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: 001-41394

 (Exact name of registrant as specified in its charter)

 Delaware

 87-4620515

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 48 Bridge Street, Building A
 Metuchen, New Jersey

 08840

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: 909 - 214-2482

 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 Warrant and one Right

 The Nasdaq Stock Market LLC

 Class A Common Stock, par value $0.0001 per share

 The Nasdaq Stock Market LLC

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

 The Nasdaq Stock Market LLC

 Rights, each right exchangeable for one-tenth (1/10) of one share of Class A Common Stock at the closing of a business combination

 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 $ 52,380,820.53.

 The number of shares of the common stock of the
registrant outstanding as of March 4, 2024 was 7,986,118 shares of common stock, including 5,542,368 shares of Class A common stock,
par value $0.0001, and 2,443,750 shares of Class B common stock, par value $0.0001.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 FORM 10-K

 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

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

 Item 6.

 [Reserved]

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial 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 Feutune Light Acquisition Corporation

 Overview

 We are a blank check company formed as a Delaware corporation for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination
with one or more businesses, which we refer to throughout this report as our initial business combination. Our efforts to identify a potential
target has not been limited to a particular industry. We will not undertake our initial business combination with an entity being based
in or having the majority of the company's operations in China (including Hong Kong and Macau). Our ability to locate a potential
target is subject to the uncertainties discussed in the prospectus relating to our initial public offering (the "IPO") filed
with the Securities and Exchange Commission (the "SEC") on June 17, 2022 (File No. 333-264221) (the "Prospectus").

 On June 21, 2022, we consummated the "IPO of 9,775,000 units
(the "Units"), which included 1,275,000 units issued upon the full exercise of the over-allotment option of the underwriters
of the IPO. Each Unit consists of one share of our Class A common stock (the "Class A Common Stock"), $0.0001 par value per
share (the "Public Shares"), one redeemable warrant (the "Warrants"), each Warrant entitling the holder thereof
to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, and one right (the "Rights"), each
one Right entitling the holder thereof to exchange for one-tenth (1/10) of one Class A Common Stock upon the completion of the Company's
initial business combination, generating gross proceeds of $97,750,000. Simultaneously with the closing of the IPO, we completed the private
sale (the "Private Placement") of 498,875 units (the "Private Units", consisting of one Class A Common Stock,
or the "Private Share", one warrant, or the "Private Warrant", and one right, or the "Private Right"),
including 478,875 units to the Company's sponsor, Feutune Light Sponsor LLC (the "Sponsor"), and 20,000 units to US
Tiger Securities, Inc. ("US Tiger", together with our Sponsor, directors and officers, the "founders"), the representative
of the underwriters of the IPO, at a purchase price of $10.00 per Private Unit, generating gross proceeds of $4,988,750 (including $4,788,750
from Sponsor and $200,000 from US Tiger) (the "Private Placement Proceeds"). The Private Units are identical to the units
as part of the Units in the IPO, except that the Private Units are not transferable, assignable or saleable (except to our officers and
directors and other persons or entities affiliated with or related to our founders, each of whom will be subject to the same transfer
restrictions) until 30 days after the completion of our initial business combination. The proceeds of $99,216,250 ($10.15 per Unit) in
the aggregate from the IPO and a portion from the Private Placement (the "Trust Funds"), were placed in a trust account (the
"Trust Account") established for the benefit of the Company's public stockholders and the underwriters of the IPO with
Wilmington Trust, National Association acting as trustee.

 The Trust Funds include $3,421,250
payable to the underwriters (the "deferred underwriting compensation") pursuant to the underwriting agreement dated June 15,
2022, entered among us, US Tiger and EF Hutton, division of Benchmark Investments, LLC, the representatives (the "Representatives")
of the underwriters of the IPO.

 Our management has broad discretion
with respect to the specific application of the proceeds of 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, evaluating suitable acquisition transaction candidates and preparing for consummation of an initial business
combination. We intend to complete our initial business combination using cash from the proceeds of this offering and the private placements
of the private units, our capital stock, debt or a combination of cash, stock and debt. We shall not undertake our initial business combination
with any company being based in or having the majority of the company's operations in China (including Hong Kong and Macau). Our
certificate of amendment to the Amended and Restated Certificate of Incorporation, dated June 19, 2023 and filed on June 20, 2023 (the
certificate of amendment, together with the Amended and Restated Certificate of Incorporation, dated June 14, 2022, the "Current
Charter") prohibits us from undertaking our initial business combination with any company being based in or having the majority
of the company's operations in China (including Hong Kong and Macau).

 Permission Required from the PRC Authorities
for our Business Combination and Relevance of PRC Regulations.

 We are a Delaware corporation
with no operations in China and all of our officers and directors are U.S. citizens or U.S. permanent residents, thus we or any of our
officers and directors are not required to obtain permission from any Chinese authorities to operate or conduct a business combination.
Since we will not undertake our initial business combination with any company being based in or having the majority of the company's
operations in China (including Hong Kong and Macau), we do not expect that any permission or approval that our officers and directors
or us would be required from the Chinese authorities to search for a target company or to consummate our initial business combination.

 We are a blank check company
with no operation of our own except search for a non-China-based target for our initial business combination. We do not have any subsidiaries
and all of our officers and directors are located in the United States. Therefore, we do not consider ourselves a China-based issuer,
in particular, as specified in the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies,
or the Trial Measures, and five supporting guidelines promulgated by the China Securities Regulatory Commission (the "CSRC")
on February 17, 2023, which became effective on March 31, 2023. According to the Trial Administration Measures, an
issuer is a "domestic [Chinese] company" if the issuer meets both of the following conditions and thus, subject to
the requirements for domestic [Chinese] companies seeking to offer or list securities overseas, both directly and indirectly, thereunder:
(i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting
year accounts for more than 50% of the corresponding figure in the issuer's audited consolidated financial statements for the same
period; and (ii) its major operational activities are carried out in China or its main places of business are located in China, or the
senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China.

 Additionally, as of the date
of this report, no transfers, dividends, or distributions have been made by us. We have not adopted or maintained any other cash management
policies and procedures and need to comply with applicable law or regulations with respect to transfer of funds, dividends and distributions,
if any. Given that we are not a China-based issuer or expect to be a China-based issuer upon the consummation of our initial business
combination, we are not subject to or will become subject to the foreign exchange control rules of the PRC.

 Certain Potential Restrictions or Negative
Impacts

 We believe that none of our
officers, directors, sponsor and members of our sponsor have significant ties to China except that some of our management members and
sponsor members lived in China or Hong Kong more than ten or twenty years ago before they came to the United Stated for advanced
education and commenced their professional careers in the United States and certain members of our sponsor including Ms. Sau Fong Yeung
(holding approximately 41.3% of equity interest in the sponsor), the manager of the sponsor and Mr. Xianhong Wu (indirectly holding approximately
17.4% of equity interest in the sponsor) are Hong Kong citizens and U.S. permanent residents. As our Certificate of Incorporation prohibits
us from undertaking our initial business combination with any company being based in or having the majority of the company's operations
in China (including Hong Kong and Macau), we do not believe the historical path of some of our management and sponsor members will result
in a material change in our search for a target company and the value of the securities that we are registering for sale. However, we
cannot predict the perception from potential target companies or the market, it is uncertain whether that would make us a less attractive
partner to a non-China or non-Hong Kong-based target company and such perception may potentially limit or negatively impact our search
for an initial business combination. See "Part I – Item 1A. Risk Factors" on page 15 of this Annual Report.

 Controlling or non-controlling
investments in U.S. businesses that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one
of 27 identified industries – including aviation, defense, semiconductors, telecommunications and biotechnology – are subject
to a mandatory filing with the Committee on Foreign Investment in the U.S. ("CFIUS"). In addition, CFIUS is an interagency
committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine
the effect of such transactions on the national security of the United States. Two members of our sponsor are Hong Kong citizen and US
permanent residents, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect
national security could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS was expanded by the
Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA") to include certain non-passive, non-controlling investments
in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing
regulations that are now in force, also subject certain categories of investments to mandatory filings. If our potential initial business
combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination
with such business. In addition, if our potential business combination falls within CFIUS's jurisdiction, we may be required to
make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without
notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay
our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination
or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.
The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent
us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders.
As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely
affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues. Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our
initial business combination our failure to obtain any required approvals within the requisite time period may require us to liquidate.
If we liquidate, our public stockholders may only receive $10.00 per share initially, and our warrants and rights will expire worthless.
This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on
your investment through any price appreciation in the combined company. See "Part I – Item 1A. Risk Factors" on page
15 of this Annual Report.

 Proposed Business Combination with Thunder
Power

 As previously disclosed in the Company's Current Report on Form 8-K filed
on October 27, 2023, on October 26, 2023, the Company entered into an Agreement and Plan of Merger (as the same may be amended,
restated or supplemented, the "Merger Agreement") with Thunder Power Holdings Limited, a British Virgin Islands company ("Thunder
Power" or "TPH") and Feutune Light Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company
("Merger Sub"). Pursuant to the Merger Agreement, Thunder Power will be merged with and into Merger Sub (the "Merger",
together will all transaction contemplated in the Merger Agreement, the "Thunder Power Business Combination"), with the Merger
Sub surviving the Merger as a direct wholly owned subsidiary of the Company after the Merger (the Company surviving the Merger shall be
referred as "Surviving Co").

 At the effective time of the
Merger (the "Effective Time"), by virtue of the Merger and without any action on the part of the Company, Merger Sub, Thunder
Power or the shareholders of Thunder Power immediately prior to the Effective Time (collectively, the "Thunder Power Shareholders"),
each Thunder Power Shareholder's ordinary shares of Thunder Power ("Thunder Power Ordinary Shares") issued and outstanding
immediately prior to the Effective Time (excluding dissenting shares and shares held by Thunder Power or any of its direct or indirect
subsidiaries as of immediately prior to the Effective Time) will be cancelled and automatically converted into (i) the right to receive,
without interest, the applicable portion of the Closing Merger Consideration Shares (as defined in the Merger Agreement) as set forth
in the Closing Consideration Spreadsheet (as defined in the Merger Agreement) and (ii) the contingent right to receive the applicable
portion of the Earnout Shares (as defined in the Merger Agreement), if, as and when payable in accordance with the earnout provisions
described below. For avoidance of any doubt, each Thunder Power Shareholder will cease to have any rights with respect to such Thunder
Power Shareholder's Thunder Power Ordinary Shares, except the right to receive the Closing Per Share Merger Consideration and the
Earnout Shares. "Closing Merger Consideration Shares" means 40,000,000 shares of common stock of the Surviving Co, which
are equal or equivalent in value to the sum of $400,000,000 divided by $10.00 per share. "Earnout Shares" means 20,000,000 shares
of common stock of Surviving Co, which are equal or equivalent in value to the sum of $200,000,000 divided by $10.00 per share, subject
to the vesting schedule set forth in the Merger Agreement.

 The Thunder Power Business Combination will be submitted to stockholders
for approval at a special meeting. The Company has filed with the SEC a registration statement on Form S-4 (File No. 333-275933) relating
to the proposed Thunder Power Business Combination, the Merger Agreement and other relevant matters (as amended from time to time, the
"Form S-4").

 Thunder Power

 Thunder Power is a technology
innovator and a manufacturer of premium electric vehicles ("EVs"). Thunder Power has developed several proprietary technologies
which are the building blocks of the Thunder Power family of EVs. Thunder Power is a company that was incorporated under the laws and
regulations of the British Virgin Islands with limited liability on September 30, 2015. Thunder Power is a parent holding company
with no operations.

 Extension of the Period of Time to Consummate
Initial Business Combination

 On March 21, 2023, an
aggregate of $977,500 was deposited by the Sponsor into the Trust Account for the public stockholders, representing $0.10 per
public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months
from March 21, 2023 to June 21, 2023.

 On June 16, 2023, the Company held a special meeting of the stockholders
(the "2023 Special Meeting"), where the stockholders of the Company approved the amendment of the Amended and Restated Certificate
of Incorporation to allow the Company until June 21, 2023 to consummate an initial business combination and to elect to extend the
period to consummate an initial business combination up to nine times, each by an additional one-month period (each, a "Monthly
Extension"), for a total of up to nine months to March 21, 2024, by depositing to the Trust Account, the lesser of (i) $100,000 for
all public shares and (ii) $0.04 for each public share for each one-month extension (each, a "Monthly Extension Payment").
On June 20, 2023, the Current Charter was filed with the State of Delaware, effective on the same date. In connection with the votes
to approve the amendment, 4,791,507 shares of the Company's Class A common stock were tendered for redemption.

 As of the date hereof, nine Monthly Extension Payments, each in the
amount of $100,000, were deposited into the Trust Account, among which, five Monthly Extension Payments were made by Thunder Power pursuant
to the Merger Agreement, three were made by the Sponsor and one was made by the management from the working capital of the Company. As
a result, the Company currently has sought nine Monthly Extensions to have until March 21, 2024 to complete an initial business combination.

 On March 1, 2024, the Company filed a notice of special meeting of
stockholders, according to which a special meeting of stockholders is to be held virtually on March 18, 2024 at 11:30 a.m., Eastern Time,
where the Company's stockholders will vote to approve the amendment of the Current Charter to allow the Company until March 21,
2024 to consummate an initial business combination and to elect to extend the period to consummate an initial business combination up
to nine times, each by an additional one-month period, for a total of up to nine months to December 21, 2024.

 Effecting the Initial Business Combination

 Our business strategy is to
identify and acquire potential targets in which we believe can materially grow revenue and earnings through the efforts of a combined
management team followed by the completion of an initial business combination, but we will not undertake our initial business combination
with an entity being based in or having the majority of the company's operations in China (including Hong Kong and Macau).

 Initial Business Combination

 Our initial business combination
must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in
the Trust Account (excluding deferred underwriting commissions payable to our underwriters and taxes payable) at the time of our signing
a definitive agreement in connection with the initial business combination, but we will not undertake our initial business combination
with an entity being based in or having the majority of the company's operations in China (including Hong Kong and Macau). If our
board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from
an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ("FINRA"), or an independent
valuation or accounting firm with respect to the satisfaction of such criteria. Our stockholders may not be provided with a copy of such
opinion, nor will they be able to rely on such opinion.

 The Trust Funds released to
us from the Trust Account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target
business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt
securities, 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 redemption of our Public Shares, we may use the balance of the cash released to us from the Trust Account
following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses,
the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase
of other companies or for working capital.

 In addition, we may be required
to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for
general corporate purposes as described above. 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. Subject to compliance
with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination.
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 is required to provide any financing to us in connection with or after
our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working
capital needs and transaction costs in connection with our search for and completion of our initial business combination. The Current Charter 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 March 21, 2024 (the "Combination Period") if we extend the period of time to consummate an initial business combination)
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 existence of financial and personal interests of one or more of
our directors results in conflicts of interest on the part of such director(s) between what he, she or they may believe is in the
best interests of us and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining
to recommend that stockholders vote for the proposals. In addition, our officers have interests in the business combination that may conflict
with your interests as a stockholder. For more information on the foregoing conflicts of interest and the relevant pre-existing fiduciary
duties or contractual obligations of our management team, see the section titled " Directors, Executive Officers and Corporate
Governance — Conflicts of Interest."

 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 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 $95,795,000, excluding $3,421,250 for the deferred underwriting compensation,
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.

 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 the 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 stockholder 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 a 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 or 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 our initial business combination and thereby increase the likelihood of obtaining stockholder
approval of our 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 or advisors and/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 our 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 and/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 of 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 and/or their affiliates will not
make purchases of Common Stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

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

 We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of 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 is initially anticipated to be approximately $10.15 per public share. The per-share amount we
will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting compensation. Our founders
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any
Founder Shares and any Private 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 Period.

 We
will complete our business combination only
if a majority of the outstanding shares of Common Stock voted are voted in favor of the business combination. A quorum for the special
meeting for such a vote 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, Private Shares and any Public Shares purchased
during or after the IPO in favor of our 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 business combination once a quorum is obtained. Our founders
collectively own 3,002,625 shares of Common Stock (including 2,443,750 Founder Shares, 498,875 Private Shares and 60,000 Representative
Shares). 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, Private Shares and Representative Shares vote in favor of
the initial business combination, we do not need any additional shares of Common Stock 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 business combination.

 These quorums and voting thresholds,
and the voting agreements of our founders, may make it more likely that we will consummate our 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 business combination, and irrespective of whether they were a public stockholder on the record date
for the general meeting held to approve the business combination.

 The Current 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 either immediately
prior to or upon consummation of our initial business combination and after payment of underwriters' fees and commissions (so that
we are not subject to the SEC's "penny stock" rules) or any greater net tangible asset or cash requirement which may
be contained in the agreement relating to our initial business combination. 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 business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Common Stock
that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business
combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and
all shares of Common Stock submitted for redemption will be returned to the holders thereof.

 Limitation on Redemption upon Completion of Initial
Business Combination

 Notwithstanding the foregoing,
if we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, our 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 20% of the shares sold in the IPO, which we refer to as the "Excess Shares." We believe this restriction will
discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise
their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a
significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding
more than an aggregate of 20% 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 20% of the shares sold in the IPO, we believe we will limit the ability of a small
group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with
a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However, our amended and restated certificate of incorporation does not restrict our stockholders' ability to vote all of their
shares (including Excess Shares) for or against, or to abstain from voting on, our business combination.

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

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

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

 The foregoing is different
from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their 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 an initial business combination and check a box on the proxy card indicating such holder was seeking
to exercise his or her redemption rights. After an 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
initial business combination.

 If our 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 business
combination is not completed, we may continue to try to complete an initial business combination with a different target with the Combination
Period.

 Redemption of Public Shares and Liquidation if no Initial
Business Combination

 The Current Charter allows the
Company until June 21, 2023 to consummate an initial business combination and to elect to extend the period to consummate an initial business
combination up to nine times, each by an additional one-month period, for a total of up to nine months to March 21, 2024. If we are unable
to complete our initial business combination with the Combination Period, we will: (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on
the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $50,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders'
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire
worthless if we fail to complete our business combination with the Combination Period.

 Our founders have waived their
rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares held by them if we fail
to complete our initial business combination within with the Combination Period. 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 with the Combination Period.

 Our founders have agreed,
pursuant to a letter agreement with us (filed as an exhibit hereto), that they will not propose any amendment to our amended and restated
certificate of incorporation (i) that would modify the substance or timing of our obligation to allow redemption in connection with
our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination with the
Combination Period, 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 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 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters'
fees and commissions (so that we are not subject to the SEC's "penny stock" rules). 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 $500,000 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 Shares, other than the Trust Funds, 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
$10.15. The Trust Funds 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 $10.15. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid
in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or
provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any,
we cannot assure you that we will have funds sufficient to pay or provide for all creditors' claims.

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

 In addition, there is no guarantee
that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the Trust Account for any reason. Our Sponsor has agreed that it will be liable
to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business
with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15
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 $10.15 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 Trust
Funds are reduced below (i) $10.15 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 $10.15 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 $700,000 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 business combination with the Combination Period may be considered a liquidating distribution under Delaware law.
If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable
provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation,
a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating
distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser
of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would be barred after the third anniversary of the dissolution.

 Furthermore, if the pro rata portion
of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we do not complete our
business combination within the Combination Period if we extend the period of time to consummate an initial business combination), is
not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant
to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption
distribution, instead of three years, as in the case of a liquidating distribution. If we are unable to complete our business combination
with the Combination Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously
released to us to pay our taxes or for working capital purposes (less up to $50,000 of interest to pay dissolution expenses), divided
by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve
and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. Accordingly, it is our intention to redeem our Public Shares as soon as reasonably possible following our 18th month 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) $10.15 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 Trust Funds 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 $10.15 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
an initial business combination with the Combination Period, subject to applicable law, (ii) (a) in connection with a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we have not consummated
an initial business combination with the Combination Period, 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 S-1.
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 business combination, a stockholder's voting in connection with the business combination alone will
not result in a stockholder's redeeming its shares to us for an applicable pro rata share of the Trust Account. Such stockholder
must have also exercised its redemption rights as described above.

 Competition

 In identifying, evaluating
and selecting a target business for our 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 48 Bridge Street Building A, Metuchen, New Jersey 08840.

 Employees

 We currently have three executive
officers including Mr. Xuedong (Tony) Tian, Chief Executive Officer, Dr. Lei Xu, Chairwoman and President, and Ms. Yuanmei Ma, Chief Financial
Officer. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of
their time as they deem necessary to our affairs until we have completed our business combination. The amount of time they will devote
in any time period will vary based on the stage of the business combination process we are in. We do not intend to have any full-time
employees prior to the completion of our business combination.

 Periodic Reporting and Financial Information

 We have registered our Units,
Class A Common Stock, Warrants and Rights 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 business combination.

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

 We
will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2024 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 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, the quarterly report on Form 10-Q filed with the SEC on August 21,
2023, and the Form S-4. 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 the
Prospectus or the Form S-4, 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 48 Bridge Street,
Building A, Metuchen, New Jersey 08840. 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 Capital Market, or Nasdaq, under the symbol "FLFVU" on June 16, 2022. The Class A Common Stock, Warrants and Rights
comprising the Units began separate trading on Nasdaq on August 8, 2022, under the symbols "FLFV", "FLFVW" and
"FLFVR", respectively.

 Holders
of Record

 At March 4, 2024, there were
2 holders of record of our Class A Common Stock, 8 holders of record of our Class B Common Stock, 1 holder of record of our public units,
2 holders of record of our private units, 1 holder of record of our separately traded Warrants, and 1 holder of record of our separately
traded Rights. 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

 Simultaneously with the closing
of the IPO, we completed the Private Placement of 498,875 Private Units, including 478,875 Private Units to the Company's Sponsor,
and 20,000 units to US Tiger, the representative of the underwriters of the IPO, at a purchase price of $10.00 per Private Unit, generating
gross proceeds of $4,988,750 (including $4,788,750 from Sponsor and $200,000 from US Tiger). The Private Units are identical to the units
as part of the Units in the IPO, except that the Private Units are not transferable, assignable or salable (except to our officers and
directors and other persons or entities affiliated with or related to our founders, each of whom will be subject to the same transfer
restrictions) until 30 days after the completion of our initial business combination.

 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 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination (the "initial business combination") with one or more businesses.
We intend to complete our initial business combination using cash from the IPO, our capital stock, debt or a combination of cash, stock
and debt.

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

 On June 21, 2022, we consummated
our initial public offering (the "IPO") of 9,775,000 units (the "Units"), which included 1,275,000 units issued
upon the full exercise of the over-allotment option of the underwriters of the IPO. Each Unit consists of one share of our Class A common
stock (the "Class A Common Stock"), $0.0001 par value per share (the "Public Shares"), one redeemable warrant
(the "Warrants"), each Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price
of $11.50 per share, and one right (the "Rights"), each one Right entitling the holder thereof to exchange for one-tenth (1/10)
of one Class A Common Stock upon the completion of the Company's initial business combination, generating gross proceeds of $97,750,000.
Simultaneously with the closing of the IPO, we completed the private sale (the "Private Placement") of 498,875 units (the
"Private Units", consisting of one Class A Common Stock, or the "Private Share", one warrant, or the "Private
Warrant", and one right, or the "Private Right"), including 478,875 units to the Company's sponsor, Feutune Light
Sponsor LLC (the "Sponsor"), and 20,000 units to US Tiger Securities, Inc. ("US Tiger", together with our Sponsor,
directors and officers, the "founders"), the representative of the underwriters of the IPO, at a purchase price of $10.00
per Private Unit, generating gross proceeds of $4,988,750 (including $4,788,750 from Sponsor and $200,000 from US Tiger) (the "Private
Placement Proceeds"). The Private Units are identical to the units as part of the Units in the IPO, except that the Private Units
are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with or related
to our founders, each of whom will be subject to the same transfer restrictions) until 30 days after the completion of our initial business
combination. The proceeds of $99,216,250 ($10.15 per Unit) in the aggregate from the IPO and a portion from the Private Placement (the
"Trust Funds"), were placed in a trust account (the "Trust Account") established for the benefit of the Company's
public stockholders and the underwriters of the IPO with Wilmington Trust, National Association acting as trustee.

 The Trust Funds include $3,421,250
payable to the underwriters (the "deferred underwriting compensation") pursuant to the underwriting agreement dated June 15,
2022, entered among us, US Tiger and EF Hutton, division of Benchmark Investments, LLC, the representatives (the "Representatives")
of the underwriters of the IPO.

 Our management has broad discretion
with respect to the specific application of the proceeds of 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.

 Extension of the Period of Time to Consummate
Initial Business Combination

 On March 21, 2023, an aggregate
of $977,500 (the "Extension Payment") was deposited by the Sponsor into the Trust Account for the public stockholders, representing
$0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by
three months from March 21, 2023 to June 21, 2023 (the "Extension").

 Among
$977,500 Extension Payment, (i) $600,000 were deposited by the Company's sponsor, Feutune Light Sponsor LLC (the "Sponsor"),
and (ii) $377,500 by the Company from the working capital account of the Company in lieu of the Sponsor, pursuant to a non-interest, short-term
loan provided by the Company to the Sponsor (the "Short-Term Loan Note") to the Company, which provides for repayment of the
Short-Term Loan on or before March 31, 2023.

 From
June to September 2023, four $100,000 Monthly Extension Payments were deposited into the Trust Account for the public stockholders, which
enabled the Company to extend the period of time it has to consummate its initial business combination by four months from June 21, 2023
to October 21, 2023. Among the four $100,000 Monthly Extension Payments, the $100,000 deposited on July 20, 2023 (the "July Monthly
Extension Payment") was deposited by the Company from its working capital account in lieu of a deposit by the Sponsor. Such advancement
was repaid by the Sponsor to the Company in September 2023. From October to February 2024, five Monthly Extension Payments were
 deposited into the Trust Account by TPH (as defined below) which
enabled the Company to extend the date by which it has to consummate its initial business combination by one month from October 21, 2023
to March 21, 2024.

 In
connection with the Extension Payment, the Company issued four unsecured promissory notes of $100,000 to the Sponsor to evidence the payments
made by the Sponsor for the Monthly Extension Payment. In connection with the October to December Monthly Extension Payments, and pursuant
to the Merger Agreement (as defined below), the Company issued three unsecured promissory notes of $100,000 each to TPH to evidence the
payment made for the October to December Monthly Extension Payments.

 The notes bear no interest
and are in full upon the earlier to occur of (i) the consummation of the Company's business combination or (ii) the date of expiry
of the term of the Company (the "Maturity Date"). The following shall constitute an event of default: (i) a failure to pay
the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii)
the breach of the Company's obligations thereunder; (iv) any cross defaults; (v) any enforcement proceedings against the Company;
and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the notes may
be accelerated.

 The
payee of the notes, the Sponsor, has the right, but not the obligation, to convert the notes, in whole or in part, respectively, into
Private Units of the Company, that are identical to Public Units of the Company, subject to certain exceptions, as described in the Prospectus,
by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the business
combination. The number of Private Units 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) $10.00.

 Business Combination Agreement with Thunder
Power Holdings Limited

 On
October 26, 2023, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Thunder Power Holdings
Limited, a British Virgin Islands company ("TPH" or "Thunder Power"), and Feutune Light Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of the Company ("Merger Sub").

 TPH
is a technology innovator and manufacturer of premium electric vehicles ("EVs"). TPH is dedicated to creating electric vehicles
that deliver a premium driving experience combined with a high degree of personalization and has developed and is planning to manufacture
a family of EVs suited to various stages of life and driving environments.

 Pursuant
to the Merger Agreement, TPH will be merged with and into Merger Sub (the "Merger"), with the Merger Sub surviving the Merger
as a direct wholly owned subsidiary of the Company.

 At
the effective time of the Merger (the "Effective Time"), by virtue of the Merger and without any action on the part of the
Company, Merger Sub, TPH or the shareholders of TPH immediately prior to the Effective Time (collectively, the "TPH Shareholders"),
each TPH Shareholder's ordinary shares of TPH ("TPH Ordinary Shares") issued and outstanding immediately prior to the
Effective Time (excluding dissenting shares and shares held by TPH or any of its direct or indirect subsidiaries as of immediately prior
to the Effective Time) will be canceled and automatically converted into (i) the right to receive, without interest, the applicable portion
of the Closing Merger Consideration Shares (as defined below) as set forth in the Closing Consideration Spreadsheet (as defined in the
Merger Agreement) and (ii) the contingent right to receive the applicable portion of the Earnout Shares (as defined in the Merger Agreement),
if, as and when payable in accordance with the earnout provisions described in the Merger Agreement. For avoidance of any doubt, each
TPH Shareholder will cease to have any rights with respect to such TPH Shareholder's TPH Ordinary Shares, except the right to receive
the Closing Per Share Merger Consideration and the Earnout Shares. "Closing Merger Consideration Shares" means 40,000,000
shares of common stock of the Company upon and following the Merger (the "PubCo"), which are equal or equivalent in value
to the sum of $400,000,000 divided by $10.00 per share.

 Pursuant
to the Merger Agreement, at the Effective Time, an aggregate of 20,000,000 shares of common stock of PubCo issued to the TPH Shareholders
(the "Earnout Shares") will be deposited with an escrow agent in a segregated escrow account (the "Earnout Escrow Account")
pursuant to an escrow agreement effective as of the Effective Time and will be released from the Earnout Escrow Account and delivered
to the TPH Shareholders after the closing of the Merger as follows:

 (a)
 an
aggregate of 5,000,000 Earnout Shares will be vested, if and only if, on the occurrence that the amount of sales/revenues of PubCo for
any of the fiscal years (such fiscal year is referred as "Tranche 1 Fiscal Year") ending from December 31, 2023 to December
31, 2025 is no less than $42,200,000 as evidenced by the audited financial statements of PubCo prepared in accordance with U.S. GAAP
for the Tranche 1 Fiscal Year that is contained in an annual report on Form 10-K filed by PubCo with the SEC.

 (b)
 an
aggregate of 15,000,000 Earnout Shares will be vested, if and only if, on the occurrence that the amount of sales/revenues of PubCo for
any of the fiscal years (such fiscal year is referred as "Tranche 2 Fiscal Year") ending from December 31, 2023 to December
31, 2026 is no less than $415,000,000 as evidenced by the audited financial statements of PubCo prepared in accordance with U.S. GAAP
for the Tranche 2 Fiscal Year that is contained in an annual report on Form 10-K filed by PubCo with the SEC.

 Results of Operations

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

 For the year ended December
31, 2023 and period from January 19, 2022 (inception) through December 31, 2022, we had a net income of $1,336,935 and $404,616, respectively,
from interest income less formation and operating costs and tax expenses.

 Liquidity and Capital Resources and Going Concern

 The Company's liquidity
needs up to December 31, 2023 had been satisfied through initial payment from the Sponsor of $25,000 for the insider shares and proceeds
from the Private Placement.

 On June 21, 2022, we consummated
the IPO of 9,775,000 Public Units at a price of $10.00 per unit (including 1,275,000 units issued upon the full exercise of the over-allotment
option), generating gross proceeds of $97,750,000. Simultaneously with the closing of the IPO and full exercise of the over-allotment
option by the underwriters, we consummated the sale of 498,875 units as Private Placement Units to the Sponsor (for 478,875 units) and
US Tiger (for 20,000 units), one of the representative of the underwriters, with each unit consisting of one share of Class A common stock,
one warrant and one right, at a price of $10.00 per unit, generating gross proceeds of $4,988,750. Following the closings of the IPO and
the sales of the Private Placement Units on June 21, 2022, a total of $99,216,250 (or $10.15 per share) was placed in the Trust Account.

 As of December 31, 2023, the
Company had cash of $18,330 and a working capital deficit of $2,268,086.

 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 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 a 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 a business combination.

 In order to fund working capital
deficiencies or finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor or certain
of our officers and directors may, but are not obligated to, loan us funds as may be required. If the Company completes the initial business
combination, it will 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 units, at a price of $10.00 per unit at the option of the lender.

 If our estimate of the costs
of identifying a target business, undertaking in-depth due diligence and negotiating a business combination is 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 business combination or because we become obligated to redeem
a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities
or incur debt in connection with such business combination, all of which raise substantial doubt about our ability to continue as a going
concern.

 In addition, the Current Charter
allows the Company until June 21, 2023 to consummate an initial business combination and to elect to extend the period to consummate an
initial business combination up to nine times, each by an additional one-month period, for a total of up to nine months to March 21, 2024.
If we are unable to complete our initial business combination by March 21, 2024 upon maximum extension, we may seek approval from our
stockholders holding no less than 65% or more of the votes to approve to extend the completion period 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 there is substantial doubt about the Company's ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Off-Balance Sheet Financing Arraignments

 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.

 We are obligated to pay the
Representatives the deferred underwriting compensation equal to 3.5% of the IPO Proceeds which amounted to $3,421,250. The deferred underwriting
compensation will become payable to the Representatives from the amounts held in the Trust Account solely in the event that we complete
the business combination.

 The
holders of the Founder Shares, the Private Placement Units, and any units 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

 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 our own Class A Common Stock and whether the warrant
holders could potentially require "net cash settlement" in a circumstance outside of our 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

 We account for our Class A Common Stock subject to possible redemption
in accordance with the guidance in ASC Topic 480, "Distinguishing Liabilities from Equity." Class A Common Stock subject to
mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class
A Common Stock (including Class A 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 our control) are classified as temporary equity. At all other
times, Class A Common Stock are classified as stockholders' equity. Our Public Shares feature certain redemption rights that are
considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023, shares
of Class A Common Stock subject to possible redemption are presented at redemption value of $10.84 per share as temporary equity, outside
of the stockholders' equity section of our balance sheet. We recognize changes in redemption value immediately as they occur and
adjusts the carrying value of redeemable Class A Common Stock to equal the redemption value at the end of each reporting period. Increases
or decreases in the carrying amount of shares of redeemable Class A Common Stock are affected by charges against additional paid in capital
or accumulated deficit if additional paid in capital equals to zero.

 Fair Value of Financial Instruments

 The fair value of our assets
and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

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

 Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active market.

 Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

 Recent Accounting Pronouncements

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

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Our financial statements and
the notes thereto begin on page F-1 of this Annual Report.

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

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 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 and chief financial officer (our "Certifying Officers"),
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 Officers 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
U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

 (1)

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

 (2)

 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with 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 include 1) inadequate segregation of
duties within account processes due to limited personnel and 2) insufficient written policies and procedures for accounting, IT and financial
reporting and record keeping. 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 annual report.

 Name

 Age

 Position

 Xuedong (Tony) Tian

 Chief Executive Officer, Director

 Lei Xu

 Chairwoman and President

 Chief Financial Officer

 Kevin Vassily

 David Ping Li

 Wenbing Chris Wang

 Mr. Xuedong (Tony) Tian, Chief
Executive Officer, Mr. Tian has been our Chief Executive Officer since March 2022 and has been our director since June 2022. Furthermore,
Mr. Tian has served as Managing Director and Head of Capital Markets at US Tiger Securities, Inc. since October 2020. From May 2012 to
October 2020, Mr. Tian was the Founder and President of Weitian Group LLC, a corporate advisory and investor relations consultancy. Prior
to that, Mr. Tian was a sell-side equity analyst at various investment banks, including as Managing Director covering China at Merriman
Capital, Inc. from June 2013 to January 2016; Executive Director and Lead Analyst covering China Industrials and IT Outsourcing at Oppenheimer
& Co. Inc. from May 2011 to May 2012; Vice President and Lead China Analyst at Ladenburg Thalmann & Co. Inc. from May 2010 to
April 2011; Senior Associate covering Networking, Hardware & IT Supply Chain at Ticonderoga Securities LLC from October 2009 to May
2010; and Associate covering Semiconductor & Semiconductor Capital Equipment at Pacific Crest Securities LLC (now part of KeyBanc)
from April 2008 to September 2009. Prior to his Wall Street career, Mr. Tian also worked for Virgin Mobile USA as a Finance Manager –
Customer Analytics from June 2006 to March 2008 and for AT&T as a Finance Manager from January 2001 to March 2006. Mr. Tian holds
an MBA degree from New York University, a M.A. degree in Economics from the University of Connecticut and a M.S. and B.S. degrees in Land
Resources and Management from China Agricultural University. Mr. Tian is a CFA charter holder and currently holds Series 7, 24, 63, and
79 licenses. Mr. Tian has also been the Chief Financial Officer and Director of Inkstone Feibo Acquisition Corporation, a special purpose
acquisition company to be listed on Nasdaq, since April 2022, and the Chief Financial Officer and Director of Aimfinity Investment Corp.
I, a special purpose acquisition company listed on Nasdaq, since March 2023.

 Dr. Lei Xu,
Chairwoman and President. Dr. Xu has been our Director and President shortly since our inception and has been our Chairwoman since
June 2022. Between February 2021 and December 2022, Dr. Xu served as the President and Chairwoman of Fortune Rise Acquisition Corporation,
a Nasdaq listed special purpose acquisition company. Dr. Xu has served as the Executive President of Boya Foundation, a non-profit
educational charity organization since July 2019. She has served as the Chairwoman of Peking University Alumni Association of Southern
California (PUAASC) since January 2020. From January 2016 to December 2019, she served as the President and Director of
PUAASC. Since December 2018, Dr. Xu has served as a limited partner at Seraph Group, an established global investment firm investing
in early-stage companies in strategic high-growth sectors such as transportation, aerospace, digital media, sensors, social connectivity,
advanced medical devices, health science, data analytics, smart mobility, and ecommerce efficiency. Dr. Xu has been a professor in
the Department of Geography & the Environment at California State University – Fullerton since August 2006. She received
her Ph. D. and M.A. degrees in Geography from McMaster University, and Bachelor's degree from Peking University with a major in Urban
and Environmental Sciences and a minor in Economics.

 Ms. Yuanmei Ma,
Chief Financial Officer. Yuanmei Ma has been our Chief Financial Officer shortly since our inception. Ms. Ma has served as the Chief
Financial Officer of Mayrock Automotive Inc., a zero-emission commercial mobility company in California since September 2020. Between
February 2021 and December 2022, Ms. Ma served as the Chief Financial Officer of Fortune Rise Acquisition Corporation, a Nasdaq listed
special purpose acquisition company. Ms. Ma was the director of investor relation at Highpower International Inc., from August 2016
to November 2019; when it was listed on Nasdaq (Formerly Nasdaq: HPJ). From July 2010 to June 2013, Ms. Ma was the
Chief Financial Officer for Baosheng Steel Inc. She was Chief Financial Officer of Yihe Pharmaceutical Company Ltd. between August 2009
to June 2010; and Chief Financial Officer of Zhongpin Inc., (Formerly Nasdaq: HOGS), from September 2005 to October 2008.
Ms. Ma holds an Executive MBA degree from both INSEAD Business School and Tsinghua University and a Bachelor's degree in Accounting
from Arkansas State University.

 Mr. Kevin Vassily, Independent
Director. Mr. Vassily has extensive working experience as a senior management team member serving private and public companies. Mr. Vassily
is a director nominee of Fortune Joy International Acquisition Corporation and of Inkstone Feibo Acquisition Corporation, two special
purpose acquisition companies ("SPAC") seeking Nasdaq listing, and a member of the board of directors of Denali Capital Acquisition
Corp. since April 2022, and a member of the board of directors of Aimfinity Investment Corp. I since March 2023, two SPACs listed on Nasdaq.
In January 2021, he was appointed Chief Financial Officer, and in March 2021, became a member of the board of directors of iPower Inc.
(Nasdaq: IPW), an online hydroponic equipment retailer and supplier. Prior to joining iPower, from 2019 to January 2021, Mr. Vassily served
as Vice President of Market Development for Facteus, Inc., a financial analytics company focused on the Asset Management industry. From
March 2019 through Janurary 2020, he served as an advisor at Woodseer Global, a financial technology firm providing global dividend forecasts.
From October 2018 through its acquisition in March 2020, Mr. Vassily served as an advisor at Go Capture (which was acquired by Deloitte
China in 2020), where he was responsible for providing strategic, business development, and product development advisory services for
the company's emerging "Data as a Service" platform. Since February 2020, Mr. Vassily has served as a director of Zhongchao
Inc. (Nasdaq: ZCMD), a provider of healthcare information, education and training services to healthcare professionals and the public
in China. Since July 2018, Mr. Vassily has also served as an advisor at Prometheus Fund, a Shanghai-based merchant bank/private equity
firm focused on the "green" economy. From April 2015 through May 2018, Mr. Vassily served as an associate director of research
at Keybanc Capital Markets Inc. From June 2010 to April 2015, he served as the director of research at Pacific Epoch, LLC (a wholly-owned
subsidiary of Pacific Crest Securities LLC). From May 2007 to May 2010, he served as the Asia Technology business development representative
and as a senior analyst at Pacific Crest Securities. From July 2003 to September 2006, he served as senior research analyst in the semiconductor
technology group at Susquehanna International Group, LLP. From September 2001 to June 2003, Mr. Vassily served as the vice president and
senior research analyst for semiconductor capital equipment at Thomas Weisel Partners Group, Inc. Mr. Vassily began his career on Wall
Street in August 1998, as a research associate covering the semiconductor industry at Lehman Brothers. He holds a B.A. in liberal arts
from Denison University and an M.B.A. from the Tuck School of Business at Dartmouth College.

 Mr. David Ping Li, Independent
Director. Mr. Li has more than 25 years of experience in the finance and investment industries. Mr. Li is vice president of Finance at
Anthem & Song Pictures since February 2015 and vice president of International Finance at AGBO Films LLC (part-time from June 2020
to July 2022), both co-founded by the Russo brothers, who directed Avengers: Infinity War, Avengers: End Game, Captain
America: The Winter Soldier and Captain America: Civil War. From January 2012 to December 2014, Mr. Li was managing director of Strategic
Investment, Open Innovation at Koninklijke Phillips N.V. (NYSE: PHG), a global electronics company. From November 2008 to December 2011,
Mr. Li was investment director at Intel Capital, the investment division of Intel Corporation with focus on investments in the technology,
media, and telecom sector. From January 2004 to October 2008, Mr. Li served as managing director at ChinaVest Inc., a venture capital
firm responsible for identifying, evaluating and executing investments to achieve financial returns. From February 2002 to July 2003,
Mr. Li served as Chief Financial Officer of Great Wall Technology Co. Ltd., a publicly traded diversified technology company. Mr. Li was
senior associate in the Investment Banking Division of Donaldson, Lufkin & Jenrette (acquired by Credit Suisse First Boston) from
September 1998 to December 2001. From November 2008 to October 2019, Mr. Li served as independent director and chairman of the audit committee
of Highpower International, Inc., a lithium battery company listed on NASDAQ (stock ticker: HPJ). Mr. Li graduated from Peking University
with a Bachelor of Arts degree in Biochemistry. He received a master's degree in Molecular Biology from Columbia University and
an MBA in finance from the Wharton School of University of Pennsylvania.

 Mr. Wenbing Chris Wang,
Independent Director. Mr. Wang has extensive experience as a senior management team member serving private and public companies. Since
June 2021, Mr. Wang has served as Chief Financial Officer of Phoenix Motor Inc. (Nasdaq: PEV, "PEV"). Mr. Wang was the senior
vice president of finance of SPI Energy Co., Ltd (Nasdaq: SPI) and interim CFO of PEV from November 2020 to June 2021. Prior to joining
SPI, Mr. Wang served as Chief Executive Officer of Redwood Group International, a Hong Kong-based merchant bank focused on Greater- China
growth and venture opportunities, from February 2017 to November 2020, and a partner with SAIF Xinhuihuang Asset Management Co., Ltd.
from December 2018 to March 2020. Prior to that, Mr. Wang served as President of Fushi Copperweld, Inc. (previously NasdaqGS: FSIN) from
2009 to 2016 and its Chief Financial Officer from 2005 to 2010. At Fushi Copperweld, Mr. Wang led the company's public listing on
the Nasdaq and the acquisition of Copperweld Bimetallics in 2007, $290 million in total equity and debt financing from 2005 to 2012, and
its $345 million privatization transaction in 2012. Prior to that, Mr. Wang worked for Cornerstone China Opportunities Fund, Redwood Capital,
Credit Suisse, VCChina from 1999 to 2005 with progressive responsibilities. Mr. Wang obtained a BSc from the University of Science and
Technology Beijing and an MBA degree in Finance and Corporate Accounting from the University of Rochester. Mr. Wang is currently a board
member of IT Tech Packaging, Inc. (NYSE/Amex: ITP) starting from October 2009.

 Our directors and officers
will play a key role in identifying, evaluating, and selecting target businesses, and structuring, negotiating and consummating our initial
acquisition transaction. Except as described below and under " Directors, Executive Officers and Corporate Governance —
 Conflicts of Interest," none of these individuals is currently a principal of or affiliated with a public company or blank
check company that executed a business plan similar to our business plan. We believe that the skills and experience of these individuals,
their collective access to acquisition opportunities and ideas, their contacts, and their transaction expertise should enable them to
identify successfully and effect an acquisition transaction, although we cannot assure you that they will, in fact, be able to do so.

 Director Independence

 NASDAQ listing standards require
that a majority of our board of directors be independent as long as we are not a controlled company. An "independent director"
is defined under the Nasdaq rules generally as a person other than an officer or employee of the company or its subsidiaries or any other
individual having a relationship which in the opinion of the company's board of directors, would interfere with the director's
exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of
Mr. Vassily, Mr. Li and Mr. Wang is an "independent director" as defined in the NASDAQ listing standards and applicable SEC
rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

 Audit Committee

 Since our IPO, we have an
audit committee of the board of directors. Mr. Vassily, Mr. Li and Mr. Wang serve as members of our audit committee. Mr. Li serves as
chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of
the audit committee all of whom must be independent. Mr. Vassily, Mr. Li and Mr. Wang are independent.

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

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

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

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

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

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

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

 obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor's internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

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

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

 Compensation Committee

 Since our IPO, we have a compensation
committee of the board of directors. The members of our Compensation Committee are Mr. Vassily, Mr. Li and Mr. Wang. Mr. Vassily serves
as chairwoman of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of
the compensation committee, including:

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

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

 reviewing
our executive compensation policies and plans;

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

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

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

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

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

 Notwithstanding the foregoing,
as indicated above, other than reimbursement of expenses and the business combination fee that we have agreed to pay to the Representatives,
in connection with our business combination, 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 the 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 business combination. Accordingly,
it is likely that prior to the consummation of the 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 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. Before engaging or receiving advice from a compensation consultant, external legal counsel, or any other adviser,
however, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and
the SEC.

 Director Nominations

 We do not have a standing
nominating committee. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a
director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
As there is no standing nominating committee, we do not have a nominating committee charter in place.

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

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

 Code of Ethics

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

 Clawback Policy

 We adopted a clawback policy
on November 29, 2023 that applies to our executive officers (the "Policy") in order to comply with Nasdaq rules, which were
approved by the SEC in June of 2023. The Policy took effect on November 29, 2023.

 The policy gives the Compensation Committee the discretion to require
executive officers to reimburse us for any Erroneously Awarded Compensation (as defined in the Policy) that was based on financial results
that were subsequently restated as a result of that person's misconduct.

 Conflicts of Interest

 Although we do not believe
any conflict currently exists between us and the founders, 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 of 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 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 business combination. Our amended and restated
certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless
such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity
is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

 Our
officers or directors may become an officer or director of any other special purpose acquisition company with a class of securities registered
under the 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 by March 21, 2023 (or up to March 21,
2024 if we extend the period of time to consummate an initial
business combination).

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

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

 the
corporation could financially undertake the opportunity;

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

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

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

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

 Individual

 Entity

 Entity's Business

 Affiliation

 Xuedong (Tony) Tian

 US Tiger Securities, Inc.

 Broker/Dealer

 Managing Director, Head of Capital Markets

 Inkstone Feibo Acquisition Corporation

 SPAC

 Chief Financial Officer and Director

 Aimfinity Investment Corp. I

 SPAC

 Chief Financial Officer and Director

 Lei Xu

 Boya Foundation

Peking University Alumni Association of Southern California

Seraph Group

California State University, Fullerton

 Non-profit

Non-profit

Investment Firm

Education

 Executive President

Chairwoman

Limited Partner

Professor

 Mayrock Automotive Inc.

 Commercial mobility

company

 Chief Financial Officer

 Kevin Vassily

 iPower Inc.

Zhongchao Inc.

Prometheus Fund

Denali Capital Acquisition Corp.

 Manufacturing

Healthcare

Investment Fund

SPAC

 Chief Financial Officer

Advisor

 Inkstone Feibo Acquisition Corporation

 SPAC

 Director Nominee

 Aimfinity Investment Corp. I

 SPAC

 David Ping Li

 AGBO Films LLC

Anthem & Song LLC

 Entertainment

Entertainment

 Vice President, International Finance

Vice President, International Finance

 Wenbing Chris Wang

 Phoenix Motor Inc.

 Commercial vehicle company

 Chief Financial Officer

 Our stockholders shall be
aware that Mr. Xuedong (Tony) Tian, one of our founders and Chief Executive Officer and Director, is also the Managing Director and Head
of Capital Markets of US Tiger Securities, Inc., a representative of the underwriters in the IPO. In connection with such engagement,
we would pay fees in an amount that constitutes a market rate for comparable transactions. The payment of such fee would likely be conditioned
upon the completion of the initial business combination. US Tiger is an investment banking and advisory firm which provides advice on
mergers and acquisitions, financial restructurings, valuation and capital structure to companies, institutions and governments. US Tiger
is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination.
While US Tiger may become aware of a potential transaction that is an attractive opportunity for us, US Tiger will not have any duty or
other obligation to offer acquisition opportunities to us. In addition, our officers and directors may have a duty to offer acquisition
opportunities to clients of US Tiger or our other affiliates or other entities to which they owe duties. As a result, our affiliates and
their respective clients may compete with us for initial business combination opportunities in the same industries and sectors as we may
target for our initial business combination. If any of them decide to pursue any such opportunity, we may be precluded from procuring
such opportunities.

 Conflicts may arise from US
Tiger's affiliation with us, its provision of services both to us and to third-party clients, as well as from actions undertaken
by US Tiger for its own account. US Tiger is often engaged as a financial advisor, or placement agent, to corporations and other entities
and their directors and managers in connection with the sale of those entities, their assets or their subsidiaries. Clients generally
require US Tiger to act exclusively on their behalf and as a result and/or for other reasons, we may be precluded from attempting to acquire
securities of the business being sold or otherwise participating as a buyer in the transaction. Alternatively, US Tiger may be a financial
advisor to a target business that we pursue an initial business combination with and US Tiger may receive fees from the target business
in connection with an initial business combination. US Tiger also represents potential buyer's businesses and may be incentivized
or obligated to direct an opportunity to one of these buyers in lieu of us, thereby eliminating or reducing the investment opportunity
available to us.

 In the event that we submit
our initial business combination to our stockholders for a vote, our founders, officers and directors have agreed to vote any Founder
Shares and Private Shares held by them and any public shares purchased during or after the offering (excluding public shares purchased
by the anchor investors in the offering, if any) 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.

 Change of Director

 On October 2, 2023, Mr. Michael
Davidov resigned from his position as an independent director, and a member of the Audit Committee and Compensation Committee of the of
Board of Directors of the Company, effective immediately after the appointment of his successor. Mr. Michael Davidov's resignation
is not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

 The same day, the Board of Directors
appointed Mr. Wenbing Chris Wang to serve as an independent director of the Company, effectively immediately.

 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 upon a review
of such forms furnished to us during the most recent fiscal year, or written representations that no Forms 5 were required, we believe
that that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers, directors,
and security holders required to file the same during the fiscal year ended December 31, 2023.

 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.

 Executive
Officers and Director Compensation

 None of our officers or directors
has received any cash compensation for services rendered to us, except that our Sponsor agreed to transfer an aggregated amount of 505,000
Founder Shares to our officers, directors, secretary and their designees prior to the closing of the IPO, among which, (i) 141,000
Founder Shares were transferred to Mr. Xuedong (Tony) Tian, our Chief Executive Officer and Director, (ii) 153,000 Founder Shares
were transferred to Dr. Lei Xu, our Chairwoman and President, (iii) 141,000 Founder Shares were transferred to Ms. Yuanmei
Ma, our Chief Financial Officer, (iv) 10,000 Founder Shares were transferred to Ms. De Mi, our secretary, and (v) each
20,000 Founder Shares were transferred to each of Messrs. Kevin Vassily, David Ping Li, Michael Davidov, our independent directors
(Michael Davidov resigned from his position as an independent director on October 2, 2023). Other than as set forth elsewhere in the Prospectus,
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.

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

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

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

 The following table sets forth
information regarding the beneficial ownership of our Common Stock as of the date of this annual report, by:

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

 each
of our officers and directors; and

 all
of our officers and directors as a group.

 Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially
owned by them. The following table does not reflect record of beneficial ownership of the Warrants or Rights included in the Units sold
in the IPO as Warrants are not exercisable until the later of 30 days after the completion of our initial business combination, or 12
months from the closing of the IPO. As of the date hereof, there are 5,542,368 shares of Class A Common Stock issued and outstanding and
2,443,750 shares of Class B common stock issued and outstanding.

 Name and Address of
 Beneficial Owner (1)

 Amount and
 Nature of
 Beneficial
 Ownership
 of Class A
 Stock

 Approximate
 Percentage of
 outstanding
 Class A
 Stock

 Amount and
 Nature of
 Beneficial
 Ownership
 of Class B
 Stock

 Approximate
 Percentage of
 Outstanding
 Class B
 Stock

 Approximate
 Percentage of
 Outstanding All
 Common Stock
 (as converted) (Total)

 Feutune Light Sponsor LLC (2)(3)

 478,875

 8.64
 %

 2,014,400

 82.43
 %

 31.22
 %

 Sau Fong Yeung (2)

 478,875

 8.64
 %

 2,014,400

 82.43
 %

 31.22
 %

 Sam Yu (3)

 198,158

 3.58
 %

 833,558

 34.11
 %

 12.92
 %

 Verakin JX (U.S.) Inc. (4)

 82,558

 1.49
 %

 347,282

 14.21
 %

 5.38
 %

 Xuedong (Tony) Tian

 —

 —

 117,030

 4.79
 %

 1.47
 %

 Lei Xu

 —

 —

 126,990

 5.20
 %

 1.59
 %

 —

 —

 117,030

 4.79
 %

 1.47
 %

 Kevin Vassily

 —

 —

 20,000

 *

 *

 David Ping Li

 —

 —

 20,000

 *

 *

 De Mi

 —

 —

 8,300

 *

 *

 All executive officers, directors, and secretary as a group (6 individuals)

 —

 —

 409,350

 16.75
 %

 5.13
 %

 *
 Less than 1%.

 (1)
 Unless otherwise noted, the business address of each of the
following entities or individuals is c/o Feutune Light Acquisition Corporation, 48 Bridge Street Building A, Metuchen, New Jersey 08840.

 (2)
 Our Sponsor is the record holder of Founder Shares reported
herein. Ms. Sau Fong Yeung, a U.S. permanent resident, is the sole manager of our Sponsor, and as such may be deemed to have sole
voting and investment discretion with respect to the Founder Shares and Private Shares held by our Sponsor.

 (3)
 Our Sponsor is the record holder of Founder Shares reported
herein. Mr. Sam Yu is a member of our Sponsor with 41.38% of ownership interests, and as such may be deemed to hold 41.38% of the
beneficial ownership of the Founder Shares and Private Shares held by the Sponsor. Mr. Sam Yu is a U.S. citizen.

 (4)
 Our Sponsor is the record holder of Founder Shares reported
herein. Verakin JX (U.S.) Inc., a Delaware corporation, is a member of our Sponsor with 17.24% of ownership interests, and as such may
be deemed to hold 17.24% of the beneficial ownership of the Founder Shares and Private Shares held by the Sponsor.

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

 In addition, in order to finance
transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders may, but are
not obligated to, loan us funds as may be required. If we complete an initial business combination, we 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 Trust Funds would be used for such repayment. Up to $3,000,000 of such loans may be convertible
into Private Shares at $10.00 per share at the option of the lender. The terms of such loans by our officers and directors, if any, have
not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than
our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide a waiver
against any and all rights to seek access to funds in the Trust Account.

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

 Founder Shares and Private Units

 On February 2, 2022, the Sponsor
acquired 2,443,750 Founder Shares of for an aggregate purchase price of $25,000, or approximately $0.01 per share.

 Our Sponsor also agreed to
transfer an aggregated amount of 505,000 Founder Shares to our officers, directors, secretary and their designees prior to the closing
of the IPO, among which, (i) 141,000 Founder Shares were transferred to Mr. Xuedong (Tony) Tian, our Chief Executive Officer
and Director, (ii) 153,000 Founder Shares were transferred to Dr. Lei Xu, our Chairwoman and President, (iii) 141,000 Founder
Shares were transferred to Ms. Yuanmei Ma, our Chief Financial Officer, (iv) 10,000 Founder Shares were transferred to Ms. De
Mi, our secretary, and (v) each 20,000 Founder Shares were transferred to each of Messrs. Kevin Vassily, David Ping Li, Michael
Davidov, our independent directors (Michael Davidov resigned from his position as an independent director on October 2, 2023). The transfer
agreements were executed immediately prior to the closing of the IPO on June 21, 2022.

 The
sale of the Founders Shares to the Company's management and directors is in the scope of FASB ASC Topic 718, "Compensation-Stock
Compensation" ("ASC 718"). Under ASC 718, stock-based compensation associated with equity-classified awards is measured
at fair value upon the grant date. The fair value of the 505,000 shares granted to the Company's management and directors less estimated
forfeitures of 75,650 shares was $107,712 for a total of 429,350 shares or $0.25 per share. The Founders Shares were granted subject
to a performance condition (i.e., the occurrence of a business combination). Compensation expense related to the Founders Shares is recognized
only when the business combination is consummated under ASC 718. As such no stock-based compensation expense has been recognized. Stock-based
compensation would be recognized at the date a business combination is consummated in an amount equal to the number of Founders Shares
with estimated forfeiture times the grant date fair value per share (unless subsequently modified) less the amount initially received
for the purchase of the Founders Shares.

 Simultaneously with the closing
of the IPO, we completed the Private Placement of 498,875 Private Units, including 478,875 Private Units to the Company's Sponsor,
and 20,000 units to US Tiger, the representative of the underwriters of the IPO, at a purchase price of $10.00 per Private Unit, generating
gross proceeds of $4,988,750 (including $4,788,750 from Sponsor and $200,000 from US Tiger). The Private Units are identical to the units
as part of the Units in the IPO, except that the Private Units are not transferable, assignable or salable (except to our officers and
directors and other persons or entities affiliated with or related to our founders, each of whom will be subject to the same transfer
restrictions) until 30 days after the completion of our initial business combination.

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

 As more fully discussed in
the section of this report entitled " Directors, Executive Officers and Corporate Governance — Conflicts of Interest,"
if any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business
of any entity to which he or she has then-current fiduciary or contractual obligations, including our founders, he or she will honor
his or her fiduciary or contractual obligations to present such opportunity to such entity. 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 combination. 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 Note

 On March 21, 2023, the Extension
Payment was deposited by the Sponsor into the Trust Account for the public stockholders, representing $0.10 per public share, which
enables the Company to extend the period of time it has to consummate its initial business combination by three months from March 21,
2023 to June 21, 2023.

 In
connection with the Extension Payment, the Company issued a promissory note to the Sponsor (the "Note"). The Note is non-interest bearing
and payable (subject to the waiver against trust provisions) upon the date on which the Company consummates its initial business combination.
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, into Private Units 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 Units to be received by the holder of the Note 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) $10.00. $600,000 of the Extension Payment was deposited by the Company's Sponsor and $377,500 was deposited by the
Company from its working capital account in lieu of the Sponsor, pursuant to the Short-Term Loan to the Company, which provides
for repayment on or before March 31, 2023. The Short-Term Loan was repaid in full on March 24, 2023.

 Following the Special Meeting,
as of the date hereof, nine Monthly Extension Payments, each in the amount of $100,000, were deposited into the Trust Account, among which,
five Monthly Extension Payments were made by Thunder Power pursuant to the Merger Agreement, three were made by the Sponsor and one was
made by the management from the working capital of the Company. As a result, the Company currently has sought nine Monthly Extensions
to have until March 21, 2024 to complete an initial business combination.

 Working Capital Loans

 In addition, in order to finance
transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders may, but are
not obligated to, loan us funds as may be required. If we complete an initial business combination, we 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 Trust Funds would be used for such repayment. Up to $3,000,000 of such loans may be convertible
into Private Shares at $10.00 per share at the option of the lender. The terms of such loans by our officers and directors, if any, have
not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than
our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide a waiver
against any and all rights to seek access to funds in our Trust Account.

 As of December 31, 2023, the Company had $485,000 of 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 stockholder meeting held to consider our initial business combination, as applicable,
as it will be up to the directors of the post-combination business to determine executive and director compensation.

 We have entered into a registration
rights agreement with respect to the Private Shares sold in the Private Placement, the Private Shares issuable upon conversion of working
capital loans (if any), 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. We have adopted code of ethics.

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

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

 To further minimize conflicts
of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our founders
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 this report and the S-1, 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 Trust Funds prior to the completion of our initial
business combination:

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

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

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

 ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Public Accounting Fees

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

 MaloneBailey,
LLP

 2023

 2022

 Audit Fees

 $
 100,940

 $
 25,750

 Audit-Related Fees

 Tax Fees

 All Other Fees

 Marcum LLP

 2023

 2022

 Audit Fees

 $
 37,000

 $
 12,000

 Audit-Related Fees

 Tax Fees

 All Other Fees

 Friedman LLP

 2023

 2022

 Audit Fees

 $
 -

 $
 54,000

 Audit-Related Fees

 Tax Fees

 All Other Fees

 Audit
fees were for professional services rendered by MaloneBailey, LLP or Marcum LLP for the audit of our annual financial statements, and
services that are normally provided by MaloneBailey, LLP or
Marcum LLP in connection with statutory and regulatory filings or engagements for that fiscal year, including professional services 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

 Because our audit committee
was not formed until June 16, 2022, the audit committee did not pre-approve all of the foregoing services, although any services rendered
prior to the formation of our audit committee were approved by our board of directors. All services subsequent to the formation of the
audit committee have been approved by the audit committee.

 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

 Exhibit No.

 Description

 1.1

 Underwriting Agreement, dated June 15, 2022, among the Registrant, US Tiger and EF Hutton, division of Benchmark Investments, LLC, as representatives of the several underwriters (incorporated by reference to Exhibit 1.1 to the Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

 3.1

 Amended and Restated Certificate of Incorporation, dated June 14, 2022 (incorporated by reference to Exhibit 3.1 to Registrant's Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2023)

 3.2

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated June 19, 2023 and filed on June 20, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 20, 2023)

 3.3

 Bylaws (incorporated by reference to Exhibit 3.3 to Registrant's Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Registrant's Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

 4.2

 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Registrant's Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

 4.3

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Registrant's Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

 4.4

 Specimen Right Certificate (incorporated by reference to Exhibit 4.5 to Registrant's Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

 4.5

 Warrant Agreement, dated June 15, 2022, between the Registrant and Continental Stock Transfer & Trust Company, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

 4.6

 Right Agreement, dated June 15, 2022, between the Registrant and Continental Stock Transfer & Trust Company, LLC, as right agent (incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

 4.7

 Description of Securities of the Registrant (incorporated by reference to Exhibit 4.7 to Registrant's Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2023).

 10.1

 Letter Agreement, dated June 15, 2022, among the Registrant and certain stockholders (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

 10.2

 Investment Management Trust Agreement, dated June 15, 2022, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC, as trustee. (incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

 10.3

 Registration Rights Agreement, dated June 15, 2022, among the Registrant, certain security holders. (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

 10.4

 Private Placement Units Purchase Agreement, dated June 15, 2022, by and between the Registrant and Sponsor (incorporated by reference to Exhibit 10.4 to Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

 10.5

 Private Placement Units Purchase Agreement, dated June 15, 2022, by and between the Registrant and US Tiger (incorporated by reference to Exhibit 10.5 to Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

 10.6

 Form of Indemnity Agreements, dated June 15, 2022, by and between the Registrant and each of its directors and officers (incorporated by reference to Exhibit 10.6 to Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

 10.7

 Securities Transfer Agreement, dated June 15, 2022, among the Registrant and certain directors and officers of the Registrant (incorporated by reference to Exhibit 10.7 to Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

 10.8

 Promissory Note, dated March 20, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on March 22, 2023)

 10.9

 Short-Term Loan Note, dated March 20, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on March 22, 2023)

 10.10

 Promissory Note, dated June 20, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 20, 2023)

 10.11

 Promissory Note, dated August 21, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 21, 2023)

 10.12

 Promissory Note, dated September 21, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Securities & Exchange Commission on September 21, 2023)

 10.13

 Promissory Note, dated October 26, 2023, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated herein by reference to Exhibit 10.4 of the Current Report on Form 8-K filed with the SEC on October 27, 2023)

 10.14

 Agreement and Plan of Merger, dated as of October 26, 2023, by and among Feutune Light Acquisition Corporation, Feutune Light Merger Sub, Inc., and Thunder Power Holdings Limited (attached as Annex A to the proxy statement/prospectus contained in this registration statement) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 27, 2023, File No. 001-41424)

 10.15

 Parent Support Agreement, dated as of October 26, 2023, by and among Feutune Light Acquisition Corporation, Thunder Power Holdings Limited and certain stockholders of Feutune Light Acquisition Corporation signatory thereto (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on October 27, 2023)

 10.16

 Promissory Note, dated November 20, 2023, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 21, 2023)

 10.17

 Promissory Note, dated December 20, 2023, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 21, 2023)

 10.18

 Promissory Note, dated January 19, 2024, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 19, 2024)

 10.19

 Promissory Note, dated February 21, 2024, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 21, 2024)

 14.1

 Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registrant's Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 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 Financial 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 Executive Officer and 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

 Policy Relating to Recovery of Erroneously Awarded Compensation

 99.1

 Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registrant's Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

 99.2

 Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registrant's Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 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 6, 2024

 By:

 /s/ Yuanmei Ma

 Name:

 Title:

 CFO

 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/ Xuedong (Tony) Tian

 Chief Executive Officer (Principal executive officer)

 Xuedong (Tony) Tian

 and Director

 /s/ Lei Xu

 President and Chairwoman

 Lei Xu

 /s/ Yuanmei Ma

 Chief Financial Officer (Principal Financial and

 Accounting Officer)

 /s/ Kevin Vassily

 Independent Director

 Kevin Vassily

 /s/ David Ping Li

 Independent Director

 David Ping Li

 /s/ Wenbing Chris Wang

 Independent Director

 Wenbing Chris Wang

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 206)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Stockholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Feutune Light Acquisition Corporation

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Feutune Light Acquisition Corporation and its subsidiary (collectively, the "Company") as of December 31,
2023 and 2022 and the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for the year
ended December 31, 2023, and for the period from January 19, 2022 (inception) through December 31, 2022, 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 their operations and their cash flows for the
year ended December 31, 2023 and for the period from January 19, 2022 (inception) through December 31 2022, in conformity with accounting
principles generally accepted in the United States of America.

 Going Concern Matter

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company's business plan is dependent on the completion
of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of
liquidating. Liquidity concern and mandatary liquidation 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/ MaloneBailey, LLP

 www.malonebailey.com

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

 Houston, Texas

 F- 2

 CONSOLIDATED BALANCE SHEETS

 2023

 2022

 Assets

 Cash

 $
 18,330

 $
 546,632

 Prepaid expenses

 45,726

 168,491

 Total current assets

 64,056

 715,123

 Cash and Marketable securities held in Trust Account

 54,075,630

 100,525,498

 Total Assets

 $
 54,139,686

 $
 101,240,621

 Liabilities, Temporary Equity, and Stockholders' Deficit

 Current liabilities:

 Accrued expenses

 $
 97,513

 $
 91,776

 Franchise tax payable

 36,381

 56,918

 Income taxes payable

 35,748

 396,253

 Excise tax payable

 502,251

 -

 Loan from related parties

 2,162,500

 -

 Total Current Liabilities

 2,834,393

 544,947

 Deferred underwriters' discount

 3,421,250

 3,421,250

 Total Liabilities

 6,255,643

 3,966,197

 Commitments and Contingencies

 Class A common stock subject to possible redemption, 4,983,493 shares and 9,775,000 shares at conversion value of $ 10.84 and $ 10.24 per share as of December 31, 2023 and December 31, 2022, respectively

 54,003,501

 100,072,326

 Stockholders' Deficit:

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

 -

 -

 Class A common stock, $ 0.0001 par value, 25,000,000 shares authorized, 558,875 issued and outstanding (excluding 4,983,493 and 9,775,000 shares subject to possible redemption as of December 31, 2023 and December 31, 2022, respectively)

 Class B common stock, $ 0.0001 par value, 4,500,000 shares authorized, 2,443,750 shares issued and outstanding

 Additional paid-in capital

 -

 -

 Accumulated deficit

 ( 6,119,758
)

 ( 2,798,202
)

 Total Stockholders' Deficit

 ( 6,119,458
)

 ( 2,797,902
)

 Total Liabilities, Temporary Equity and Stockholders' Deficit

 $
 54,139,686

 $
 101,240,621

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

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 Year Ended

 Period from
 January 19,
 2022

 2023

 2022

 Formation and operating costs

 $
 1,167,531

 $
 451,461

 Franchise tax expenses

 82,046

 56,918

 Loss from Operations

 $
 ( 1,249,577
)

 $
 ( 508,379
)

 Other income

 Interest earned on investment held in Trust Account

 3,664,204

 1,309,248

 Income before income taxes

 2,414,627

 800,869

 Income taxes provision

 1,077,692

 396,253

 Net Income

 $

 $

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

 7,240,883

 5,452,529

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

 $
 0.30

 $
 0.67

 Basic and diluted weighted average shares outstanding, common stock attributable to Feutune Light Acquisition Corporation

 3,002,625

 2,614,542

 Basic and diluted net loss per share, common stock attributable to Feutune Light Acquisition Corporation

 $
 ( 0.28
)

 $
 ( 1.25
)

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

 F- 4

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 Common Stock

 Additional

 Total

 Class A

 Class B

 Paid-in

 Accumulated

 Stockholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance as of December 31, 2022

 558,875

 $

 2,443,750

 $

 $
 -

 $
 ( 2,798,202
)

 $
 ( 2,797,902
)

 Remeasurement of carrying value to redemption value

 -

 -

 -

 -

 -

 ( 2,478,740
)

 ( 2,478,740
)

 Additional amount deposited into trust for extensions

 -

 -

 -

 -

 -

 ( 1,677,500
)

 ( 1,677,500
)

 Excise tax payable attributable to redemption

 -

 -

 -

 -

 -

 ( 502,251
)

 ( 502,251
)

 Net Income

 -

 -

 -

 -

 -

 Balance as of December 31, 2023

 558,875

 $

 2,443,750

 $

 $
 -

 $
 ( 6,119,758
)

 $
 ( 6,119,458
)

 Common Stock

 Additional

 Total

 Class A

 Class B

 Paid-in

 Accumulated

 Stockholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance as of January 19, 2022 (inception)

 -

 $
 -

 -

 $
 -

 $
 -

 $
 -

 $
 -

 Founder shares issued to initial stockholder

 -

 -

 2,443,750

 24,756

 -

 25,000

 Sale of public units through public offering

 9,775,000

 -

 -

 97,749,022

 -

 97,750,000

 Sale of private placement shares

 498,875

 -

 -

 4,988,700

 -

 4,988,750

 Issuance of representative shares

 60,000

 -

 -

 72,169

 -

 72,175

 Offering costs

 -

 -

 -

 -

 ( 5,966,117
)

 -

 ( 5,966,117
)

 Reclassification of common stock subject to redemption

 ( 9,775,000
)

 ( 978
)

 -

 -

 ( 95,422,572
)

 -

 ( 95,423,550
)

 Allocation of offering costs to common stock subject to redemption

 -

 -

 -

 -

 5,824,123

 -

 5,824,123

 Accretion of carrying value to redemption value

 -

 -

 -

 -

 ( 7,270,081
)

 ( 3,202,818
)

 ( 10,472,899
)

 Net income

 -

 -

 -

 -

 -

 Balance as of December 31, 2022

 558,875

 $

 2,443,750

 $

 $
 -

 $
 ( 2,798,202
)

 $
 ( 2,797,902
)

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

 F- 5

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 Period from

 January 19,
 2022

 Year Ended
 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

 ( 3,664,204
)

 ( 1,309,248
)

 Changes in operating assets and liabilities:

 Prepaid expenses

 122,765

 ( 168,491
)

 Accrued expenses

 5,737

 91,776

 Franchise tax payable

 ( 20,537
)

 56,918

 Income taxes payable

 ( 360,505
)

 396,253

 Net Cash Used in Operating Activities

 ( 2,579,809
)

 ( 528,176
)

 Cash Flows from Investing Activities:

 Purchase of investment held in trust account

 ( 1,453
)

 ( 99,216,250
)

 Investment of cash in Trust Account for extension loans

 ( 1,677,500
)

 -

 Cash withdrawn from trust to pay taxes

 1,567,960

 -

 Cash withdrawn from Trust Account in connection with redemption

 50,225,065

 -

 Net Cash Provided by (Used in) Investing Activities

 50,114,072

 ( 99,216,250
)

 Cash Flows from Financing Activities:

 Proceeds from issuance of founder shares

 -

 25,000

 Proceeds from issuance of promissory note to related parties

 -

 280,000

 Proceeds from extension loans

 1,677,500

 -

 Proceeds from working capital loans

 485,000

 -

 Payment of promissory note to related party

 -

 ( 280,000
)

 Proceed from public offering

 -

 97,750,000

 Proceeds from private placement

 -

 4,988,750

 Payment of underwriter discount

 -

 ( 1,955,000
)

 Payment of deferred offering costs

 -

 ( 517,692
)

 Redemption of Class A Common Stock

 ( 50,225,065
)

 -

 Net Cash (Used in) Provided by Financing Activities

 ( 48,062,565
)

 100,291,058

 Net Change in Cash

 ( 528,302
)

 546,632

 Cash at Beginning of Period

 546,632

 -

 Cash at End of Period

 $
 18,330

 $
 546,632

 Supplemental Disclosure of Cash Flow Information:

 Cash paid for income taxes

 $
 1,463,923

 $
 -

 Cash paid for interest

 $
 -

 $
 -

 Non-cash Financing Activities:

 Deferred underwriters' marketing fees

 $
 -

 $
 3,421,250

 Issuance of representative shares

 $
 -

 $
 72,175

 Change in value of common stock subject to redemption

 $
 -

 $
 95,423,550

 Allocation of offering costs to common stock subject to redemption

 $
 -

 $
 5,824,123

 Remeasurement of carrying value to redemption value

 $
 2,478,740

 $
 10,472,899

 Additional amount deposited into trust for extensions

 $
 1,677,500

 $
 -

 Excise tax payable attributable to redemption

 $
 502,251

 $
 -

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

 F- 6

 NOTES

 Note 1 —
Organization and Business Operation

 Feutune
Light Acquisition Corporation (the "Company") is a newly organized blank check company incorporated as a Delaware company
on January 19, 2022. The Company was formed for the purpose of entering into a merger, stock exchange, asset acquisition, share purchase,
recapitalization, reorganization or similar business combination with one or more businesses (the "Business Combination").
The Company has entered into an Agreement and Plan of Merger (the "Merger Agreement") as discussed below. The Company has
selected December 31 as its fiscal year end.

 On
July 3, 2023, the Company incorporated Feutune Light Merger Sub, Inc, ("Merger Sub"), a
Delaware corporation and wholly owned subsidiary of the Company. As of December
31, 2023, there has been no activity in Merger Sub.

 As
of December 31, 2023 and 2022, the Company had not commenced any operations. For the period from January 19, 2022 (inception) through
December 31, 2023, the Company's efforts have been limited to organizational activities, as activities related to the initial public
offering ("IPO") and Business Combination. 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 15, 2022. On June 21, 2022, the Company consummated the IPO
of 9,775,000 units (including 1,275,000 units issued upon the full exercise of the over-allotment option, the "Public Units").
Each Public Unit consists of one share of Class A common stock, $ 0.0001 par value per share (the "Public Shares"), and one
redeemable warrant (the "Warrants") and one right (the "Rights") to receive one-tenth (1/10) of one share of
Class A common stock (the "Class A Common Stock"). Each Warrant entitles the holder thereof to purchase one share of Class
A Common Stock at an exercise price of $ 11.50 per share. The Public Units were sold at an offering price of $ 10.00 per Unit, generating
gross proceeds of $ 97,750,000.

 Substantially
concurrently with the closing of the IPO, the Company completed the sale in a private placement (the "Private Placement")
of 498,875 units (the "Private Placement Units") including 478,875 units to the Company's sponsor, Feutune Light Sponsor
LLC (the "Sponsor") and 20,000 shares to U.S. Tiger Securities, Inc. ("US Tiger") at a purchase price of $ 10.00
per Private Placement Unit, generating gross proceeds to the Company of $ 4,988,750. Each Private Placement Unit consists of one share
of Class A common stock (the "Private Shares"), one Warrant, and one Right.

 The
Company also issued 60,000 representative shares (the "Representative Shares") to US Tiger, a representative of the underwriters
of the IPO, as part of representative compensation. The Representative Shares are identical to the Public Shares included in the IPO
except that the representative has agreed not to transfer, assign or sell any such Representative Shares until the completion of the
Company's initial Business Combination. In addition, US Tiger agreed (i) to waive its redemption rights with respect to the Representative
Shares and Private Shares it owns in connection with the completion of the Company's initial Business Combination and (ii) to waive
its rights to liquidating distributions from the Trust Account (as defined below) with respect to the Representative Shares and Private
Shares if the Company fails to complete its initial Business Combination within the Combination Period (as defined below).

 Transaction
costs amounted to $ 5,966,117, consisting of $ 5,376,250 of underwriting fees, $ 517,692 of other offering cost and of $ 72,175 fair value
of the 60,000 Representative Shares as part of the transaction costs. Following the consummation of the IPO, cash of $ 1,029,523 were
held outside of the Trust Account (as defined below) and is available for working capital purposes.

 F- 7

 NOTES

 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, $ 99,216,250 ($ 10.15 per Public Unit) from the proceed of the IPO and the proceeds from the sale of the Private
Placement Units was held in a U.S.-based trust account (the "Trust Account") with Continental Stock Transfer & Trust
Company acting as trustee. The funds held in the Trust Account 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 Placement Units 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 Public Shares 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) the IPO 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 required time frame, 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. Under the Company's amended and restated
certificate of incorporation, if the Company has not consummated its initial Business Combination by March 21, 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 three (3) times by an
additional three-month period each time for a total of up to an additional nine (9) months, affording the Company up to December
21, 2023 (up to eighteen (18) months from the consummation of the IPO) to complete its initial Business Combination. Anticipating that
it would not be able to consummate such initial Business Combination, the Company sought its first extension on March 21, 2023 (described
below). The Company may extend the period of time to consummate a Business Combination for up to two (2) additional three-month periods
from the current deadline of June 21, 2023, and the 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 Continental Stock Transfer & Trust Company 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 three-month extension $ 977,500 ($ 0.10 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 completes 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
Placement Units upon the closing of the Company's initial Business Combination at $ 10.00 per unit at the option of the lender.

 On
March 21, 2023, an aggregate of $ 977,500 (the "Extension Payment") was deposited by the Sponsor into the Trust Account for
the public stockholders, representing $ 0.10 per public share, which enables the Company to extend the period of time it has to consummate
its initial Business Combination by three months from March 21, 2023 to June 21, 2023 (the "Extension").

 F- 8

 NOTES

 In
connection with the Extension Payment, the Company issued an unsecured promissory note (the "Note") to the Sponsor. The Note
is non-interest bearing and payable (subject to the waiver against trust provisions) upon the date on which the Company consummates its
initial Business Combination. 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, into Private Units of the Company, as described in the
final prospectus dated June 17, 2022 filed by the Company with the SEC (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 Units to be received by the holder of the Note 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) $ 10.00. $ 600,000 of the Extension
Payment was deposited by the Company's Sponsor and $ 377,500 was deposited by the Company from its working capital account in lieu
of the Sponsor, pursuant to a non-interest bearing, short-term loan provided by the Company to the Sponsor (the "Short-Term Loan")
to the Company, which provides for repayment on or before March 31, 2023. The Short-Term Loan was repaid in full on March 24, 2023.

 On June 16, 2023, the Company held a special meeting
of the stockholders (the "Special Meeting"), where the stockholders of the Company approved the amendment of the Company's
Amended and Restated Certificate of Incorporation (the "Charter") to allow the Company until June 21, 2023 to consummate an
initial Business Combination and to elect to extend the period to consummate an initial Business Combination up to nine times, each by
an additional one-month period (each, a "Monthly Extension"), for a total of up to nine months to March 21, 2024, by depositing
to the Company's Trust Account, the lesser of (i) $ 100,000 for all Public Shares and (ii) $ 0.04 for each Public Share for each one-month
extension. On June 20, 2023, a certificate of amendment to the Charter (the "Charter Amendment") was filed with the State
of Delaware, effective on the same date. In connection with the votes to approve the Charter Amendment, 4,791,507 shares of Class A Common
Stock of the Company were rendered for redemption.

 From
June to September 2023, four $ 100,000 Monthly Extension Payment were deposited into the Trust Account for the public stockholders, which
enabled the Company to extend the period of time it has to consummate its initial Business Combination by four months from June 21, 2023
to October 21, 2023. Among the four $ 100,000 Monthly Extension Payments, the $ 100,000 deposited on July 20, 2023 (the "July Monthly
Extension Payment") was deposited by the Company from its working capital account in lieu of a deposit by the Sponsor. Such advancement
was repaid by the Sponsor to the Company in September 2023. From October to December 2023, three Monthly Extension Payments was deposited
into the Trust Account by TPH (as defined below) which enabled the Company to extend the date by which it has to consummate its initial
Business Combination by three months from October 21, 2023 to January 21, 2024.

 In
connection with the four Monthly Extension Payments, the Company issued four unsecured promissory notes of $ 100,000 to the Sponsor to
evidence the payments made by the Sponsor for the Monthly Extension Payment. In connection with the October to December Monthly Extension
Payments, and pursuant to the Merger Agreement (as defined below), the Company issued three unsecured promissory notes of $ 100,000 each
to TPH to evidence the payment made for the October to December Monthly Extension Payments.

 The
notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the Company's Business
Combination or (ii) the date of expiry of the term of the Company (the "Maturity Date"). The following shall constitute an
event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary
or involuntary bankruptcy action, (iii) the breach of the Company's obligations thereunder; (iv) any cross defaults; (v) any enforcement
proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder,
in which case the notes may be accelerated.

 The
payee of the notes, the Sponsor, has the right, but not the obligation, to convert the notes, in whole or in part, respectively, into
Private Units of the Company, that are identical to Public Units of the Company, subject to certain exceptions, as described in the Prospectus,
by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business
Combination. The number of Private Units 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) $ 10.00.

 F- 9

 NOTES

 As
of December 31, 2023, the Company has until January 21, 2024 to consummate its initial Business Combination. However, if the Company
anticipates that it may not be able to consummate its initial Business Combination by January 21, 2024, the Company may, but is not obligated
to, extend the period of time to consummate its initial Business Combination for up to four more times by an additional one-month each
time and may have until March 21, 2024 to consummate its initial Business Combination. See Note 10 Subsequent events for further extensions
in 2024.

 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 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 currently has until December 21, 2024 which is the current maximum extension to complete the initial Business
Combination (the "Combination Period").

 If
the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including
interest earned on the funds held in the Trust Account and not previously released to the Company 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 and Rights, which will expire
worthless if the Company fails to complete the Business Combination within the Combination Period. The Sponsor, directors and officers
(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), Private Shares, and any Public Shares held by them in connection
with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private
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 and Private 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.

 F- 10

 NOTES

 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) $ 10.15 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. 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.

 Merger
Agreement

 On
October 26, 2023, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Thunder Power Holdings
Limited, a British Virgin Islands company ("TPH"), and Feutune Light Merger Sub, Inc., a Delaware corporation and wholly
owned subsidiary of the Company ("Merger Sub").

 TPH
is a technology innovator and manufacturer of premium electric vehicles ("EVs"). TPH is dedicated to creating electric vehicles
that deliver a premium driving experience combined with a high degree of personalization and has developed and is planning to manufacture
a family of EVs suited to various stages of life and driving environments.

 Pursuant
to the Merger Agreement, TPH will be merged with and into Merger Sub (the "Merger"), with the Merger Sub surviving the Merger
as a direct wholly owned subsidiary of the Company.

 Liquidity
and Capital Resources and Going Concern

 As
of December 31, 2023, the Company had cash of $ 18,330 and a working capital deficit of $ 2,268,086.

 The
Company intends 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 its Business Combination. The Company may withdraw interest
from the Trust Account to pay taxes, if any. To the extent that the Company's share capital or debt is used, in whole or in part,
as consideration to complete a 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.

 The
Company intends 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 a Business Combination.

 In
order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company's
Sponsor or an affiliate of the Company 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 convertible into units, at a price of $ 10.00 per unit at the option of the lender.

 F- 11

 NOTES

 If
the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination
are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to
our initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete our Business Combination
or because the Company become obligated to redeem a significant number of our public shares upon completion of our Business Combination,
in which case the Company may issue additional securities or incur debt in connection with such Business Combination, all of which raise
substantial doubt about our ability to continue as a going concern.

 In addition, under the Company's currently effective amended
and restated certificate of incorporation, as of December 31, 2023, the Company has until January 21, 2024, or December 21, 2024 upon
maximum extension, to complete the initial Business Combination. 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. In connection with the Company's assessment of going concern considerations in accordance with
the Accounting Standards Update ("ASU") 2014-15 of the Financial Accounting Standard Board (FASB), "Disclosures of Uncertainties
about an Entity's Ability to Continue as a Going Concern," management has determined that the liquidity concern and mandatary
liquidation mentioned above raised substantial doubt about the Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 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.

 Principles
of consolidation

 The
consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary Merger Sub, over which
the Company exercises control. All transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.

 F- 12

 NOTES

 Emerging
Growth Company Status

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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) 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 consolidated 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 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 consolidated 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 $ 18,330 and $ 546,632 of cash held in bank accounts as of December 31, 2023 and December 31, 2022, respectively.

 Cash and Marketable securities held in Trust Account

 At December
31, 2023 and December 31, 2022, $ 54,075,630 and $ 100,525,498, respectively 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 balance sheet 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 accompanying statement of operations. Interest income for the year ended
December 31, 2023 and the period from January 19, 2022 (inception) through December 31, 2022 amounted to $ 3,664,204 and $ 1,309,248, respectively.

 F- 13

 NOTES

 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.

 F- 14

 NOTES

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 $ 10.84 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.

 As
discussed in Note 1, in connection with the votes to approve the Charter Amendment, 4,791,507 shares of Class A Common Stock of the Company
were rendered for redemption resulting in $ 50,225,065 paid from the Trust Account to redeeming stockholders. As a result of the redemption,
as of December 31, 2023, the Company has 4,983,493 shares of Class A common stock subject to possible redemption at the redemption
amount were presented at redemption value as temporary equity, outside of the stockholders' deficit section of the Company's
balance sheet that are subject to redemption. See Note 4 for further details.

 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 $ 5,966,117 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 Common 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 the 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.

 F- 15

 NOTES

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

 For
 the Year
 Ended
 2023

 Period from
 January 7,
 2022
 2022

 Net income

 $

 $

 Accretion of carrying value to redemption
 value

 ( 4,156,240
)

 ( 10,472,899
)

 Net loss including accretion
 of carrying value to redemption value

 $
 ( 2,819,305
)

 $
 ( 10,068,283
)

 Year Ended

 December 31, 2023

 For the Period From

 January 7, 2022

 (inception) through

 December 31, 2022

 Non-

 Non-

 Redeemable

 Redeemable

 Redeemable

 Redeemable

 Stock

 Stock

 Total

 Stock

 Stock

 Total

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

 Numerators:

 Allocation
 of net loss including carrying value to redemption value

 $
 ( 1,992,897
)

 $
 ( 826,408
)

 $
 ( 2,819,305
)

 $
 ( 6,805,147
)

 $
 ( 3,263,136
)

 $
 ( 10,068,283
)

 Accretion
 of carrying value to redemption value

 4,156,240

 —

 4,156,240

 10,472,899

 —

 10,472,899

 Allocation
 of net income (loss)

 $
 2,163,343

 $
 ( 826,408
)

 $

 $
 3,667,752

 $
 ( 3,263,136
)

 $

 Denominators:

 Weighted-average
 shares outstanding

 7,240,883

 3,002,625

 5,452,529

 2,614,542

 Basic and diluted net income (loss) per share

 $
 0.30

 $
 ( 0.28
)

 $
 0.67

 $
 ( 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, the balance in this account was fully
covered by 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 consolidated 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.

 F- 16

 NOTES

 The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of December 31, 2023. 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.

 The
Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.
The Company is also registered as a foreign corporation with the State of New Jersey Department of the Treasury and is subject to New
Jersey state tax laws.

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

 Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.
Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or
otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection
with the Company's initial Business Combination, extension or otherwise, (ii) the structure of the Company's initial
Business Combination, (iii) the nature and amount of any "PIPE" or other equity issuances in connection with the Company's
initial Business Combination (or otherwise issued not in connection with the Company's initial Business Combination but issued within
the same taxable year of the Company's initial 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 the Company's initial Business Combination and in the Company's ability to complete its initial Business Combination.
As a result of the 4,791,507 shares of Class A common stock redeemed in June 2023, the Company accrued the 1 % excise tax in the amount
of $ 502,251 as a reduction of retained deficit since additional paid in capital was not available.

 Because the Company did not complete a Business Combination by December
31, 2023, any additional redemption or other repurchase that occurs in connection with an initial Business Combination may be subject
to the excise tax. Whether and to what extent the Company would be subject to the excise tax would depend on a number of factors, including
(i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of
the equity issued in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but
issued within the same taxable year of the Business Combination), and (iii) the content of regulations and other guidance from the U.S.
Department of the Treasury.

 Stock-Based
Compensation

 The
sale of the Founders Shares to the Company's management and directors is in the scope of FASB ASC Topic 718, "Compensation-Stock
Compensation" ("ASC 718"). Under ASC 718, stock-based compensation associated with equity-classified awards is measured
at fair value upon the grant date. The fair value of the 505,000 shares granted to the Company's management and directors
less estimated forfeitures of 75,650 shares was $ 107,712 for a total of 429,350 shares or $ 0.25 per share. The
Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense
related to the Founders Shares is recognized only when the Business Combination is consummated under ASC 718. As such no stock-based
compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is consummated
in an amount equal to the number of Founders Shares with estimated forfeiture times the grant date fair value per share (unless subsequently
modified) less the amount initially received for the purchase of the Founders Shares.

 Related
parties

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

 F- 17

 NOTES

 Recent
Accounting Pronouncements

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

 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 $ 54,075,630 and $ 100,525,498, respectively, in
money market funds which are invested in short term U.S. Treasury Securities. Interest income for the year ended December 31, 2023 and
the period from January 19, 2022 (inception) through December 31, 2022 amounted to $ 3,664,204 and $ 1,309,248, respectively.

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

 Description

 Level

 2023

 Assets:

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

 $
 54,075,630

 Description

 Level

 2022

 Assets:

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

 $
 100,525,498

 Note 4 —
Initial Public Offering

 Pursuant
to the IPO, the Company sold 9,775,000 Public Units at $ 10.00 per Public Unit (with the underwriters' over-allotment option exercised
in full) on June 21, 2022, generating gross proceeds of $ 97,750,000. Each Public Unit has an offering price of $ 10.00 and consists of
one share of the Class A Common Stock, one Warrant and one Right. The Warrants will become exercisable on the later of 30 days after
the completion of the Company's initial Business Combination or 12 months from the closing of the IPO, and will expire five years
after the completion of the Company's initial Business Combination or earlier upon redemption or liquidation.

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

 F- 18

 NOTES

 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 is reconciled in the following table.

 As
 of
 2023

 As
 of
 2022

 Gross
 proceeds

 $
 97,750,000

 $
 97,750,000

 Less:

 Proceeds
 allocated to Warrants issued in IPO

 ( 1,055,700
)

 ( 1,055,700
)

 Proceeds
 allocated to Rights issued in IPO

 ( 1,270,750
)

 ( 1,270,750
)

 Offering
 costs of Public Units

 ( 5,824,123
)

 ( 5,824,123
)

 Redemption

 ( 50,225,065
)

 -

 Plus:

 Accretion
 of carrying value to redemption value

 14,629,139

 10,472,899

 stock subject to possible redemption

 $
 54,003,501

 $
 100,072,326

 Note 5 —
Private Placement

 Substantially
concurrently with the closing of the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $ 10.00 per
unit including 478,875 units to the Company's Sponsor, and 20,000 units to US Tiger for aggregate proceeds to the Company of $ 4,988,750.
Each Private Placement Units consists of one share of Class A Common Stock, one Warrant, and one Right. The Sponsor will be permitted
to transfer the Private Placement Units held by them to certain permitted transferees, including the Company's officers and directors
and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject
to the same agreements with respect to such securities as the founders.

 The
Founder Shares and Private Shares are identical to the Public Shares. However, the Company's founders have agreed (A) to vote
their Founder Shares and Private 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, Private Shares
and Public Shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a proposed initial
Business Combination or sell any shares to the Company in any tender offer in connection with the Company's proposed initial Business
Combination, and (D) that the Founder Shares and Private Shares shall not participate in any liquidating distribution upon winding
up if a Business Combination is not consummated.

 The
Private Placement Units sold in the Private Placement including the underlying securities and the Working Capital Units (defined below)
that may be issued upon conversion of working capital loans (including extension notes) may not, subject to certain limited exceptions,
be transferred, assigned or sold by the holder until 30 days following the closing of the Business Combination, subject to certain exceptions.

 F- 19

 NOTES

 Note 6 —
Related Party Transactions

 Founder

 On
February 2, 2022, the Sponsor acquired 2,443,750 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 2022, there were 2,443,750 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 (defined below in Note 7) issued and outstanding upon completion of the IPO.

 The
founders have agreed not to transfer, assign or sell 50 % 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 closing price of the Company's Class A Common
Stock equals or exceeds $ 12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any
20 trading days within any 30-trading day period commencing after the Company's initial Business Combination and the remaining
 50 % of the Founder Shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company's
initial Business Combination, or earlier, in either case, if, subsequent to the Company's initial Business Combination, the Company
consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right
to exchange their shares of Class A Common Stock for cash, securities or other property. Any permitted transferees will be subject to
the same restrictions and other agreements of the Company's initial stockholders with respect to any Founder Shares. The Sponsor
has transferred an aggregate amount of 505,000 Founder Shares to the Company's management and directors.

 Substantially
concurrently with the closing of the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $ 10.00 per
unit including 478,875 shares to the Company's Sponsor, and 20,000 shares to US Tiger for an aggregate proceeds to the Company
of $ 4,988,750.

 The
sale of the Founder Shares to the Company's management and directors is within the scope of FASB ASC Topic 718, "Compensation-Stock
Compensation" ("ASC 718"). Under ASC 718, stock-based compensation associated with equity-classified awards is measured
at fair value upon the grant date. The fair value of the 505,000 Founder Shares granted to the Company's management and
directors less the estimated forfeiture of 75,650 Founder Shares was $ 107,712 for a total of 429,350 Founder
Shares or $ 0.25 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business
Combination). Compensation expense related to the Founder Shares is recognized only when the Business Combination is consummated under
ASC 718. As such no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a
Business Combination is consummated in an amount equal to the number of Founder Shares less the number of Founder Shares forfeited times
the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder
Shares.

 Representative

 The
Company also issued 60,000 Representative Shares to US Tiger as part of representative compensation. The Representative Shares are identical
to the Public Shares except that US Tiger has agreed not to transfer, assign or sell any such Representative Shares until the completion
of the Company's initial Business Combination. In addition, US Tiger has agreed (i) to waive its redemption rights with respect
to such shares in connection with the completion of the Company's initial Business Combination and (ii) to waive its rights to
liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination
within the Combination Period.

 F- 20

 NOTES

 Promissory
Note — Related Parties

 On
February 2, 2022, the Sponsor 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 31, 2023 or (2) the date on which the Company consummates
an initial public offering of its securities. Prior to the IPO, the Company had $ 280,000 outstanding loan balance. The loan was repaid
on June 21, 2022.

 On
March 21, 2023, the Extension Payment was deposited by the Sponsor into the Trust Account for the public stockholders, representing $ 0.10
per public share, which enables the Company to extend the period of time it has to consummate its initial Business Combination by three
months from March 21, 2023 to June 21, 2023.

 In
connection with the Extension Payment, the Company issued the Note to the Sponsor. The Note is non-interest bearing and payable (subject
to the waiver against trust provisions) upon the date on which the Company consummates its initial Business Combination. 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, into Private Units 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 Units to be received by the holder of the Note 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) $ 10.00. $ 600,000 of the Extension
Payment was deposited by the Company's Sponsor and $ 377,500 was deposited by the Company from its working capital account in lieu
of the Sponsor, pursuant to the Short-Term Loan to the Company, which provides for repayment on or before March 31, 2023. The Short-Term
Loan was repaid in full on March 24, 2023.

 Following the Special Meeting, as of December 31, 2023, four Monthly
Extension Payments were deposited into the Trust Account for the public stockholders as of December 31, 2023 by the Sponsor, which
enabled the Company to extend the period of time it has to consummate its initial Business Combination by four months from June 21, 2023
to October 21, 2023. In connection with the four Monthly Extension Payments, the Company issued four notes to the Sponsor.

 From
October to December 2023, three Monthly Extension Payments was deposited into the Trust Account by TPH which enabled the Company to extend
the date by which it has to consummate its initial Business Combination by three months from October 21, 2023 to January 21, 2024. In connection
with the October to December Monthly Extension Payments, the Company issued three unsecured promissory notes of $ 100,000 each to TPH
to evidence the payment made for the October to December Monthly Extension Payments.

 The
notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the Company's Business Combination
or (ii) the date of expiry of the term of the Company (the "Maturity Date"). The following shall constitute an event of default:
(i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary
bankruptcy action, (iii) the breach of the Company's obligations thereunder; (iv) any cross defaults; (v) any enforcement proceedings
against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which
case the notes may be accelerated.

 The
payee of the notes, has the right, but not the obligation, to convert the notes, in whole or in part, respectively, into Private Units
of the Company, that are identical to Public Units of the Company, subject to certain exceptions, as described in the Prospectus, by
providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business
Combination. The number of Private Units 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) $ 10.00.

 As
of December 31, 2023 and December 31, 2022, the Company had total of $ 1,377,500 and nil, respectively, of promissory notes for extension
from the Sponsor. As of December 31, 2023 and December 31, 2022, the Company had total of $ 300,000 and nil, respectively, of promissory
notes for extension from TPH.

 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 Business Combination into Private Placement Units at a price of $ 10.00 per unit (the "Working Capital
Units"). 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 Working Capital Units converted from loan would be identical to the Private Placement
Units sold in the Private Placement.

 In
addition to the promissory notes in relation to the Monthly Extension Payments, the Company also borrowed $ 485,000 from the Sponsor for
working capital purposes.

 As
of December 31, 2023 and December 31, 2022, the Company had total loan from related parties amounted to $ 2,162,500 and nil, respectively.

 F- 21

 NOTES

 Note 7 —
Commitments & Contingencies

 Risks
and Uncertainties

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

 Registration
Rights

 The
holders of the Founder Shares and Private Placement Units, Working Capital Units issuable upon the conversion of certain working capital
loans and any underlying securities will be entitled to registration rights pursuant to a registration rights agreement signed on June
15, 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 1,275,000 units in the IPO.

 The
Company paid an underwriting discount of 2.0 % of the gross proceeds of the IPO, or $ 1,955,000 to the underwriters at the closing of the
IPO. In addition, the underwriters will be entitled to a deferred fee of 3.5 % of the gross proceeds of the IPO, or $ 3,421,250 until the
closing of the Business Combination. In addition, the Company issued 60,000 Representative Shares to US Tiger upon the closing of the
IPO.

 Note 8 —
Stockholders' Equity

 Preferred
Stock — Pursuant to the Company's amended and restated certificate of incorporation, the Company is authorized
to issue 500,000 shares of preference 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 was no
preferred stock issued or outstanding.

 Class A
Common Stock — Pursuant to the Company's amended and restated certificate of incorporation, the Company is authorized
to issue 25,000,000 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 558,875 shares of Class A Common Stock issued and outstanding, excluding 4,983,493 and 9,775,000 shares subject
to possible redemption, respectively.

 F- 22

 NOTES

 Class B
Common Stock — Pursuant to the Company's amended and restated certificate of incorporation, the Company is authorized
to issue 4,500,000 shares of Class B common stock (the "Class B Common Stock") with a par value of $ 0.0001 per share.
As of December 31, 2023 and December 31, 2022, the Company issued 2,443,750 shares of Class B common stock.

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.

 Rights —
On June 21, 2022, the Company issued 9,775,000 Rights in connection with the IPO. Substantially concurrently with the closing of the
IPO, the Company issued 478,875 Rights to the Company's Sponsor and 20,000 rights to US Tiger. Except in cases where the Company
is not the surviving company in a Business Combination, each holder of a Right will automatically receive one-tenth (1/10) of common
stock upon consummation of the initial Business Combination. In the event the Company will not be the surviving company upon completion
of the initial Business Combination, each holder of a Right will automatically receive the kind and amount of securities or properties
of the surviving entity that each one-tenth (1/10) of one share of Class A Common Stock of the Company is entitled to receive upon consummation
of the Business Combination. The Company will not issue fractional shares upon conversion of the Rights. As a result, holder must convert
Rights in multiples of 10 in order to receive shares upon closing of a Business Combination. If the Company is unable to complete an
initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust
Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless.

 As
of December 31, 2023 and December 31, 2022, 10,273,875 Rights were outstanding.

 Warrants
 — On June 21, 2022, the Company issued 9,775,000 Warrants in connection with the IPO. Substantially concurrently with
the closing of the IPO, the Company issued 478,875 Warrants to the Company's Sponsor and 20,000 Warrants to US Tiger. Each Warrant
entitles the registered holder to purchase one share of the Company's Class A Common Stock at a price of $ 11.50 per share, subject
to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion
of the initial Business Combination. 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 signed on June 15, 2022 (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 Class A 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.

 F- 23

 NOTES

 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 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 180% 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 9,775,000 Warrants issued in the IPO as equity instruments in accordance with ASC 480, "Distinguishing
Liabilities from Equity" and ASC 815-40, "Derivatives and Hedging: Contracts in Entity's Own Equity". The
Company accounted for the Warrant as an expense of the IPO resulting in a charge directly to stockholders' equity. The Company
estimates that the fair value of the Warrants is approximately $ 1.1 million, or $ 0.108 per Unit, using the Monte Carlo Model. The
fair value of the Warrants is estimated as of the date of grant using the following assumptions: (1) expected volatility of 10.3 %,
(2) risk-free interest rate of 2.92 %, (3) expected life of 1.38 years, (4) exercise price of $ 11.50 and (5) stock price
of $ 9.76.

 The
Company accounted for the 498,875 Warrants issued in the Private Placement as equity instruments in accordance with ASC 480,
"Distinguishing Liabilities from Equity" and ASC 815-40, "Derivatives and Hedging: Contracts in Entity's Own
Equity". The Company accounted for the Warrant as an expense of the sale of the Private Placement Units resulting in a charge
directly to stockholders' equity. The Company estimates that the fair value of the Warrants was approximately $ 0.05 million, or $ 0.108 per
Unit, using the Monte Carlo Model. The fair value of the Warrants is estimated as of the date of grant using the following
assumptions: (1) expected volatility of 10.3 %, (2) risk-free interest rate of 2.92 %, (3) expected life of 1.38 years,
(4) exercise price of $ 11.50 and (5) stock price of $ 9.76.

 As
of December 31, 2023 and December 31, 2022, 10,273,875 Warrants were outstanding.

 Note 9
— Income Taxes

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

 The income tax provision (benefit) for the year
ended December 31, 2023 and for the period from January 19, 2022 (inception) through December 31, 2022 were as follows:

 For
 the Year
 Ended

 Period from
 January 19,
 2022

 2023

 2022

 Current

 Federal

 $
 665,744

 $
 233,530

 State

 411,948

 162,723

 Deferred

 Federal

 ( 238,881
)

 ( 69,606
)

 State

 ( 102,378
)

 ( 29,831
)

 Change
 in valuation allowance

 341,259

 99,437

 Income
 tax provision

 $
 1,077,692

 $
 396,253

 F- 24

 NOTES

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

 For the Period
 from

 January 19,

 2022

 For the year
 ended

 2023

 2022

 U.S. statutory rate

 21.0
 %

 21.0
 %

 State income tax, net of federal benefit

 9.2
 %

 11.5
 %

 Permanent difference

 0.3
 %

 4.5
 %

 Change in valuation
 allowance

 14.1
 %

 12.5
 %

 Effective tax rate

 44.6
 %

 49.5
 %

 The
Company's net deferred tax assets at December 31, 2023 and December 31, 2022 were as follows:

 2023

 2022

 Deferred tax assets(liability):

 Start up cost

 $
 440,696

 $
 99,437

 Valuation
 allowance

 ( 440,696
)

 ( 99,437
)

 Deferred tax assets, net

 $
 -

 $
 -

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

 Note 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. Other than the events below, the Company
did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 On
January 19, 2024 and February 21, 2024, two Monthly Extension Payments of $ 100,000 were deposited into the Trust Account which enabled
the Company to extend the date by which it has to consummate its initial Business Combination from January 21, 2024 to March 21, 2024.
In connection with the Monthly Extension Payments, and pursuant to the Merger Agreement, on October 26, 2023, the Company issued two
unsecured promissory notes of $ 100,000 each to TPH to evidence the payment made for the January and February Monthly Extension Payments.

 On March 1, 2024, the Company filed a notice of
special meeting of stockholders, according to which a special meeting of stockholders is to be held virtually on March 18, 2024 at 11:30
a.m., Eastern Time, where the Company's stockholders will vote to approve the amendment of the Current Charter to allow the Company
until March 21, 2024 to consummate an initial business combination and to elect to extend the period to consummate an initial business
combination up to nine times, each by an additional one-month period, for a total of up to nine months to December 21, 2024.

 F- 25

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 2024-01-19
 2024-01-19

 us-gaap: SubsequentEventMember

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