raising their second, third, and fourth institutional funds. Earlier in his career, from 1984
to 1996, Mr. Miller was co-manager of the largest Caribbean Basin and Latin American coverage team for Goldman Sachs, based in Miami.
From 1996 to 1999, he managed a high yield fund for a large Latin American bank, managed a hedge fund, and was a founder and led the initial
investment round in Answerthink (now known as The Hackett Group, NASDAQ: HCKT), an information technology consulting company. Mr. Miller
was the co-founder of Interprise Technology Partners, a $110 million technology venture fund which made seven lead investments between
1999 and 2002. Prior to joining Goldman Sachs in 1984, Mr. Miller worked for Price Waterhouse in New York City in international tax for
4 years. He is a graduate of the University of Florida Warrington College of Business and the Levin College of Law. Mr. Miller was previously
certified as a CPA and was a member of the New York Bar.

 Mr. Andrew Pierce has served as independent director
since June 9, 2022. Mr. Pierce has more than a decade of experience in everything from data center auditing and IT support, to building
world-class software and leading teams of engineers. Between 2014 and 2022, Mr. Pierce led the Platform Applications team for BlackSky
Technology Inc. (NYSE: BKSY), a leading provider of real-time geospatial intelligence and global monitoring services, and has helped grow
it from a $1M ARR startup into a publicly-traded powerhouse valued at over $1B on opening day. Prior to BlackSky, Mr. Pierce served as
the Engineering Manager of Thermopylae Science and Technology's iSpatial platform. He is also the founder and owner of Banana Stand
Technologies, Inc., a company engaged in "web3" consulting services. From 2009 to 2010, he was on the team that built FederalReporting.gov,
the system responsible for tracking the American Recovery and Reinvestment Act (ARRA) stimulus spending. He graduated with a B.S. in Computer
Science and a B.A. in Japanese Studies from the College of William and Mary in 2009, and has spent time abroad living and working in Japan.

 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. James "Jim" C. Hardin Jr., Edmund R. Miller and Andrew Pierce
are "independent directors" as defined in the Nasdaq listing standards and applicable SEC rules. Our audit committee is entirely
composed of independent directors meeting Nasdaq's additional requirements applicable to members of the audit committee. Our independent
directors have regularly scheduled meetings at which only independent directors are present.

 Committees of the Board
of Directors

 Audit Committee

 Since our IPO, we have an
audit committee of the board of directors. Messrs. James "Jim" C. Hardin Jr., Edmund R. Miller and Andrew Pierce serve
as members of our audit committee, with James "Jim" C. Hardin Jr. serving as the Chairman of the audit committee. Under the
Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom
must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under Nasdaq
listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

 Each member of the audit committee
is financially literate and our board of directors has determined that James "Jim" C. Hardin Jr. qualifies as an "audit
committee financial expert" as defined in applicable SEC rules.

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

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

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

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

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

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

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

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

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

 Compensation Committee

 Since our IPO, we have a compensation
committee of the board of directors. Messrs. James "Jim" C. Hardin Jr., Edmund R. Miller and Andrew Pierce serve as members
of our compensation committee, with Andrew Pierce serving as the chairman of the compensation committee. Under the Nasdaq listing standards
and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent,
subject to certain phase-in provisions. Each such person meets the independent director standard under Nasdaq listing standards applicable
to members of the compensation committee.

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

 reviewing and approving on an annual basis the corporate goals and objectives relevant to our 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 approving on an annual basis the compensation of all of our other officers;

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

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

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

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

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

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

 Notwithstanding the foregoing,
as indicated above, other than reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar
fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any
services they render in order to complete the consummation of an initial business combination although we may consider cash or other compensation
to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination.
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 current charter of the
compensation committee also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work
of any such adviser. 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. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend
a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
As there is no standing nominating committee, we do not have a nominating committee charter in place.

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

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

 Code of Ethics

 We have adopted a code of
ethics applicable to our directors, officers and employees.

 Clawback Policy

 We have adopted a clawback
policy on November 27, 2023 that applies to our executive officers (the "Clawback Policy"), which.is filed herewith as Exhibit
97.1.

 The Clawback Policy gives the
Compensation Committee the discretion, in connection with an accounting restatement of our previously issued financial statements, to
require executive officers to reimburse us for any erroneously awarded compensation paid to such executive officers that otherwise would
not have been paid had it been determined based on the restated financial statements.

 Conflicts of Interest

 The Sponsor and directors
and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies,
including in connection with their initial business combinations, prior to us completing our initial business combination. Our management
team, in their capacities as directors, officers or employees of the Sponsor or its affiliates or in their other endeavors, may choose
to present potential Initial business combinations to the related entities described above, current or future entities affiliated with
or managed by the Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under
Delaware law and any other applicable fiduciary duties. Our Charter provides that we renounce our interest in any corporate opportunity
offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.

 Although we do not believe
any conflict currently exists between us and our founders or affiliates of our founders may compete with us for acquisition opportunities.
If such entities decide to pursue an opportunity, we may be precluded from procuring such opportunity. In addition, investment ideas generated
within our founders may be suitable for both us and for an affiliate of founders and may be directed to such entity rather than to us.
Neither our founders nor members of our management team who are also employed by or affiliated with our founders will have any obligation
to present us with any opportunity for a potential Initial business combination of which they become aware, unless presented to such member
specifically in his or her capacity as an officer or director of the company. Our founders and/or our management team, in their capacities
as employees or affiliates of our founders or in their other endeavors, may be required to present potential Initial business combinations
to future founders' affiliates or third parties, before they present such opportunities to us.

 Each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which
such officer or director is or will be required to present Initial business combination opportunities to such entity. Accordingly, in
the future, if any of our officers or directors becomes aware of an initial business combination opportunity which is suitable for an
entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual obligations
of our officers arising in the future would materially undermine our ability to complete our initial business combination. Our Charter
provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly
offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally
and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

 Our officers or directors
may become an officer or director of any other special purpose acquisition company with a class of securities registered under the Securities
Exchange Act of 1934, as amended, or the Exchange Act, even before we enter into a definitive agreement regarding
our initial business combination or we have failed to complete our initial business combination within the Combination Deadline.

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

 Potential investors should
also be aware of the following other potential conflicts of interest:

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

 Our officers may become an officer or director of any other SPACs even before we enter into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within the Combination Deadline; as a result, our officers or directors may present a potential target to our competitor that would had been presented to us or devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

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

 Our founders have agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the consummation of our initial business combination. Additionally, our founders have agreed to waive their redemption rights with respect to any Founder Shares held by them if we fail to consummate our initial business combination within the Combination Deadline. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Warrants held in the Trust Account will be used to fund the redemption of our Public Shares, and the Private Warrants will be worthless. With certain limited exceptions, our founder may not transfer, assign or sell any of their Founder Shares until the earlier of: (A) six months after the date of the consummation of our initial business combination, (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property, or (C) the date on which the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, or earlier, in any case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or other property With certain limited exceptions, the Private Warrants and the underlying securities, the working capital warrants that may be issued upon conversion of working capital loans (including extension notes) and the underlying securities, will not be transferable, assignable or salable by the Sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our founders may directly or indirectly own Founder Shares and Private Warrants following the IPO, our founders may have a conflict of interest in determining whether a particular target business is an appropriate business with which to complete our initial business combination.

 Our officers and directors may have a conflict of interest with respect to evaluating a particular Initial business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

 Our founders may have a conflict of interest with respect to evaluating an initial business combination and financing arrangements as we may obtain loans from our founders or an affiliate of our founders to finance transaction costs in connection with an intended initial business combination. Up to $3,000,000 of such loans may be convertible into working capital warrants at a price of $1.00 per warrant at the option of the lender. Such working capital warrants would be identical to the Private Warrants sold in the Private Placement.

 The Company has agreed, commencing on the effective date of the IPO Prospectus, to pay Sponsor the monthly fee of an aggregate of $10,000 for office space, administrative and shared personnel support services. This arrangement will terminate upon the earlier of (a) completion of an initial business combination or (b) June 14, 2023 (twelve months after the completion of the IPO).

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

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

 the corporation could financially undertake the opportunity;

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

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

 Accordingly, as a result of
multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities
meeting the above-listed criteria to multiple entities. Furthermore, our Charter provides that we renounce our interest in any corporate
opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity
as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would
otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without
violating another legal obligation.

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

 Individual (1)

 Entity

 Entity's Business

 Affiliation

 "Joy" Yi Hua

 Acri Capital Sponsor LLC

Serene View Capital LLC

 Holding Company

Investment Fund

 Manager

Managing Director

 James "Jim"

C. Hardin Jr.

 Fund Investor Toolkit, LLC

Deer Isle Group, LLC

Sponsor Fund Partners LLC

Affirmative Technologies LLC

 Consulting

Investment Bank

Investment Fund

Software Solution

 President

Independent Contractor

Managing Member

Director

 Edmund R. Miller

 Pan American Finance, LLC

 Investment Bank

 Senior Managing Director, Investment Banking

 Andrew Pierce

 Banana Stand Technologies, LLC

 Computer Science

 Owner

 We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our founders or any affiliate of them, subject to certain
approvals and consents. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent
directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting
firm, that such an initial business combination is fair to our company from a financial point of view.

 In the event that we submit
our initial business combination to our stockholders for a vote, our founders have agreed to vote any Founder Shares held by them and
any Public Shares purchased during or after the offering in favor of our initial business combination and our officers and directors have
also agreed to vote any Public Shares purchased during or after the offering in favor of our initial business combination.

 Section 16(a) Beneficial Ownership Reporting Compliance

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

 Based solely on our review
of such forms furnished to us and written representations from certain reporting persons, we believe that, during 2023, our directors,
executive officers, and ten percent stockholders complied with all Section 16(a) filing requirements.

 ITEM 11. EXECUTIVE COMPENSATION

 Employment Agreements

 We have not entered into any
employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.
We have entered in to offer letters with our independent directors, pursuant to which each of our independent directors will receive cash
compensation, be reimbursed all reasonable travel expenses incurred in connection with the attendance at meetings of the board, and receive
indemnification as a director of the Company to the maximum extent extended to directors of the Company generally.

 Executive Officers and Director Compensation

 Each of our independent directors
has received cash compensation of $60,000 among which (i) $20,000 was paid upon the closing of the IPO; (2) $20,000 was paid upon the
completion of the three-month period after the closing of the IPO; and (3) $20,000 was paid upon completion of the six-month period after
the closing of the IPO. Pursuant to the offer letters entered into by our independent directors and the Company, the remaining $20,000
cash compensation will be payable upon the closing of our initial business combination. Other than as set forth in the Prospectus and
this report, no compensation of any kind, including finder's and consulting fees, will be paid to our founders or any of their respective
affiliates, for services rendered prior to or in connection with the completion of our initial business combination although we may consider
cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with
our initial business combination. In addition, our officers, directors or any of their respective affiliates will be reimbursed for any
out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing
due diligence on suitable Initial business combinations. Our audit committee will review on a quarterly basis all payments that were made
to our founders or their affiliates.

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

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

 The following table sets forth
information regarding the beneficial ownership of our common stock as of the date of this report by:

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

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

 all our executive officers and directors as a group.

 Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially
owned by them.

 Name and Address of Beneficial Owner(1)

 Amount and
 Nature of
 Beneficial
 Ownership
 (Class A
 Stock)

 Amount and
 Nature of
 Beneficial
 Ownership
 (Class B
 Stock)

 Approximate
 Percentage of
 All Outstanding
 Common Stock
 (inclusive of
 Class A
 Stock and
 Class B
 Stock)

 Acri Capital Sponsor LLC (2)

 37.18
 %

 "Joy" Yi Hua (3)

 37.18
 %

 All executive officers, and directors as a group

 37.18
 %

 (1)

 Unless otherwise noted, the business address of each of the following entities or individuals is c/o Acri Capital Acquisition Corporation, 13284 Pond Springs Rd, Ste 405, Austin, Texas 78729.

 (2)

 Acri Capital Sponsor LLC, the Sponsor, is the record holder of the securities reported herein. "Joy" Yi Hua, our CEO, CFO and Chairwoman, is the sole manager and member of our sponsor. By virtue of this relationship, Ms. Hua may be deemed to have beneficial ownership of the securities held of record by the Sponsor.

 (3)

 Interests shown consist solely of Founder Shares, classified as shares of Class B common stock. Founder Shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment, as described in the section of the Prospectus entitled " Description of Securities."

 The Founder Shares and Private
Warrants and working capital warrants are each subject to transfer restrictions pursuant to lock-up provisions in a letter agreement
with us to be entered into by our founders. Those lock-up provisions provide that such securities are not transferable or saleable.
Our founders have agreed, subject to certain exception, (i) in the case of Founder Shares, not to transfer, assign or sell any of
their Founder Shares until the earlier of: (A) six months after the date of the consummation of our initial business combination,
(B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination
that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other
property, and (C) the date on which the last reported sale price of our Class A common stock equals or exceeds $12.00 per share
(as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day
period commencing after our initial business combination, and (ii) in the case of Private Warrants, and any warrants may be issued
upon the conversion of the working capital loans, or "working capital warrants", until 30 days after the completion of
our initial business combination, except in each case (a) to our officers or directors, any affiliates or family members of any of
our officers or directors, any affiliate of our founders, any members of our founders, or any of their affiliates, direct and indirect
equity holders, (b) in the case of an individual, by gift to a member of the individual's immediate family, to a trust, the
beneficiary of which is a member of the individual's immediate family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case
of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the
consummation of an initial business combination at prices no greater than the price at which the securities were originally purchased;
(f) in the event of our liquidation prior to the completion of our initial business combination; or (g) by virtue of the laws
of Delaware or our founders' limited liability company agreement upon dissolution of our founders, provided, however, that in the
case of clauses (a) through (e), or (g) these permitted transferees must enter into a written agreement agreeing to be
bound by these transfer restrictions.

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

 Founder Shares and Private Warrants

 On February 4, 2022, the Sponsor
acquired 2,156,250 Founder Shares of for an aggregate purchase price of $25,000, or approximately $0.01 per share. As of December 31,
2023, there were 2,156,250 Founder Shares issued and outstanding.

 The number of Founder Shares
issued was determined based on the expectation that such Founder Shares would represent 20% of the number of Class A common stock and
Class B common stock issued and outstanding upon completion of the IPO.

 The Founder Shares are identical
to the Public Shares. However, the founders have agreed (A) to vote their Founder Shares in favor of any proposed Initial business combination,
(B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to the Company's
Charter that would affect the substance or timing of the Company's redemption obligation to redeem all Public Shares if the Company
cannot complete an initial business combination within the Combination Period (As defined below), unless the Company provides public stockholders
an opportunity to redeem their Public Shares in conjunction with any such amendment, (C) not to redeem any shares, including Founder Shares
and Public Shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the Company's
proposed initial business combination or sell any shares to us in any tender offer in connection with the Company's proposed initial
business combination, and (D) that the Founder Shares shall not participate in any liquidating distribution upon winding up if an initial
business combination is not consummated.

 Substantially concurrently
with the closing of the IPO on June 14, 2022, the Company completed the sale of 5,240,000 Private Warrants to the Sponsor at a purchase
price of $1.00 per Private Warrant, generating gross proceeds to the Company of $5,240,000. Private Warrants are identical to the Public
Warrants included in the Units sold in the IPO except that the Private Warrants (including the Class A common stock issuable upon exercise
of the Private Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial business combination
except to permitted transferees.

 As more fully discussed in
the section of the Prospectus entitled " Management — Conflicts of Interest," if any of our officers or directors
becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has
pre-existing fiduciary or contractual obligations, he or she may be required to present such Initial business combination opportunity
to such entity prior to presenting such Initial business combination opportunity to us. Our officers and directors currently have certain
relevant fiduciary duties or contractual obligations to other entities that may take priority over their duties to us. Other than as set
forth elsewhere in this report, no compensation of any kind, including finder's and consulting fees, will be paid to our founders,
or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination
although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior
to or in connection with our initial business combination. In addition, 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
Initial business combinations. Our audit committee will review on a quarterly basis all payments that were made to our founders, advisors
or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling
on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

 Promissory Notes

 On January 20, 2022, the Sponsor
has agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing,
unsecured and is due at the earlier of (1) January 20, 2023 or (2) the date on which the Company consummates its IPO of its securities.
The Company has an outstanding loan balance of $316,827 on June 14, 2022 after the IPO and the outstanding balance was repaid on June
21, 2022. As of December 31, 2023, there was no loan balance outstanding.

 Working Capital Loans

 In addition, in order to finance
transaction costs in connection with an intended initial business combination, the founders may, but are not obligated to, loan the Company
funds as may be required. If the Company completes the initial business combination, it would repay such loaned amounts. In the event
that the initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account
to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $3,000,000 of such loans may
be converted upon consummation of the Company's Initial business combination into Warrants at a price of $1.00 per warrant. If the
Company does not complete an initial business combination, the loans would be repaid out of funds not held in the Trust Account, and only
to the extent available. Such Private Warrant converted from loan would be identical to the Private Warrants sold in the Private Placement.

 On December 5, 2023,
the Company issued a promissory note (the "Working Capital Note") to the Sponsor, under which the Sponsor agreed to loan the
Company up to $500,000 to be used for a portion of the working capital. This loan is non-interest bearing, unsecured and is due at the
earlier of (1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates
and dissolves. The Sponsor, as the payee, has the right, but not the obligation, to convert the note, in whole or in part, into Private
Warrants of the Company, that are identical to the Private Warrants issued by the Company in the Private Placement consummated simultaneously
with the Company's IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written
notice of the intention to convert at least two business days prior to the closing of the initial business combination. The number of
Private Warrants to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum
of the outstanding principal amount payable to the Sponsor by (y) $1.00.

 As of December 31, 2023, the
Company had no borrowings under the working capital loans.

 Others

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

 We have entered into a registration
rights agreement with respect to the Private Warrants sold in the Private Placement and the Founder Shares.

 RELATED PARTY POLICY

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

 We have adopted a code of
ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board
of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics,
conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee
of indebtedness) involving the company. A form of the code of ethics that was filed as an exhibit to the S-1 was adopted prior to the
consummation of the IPO.

 In addition, our audit committee
is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative
vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to
approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting,
the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. A
form of the audit committee that was filed as an exhibit to the S-1 was adopted prior to the consummation of the IPO. We also require
each of our directors and executive officers to complete a directors' and officers' questionnaire that elicits information
about related party transactions.

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

 To further minimize conflicts
of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our founders
unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member
of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.
Furthermore, other than as set forth elsewhere in the Prospectus, no finder's fees, reimbursements or cash payments will be made
to our founders, existing advisors, or our or their affiliates, for services rendered to us prior to or in connection with the completion
of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent
to the IPO to be paid either prior to or in connection with our initial business combination. In addition, the following payments will
be made to our founders or their affiliates, none of which will be made from the proceeds of the IPO held in the Trust Account prior to
the completion of our initial business combination:

 Repayment to an aggregate of up to $500,000 in loans made to us by the Sponsor;

 Repayment to an aggregate of up to $500,000 in working capital loans made to us by the Sponsor;

 A monthly fee of an aggregate of $10,000 for office space, administrative and shared personnel support services to sponsor. This arrangement will terminate upon the earlier of (a) completion of an initial business combination or (b) June 14, 2023;

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

 Repayment of loans which may be made by our founders or an affiliate of our founders to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $3,000,000 of such loans may be convertible into working capital warrants, at a price of $1.00 per warrant at the option of the lender. Such working capital warrants are identical to the Private Warrants sold in the Private Placement.

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

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Public Accounting Fees

 Based on information provided
by Friedman, the independent registered public accounting firm of the Company, effective September 1, 2022, Friedman combined with
Marcum LLP ("Marcum") and continued to operate as an independent registered public accounting firm. Friedman continued to
serve as the Company's independent registered public accounting firm through September 30, 2022.

 On October 3, 2022, the Audit
Committee of the Board and the full Board approved the dismissal with Friedman and engagement of Marcum to serve as the independent registered
public accounting firm of the Company for the year ending December 31, 2022. The services previously provided by Friedman will now be
provided by Marcum.

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

 2023

 Audit Fees

 $
 93,000

 Audit-Related Fees

 -

 Tax Fees

 -

 All Other Fees

 -

 Audit fees were for professional
services rendered by Friedman and Marcum for the audit of our annual financial statements, and services that are normally provided by
Friedman and Marcum in connection with statutory and regulatory filings or engagements for that fiscal year, including in connection with
our IPO. "Audit-related fees" are fees for assurance and related services by our principal accountant that are reasonably
related to the performance of the audit or review of our financial statements and are not reported under "audit fees."

 Pre-Approval of Services

 During a meeting for the audit
committee on March 29, 2023, the audit committee pre-approved all of the foregoing services.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a) Financial Statements:

 (1)

 The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 therein.

 (2)

 All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable.

 (3)

 See attached Exhibit Index of this Annual Report on Form 10-K

 (b) Exhibits

 The following exhibits are filed as part of this
Annual Report on Form 10-K. Where such filing is made by incorporation by reference to a previously filed document, such document is identified.

 Exhibit
 No.

 Description

 1.1

 Underwriting Agreement, dated June 9, 2022, among the Registrant, and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2022).

 1.2

 Amendment to the Underwriting Agreement, dated February 23, 2024, by and between the Registrant and EF Hutton LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 23, 2024).

 2.1

 Business Combination Agreement, dated February 18, 2024, among the Registrant, Acri Capital Merger Sub I, Acri Capital Merger Sub II, and Foxx Development Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 20, 2024).

 3.1

 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 11, 2022).

 3.2

 First Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 18, 2022).

 3.3

 Amended and Restated Certificate of Incorporation, dated June 7, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2022).

 3.4

 Amendment No. 1 to the Amended and Restated Certificate of Incorporation, dated February 9, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 10, 2023).

 3.5

 Amendment No. 2 to the Amended and Restated Certificate of Incorporation, dated July 12, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 12, 2023).

 3.4

 Bylaws (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 11, 2022).

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 11, 2022).

 4.2

 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 11, 2022).

 4.3

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 11, 2022).

 4.4

 Warrant Agreement, dated June 9, 2022, between the Registrant and VStock Transfer, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2022).

 4.5

 Description of Securities of the Registrant.

 10.1

 Promissory Note, dated January 20, 2022 (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 11, 2022).

 10.2

 Letter Agreement, dated June 9, 2022, among the Registrant and certain security holders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2022).

 10.3

 Amendment to the Letter Agreement of June 9, 2022, entered between Acri Capital Acquisition Corporation, Acri Capital Sponsor LLC, and directors of Acri Capital Acquisition Corporation, dated November 18, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 18, 2022).

 10.4

 Amended & Restated Investment Management Trust Agreement, dated June 9, 2022, between the Registrant and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2022).

 10.5

 Amendment to the June 9, 2022 Amended & Restated Investment Management Trust Agreement, dated July 12, 2023, between the Registrant and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 12, 2023).

 10.6

 Registration Rights Agreement, dated June 9, 2022, among the Registrant, certain security holders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2022).

 10.7

 Securities Subscription Agreement between the Registrant and the sponsor dated February 4, 2022 (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 11, 2022).

 10.8

 Private Placement Warrants Purchase Agreement, dated June 9, 2022, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 18, 2022).

 10.9

 Form of Indemnity Agreements, dated June 9, 2022, between the Registrant and each of its directors and officers (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2022).

 10.10

 Administrative Services Agreement, dated June 9, 2022, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2022).

 10.11

 Form of Independent Director Offer Letter, dated March 8, 2022, among Acri Capital Sponsor LLC, and certain directors and officers of the Registrant (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 11, 2022).

 10.12

 Working Capital Note, dated December 5, 2023, between the Sponsor and the Registrant.

 10.13

 Form of Extension Note, between the Sponsor and the Registrant.

 10.14

 Foxx Support Agreement, dated as of February 18, 2024, by and among the Registrant, and certain Foxx Stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 20, 2024).

 10.15

 Sponsor Support Agreement, dated as of February 18, 2024, by and among the Registrant, Foxx, and the Sponsor (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 20, 2024).

 14.1

 Form of Code of Ethics (incorporated by
reference to Exhibit 14.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 11,
2022).

 21.1

 List of Subsidiaries.

 31.1

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

 31.2

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

 32.1

 Certifications of Chief 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

 Certifications of Chief 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

 Clawback Policy of the Registrant.

 99.1

 Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 11, 2022).

 99.2

 Form of Compensation Committee Charter
(incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission
on March 11, 2022).

 101.INS

 101.SCH

 101.CAL

Linkbase Document.

 101.DEF

Linkbase Document

 101.LAB

 101.PRE

Linkbase Document

 Cover Page Interactive Data File (formatted

 ITEM 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

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

 Dated: March 22, 2024

 By:

 /s/ "Joy" Yi Hua

 Name:

 "Joy" Yi Hua

 Title:

 Chief Executive Officer &

 Chief Financial Officer

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

 Name

 Position

 Date

 /s/ "Joy" Yi Hua

 Chief Executive Officer

 "Joy" Yi Hua

 (Principal executive officer), Chief Financial Officer

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

 James "Jim" C. Hardin, Jr.

 Independent Director

 James "Jim" C. Hardin Jr.

 /s/ Edmund R. Miller

 Independent Director

 Edmund R. Miller

 /s/ Andrew Pierce

 Independent Director

 Andrew Pierce

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