UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended September 30, 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: 001-41078

 ARISZ

 (Exact
name of registrant as specified in its charter)

 Delaware

 87-1807866

 (State or other jurisdiction of

incorporation or organization)

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

 C/O
MSQ Ventures

 12 E 49th St, 17th floor

 New York, NY

 10017

 (Address of principal executive offices)

 (Zip Code)

 Registrant's
telephone number, including area code: 212 - 845-9945

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.0001 per share

 ARIZ

 The NASDAQ Stock Market LLC

 Warrants

 ARIZW

 The NASDAQ Stock Market LLC

 Rights

 ARIZR

 The NASDAQ Stock Market LLC

 Units, each consisting of one share of common stock, one Right and one Warrant

 ARIZU

 The NASDAQ Stock Market LLC

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

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging Growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes No

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

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

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

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

 As of December 18, 2023, there were 5,155,754 shares of the Company's
common stock issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 ARISZ

 Annual
Report on Form 10-K for the Year Ended September 30, 2023

 Page

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK FACTORS

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL PROCEEDINGS

 ITEM
 4.

 MINE SAFETY DISCLOSURES

 ITEM
 5.

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

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

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

 ITEM
 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS AND PROCEDURES

 ITEM
 9B.

 OTHER INFORMATION

 ITEM
 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM
 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 i

 CERTAIN
TERMS

 References
to "the Company," "our," "us" or "we" refer to Arisz Acquisition Corp., a blank check
company incorporated in Delaware on July 21, 2021. References to our "Sponsor" refer to Arisz Investments LLC, a Delaware
limited liability company. References to our "IPO" refer to the initial public offering of Arisz Acquisition Corp., which
closed on November 22, 2021.

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

 ability
 to complete our initial business combination;

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

 officers
 and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving
 our initial business combination, as a result of which they would then receive expense reimbursements;

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

 pool
 of prospective target businesses;

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

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

 the
 potential liquidity and trading of our securities;

 the
 lack of a market for our securities;

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

 financial
 performance following our IPO.

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

 ii

 part
I

 ITEM
1. BUSINESS

 Introduction

 We
are a blank check company incorporated on July 21, 2021 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 with one or more businesses, which
we refer to throughout this report as our initial business combination.

 The
Registration Statement for our initial public offering was declared effective on November 17, 2021 (the " Initial Public Offering,"
or " IPO "). On November 22, 2021, we consummated our Initial Public Offering of 6,000,000 units (the " Units ")
at $10.00 per Unit Each Unit consists of one share of common stock, $0.0001 par value (the " Common Stock "), one right
to receive one-twentieth (1/20) of a share of Common Stock upon the consummation of an initial business combination and one redeemable
warrant entitling the holder thereof to purchase three-fourths (3/4) of a share of Common Stock at a price of $11.50 per whole share.
The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. The Company granted the underwriters
a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any. The Company incurred offering costs of $5,587,733,
of which $2,587,500 was for deferred underwriting commissions. On November 22, 2021, the over-allotment option was exercised in full.

 On
November 22, 2021, simultaneously with the consummation of the IPO, the Company completed the private sale (the " Private Placement ")
of 193,889 units and 60,000 units, respectively (the " Private Units ") to Arisz Investments LLC, the Company's
sponsor (the " Sponsor ") and Chardan Capital Markets, LLC, generating total proceeds of $2,538,886.

 The closing of the issuance and sale of the additional
Units (the " Over-Allotment Option Units ") occurred on November 24, 2021. The total aggregate issuance by the Company
of 900,000 units at a price of $10.00 per unit resulted in total gross proceeds of $9,000,000. On November 24, 2021, simultaneously with
the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 13,500 Private Units and 9,000
Private Units to the sponsor and Chardan Capital Markets, LLC, respectively, generating gross proceeds of $225,000. The Private Units
were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

 A
total of $69,000,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private
Placements on November 22, 2021 and November 24, 2021, were placed in a trust account (the " Trust Account "), located
in the United States and held as cash items or may be invested in U.S. government securities, within the meaning set forth in Section
2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself
out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier
of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to our stockholders.

 If
we are unable to complete an initial business combination by February 22, 2024 subject to additional extension elected by the Sponsor
(unless such date is further extended by a shareholder vote in accordance with our governing documents), we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, which redemption will completely
extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
holders of common stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. Holders of rights or warrants will
receive no proceeds in connection with the liquidation with respect to such rights or warrants, which will expire worthless. In connection
with our redemption of 100% of our outstanding public shares, each holder will receive an amount equal to (1) the number of public shares
being converted by such public holder divided by the total number of public shares multiplied by (2) the amount then in the trust account
(initially $10.00 per share), which includes the deferred underwriting commission, plus a pro rata portion of any interest earned on
the funds held in the trust account and not previously released to us or necessary to pay our taxes (subject in each case to our obligations
under Delaware law to provide for claims of creditors).

 Merger
Agreement

 On
January 21, 2022, Arisz entered into that certain Agreement and Plan of Merger (as amended, supplemented or otherwise modified from
time to time, the " Merger Agreement "), by and between Arisz and Finfront Holding Company, a Cayman Islands exempted
company (" BitFuFu "), pursuant to which (a) Arisz will form BitFuFu Inc., a Cayman Islands exempted company, as
its wholly owned subsidiary (" Purchaser "), (b) Purchaser will form Boundary Holding Company, a Cayman Islands
exempted company, as its wholly owned subsidiary (" Merger Sub "), (c) Arisz will be merged with and into Purchaser
(the " Redomestication Merger "), with Purchaser surviving the Redomestication Merger, and (d) Merger Sub will
be merged with and into BitFuFu (the " Acquisition Merger "), with BitFuFu surviving the Acquisition Merger as a direct
wholly owned subsidiary of Purchaser (collectively, the " Business Combination "). Following the Business Combination,
Purchaser will be a publicly traded company listed on a stock exchange in the United States. On April 4, 2022, each of Arisz
and BitFuFu entered into that certain Amendment to the Merger Agreement pursuant to which, among other things, the parties clarified
certain Cayman Island corporate law matters by mutual agreement.

 Finfront Holding Company operates
under the trade name of "BitFuFu", is a fast-growing digital asset mining service and world-leading cloud-mining service provider,
dedicated to fostering a secure, compliant, and transparent blockchain infrastructure. BitFuFu provides a variety of stable and intelligent
digital asset mining solutions, including one-stop cloud-mining services and miner hosting services to institutional customers and individual
digital asset enthusiasts.

 In
consideration of the Acquisition Merger, Purchaser will issue 150,000,000 ordinary shares (the " Closing Payment Shares ")
with a deemed price per share US$10.00 (" Aggregate Stock Consideration ") to the shareholders of BitFuFu. The Aggregate
Stock Consideration consists of 7,500,000 Class A ordinary shares and 142,500,000 Class B ordinary shares of Purchaser.

 The
Merger Agreement originally provided that the closing of the Business Combination shall occur no later than July 31, 2022 (the " Outside
Date ") and that the Outside Date may be extended upon the written agreement of Arisz and BitFuFu.

 On
July 14, 2022, each of Arisz, BitFuFu, the Purchaser and Arisz's Sponsor (along with any assignee of Arisz's Sponsor,
the " Buyer ") entered into a backstop agreement (the " Backstop Agreement ") whereby, in connection
with the Business Combination, the Buyer has agreed to subscribe for and purchase no less than US$1.25 million worth of shares of
Arisz's common stock par value $0.0001 per share, or Purchaser's Class A ordinary shares.

 On October 10, 2022, Arisz
and BitFuFu entered into an amendment to the Merger Agreement to provide, among other things: 1) for a loan from BitFuFu to Arisz in
the amount of $2,220,000 (the " Loan ") for the purpose of funding Arisz's extension of the time to consummate
a business combination and for working capital purposes, and 2) remove all existing restrictions on 400,000 shares issued to our initial
stockholders that are currently subject to transfer restrictions, so that such shares are freely tradeable upon the Closing. The Loan
was to be funded in three equal installments of $740,000 on each of October 26, 2022, January 26, 2023 and April 26, 2023.

 On
October 10, 2022, Arisz issued an unsecured promissory note to BitFuFu (the " BitFuFu Note ") for the amount of
the Loan at an interest rate of 3.5% per annum and is due on October 26, 2023. Arisz may elect to issue a number of unregistered
shares of its common stock, valued for these purposes at $10.00 per share, the aggregate value of which shall be equal to the outstanding
principal amount of the Loan to the BitFuFu or its designee on or prior to the October 26, 2023 in lieu of paying all outstanding
principal under this Note.

 On
October 13, 2022, the parties to the Backstop Agreement entered into a new backstop agreement substantially on the same terms as
the Backstop Agreement with the only substantive additional terms being that: 1) the subscription amount is $2.0 million worth of
shares and 2) the termination date is the earlier of: (i) the date agreed by the parties thereto in writing and (ii) the date
that the Merger Agreement is terminated, on its terms.

 On
October 24, 2022, Arisz received $740,000, the first installment of the Loan, from BitFuFu.

 On
November 9, 2022, Arisz deposited $690,000 into the Trust Account (representing $0.10 per each share of redeemable common stock)
to extend the time for Arisz to complete the Business Combination by three months until February 22, 2023.

 On
January 20, 2023, Arisz received $740,000, the second installment of the Loan, from BitFuFu.

 On
February 7, 2023, the Company notified the trustee of its intent to extend the time available to the Company to consummate a business
combination from February 22, 2023 to May 22, 2023 (the " February 2023 Extension "). The February 2023
Extension was the second and last of up to two three-month extensions permitted under Arisz's governing documents. On February 9,
2023, Arisz deposited $690,000 into the Trust Account (representing $0.10 per each share of redeemable common stock) to extend the time
for Arisz to complete the Business Combination by three months until May 22, 2023.

 On
April 24, 2023, Arisz and BitFuFu entered into Amendment No. 3 to the Merger Agreement to provide, among other things: 1) to reduce
the amount of the Loan from $2,220,000 to $1,930,000 for the purpose of funding Arisz's extension of the time to consummate a business
combination and for working capital purposes and 2) that the third installment of the loan will be in the amount of $450,000. On April 25,
2023, Arisz received $450,000, the third installment of the Loan, from BitFuFu.

 On
May 11, 2023, Arisz held a special meeting of stockholders to consider, among other things, proposals to amend Arisz's charter
in order to extend the time it has to complete its initial business combination up to nine (9) times with each extension allowing
for an additional one (1) month period from May 22, 2023 to February 22, 2024, provided that Arisz contributes to the
Trust Account $120,000 for each one-month extension, paid on a month-to-month and as-needed basis. At the special meeting, the requisite
number of stockholders voted in favor of these proposals.

 In
connection with the special meeting, 3,745,635 shares of Common Stock were tendered for redemption. As a result, approximately $39.18 million
(approximately $10.46 per share) was removed from the Trust Account to pay such holders, without taking into account additional allocation
of payments to cover any tax obligation of Arisz, such as franchise taxes, but not including any excise tax, since that date.

 In connection with the special meeting, in each of May, June, July,
August, September, October and November 2023, Arisz timely deposited $120,000 into Arisz's Trust Account, thereby extending
the date by which an initial business combination may be consummated. As of the date hereof, Arisz has until January 22, 2024 to consummate
its initial business combination, unless the Sponsor elects to further extend, to as late as February 22, 2024.

 On
July 28, 2023, Arisz and BitFuFu entered into Amendment No. 4 to the Merger Agreement (" Amendment No. 4 ") to
provide, among other things: (1) that the Outside Date for the completion of the Corporation's business combination, as defined
therein be extended from August 1, 2023 to November 17, 2024 and (2) for an amendment to the loan installment of $360,000
to be extended on each of August 2, 2023, November 2, 2023, February 2, 2024, May 2, 2024 and August 2, 2024
to be used to cover the extension costs, and the remaining balance of each loan installment to be used for working capital. In accordance
therewith, on July 28, 2023, Arisz and BitFuFu amended and restated the BitFuFu Note.

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

 In consideration of the Acquisition Merger, Purchaser will issue 150,000,000

 We
are a blank check company incorporated on July 21, 2021 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 with one or more businesses, which
we refer to throughout this report as our initial business combination.

 Our
Sponsor and Competitive Advantages

 Our
Sponsor is an affiliate of M.S.Q. Ventures Inc (MSQ), a research-driven advisory firm with deep domain expertise in life sciences. MSQ
exclusively focuses on integration for emerging life sciences companies that discover, develop and commercialize innovative therapeutics-focused
products. Through MSQ's deep sector knowledge, strong network and regional expertise, MSQ provides comprehensive advisory services
and solutions to streamline the most complex global projects. MSQ's core capabilities include the development of partnership strategy
and execution, non-deal roadshow planning and execution, and key opinion leader (KOL) interviews. MSQ assists companies in increasing
visibility within the investment community and educating investors and executives on opportunities offered by these companies. Since
2016, the MSQ team has met with a substantial number of companies in North America and Europe to evaluate various partnership options
and to conduct one-on-one partnership meetings and KOL interviews.

 MSQ
has instituted a strategy of identifying transformational innovations across the life sciences space. We will benefit from MSQ's
expertise and resources, specifically in identifying scientific programs that have the potential to disrupt the current standard of care
in their respective areas. MSQ actively analyzes asymmetric risk/reward opportunities in North America and Europe and focuses on recognizing
synergies across global markets and companies for its clients. Our specific therapeutic areas of focus include (but not limited to) oncology,
dermatology, orphan diseases, gene/cell therapy and related areas.

 Our
Board of Director and Management Team

 Our
officers, directors and strategic advisors consist of seasoned investors and industry executives with an extensive track record of identifying,
investing, building, operating and advising leading businesses. In particular, the team possesses a deep understanding of the healthcare
industry, the evolution of these sectors and market opportunities.

 Echo
Hindle-Yang has been our Chief Executive Officer since inception and became chairwoman of our board of directors upon consummation of
our IPO. Ms. Hindle-Yang has more than 20 years of extensive experience of leading complex organizations, managing transactions for fortune
500 global companies and founding new ventures to resolve unmet market needs. More recently, Ms. Hindle-Yang's focus has largely
been within the healthcare industry, where she has advised global pharmaceutical and medical device companies in North America and Europe
on their corporate strategy endeavors, financing paths, portfolio optimization and acquisition opportunities. In 2016, Ms. Hindle-Yang
founded M.S.Q. Ventures, a New York-based advisory firm that focuses on integration for emerging life sciences companies. From 2011 to
2015, Ms. Hindle-Yang served as Chief Operation Officer at Playbutton LLC where she managed the company's business strategy, marketing,
finance operations including IPO's and acquisitions. In 2010, Ms. Hindle-Yang joined Gerber Scientific Inc as director of global
strategy and operations in charge of leading a brand-new global team to focus on overseas expansion and operations. Ms. Hindle-Yang holds
an MBA from Duke University with a health sector management certificate. Currently Ms. Hindle-Yang is serving on the DukeNY Board.

 Marc
Estigarribia has been our Chief Financial Officer since inception. Mr. Estigarribia has been the Managing Director and Head of
Origination and Engagement at MSQ Ventures since May 2016, where he has led the company's client origination and engagement
effort in the life science industry. Mr. Estigarribia maintains a deep network of global relationships with strategic partners and
investors within the life science industry. Between September 2015 and April 2016, Mr. Estigarribia served as vice president senior
research analyst at Chardan. Mr. Estigarribia was responsible for equity stock coverage of the Technology, TMT industry with a main
vertical focus on Internet of Things (IOT/M2M) Machine-to-Machine Communications (M2M) including Robotics, Artificial Intelligence
and Semiconductors. Between March 2013 and August 2015, Mr. Estigarribia served as senior investment banking associate at Wellington
Shields. Mr. Estigarribia worked with both public and private growth companies to help provide capital raising, merger &
acquisition, and strategic financial advisory services in all facets of the capital structure - Private Equity, Senior Debt,
Mezzanine Debt, Unitranche, Equity, IPOs, Secondary Offerings, and Private Placements. Between April 2011 and March 2013, Mr.
Estigarribia served as CFO at Rubin Singer, a start-up company in the Luxury Goods Fashion industry where Mr. Estigarribia managed
cash flow, capital formation and investment advisory for this start-up company in the Luxury Goods Fashion industry. Mr.
Estigarribia also maintained constant communication flow with both existing and prospective equity and debt investors, and internal
management board-team, while enhancing strategic relationships. Between July 1996 and March 2011, Mr. Estigarribia served as a
sell-side Equity Research Analyst at Citigroup. Mr. Estigarribia's responsibilities covered 70% of the teams' total
coverage for telecommunication services and media companies in Latin America. Mr. Estigarribia initiated and launched the numerous
reports within the wireless and media sectors between 2000 and 2003. Through these roles, Mr. Estigarribia has developed and
maintained relationships with top tier institutional investors. Mr. Estigarribia obtained his MBA degree in 1995 from NYU Stern
School of Business and his BS in Economics from Binghamton University, State University of New York.

 Nick
He has been a member of our board of directors since November 17, 2021. Since January 2017, Mr. He has been the Founder and the Chief
Executive Officer of GPS Renting, a privately held real estate investment firm with brokerage and property management services which
brings cutting-edge mobile technology, strategic planning, and extensive real estate experience to serve clients. Between April 2012
and November 2016, Mr. He started as a strategy and product planer and became the senior program manager lead when he left Microsoft.
Mr. He was responsible for product strategies, including, but not limited to Market opportunity & Business Plan, Growth strategy,
Turnaround Strategy at Microsoft. Between May 2008 and September 2008, Mr. He served as summer associate consultant at McKinsey &
Co. where Mr. He led the Financial Analysis and Planning project which analysis of technology spending and recommended a 5-year investment
strategy. Mr. He obtained his MBA degree focusing on strategy and marketing in 2009 from Duke University Fuqua School of Business.

 Rushi
Trivedi, PhD has been a member of our board of directors since November 17, 2021. Since 2019, Dr. Trivedi has been founder of RepliGene
Life Sciences, a company that specializes in the production of Cell and Gene Therapy adducts. Dr. Trivedi focuses on unmet clinical needs
and assists in bringing the next generation Cell and Gene Therapies to the market. Between June 2015 and April 2019, Dr. Trivedi served
as strategy consultant at McKinsey & Company where Dr. Trivedi gained extensive experience in M&A, business development, due
diligence, portfolio management and asset integration while drawing heavily from his background in oncology and drug development to serve
clients in these topics across pharma, medical technology tech, and private equity. Dr. Trivedi is a widely published scientist with
over 400 citations in leading peer-reviewed journals. Dr. Trivedi obtained his Doctor of Philosophy in Biochemistry and Molecular Biology
from Stowers Institute of Medical Research and University of Kansas Medical Center in 2015, and his MS in Medicinal and Pharmaceutical
Chemistry from University of Kansas in 2009, and his BS in Pharmaceutical Sciences from Purdue University in 2007.

 Dr.
Romain Guerel has been a member of our board of directors since November 17, 2021. Since March 2020, Dr. Guerel is the founder and CEO
of MSolution Consulting. The consulting company provides project management consultancy for European and North American companies. Starting
March 2019, Dr. Guerel has been elected as an executive board member of a French International School where he has in charge with other
7 board members of all administrative and strategic decisions on behalf of the parent's committee. From September 2012 to February
2020, Dr. Guerel worked as a director for Century 3 Project Management Company where he was in charge on multiple management projects
for Fortune 500 companies. From 2001 to 2012, Dr. Guerel was the co-founder and Managing Director of Capital Resources where he was in
charge of raising funds for high-end real estate projects. Dr. Guerel obtained his Doctor of Philosophy in Management from HKUST Business
School in 2011, and has Master of Laws degrees in Commercial French law and International law from the Law School of Nice Sophia Antipolis.

 The
past performance of our management team, or advisor or their respective affiliates is not a guarantee either (i) of success with respect
to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business
combination. No member of our management team has had management experience with special purpose acquisition corporations in the past.
You should not rely on the historical record of our management team's or advisor's or their respective affiliates'
performance as indicative of our future performance.

 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 business combinations. Many of these entities are well established and have
extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited
by our available financial resources. This inherent limitation gives others an advantage in pursuing the initial business combination
of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption
rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution
they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive
disadvantage in successfully negotiating an initial business combination.

 Employees

 We
currently have two officers. 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, in the exercise of their respective business judgement, to our affairs until
we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether
a target business has been selected for our initial business combination and the stage of the initial business combination process we
are in. We do not intend to have any full-time employees prior to the completion of our initial business combination. We do not have
an employment agreement with any member of our management team.

 For
additional discussion of the general development of our business, see our final prospectus on Form 424B4 filed with the SEC on November
19, 2021 along with our other filings made with the SEC.

 ITEM
1A. RISK FACTORS

 In addition to the risk factors set forth below, the " Risks
Factors " beginning on page 31 of the Company's final prospectus on Form 424B4 filed with the SEC on November 19, 2021,
are incorporated herein by reference.

 We have identified material weaknesses
in our internal control over financial reporting as of September 30, 2023. If we are unable to develop and maintain an effective system
of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which
may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise
required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses
identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or
interim financial statements will not be prevented or detected on a timely basis.

 As discussed in elsewhere in this Report under
"Controls and Procedures," our management has concluded that, as of September 30, 2023, we had material weaknesses in our
internal control over financial reporting related to our review controls.

 Effective internal controls are
necessary for us to provide reliable financial reports and prevent fraud. Any failure to maintain such internal control could
adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our
financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial
statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our
common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our
business. Failure to timely file will cause us to be ineligible to utilize short form registration statements
on Form S-3, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or
issue shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported
financial information, which could have a negative effect on the trading price of our stock.

 We continue to evaluate steps to remediate
the identified material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these initiatives
will ultimately have the intended effects. If we identify any new material weaknesses in the future, any such newly identified material
weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement
of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements
regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence
in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date,
or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

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

 Even though we converted the securities in the Trust Account
into an interest-bearing demand deposit account at a bank, we still may be determined to be an investment company under the Investment
Company Act, in which case the Company would wind down and we would not be able to complete our business combination. In addition, to
the conversion to cash may limit the interest income available for payment of taxes and dissolution expenses or for distribution to public
stockholders.

 The funds in the Trust Account had, since our IPO,
been invested only in U.S. government treasury obligations with maturities of 185 days or less or in certain money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest solely in U.S. government treasury
obligations. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective
test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we
instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government
treasury obligations or money market funds held in the Trust Account, prior to November 17, 2023, and thereafter to hold all funds in
the Trust Account as cash items in an interest-bearing demand deposit account at a bank until the earlier of the consummation of
our initial business combination or the liquidation of the Company.

 On March 30, 2022, the SEC issued proposed
rules relating to, among other matters, the extent to which special purpose acquisition companies like ours could become subject to regulation
under the Investment Company Act. The SEC's current policy position, consistent with these proposed rules, is that, for special
purpose acquisition companies like ours to be exempt from the definition of "investment company" under Section 3(a)(1)(A) of
the Investment Company Act, they must satisfy certain conditions that limit a company's duration, asset composition, business purpose
and activities

 The SEC has indicated that it believes that there
are serious questions concerning the applicability of the Investment Company Act to special purpose acquisition companies. It is possible
that a claim could be made that we have been operating as an unregistered investment company.

 If we were determined to be an unregistered investment
company, despite the change in investments in the Trust Account, the trustee could be required to liquidate the Trust Account, in which
case the business of the Company would be discontinued and the Company wound down, and we would not be able to complete an initial business
combination. If we are unable to complete our initial business combination, our public stockholders may receive only their pro rata portion
of the funds in the Trust Account that are available for distribution to public stockholders, our warrants will expire worthless and our
public stockholders would not have any opportunity to participate in any potential appreciation in the value of their public shares that
might be created by an initial business combination.

 In addition, prior to November 17, 2023, the Company
converted its investments in the Trust Account into cash, which will remain in the Trust Account. While we maintain the funds in the Trust
Account in cash in an interest-bearing demand deposit account, we may receive lower interest on the funds held in such deposit account
(as compared to investing such funds in interest-bearing U.S. government securities); however, we cannot assure you that such
rate on the deposit account will not decrease or increase significantly. Furthermore, interest previously earned on the funds held in
the Trust Account still may be released to pay taxes of the Company. As a result, holding all funds in the Trust Account in cash items
may reduce the dollar amount our public stockholders would receive upon any redemption of the public shares or our liquidation.

 We may not be able to complete the Business Combination since
such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as
the Committee on Foreign Investment in the United States ("CFIUS"), or ultimately prohibited.

 Certain of our directors are citizens of countries other than the United
States. In addition, Finfront HoldingCompany, operating under the trade name of "BitFuFu," is an exempted company incorporated
in the Cayman Islands with limited liability, with subsidiaries in Singapore and the United States. While we believe that the nature of
Arisz's business, and the nature of the businesses of BitFuFu should not make the transaction subject to U.S. foreign regulations
or review by a U.S. government entity, it is possible that the Business Combination may be subject to CFIUS review, the scope of which
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 subjects certain categories of investments
to mandatory filings. If the Business Combination falls within CFIUS's jurisdiction, we may determine that we are required to make
a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS
and risk CFIUS intervention, before or after closing the Business Combination. CFIUS may decide to block or delay the Business Combination,
impose conditions to mitigate national security concerns with respect to the Business Combination or order us to divest all or a portion
of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us
from consummating the Business Combination.

 Moreover, the process of government review, whether by the CFIUS or
otherwise, could be lengthy and we have limited time to complete the Business Combination. If we fail to complete an initial business
combination by February 24, 2024 (if the Sponsor elects to extend the consummation deadline to that date as described herein), then because
the review exceeds such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government
entity, we may be required to liquidate, unless Arisz seeks further stockholder approval to amend the Current Charter to extend the date
by which an initial business combination may be consummated.

 If we liquidate, our public shareholders may only receive $10.00 per
share, and our warrants and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company
and the chance of realizing future gains on your investment through any price appreciation in the combined company.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
2. PROPERTIES

 Our
executive offices are located at C/O MSQ Ventures, 12 E 49th St, 17th floor, New York, 10017 New York, and our telephone number is
212-845-9945.

 Commencing
on the date our securities were first listed on Nasdaq, we have agreed to pay Arisz Investments LLC, our sponsor a total of $10,000 per
month for office space, utilities and secretarial and administrative support. We consider our current office space adequate for our current
operations.

 ITEM
3. LEGAL PROCEEDINGS

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

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
Applicable.

 part
II

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

 Our
units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol "ARIZU" on or about November 22, 2021. The
common stock, rights and redeemable warrants comprising the units began separate trading on December 9, 2021, under the symbols "ARIZ,"
"ARIZR," and "ARIZW," respectively.

 Holders
of Record

 As of December 18, 2023, there
were 5,155,754 shares of our common stock issued and outstanding held by approximately 18 stockholders of record, and there were 1,746,683
shares of our common stock issued and outstanding held by our Sponsor. The number of record holders was determined from the records of
our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security
brokers, dealers, and registered clearing agencies.

 Dividends

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

 Securities
Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent
Sales of Unregistered Securities

 There
were no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report
on Form 8-K.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM
6. [RESERVED]

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

 References
to the "Company," "Arisz," "our," "us" or "we" refer to Arisz Acquisition
Corp. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction
with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information
contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

 We
are a blank check company formed under the laws of the State of Delaware on July 21, 2021. We were formed for the purpose of entering
into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination.

 On
January 21, 2022, Arisz entered into that certain Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time
to time, the "Merger Agreement"), by and between Arisz and Finfront Holding Company, a Cayman Islands exempted company ("BitFuFu"),
pursuant to which (a) Arisz will form BitFuFu Inc., a Cayman Islands exempted company, as its wholly owned subsidiary ("Purchaser"),
(b) Purchaser will form Boundary Holding Company, a Cayman Islands exempted company, as its wholly owned subsidiary ("Merger Sub"),
(c) Arisz will be merged with and into Purchaser (the "Redomestication Merger"), with Purchaser surviving the Redomestication
Merger, and (d) Merger Sub will be merged with and into BitFuFu (the "Acquisition Merger"), with BitFuFu surviving the Acquisition
Merger as a direct wholly owned subsidiary of Purchaser (collectively, the "Business Combination"). Following the Business
Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States. On April 4, 2022, each of Arisz
and BitFuFu entered into that certain Amendment to the Merger Agreement pursuant to which, among other things, the parties clarified
certain Cayman Island corporate law matters by mutual agreement.

 In
consideration of the Acquisition Merger, Purchaser will issue 150,000,000 ordinary shares (the "Closing Payment Shares")
with a deemed price per share US$10.00 ("Aggregate Stock Consideration") to the shareholders of BitFuFu. The Aggregate Stock
Consideration consists of 7,500,000 Class A ordinary shares and 142,500,000 Class B ordinary shares of Purchaser.

 On
October 10, 2022, Arisz issued an unsecured promissory note to BitFuFu (the " BitFuFu Note ") for the amount of the
Loan at an interest rate of 3.5% per annum and is due on October 26, 2023. Arisz may elect to issue a number of unregistered shares of
its common stock, valued for these purposes at $10.00 per share, the aggregate value of which shall be equal to the outstanding principal
amount of the Loan to the BitFuFu or its designee on or prior to the October 26, 2023 in lieu of paying all outstanding principal under
this Note.

 On
April 19, 2023, Arisz filed with the SEC, and mailed to its stockholders of record as of April 6, 2023, a notice of meeting, proxy statement
and proxy card, with respect to a special meeting of Arisz stockholders to be held on May 11, 2023, and which included proposals to amend
Arisz's charter in order to extend the time it has to complete its initial business combination up to nine (9) times with each
extension allowing for an additional one (1) month period from May 22, 2023 to February 22, 2024, provided that Arisz contributes to
the Trust Account $120,000 for each one-month extension, paid on a month-to-month and as-needed basis.

 On
May 11, 2023, Arisz held a special meeting of stockholders to consider, among other things, proposals to amend Arisz's charter
in order to extend the time it has to complete its initial business combination up to nine (9) times with each extension allowing for
an additional one (1) month period from May 22, 2023 to February 22, 2024, provided that Arisz contributes to the Trust Account $120,000
for each one-month extension, paid on a month-to-month and as-needed basis. At the special meeting, the requisite number of stockholders
voted in favor of these proposals.

 In
connection with the special meeting, 3,745,635 shares of Common Stock were tendered for redemption. As a result, approximately $39.18
million (approximately $10.46 per share) was removed from the Trust Account to pay such holders, without taking into account additional
allocation of payments to cover any tax obligation of Arisz, such as franchise taxes, but not including any excise tax, since that date.

 On
July 28, 2023, Arisz and BitFuFu entered into Amendment No. 4 to the Merger Agreement (" Amendment No. 4 ") to provide,
among other things: (1) that the Outside Date for the completion of the Corporation's business combination, as defined therein
be extended from August 1, 2023 to November 17, 2024 and (2) for an amendment to the loan installment of $360,000 to be extended on each
of August 2, 2023, November 2, 2023, February 2, 2024, May 2, 2024 and August 2, 2024 to be used to cover the extension costs, and the
remaining balance of each loan installment to be used for working capital. In accordance therewith, on July 28, 2023, Arisz and BitFuFu
amended and restated the BitFuFu Note.

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

 Results
of Operations

 We
have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through
September 30, 2023 were organizational activities and those necessary to prepare for our initial public offering
("IPO"), and, after our IPO, searching for a target business to acquire. We do not expect to generate any operating
revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of
interest income on marketable securities held after the IPO. We expect that we will incur increased expenses as a result of being a
public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in
connection with searching for, and completing, a Business Combination.

 For the year ended September 30, 2023, we had net income of $1,216,880,
which consisted of interest earned on marketable securities of $2,386,358, offset by general and administrative expenses of $585,514,
franchise tax expense of $40,000, interest expense on Bitfufu loan of $51,229 and income tax expense of $492,735.

 For the year ended September
30, 2022, we had a net loss of $255,901, which consisted of interest earned on marketable securities of $418,075, offset by general and
administrative expenses of $544,157, franchise tax expense of $53,194 and income tax expense of $76,625.

 Cash
used in operating activities was $842,563 and $484,814 for the year ended September 30, 2023 and 2022, respectively.

 Liquidity
and Going Concern

 As of September 30, 2023,
we had marketable securities held in the Trust Account of $34,107,463 consisting investments in money market funds that invest in U.S.
government securities with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay
taxes. Through September 30, 2023, we withdraw $483,833 from interest earned on the Trust Account to pay our taxes. We intend to use substantially
all of the funds held in the Trust Account, to acquire a target business and to pay our expenses relating thereto. To the extent that
our capital stock is used in whole or in part as consideration to effect a Business Combination, the remaining funds held in the Trust
Account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in
a variety of ways including continuing or expanding the target business' operations, for strategic acquisitions and for marketing,
research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders'
fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust Account
were insufficient to cover such expenses.

 As of September 30, 2023, we had cash of $215,059 and a working capital
deficit of $2,911,056 (excluding income tax and franchise tax payable). In connection with the shareholder special meeting on May 11,
2023, in each of May, June, July, August, September, October and November 2023, the Company deposited $120,000 per deposit into the Trust
Account to extend the time for Arisz to complete the Business Combination until January 22, 2024. It is uncertain that the Company will
be able consummate a Business Combination by the extended date (or February 22, 2024 if the Sponsor elects to extend the consummation
deadline). Moreover, Arisz may need to obtain additional financing either to complete its Business Combination or because it becomes obligated
to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional
securities or incur debt in connection with such Business Combination. If a Business Combination is not consummated by February 22, 2024,
there will be a mandatory liquidation and subsequent dissolution.

 Until
consummation of the Business Combination, we intend to use the funds held outside the Trust Account for identifying and evaluating prospective
acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants
or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses,
selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. If our estimate of the
costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual
amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. In this
event, our officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate
an initial Business Combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us upon consummation
of the Business Combination. In the event that a Business Combination does not close, we may use a portion of the working capital held
outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. The
terms of such loans by our initial shareholders, officers and directors, if any, have not been determined and no written agreements exist
with respect to such loans.

 We
expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction
costs in pursuit of the consummation of a Business Combination. In connection with the Company's assessment of going concern considerations
in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the liquidity
concern raise substantial doubt about the Company's ability to continue as a going concern. There is no assurance that the Company's
plans to consummate a Business Combination will be successful within the Combination Period (by February 22, 2024). As a result, management
has determined that such an additional condition also raises substantial doubt about the Company's ability to continue as a going
concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

 Off-Balance
Sheet Financing Arrangements

 We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023. We do
not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as
variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have
not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments
of other entities, or purchased any non-financial assets.

 Contractual
Obligations

 We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described
below.

 Upon
closing of a Business Combination, the underwriters will be entitled to a deferred fee of $0.375 per public share, or $2,587,500 in the
aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that
we complete a Business Combination, subject to the terms of the underwriting agreement. The underwriters will also be entitled to 51,750
common shares, to be issued if the Company closes a Business Combination.

 We
engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer their fees in excess of $200,000. The
deferred fee will become payable in the event that the Company completes a Business Combination. As of September 30, 2023 and December
31, 2022, the Company had deferred legal fees of approximately $1.62 million and none, respectively, in connection with such services.

 Critical
Accounting Policies

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

 Common
stock Subject to Possible Redemption

 We account for our common
stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480,
"Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument
and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's
control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's
common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence
of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity,
outside of the stockholders' deficit 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 shares of redeemable common stock are affected by charges against
additional paid-in capital or accumulated deficit if additional paid-in capital is zero.

 Net
Income (Loss) per Share

 The
Company complies with accounting and disclosure requirements of FASB ASC 260, "Earnings Per Share". The statements of operations
include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method
of income 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 shares and non-redeemable shares 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 shares. Any
remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends
paid to the public shareholders.

 Warrants

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

 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.

 Offering
Costs

 Offering
costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly
related to the IPO. The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A –
"Expenses of Offering". Offering costs are allocated between public shares and public rights based on the estimated fair
values of public shares and public rights at the date of issuance.

 Recent
Accounting Standards

 In August 2020, the Financial
Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt—Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU
2020-06"), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation
of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance
pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures
for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends
the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The
amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods
within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position,
results of operations or cash flows.

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

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

 None.

 ITEM
9A. CONTROLS AND PROCEDURES.

 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 September 30, 2023, pursuant to Rule 13a-15(b) under
the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2023, our disclosure controls
and procedures were not effective because of material weaknesses in our control environment which resulted in inadequate oversight over
the accounting for interest earned on investments held in the Trust Account.

 A material weakness, as defined
in the SEC regulations, is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented
or detected on a timely basis. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that
our financial statements were prepared in accordance with U.S. GAAP.

 Management plans to remediate the material weakness by enhancing our
processes to identify and appropriately apply applicable accounting requirements and increased communication among our personnel and third-party
professionals with whom we consult regarding accounting applications. The elements of our remediation plan can only be accomplished over
time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of management's
consideration of the material weakness identified related to our accounting for interest earned on investments held in the Trust Account,
see "Note 2—Restatement of Previously Issued Financial Statements" to the accompanying financial statements.

 Management's
Report on Internal Controls Over Financial Reporting

 This Annual Report on Form 10-K does not include a report of management's
assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting
firm due to a transition period established by rules of the SEC for newly public companies.

 Changes
in Internal Control over Financial Reporting

 There were no changes in our
internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred
during the fiscal year ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 Not
applicable.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 part
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth information about our directors and executive officers.

 Name

 Age

 Position

 Echo
 Hindle-Yang

 Chairman
 of the Board of Directors and Chief Executive Officer

 Marc
 Estigarribia

 Chief
 Financial Officer

 Rushi
 Trivedi

 Romain
 Guerel

 Nick
 He

 Echo
Hindle-Yang has been our Chief Executive Officer since inception and became chairwoman of our board of directors upon consummation of
our IPO. Ms. Hindle-Yang has more than 20 years of extensive experience of leading complex organizations, managing transactions for fortune
500 global companies and founding new ventures to resolve unmet market needs. More recently, Ms. Hindle-Yang's focus has largely
been within the healthcare industry, where she has advised global pharmaceutical and medical device companies in North America and Europe
on their corporate strategy endeavors, financing paths, portfolio optimization and acquisition opportunities. In 2016, Ms. Hindle-Yang
founded M.S.Q. Ventures, a New York-based advisory firm that focuses on integration for emerging life sciences companies. From 2011 to
2015, Ms. Hindle-Yang served as Chief Operation Officer at Playbutton LLC where she managed the company's business strategy, marketing,
finance operations including IPO's and acquisitions. In 2010, Ms. Hindle-Yang joined Gerber Scientific Inc as director of global
strategy and operations in charge of leading a brand-new global team to focus on overseas expansion and operations. Ms. Hindle-Yang holds
an MBA from Duke University with a health sector management certificate. Currently Ms. Hindle-Yang is serving on the DukeNY Board.

 Marc
Estigarribia has been our Chief Financial Officer since inception. Mr. Estigarribia has been the Managing Director and Head of Origination
and Engagement at MSQ Ventures since May 2016, where he has led the company's client origination and engagement effort in the life
science industry. Mr. Estigarribia maintains a deep network of global relationships with strategic partners and investors within the
life science industry. Between September 2015 and April 2016, Mr. Estigarribia served as vice president senior research analyst at Chardan.
Mr. Estigarribia was responsible for equity stock coverage of the Technology, TMT industry with a main vertical focus on Internet of
Things (IOT/ M2M) Machine-to-Machine Communications (M2M) including Robotics, Artificial Intelligence and Semiconductors. Between March
2013 and August 2015, Mr. Estigarribia served as senior investment banking associate at Wellington Shields. Mr. Estigarribia worked with
both public and private growth companies to help provide capital raising, merger & acquisition, and strategic financial advisory
services in all facets of the capital structure - Private Equity, Senior Debt, Mezzanine Debt, Unitranche, Equity, IPOs, Secondary Offerings,
and Private Placements. Between April 2011 and March 2013, Mr. Estigarribia served as CFO at Rubin Singer, a start-up company in the
Luxury Goods Fashion industry where Mr. Estigarribia managed cash flow, capital formation and investment advisory for this start-up company
in the Luxury Goods Fashion industry. Mr. Estigarribia also maintained constant communication flow with both existing and prospective
equity and debt investors, and internal management board-team, while enhancing strategic relationships. Between July 1996 and March 2011,
Mr. Estigarribia served as a sell-side Equity Research Analyst at Citigroup. Mr. Estigarribia's responsibilities covered 70% of
the teams' total coverage for telecommunication services and media companies in Latin America. Mr. Estigarribia initiated and launched
the numerous reports within the wireless and media sectors between 2000 and 2003. Through these roles, Mr. Estigarribia has developed
and maintained relationships with top tier institutional investors. Mr. Estigarribia obtained his MBA degree in 1995 from NYU Stern School
of Business and his BS in Economics from Binghamton University, State University of New York.

 Nick
He has been a member of our board of directors since November 17, 2021. Since January 2017, Mr. He has been the Founder and the Chief
Executive Officer of GPS Renting, a privately held real estate investment firm with brokerage and property management services which
brings cutting-edge mobile technology, strategic planning, and extensive real estate experience to serve clients. Between April 2012
and November 2016, Mr. He started as a strategy and product planer and became the senior program manager lead when he left Microsoft.
Mr. He was responsible for product strategies, including, but not limited to Market opportunity & Business Plan, Growth strategy,
Turnaround Strategy at Microsoft. Between May 2008 and September 2008, Mr. He served as summer associate consultant at McKinsey &
Co. where Mr. He led the Financial Analysis and Planning project which analysis of technology spending and recommended a 5-year investment
strategy. Mr. He obtained his MBA degree focusing on strategy and marketing in 2009 from Duke University Fuqua School of Business.

 Rushi
Trivedi, PhD has been a member of our board of directors since November 17, 2021. Since 2019, Dr. Trivedi has been founder of RepliGene
Life Sciences, a company that specializes in the production of Cell and Gene Therapy adducts. Dr. Trivedi focuses on unmet clinical needs
and assists in bringing the next generation Cell and Gene Therapies to the market. Between June 2015 and April 2019, Dr. Trivedi served
as strategy consultant at McKinsey & Company where Dr. Trivedi gained extensive experience in M&A, business development, due
diligence, portfolio management and asset integration while drawing heavily from his background in oncology and drug development to serve
clients in these topics across pharma, medical technology tech, and private equity. Dr. Trivedi has published widely in leading peer-reviewed
journals. Dr. Trivedi obtained his Doctor of Philosophy in Biochemistry and Molecular Biology from Stowers Institute of Medical Research
and University of Kansas Medical Center in 2015, and his MS in Medicinal and Pharmaceutical Chemistry from University of Kansas in 2009,
and his BS in Pharmaceutical Sciences from Purdue University in 2007.

 Dr.
Romain Guerel has been a member of our board of directors since November 17, 2021. Since March 2020, Dr. Guerel is the founder and CEO
of MSolution Consulting. The consulting company provides project management consultancy for European and North American companies. Starting
March 2019, Dr. Guerel has been elected as an executive board member of a French International School where he has in charge with other
7 board members of all administrative and strategic decisions on behalf of the parent's committee. From September 2012 to February
2020, Dr. Guerel worked as a director for Century 3 Project Management Company where he was in charge on multiple management projects
for Fortune 500 companies. From 2001 to 2012, Dr. Guerel was the co-founder and Managing Director of Capital Resources where he was in
charge of raising funds for high-end real estate projects. Dr. Guerel obtained his Doctor of Philosophy in Management from HKUST Business
School in 2011, and has Master of Laws degrees in Commercial French law and International law from the Law School of Nice Sophia Antipolis.

 Number,
terms of office and appointment of officers and directors

 Our board of directors is divided into three classes with only one class of directors being elected in each year and each class serving
a three-year term. The term of office of the first class of directors will expire at our first annual meeting of stockholders. The term
of office of the second class of directors, will expire at the second annual meeting. The term of office of the third class of directors,
will expire at our third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our
initial business combination.

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

 Executive

 No executive officer has received
any cash compensation for services rendered to us. Commencing on the date of our IPO prospectus through the completion of our initial
business combination with a target business, we will pay to Arisz Investment LLC, a fee of $10,000 per month for providing us with office
space and certain office and secretarial services. However, pursuant to the terms of such agreement, our sponsor agreed to defer the payment
of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation
of our initial business combination. Other than the $10,000 per month administrative fee, no compensation or fees of any kind, including
finder's fees, consulting fees and other similar fees, will be paid to our insiders or any of the members of our management team,
for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction
that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities
on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business
combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their
operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses
exceed the available proceeds not deposited in the Trust Account and the interest income earned on the amounts held in the trust account,
such expenses would not be reimbursed by us unless we consummate an initial business combination.

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

independence

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

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

 Audit
Committee

 Effective
as of the date of our IPO prospectus, we established an audit committee of the board of directors, which consists of Rushi Trivedi, Romain
Guerel and Nick He, each of whom is an independent director. Nick He serves as chairman of the audit committee.

 The
audit committee's duties, which are specified in our Audit Committee Charter, include, but are not limited to:

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

 discussing
 with management and the independent registered public accounting firm significant financial reporting issues and judgments made in
 connection with the preparation of our financial statements;

 discussing
 with management major risk assessment and risk management policies;

 monitoring
 the independence of the independent registered public accounting firm;

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

 and approving all related-party transactions;

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

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

 appointing
 or replacing the independent registered public accounting firm;

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

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

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

 Financial
Experts on Audit Committee

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

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

Committee

 Effective
as of the date of our IPO prospectus, we established a compensation committee of the board of directors consisting of Rushi Trivedi,
Romain Guerel and Nick He, each of whom is an independent director. Rushi Trivedi serves as chairman of the compensation committee.

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

 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;

 and approving the compensation of all of our other executive officers and reviewing and making recommendations with respect to all
 non-executive officer compensation;

 our executive compensation policies and plans;

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

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

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

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

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

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

nominations

 We
do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required
to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may
recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors
can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing
nominating committee. Rushi Trivedi, Romain Guerel and Nick He will participate in the consideration and recommendation of director nominees.
In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee,
we do not have a nominating committee charter in place.

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

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

 No director will receive cash
compensation for serving on our board. Prior to the closing of the offering, the Sponsor transferred an aggregate of 57,500 insider shares
to the directors.

Committee Interlocks and Insider Participation

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

 Code
of ethics

 Effective
upon consummation of our IPO, we adopted a code of ethics that applies to all of our executive officers, directors and employees. The
code of ethics codifies the business and ethical principles that govern all aspects of our business.

 Conflicts
of interest

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

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

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

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

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

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

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

 the
 corporation could financially undertake the opportunity;

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

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

 Accordingly,
as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business
opportunities meeting the above-listed criteria to multiple entities. Furthermore, our certificate of incorporation provides that the
doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application
of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts
of interest which may arise from multiple affiliations, our officers and directors (other than our independent directors) have agreed
to present to us for our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target
business, until the earlier of: (1) our consummation of an initial business combination and (2) February 22, 2024 (unless such date is
further extended by a shareholder vote in accordance with our governing documents). This agreement is, however, subject to any pre-existing
fiduciary and contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them
becomes aware of a business combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary or
contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity
to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the pre-existing fiduciary
duties or contractual obligations of our officers and directors will materially undermine our ability to complete our business combination
because in most cases the affiliated companies are closely held entities controlled by the officer or director or the nature of the affiliated
company's business is such that it is unlikely that a conflict will arise.

 Section
16(a) Beneficial Ownership Reporting Compliance

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

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

 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

 Other
than the $10,000 per month administrative fee paid to the Arisz Investments LLC, our Sponsor, over which Echo Hindle-Yang is the managing
member, no executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including any
finder's fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers
or directors or any affiliate of our Sponsor, officers or directors, prior to, or in connection with any services rendered in order to
effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals
will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential
target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis
all payments that were made to our Sponsor, officers or directors or our or their affiliates. Any such payments prior to an initial business
combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we
do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for
their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

Committee Interlocks and Insider Participation

 None
of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one
or more officers serving on our board of directors.

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

 The following table sets
forth as of December 18, 2023 the number of shares of common stock beneficially owned by (i) each person who is known by us to be
the beneficial owner of more than five percent of our issued and outstanding shares of common stock (ii) each of our officers and
directors; and (iii) all of our officers and directors as a group. As of December 18, 2023, we had 5,155,754 shares of common stock,
issued and outstanding.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common
stock issuable upon exercise of the warrants or conversion of rights, as the warrants are not exercisable, and the rights are not convertible
within 60 days of December 18, 2023.

 Name and Address of Beneficial Owner (1)

 Number of

Shares

Beneficially

Owned (2)(3)

 Percentage of

Outstanding

Shares

 Echo Hindle-Yang(4)

 1,786,683

 34.7

 %

 Marc Estigarribia

 10,000

 *

 %

 Rushi Trivedi

 2,500

 *

 %

 Romain Guerel

 2,500

 *

 %

 Nick He

 2,500

 *

 %

 All officers and directors as a group

 1,804,183

 35.0

 %

 (5 individuals)

 Arisz Investment LLC(5)

 1,746,683

 33.9

 %

 *

 Less
 than one percent.

 (1)

 Unless
 otherwise indicated, the business address of each of the following entities or individuals is C/O MSQ Ventures, 12 E 49th St, 17th
 floor, New York, NY 10017.

 (2)

 Interests
 shown consist solely of insider shares, classified as shares of common stock. Reflects the transfer of an aggregate of 57,500 insider
 shares to the directors by the Sponsor prior to the consummation of the offering.

 (3)

 Does
 not include beneficial ownership of any shares of common stock underlying outstanding private rights, private warrants, and the Unit
 Purchase Option as such shares are not issuable within 60 days of the date of this report

 (4)

 Consists
 of (i) 40,000 shares of Common Stock held by Echo Hindle-Yang, (ii) 207,389 shares of Common Stock underlying the private placement
 units held directly by Arisz Investment LLC, and (iii) 1,539,294 shares of Common Stock held by Arisz Investment LLC (of which
 76,142 shares were sold by Arisz Investment LLC in connection with the company's initial business combination but have not
 been transferred as of the date hereof). Ms. Hindle-Yang is the manager of Arisz Investment LLC and has voting and dispositive control
 over the shares of Common Stock held by Arisz Investment LLC over which Echo Hindle-Yang has voting and dispositive power. Ms.
 Hindle-Yang disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest therein.

 (5)

 Consists
 of (i) 207,389 shares of Common Stock underlying the private placement units held directly by Arisz Investment LLC and (ii)
 1,539,294 shares of Common Stock held directly by Arisz Investment LLC (of which 76,142 shares were sold by Arisz Investment LLC in
 connection with the company's initial business combination but have not been transferred as of the date hereof). Echo Hindle-Yang is the manager of
 Arisz Investment LLC and therefore has voting and dispositive control over the shares of Common Stock and Common Stock held by Arisz
 Investment LLC. Our Chairman and Chief Executive Officer has voting and dispositive power over the shares owned by Arisz Investment
 LLC.

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

 Founder
Shares

 On
August 5, 2021, our Sponsor purchased 1,437,500 founder shares for an aggregate purchase price of $25,000. On October 29, 2021, we effected
a 1.2-for-1.0 stock split of our common stock, resulting in our sponsor holding an aggregate of 1,725,000 insider shares. The number
of founder shares issued was determined based on the expectation that such founder shares would represent approximately 20% of the outstanding
shares upon completion of our IPO (excluding the shares of common stock issued to the representative or its designees, the placement
units and securities underlying the placement units and assuming the initial stockholders do not purchase units in the IPO). As of September
30, 2023, the Sponsor owned 1,943,889 shares of common stock. As the underwriters' over-allotment option has been exercised in
full, none of the shares of Common Stock held by the Sponsor are subject to forfeiture.

 The
initial stockholders have agreed not to transfer, assign or sell any of their founder shares (or shares of common stock issuable upon
conversion thereof) until the earlier to occur of: (A) six months after the completion of the initial Business Combination and (B) subsequent
to the initial Business Combination, if the reported last sale price of the common stock equals or exceeds $12.50 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing after the initial Business Combination.

 Promissory
Note - Related Party

 On
August 5, 2021, the Sponsor issued to us an unsecured promissory note, pursuant to which we may borrow up to an aggregate principal amount
of $300,000, to be used for payment of costs related to the Initial Public Offering. The note was non-interest bearing and payable on
the earlier of the consummation of the Initial Public Offering or the date on which we determine not to proceed with the Initial Public
Offering. Concurrently with the IPO, the Company repaid the outstanding balance of $105,000 to the Sponsor.

 Related
Party Loans

 In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or our officers
and directors may, but are not obligated to, loan us funds as may be required (" Working Capital Loans "). Such Working
Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without
interest, or, at the lender's discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination
into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, we may use a
portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would
be used to repay the Working Capital Loans. As of September 30, 2023, there was no amount outstanding under any Working Capital Loan.

 Administrative
Services Arrangement

 Our
financial advisor has agreed, commencing from the date that our securities are first listed on NASDAQ through the earlier of our consummation
of a Business Combination and its liquidation, to make available to us certain general and administrative services, including office
space, utilities and administrative services, as we may require from time to time. We have agreed to pay the Sponsor $10,000 per month
for these services.

 General

 Our
Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in
connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business
combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors
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.

 Other
than the payment to our Sponsor of $10,000 per month for office space, utilities and secretarial and administrative support, 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 effectuate the consummation of an initial
business combination.

 Related
Party Policy

 Our
Code of Ethics, which we adopted on November 17, 2021, requires us to avoid, wherever possible, all related party transactions that could
result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee).
Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000
in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for
election as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred
to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director
or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has
interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if
a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

 In
addition, our audit committee, pursuant to a written charter that we adopted on November 17, 2021, is responsible for reviewing and approving
related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the
audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A
majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all
of the members of the audit committee will be required to approve a related party transaction. A form of the audit committee charter
that we adopted on November 17, 2021, is filed as an exhibit to the registration statement of which our IPO prospectus is a part. 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 Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination
is fair to our company from a financial point of view. Furthermore, no finder's fees, reimbursements, consulting fee, monies in
respect of any payment of a loan or other compensation will be paid by us to our Sponsor, officers or directors or any affiliate of our
Sponsor, officers or directors prior to, for services rendered to us prior to, or in connection with any services rendered in order to
effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following
payments will be made to our Sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds
of our public offering held in the trust account prior to the completion of our initial business combination:

 Repayment
 of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses;

 Payment
 to our financial advisor of $10,000 per month for office space, utilities and secretarial and administrative support;

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

 Repayment
 of non-interest bearing loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors
 to finance transaction costs in connection with an intended initial business combination, the terms of which (other than as described
 above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans
 may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business
 combination. The units would be identical to the placement units.

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

Independence

 Nasdaq
listing standards require that a majority of our board of directors be independent. For a description of the director independence, see
"- Part III, Item 10 - Directors, Executive Officers and Corporate Governance".

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

 Audit
Fees. Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services
that are normally provided by Marcum in connection with regulatory filings. The aggregate fees of Marcum for professional services rendered
for the audit of our annual financial statements, review of the financial information included in our Forms 8-K for the respective periods
and other required filings with the SEC totaled $100,950 and $85,000 for the year ended September 30, 2023 and 2022, respectively. The
above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

 Audit-Related
Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the
audit or review of our financial statements and are not reported under "Audit Fees." These services include attest services
that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not
pay Marcum for any audit-related fees for the years ended September 30, 2023 and 2022.

 Tax
Fees. We did not pay Marcum for tax return services, planning and tax advice for the years ended September 30, 2023 and 2022.

 All
Other Fees. We did not pay Marcum for any other services for the years ended September 30, 2023 and 2022.

 Pre-Approval
Policy

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

 part
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)

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

 (1)

 Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Equity(Deficit)

 Statements of Cash Flows

 Notes to Financial Statements

 (2)

 Financial Statement Schedules:

 None.

 (3)

 Exhibits

 The
following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC's
website at sec.gov.

 Exhibit No.

 Description

 1.1

 Underwriting Agreement, Dated November 17, 2021, by and between the Registrant and Chardan Capital Markets, LLC as representative of the several underwriters (incorporated by reference to Exhibit 1.1 filed with the Form 8-K filed by the Registrant on November 23, 2021).

 3.1

 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on November 23, 2021).

 3.2

 Form of Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 filed with the Form S-1/A filed by the Registrant on August 12, 2021).

 3.3

 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant
 on November 23, 2021) as
 amended by Amendment to the Amended and Restated Certificate of Incorporation of Arisz Acquisition Corp. (incorporated by
 reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on May 15, 2023).

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Registrant on November 12, 2021).

 4.2

 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1/A filed by the Registrant on November 12, 2021).

 4.3

 Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1/A filed by the Registrant on November 12, 2021).

 4.4

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.4 filed with the Form S-1/A filed by the Registrant on November 12, 2021).

 4.5

 Warrant Agreement, dated November 17, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.2 filed with the Form 8-K filed by the Registrant on November 23, 2021).

 4.6

 Rights Agreement, dated November 17, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on November 23, 2021).

 4.7

 Unit Purchase Option, dated November 17, 2021, issued by the Registrant to Chardan Capital Markets, LLC (incorporated by reference to Exhibit 4.3 filed with the Form 8-K filed by the Registrant on November 23, 2021).

 4.8*

 Description of Securities

 10.1

 Letter Agreement, dated November 17, 2021, by and among the Registrant, its officers and directors, and certain other stockholders party thereto (incorporated by reference to Exhibit 10.1.1 filed with the Form 8-K filed by the Registrant on November 23, 2021).

 10.1

 Letter Agreement, dated November 17, 2021, by and among the Registrant and the Sponsor (incorporated by reference to Exhibit 10.1.2 filed with the Form 8-K filed by the Registrant on November 23, 2021).

 10.2

 Subscription Agreement, dated November 17, 2021, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Registrant on November 23 2021).

 10.3

 Subscription Agreement, dated November 17, 2021, by and between the Registrant and Chardan Capital Markets LLC(incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on November 23, 2021).

 10.4

 Investment Management Trust Agreement, dated November 17, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on November 23, 2021).

 10.5

 Stock Escrow Agreement, dated November 17, 2021, by and among the Registrant, Continental Stock Transfer & Trust Company and the initial stockholders of the Company (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on November 23, 2021).

 10.6

 Registration Rights Agreement, dated November 17, 2021, by and among the Registrant, the Sponsor, and certain other stockholders party thereto (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on November 23, 2021).

 10.7

 Administrative
Support Agreement, dated November 17, 2021, by and between the Registrant and Arisz LP, LLC (incorporated by reference to Exhibit 10.8
filed with the Form 8-K filed by the Registrant on J November 23, 2021).

 10.8

 Form of Indemnity Agreement, dated November 17, 2021, by and between the Registrant and each of its officers and directors (incorporated by reference to Exhibit 10.7 filed with the Form 8-K filed by the Registrant on November 23, 2021).

 10.9

 Agreement and Plan of Merger dated as of January 21, 2022, by and between the Registrant and Finfront Holding Company (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on January 26, 2022).

 10.10

 Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on January 26, 2022).

 10.11

 Sponsor Support Agreement dated January 21, 2022, by and among the Registrant, Finfront Holding Company and certain stockholders (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on January 26, 2022).

 10.12

 Company Shareholder Support Agreement dated January 21, 2022 by and among Finfront Holding Company, the Registrant and certain stockholders (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on January 26, 2022).

 10.13

 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on January 26, 2022).

 10.14

 Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Registrant on January 26, 2022).

 10.15

 Amended and Restated Subscription Agreements, by and between the Registrant and Arisz Investment LLC and by and between the Registrant and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on January 26, 2022).

 10.16

 Amendment to Agreement and Plan of Merger dated April 4, 2022 by and between the Registrant and Finfront Holding Company(incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on April 5, 2022).

 10.17

 Joinder Agreement, dated as of April 4, 2022, by and among the Registrant, Finfront Holding Company, Bitfufu Inc. and Boundary Holding Company (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on April 5, 2022).

 10.18

 Amendment No. 2 to Agreement and Plan of Merger dated October 10, 2022 by and between the Registrant and Finfront Holding Company (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on October 14, 2022).

 10.19

 Promissory Note dated October 10, 2022, from the Registrant to Finfront Holding Company (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on October 14, 2022).

 10.20

 Backstop Agreement, dated as of October 13, 2022 by and among the Registrant, Finfront Holding Company, Bitfufu Inc. and Arisz Investment LLC, Exhibit 10.2 (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on October 14, 2022).

 10.21

 Amendment No. 3 to Merger Agreement dated April 24, 2023 by and between Arisz and Finfront Holding Company (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on May 5, 2023).

 10.22

 Amendment No. 4 to Merger Agreement dated July 28, 2023 by and between Arisz and Finfront Holding Company (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on August 3, 2023).

 10.23

 Amended and Restated Promissory Note (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on August 3, 2023).

 10.24

 Amendment to the Investment Management Trust Agreement (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on May 15, 2023).

 14.1

 Form of Code of Ethics (incorporated by reference to Exhibit 14 filed with the Registration Statement on Form S-1/A filed by the Registrant on November 12, 2021)

 21.1^

 List
 of Subsidiaries

 31.1*

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32*

 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1*

 Arisz Acquisition Corp. Clawback Policy

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 *

 Filed
 herewith.

 ^

 Not
 applicable

 SIGNATURES

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

 ARISZ

 Dated:
 December 18, 2023

 By:

 /s/
 Fang Hindle-Yang

 Name:

 Fang
 Hindle-Yang

 Title:

 Chief
 Executive Officer and Chairman

 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.

 Signature

 Title

 Date

 /s/
 Fang Hindle-Yang

 Chief
 Executive Officer and Chairman

 Fang
 Hindle-Yang

 (Principal
 Executive Officer)

 /s/
 Marc Estigarribia

 Chief
 Financial Officer

 Marc
 Estigarribia

 (Principal
 Accounting and Financial Officer)

 /s/
 Romain Guerel

 Romain
 Guerel

 /s/
 Rushi Trivedi

 Rushi
 Trivedi

 /s/
 Nick He

 Nick
He

 ARISZ

TO FINANCIAL STATEMENTS

 Page(s)

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

 Financial Statements:

 Balance
Sheets

 Statements
of Operations

 Statements of Changes in Stockholders' Equity(Deficit)

 Statements
of Cash Flows

 Notes to Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Stockholders and Board of Directors
of Arisz Acquisition Corp.

 Opinion on the Financial Statements

 We have audited the accompanying balance
sheets of Arisz Acquisition Corp. (the "Company") as of September 30, 2023 and 2022, the related statements of
operations, change in stockholders' equity (deficit) and cash flows for each of the two years in the period ended September
30, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and
the results of its operations and its cash flows for each of the two years in the period ended September 30, 2023, in conformity
with accounting principles generally accepted in the United States of America.

 Restatement of the 2022 Financial Statements

 As discussed in Note 2 to the financial statements, the accompanying
financial statements as of September 30, 2022 and for the year then have been restated.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the
Company has a significant working capital deficiency, has incurred significant costs and needs to raise additional funds to meet its obligations
and sustain its operations. Additionally, the Company's business plan is dependent on the completion of a business combination.
These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

 Basis for Opinion

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

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

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

 /s/ Marcum llp

 Marcum llp

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

 East Hanover, NJ

December 18, 2023

 F- 2

 ARISZ

 BALANCE
SHEETS

 2023

 2022

 Cash

 $
 215,059

 $

 21,896

 16,836

 236,955

 190,625

 $
 34,344,418

 $
 69,608,700

 $
 324,851

 $
 103,063

 Interest payable to Bitfufu

 51,229

 —

 20,000

 162,383

 Excise tax payable

 391,931

 —

 Promissory note – Bitfufu

 2,380,000

 —

 3,330,394

 226,488

 5,917,894

 2,813,988

 Commitments and Contingencies (Note 7)

 Common stock subject to possible redemption, 3,154,365 shares and 6,900,000 shares at redemption value of $ 10.81 per share and $ 10.06 per share as of September 30, 2023 and 2022, respectively

 Common stock, $ 0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (1) (excluding 3,154,365 shares and 6,900,000 shares subject to possible redemption at September 30, 2023 and 2022, respectively) issued and outstanding

 ( 5,681,139
)

 ( 2,623,563
)

 Total Stockholders' Deficit

 ( 5,680,939
)

 ( 2,623,363
)

 Total Liabilities, Temporary Equity, and Stockholders' Deficit

 $
 34,344,418

 $
 69,608,700

 (1)
 Shares were retroactively restated to reflect a 1.2-for-1.0
stock split occurred in October 2021.

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

 F- 3

 ARISZ

 STATEMENTS
OF OPERATIONS

 Ended
 September 30, 2023

 Ended
 2022 (Restated)

 $
 585,514

 $
 544,157

 40,000

 53,194

 ( 625,514
)

 ( 597,351
)

 2,386,358

 418,075

 Other expense:

 Interest on Bitfufu loan

 51,229

 —

 1,709,615

 ( 179,276
)

 Income tax expense

 492,735

 Net income (loss)

 $

 $
)

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

 5,432,532

 5,893,151

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

 $
 0.36

 0.58

 Basic and diluted weighted average shares outstanding, non-redeemable common stock

 1,961,132

 $
 ( 0.36
)

 $
 ( 1.89
)

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

 F- 4

 ARISZ

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 For
the Year Ended September 30, 2023

 Additional

 Total

 Common Stock

 Paid-in

 Accumulated

 Stockholders'

 Shares (1)

 Amount

 Capital

 Deficit

 Deficit

 Balance as of September 30, 2022 (As restated)

 $

 $
 —

 $
 ( 2,623,563

)

 $
 ( 2,623,363
)

 Additional deposits to Trust Account for extension

 —

 —

 —

 ( 1,980,000
)

 ( 1,980,000
)

 —

 —

 —

 ( 2,386,358
)

 ( 2,386,358
)

 Reimbursement from Trust for franchise and income taxes

 483,833

 483,833

 Excise tax imposed on common stock redemptions

 ( 391,931
)

 ( 391,931
)

 Net income

 —

 —

 —

 Balance as of September 30, 2023

 $

 $
 —

 $
 ( 5,681,139
)

 $
 ( 5,680,939
)

 For
the Year Ended September 30, 2022 (Restated)

 Common stock

 Additional
 Paid-in

 Accumulated

 Total
 Stockholders'

Equity

 Shares (1)

 Amount

 Capital

 Deficit

(Deficit)

 Balance as of September 30, 2021

 1,725,000

 $

 $
 24,828

 $
 ( 490
)

 $
 24,510

 Sale of public units in initial public offering

 68,999,310

 —

 Sale of private placement units

 276,389

 2,763,858

 —

 2,763,886

 Sale of unit purchase option to underwriter

 —

 —

 —

 Underwriter commissions

 —

 —

 ( 4,312,500
)

 —

 ( 4,312,500
)

 Offering costs

 —

 —

 ( 425,383
)

 —

 ( 425,383
)

 Reclassification of common stock subject to redemption

 ( 6,900,000
)

 ( 690
)

 ( 59,614,295
)

 —

 ( 59,614,985
)

 Allocation of offering costs to common stock subject to redemption

 —

 —

 4,760,749

 —

 4,760,749

 —

 —

 ( 12,196,667
)

 ( 2,367,172
)

 ( 14,563,839
)

 Net loss

 —

 —

 —

)

)

 Balance as of September 30, 2022

 $

 $
 —

 $
 ( 2,623,563
)

 $
 ( 2,623,363
)

 (1)
 Shares were retroactively restated to reflect a 1.2-for-1.0
stock split occurred in October 2021.

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

 F- 5

 ARISZ

STATEMENTS OF CASH FLOWS

 Ended
 2023

 Ended
 2022

 Net income (loss)

 $

 $
)

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

 ( 2,386,358
)

 ( 418,075
)

 ( 5,059
)

 ( 16,836
)

 221,787

 82,573

 51,229

 —

 85,758

 ( 26,800
)

 ( 842,563
)

 ( 484,814
)

 Cash deposited in Trust Account for extension

 ( 1,980,000
)

 —

 Cash withdrawn from Trust Account to pay franchise tax and income taxes

 483,833

 —

 Cash withdrawn from Trust Account for public stockholder redemptions

 39,193,137

 —

 Purchase of investment held in Trust Account

 —

)

 Net cash provided by (used in) investing activities

 37,696,970

)

 Proceeds from sale of public units through public offering

 —

 Proceeds from sale of private placement units

 —

 2,763,886

 Proceeds from sale of unit purchase option

 —

 Proceeds from issuance of promissory note to Bitfufu

 2,380,000

 —

 Payment to redeemed public stockholders

 ( 39,193,137
)

 —

 Repayment of promissory note to related party

 —

 ( 105,000
)

 Payment of underwriters' commissions

 —

 ( 1,725,000
)

 Payment of deferred offering costs

 —

 ( 350,383
)

 Net cash provided by (used in) financing activities

 ( 36,813,137
)

 69,583,603

 41,270

 98,789

 Cash - Beginning of the Year

 75,000

 Cash - End of the Year

 $
 215,059

 $

 Initial classification of common stock subject to redemption

 $
 —

 $
 59,614,985

 Deferred underwriting fee

 $
 —

 $

 $
 3,882,526

 $
 14,563,839

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

 F- 6

 ARISZ

 NOTES
TO FINANCIAL STATEMENTS

 Note
1 — Organization and Business Operation

 Arisz Acquisition Corp. ("Arisz" or the "Company")
is a blank check company incorporated as a Delaware corporation on July 21, 2021. The Company was formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
or entities ("Business Combination"). The Company has selected September 30 as its fiscal year end.

 As
of September 30, 2023, the Company had not commenced any operations. All activities through September 30, 2023 have been limited to organizational
activities as well as activities related to the Initial Public Offering ("IPO" as defined below in Note 3). The Company will
not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income from the proceeds derived from the IPO.

 The
Company's sponsor is Arisz Investments LLC (the "Sponsor"), a Delaware limited liability company affiliated with the
Company's Chairman and Chief Executive Officer.

 On
January 21, 2022, Arisz entered into a merger agreement with Finfront Holding Company, a Cayman Islands exempted company (the "BitFuFu"),
pursuant to which (a) Arisz agreed to form BitFuFu Inc., a Cayman Islands exempted company, as its wholly owned subsidiary ("Purchaser"
or "PubCo"), (b) Purchaser would form Boundary Holding Company, a Cayman Islands exempted company, as its wholly owned subsidiary
("Merger Sub"), (c) Arisz will be merged with and into Purchaser (the "Redomestication Merger"), with Purchaser
surviving the Redomestication Merger, and (d) Merger Sub will be merged with and into BitFuFu (the "Acquisition Merger"),
with the Company surviving the Acquisition Merger as a direct, wholly owned subsidiary of Purchaser (collectively, the "Business
Combination"). Following the Business Combination, Purchaser will be a publicly traded company listed on a stock exchange in the
United States. On April 4, 2022, each of Arisz and BitFuFu entered into that certain Amendment to the Merger Agreement pursuant
to which, among other things, the parties clarified certain Cayman Island corporate law matters by mutual agreement.

 On July 14, 2022, each of Arisz, BitFuFu, the Purchaser and Arisz's
Sponsor (along with any assignee of Arisz's Sponsor, the "Buyer") entered into a backstop agreement (the "Backstop
Agreement") whereby, in connection with the Business Combination, the Buyer has agreed to subscribe for and purchase no less than
US$ 1.25 million worth of shares of Arisz common stock par value $ 0.0001 per share or Purchaser's Class A ordinary shares.

 On
October 10, 2022, Arisz and BitFuFu entered into an amendment to the Merger Agreement to provide, among other things: 1) for a loan from
BitFuFu to Arisz in the amount of $ 2,220,000 (the "Loan") for the purpose of funding Arisz's extension of the time
to consummate a business combination and for working capital purposes, and 2) remove all existing restrictions on 400,000 Insider Shares
that are currently subject to transfer restrictions, so that such shares are freely tradeable upon the Closing. The Loan will be funded
in three equal installments of $ 740,000 on each of October 26, 2022, January 26, 2023 and April 26, 2023, and 3) extend the Outside Date
to August 1, 2023.

 On
October 10, 2022, Arisz issued an unsecured promissory note to BitFuFu for the amount of the Loan at an interest rate of 3.5 % per annum
and is due on October 26, 2023. Arisz may elect to issue a number of unregistered shares of its common stock, valued for these purposes
at $ 10.00 per share, the aggregate value of which shall be equal to the outstanding principal amount of the Loan.

 On
October 13, 2022, the parties to the Backstop Agreement entered into a new backstop agreement substantially on the same terms as the
Backstop Agreement with the only substantive additional terms being that: 1) the subscription amount is $ 2.0 million worth of shares
and 2) the termination date is the earlier of: (i) the date agreed by the parties thereto in writing and (ii) the date that the Merger
Agreement is terminated, on its terms.

 On
October 24, 2022, Arisz received $ 740,000, the first installment of the Loan, from BitFuFu.

 On
November 9, 2022, Arisz deposited $ 690,000 into the Trust Account (representing $ 0.10 per each share of redeemable common stock) to extend
the time for Arisz to complete the Business Combination by three months until February 22, 2023.

 On
January 20, 2023, Arisz received $ 740,000, the second installment of the Loan, from BitFuFu.

 On
February 7, 2023, the Company notified the trustee of its intent to extend the time available to the Company to consummate a business
combination from February 22, 2023 to May 22, 2023 (the "Extension"). The Extension is the second of up to two three-month
extensions permitted under Arisz's governing documents.

 F- 7

 On
February 9, 2023, Arisz deposited $ 690,000 into the Trust Account (representing $ 0.10 per each share of redeemable common stock) to extend
the time for Arisz to complete the Business Combination by three months until May 22, 2023.

 On
April 19, 2023, Arisz filed with the SEC, and mailed to its stockholders of record as of April 6, 2023, a notice of meeting, proxy statement
and proxy card, with respect to a special meeting of Arisz stockholders to be held on May 11, 2023, and which included proposals to amend
Arisz's charter in order to extend the time it has to complete its initial business combination up to nine (9) times with each
extension allowing for an additional one (1) month period from May 22, 2023 to February 22, 2024, provided that Arisz contributes to
the Trust Account $ 120,000 for each one-month extension, paid on a month-to-month and as-needed basis.

 On
April 24, 2023, Arisz and BitFuFu entered into Amendment No. 3 to the Merger Agreement to provide, among other things: 1) to reduce the
amount of the Loan from $ 2,220,000 to $ 1,930,000 for the purpose of funding Arisz's extension of the time to consummate a business
combination and for working capital purposes and 2) that the third installment of the loan will be in the amount of $ 450,000.

 On
April 25, 2023, Arisz received $ 450,000, the third installment of the Loan, from BitFuFu.

 On
May 11, 2023, Arisz held a special meeting of stockholders to consider, among other things, proposals to amend Arisz's charter
in order to extend the time it has to complete its initial business combination up to nine (9) times with each extension allowing for
an additional one (1) month period from May 22, 2023 to February 22, 2024, provided that Arisz contributes to the Trust Account $ 120,000
for each one-month extension, paid on a month-to-month and as-needed basis. At the special meeting, the requisite number of stockholders
voted in favor of these proposals. Accordingly, in connection with the first one (1) month period extension, the Sponsor will deposit
$ 120,000 into Arisz's trust account prior to May 22, 2023, on behalf of Arisz.

 In connection with the special meeting, 3,745,635 shares of common
stock were tendered for redemption. As a result, approximately $ 39.18 million (approximately $ 10.46 per share) will be removed from the
Company's trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation
of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions, the Company has 5,155,754
shares of common stock outstanding, and approximately $ 33.02 million remained in the Company's Trust Account.

 In connection with the special meeting, in each of May, June, July,
August, September, October, November and December 2023, Arisz timely deposited $ 120,000 into Arisz's trust account, thereby extending
the date by which an initial business combination may be consummated. As such, Arisz has until January 22, 2024 to consummate its initial
business combination, unless the Sponsor elects to further extend, to as late as February 22, 2024.

 On
July 28, 2023, Arisz and BitFuFu entered into Amendment No. 4 to the Merger Agreement ("Amendment No. 4") to provide, among
other things: (1) that the Outside Date for the completion of the Corporation's business combination, as defined therein be extended
from August 1, 2023 to November 17, 2024 and (2) for an amendment to the loan installment of $ 360,000 to be extended on each of August
2, 2023, November 2, 2023, February 2, 2024, May 2, 2024 and August 2, 2024) to be used to cover the extension costs, and the remaining
balance of each loan installment to be used for working capital. In accordance therewith, on July 28, 2023, Arisz and the Company amended
and restated the BitFuFu Note.

 Financing

 The registration statement for the Company's IPO became effective
on November 17, 2021. On November 22, 2021 the Company consummated the IPO of 6,000,000 units (which did not include the exercise of the
over-allotment option by the underwriters in the IPO) at an offering price of $ 10.00 per unit (the "Public Units'), generating
gross proceeds of $ 60,000,000. Simultaneously with the IPO, the Company sold to its Sponsor and Chardan Capital Markets LLC ("Chardan")
(and/or their designees) 253,889 units at $ 10.00 per unit (the "Private Units") in a private placement generating total gross
proceeds of $ 2,538,886, which is described in Note 4.

 Concurrently,
the Company repaid $ 105,000 to the Sponsor, under related party loan evidenced by promissory note issued on August 5, 2021.

 The
Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any. On November
24, 2021, the underwriters fully exercised the over-allotment option and purchased 900,000 units (the "Over-allotment Units")
at a price of $ 10.00 per Unit, generating gross proceeds of $ 9,000,000. Upon the closing of the Over-allotment on November 24, 2021,
the Company consummated the sale of additional 22,500 Private Units (the "Additional Private Units") with the Sponsor and
Chardan at a price of $ 10.00 per Private Unit, generating total proceeds of $ 225,000.

 Transaction
costs amounted to $ 5,587,733, consisting of $ 1,725,000 of underwriting fees, $ 2,587,500 of deferred underwriting fees (payable only upon
completion of a Business Combination) and $ 1,275,233 of other offering costs.

 F- 8

 Trust
Account

 Upon
closing of the IPO, the Private Units, the sale of the Over-allotment Units and the sale of the Additional Private Units, a total of
$ 69,000,000 ($ 10.00 per Unit) was placed in a U.S.-based trust account (the "Trust Account") with Continental Stock
Transfer & Trust acting as trustee and can be invested only in U.S. government treasury bills with a maturity of 180 days or
less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in
direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial
Business Combination and the liquidation due to the Company's failure to complete a Business Combination within the applicable
period of time. The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors, if
any, which could have priority over the claims of the Company's public stockholders. In addition, interest income earned on
the funds in the Trust account may be released to the Company to pay its income or other tax obligations. With these exceptions,
expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private
placement not held in the Trust Account.

 Business
Combination

 Pursuant
to NASDAQ listing rules, the Company's initial Business Combination must occur with one or more target businesses having an aggregate
fair market value equal to at least 80 % of the value of the funds in the Trust account (excluding any taxes payable on the income earned
on the Trust account), which the Company refers to as the 80 % test, at the time of the execution of a definitive agreement for its initial
business combination, although the Company may structure a business combination with one or more target businesses whose fair market
value significantly exceeds 80 % of the trust account balance. If the Company is no longer listed on NASDAQ, it will not be required to
satisfy the 80% test.

 The public shares subject to redemption will be recorded at a redemption
value and classified as temporary equity upon the completion of the IPO in accordance with the Accounting Standards Codification ("ASC")
Topic 480 "Distinguishing Liabilities from Equity." In such case, the Company will proceed with a Business Combination 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 shares voted are voted in favor of the Business Combination. If a stockholder vote is not required
by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its
Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation"), conduct the redemptions
pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents
with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the
Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with
a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may
elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder
approval in connection with a Business Combination, the Company's Sponsor and any of the Company's officers or directors that
may hold Insider Shares (as defined in Note 5) (the "Initial Stockholders") and Chardan have agreed (a) to vote their Insider
Shares, Private Shares (as defined in Note 4) and any public shares purchased during or after the IPO in favor of approving a Business
Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell
the shares to the Company in any tender offer in connection with, a proposed Business Combination.

 The Company will provide its holders of the outstanding public shares
(the "Public Stockholders") with the opportunity to redeem all or a portion of their public shares upon the completion of
a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their public shares for
a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per public share, plus any pro rata interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations).
If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the 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 Securities
Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more
than an aggregate of 20 % or more of the public shares, without the prior consent of the Company.

 F- 9

 The Initial Stockholders and Chardan have agreed (a) to waive their
redemption rights with respect to the Insider Shares, Private Shares, Underwriter Shares and public shares held by them in connection
with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate
of Incorporation that would affect the substance or timing of the Company's obligation to redeem 100 % of its public shares if the
Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their
public shares in conjunction with any such amendment.

 The Company initially has 18 months from the closing of the IPO to
consummate a Business Combination. If the Company anticipates that it may not be able to consummate initial business combination within
18 months, the Company's insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business
combination up to nine (9) times with each extension allowing for an additional one (1) month period from May 22, 2023 to February 22,
2024 (the "Combination Period"). In connection with the special meeting, in each of May, June, July, August, September, October,
November and December 2023, Arisz timely deposited $ 120,000 into Arisz's trust account, thereby extending the business combination
period to January 22, 2024, unless the Sponsor elects to further extend, to as late as February 22, 2024.

 Liquidation

 If the Company is unable to complete a Business Combination within
the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less certain
amount 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 the Company's 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.

 The Sponsor and Chardan have agreed to waive their liquidation rights
with respect to the Insider Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period.
However, if the Sponsor or underwriters acquires public shares in or after the IPO, such public shares will be entitled to liquidating
distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters
have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company
does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other
funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than $ 10.00.

 In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $ 10.00 per Public Share, except as to
any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim
of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company's indemnity
of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not
be responsible to the extent of any liability for such third party claims.

 Liquidity
and Going Concern

 As of September 30, 2023, we had cash of $ 215,059 and a working capital
deficit of $ 2,911,056 (excluding income tax and franchise tax payable). In connection with the shareholder special meeting on May 11,
2023, in each of May, June, July, August, September, October, November and December 2023, the Company deposited $ 120,000 per deposit into
the Trust Account to extend the time for Arisz to complete the Business Combination until January 22, 2024. It is uncertain that the Company
will be able consummate a Business Combination by the extended date (or February 22, 2024 if the Sponsor elects to extend the consummation
deadline). Moreover, Arisz may need to obtain additional financing either to complete its Business Combination or because it becomes obligated
to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional
securities or incur debt in connection with such Business Combination. If a Business Combination is not consummated by February 22, 2024,
there will be a mandatory liquidation and subsequent dissolution.

 In
connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's
Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue
as a Going Concern," management has determined that if the Company is unable to complete a Business Combination by February 22,
2024, then the Company will cease all operations except for the purpose of liquidating. The date for liquidation and subsequent dissolution
as well as liquidity concerns raise substantial doubt about the Company's ability to continue as a going concern. No adjustments
have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate.

 F- 10

 Risks
and Uncertainties

 In February 2022, an armed conflict escalated
between Russia and Ukraine. The sanctions announced by the United States and other countries against Russia and Belarus following Russia's
invasion of Ukraine to date include restrictions on selling or importing goods, services, or technology in or from affected regions and
travel bans and asset freezes impacting connected individuals and political, military, business, and financial organizations in Russia
and Belarus. The United States and other countries could impose wider sanctions and take other actions should the conflict further escalate.
Separately, in October 2023, Israel and certain Iranian-backed Palestinian forces began an armed conflict in Israel, the Gaza Strip, and
surrounding areas, which threatens to spread to other Middle Eastern countries including Lebanon and Iran.

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

 Inflation
Reduction Act of 2022

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

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

 At this time, it has been determined that the
IR Act tax provisions would have an impact to the Company's fiscal 2023 tax provision as there were redemptions by the public stockholders
in May 2023; as a result, the Company recorded a $ 391,931 excise tax liability as of September 30, 2023. The Company will continue to
monitor for updates to the Company's business along with guidance issued with respect to the IR Act to determine whether any adjustments
are needed to the Company's tax provision in future periods.

 Note 2 — Restatement of Previously
Issued Financial Statements

 During the preparation of this Annual Report on Form 10-K, the Company
determined that it had not appropriately accounted for interest earned on investments held in Trust Account under accounting principles
generally accepted in the United States of America ("U.S. GAAP"). Interest income was recorded based on actual cash receipts
instead of on an accrual basis resulting in an understatement of Investments held in Trust Account in prior periods. Additionally, the
interest earned on investments held in Trust Account, income tax provision, net income(loss), income tax payable, common stock subject
to possible redemption and accumulated deficit accounts were misstated.

 In accordance with Staff Accounting Bulletin ("SAB") 99,
"Materiality", and SAB 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements", the Company evaluated the materiality of the errors from qualitative and quantitative perspectives,
individually and in aggregate, and concluded that the errors were material to the Financial Statements for the fiscal year ended September
30, 2022, and the quarters ended December 31, 2022, March 31, 2023, and June 30, 2023. Management restated the impacted financial statements
for the fiscal year ended September 30, 2022, and the quarter ended December 31, 2022, the quarter and six-months ending March 31, 2023,
and the quarter and nine-months ending June 30, 2023. Refer to Note 12 for restated annual and quarterly financial statements.

 Note
3 — Significant Accounting Policies

 Basis
of Presentation

 The accompanying audited financial statements are presented in U.S.
Dollars and in conformity the U.S. GAAP and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information
and footnotes required by the U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for
a fair presentation have been included.

 F- 11

 Emerging
Growth Company Status

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities
Act"), as modified by the Jumpstart Our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, 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 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

 In
preparing these financial statements in conformity with U.S. GAAP, the Company's management makes estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported expenses during the reporting period.

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

 Cash
and Cash Equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $ 215,059 and $ 173,789 in cash as of September 30, 2023 and September 30, 2022, respectively. The Company did not have
any cash equivalents for both fiscal years.

 Investments
held in Trust Account

 As of September 30, 2023 and 2022, the Company's
portfolio of investments is comprised of money market funds that invest in U.S. government securities.

 When the Company's investments held in the
Trust Account are comprised of money market funds, the investments are recognized at fair value. Investments in money market funds are
presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair
value of these securities is included in interest earned on investments held in the Trust Account in the accompanying statements of operations.

 Offering
Costs

 The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – "Expenses of Offering".
Offering costs $ 5,587,733 consisting primarily of underwriting, legal, accounting, registration and other expenses incurred through the
balance sheet date that are directly related to the IPO and charged to shareholders' equity upon the completion of the IPO.

 Warrants

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

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

 F- 12

 Common
Stock Subject to Possible Redemption

 The Company accounts for its common stock subject to possible
redemption in accordance with the guidance in ASC Topic 480, "Distinguishing Liabilities from Equity." Common stock subject
to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common
stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other
times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that
are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, shares
of common stock subject to possible redemption are presented at redemption value of $ 10.81 and $ 10.06 per share, as of September
30, 2023 and 2022, respectively, as temporary equity, outside of the stockholders' deficit 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 shares
of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid-in
capital is zero.

 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
and money market funds held in the Trust Account. The Company has not experienced losses on this account and management believes
the Company is not exposed to significant risks on such account.

 Fair
Value of Financial Instruments

 The
fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC 825, "Financial Instruments,"
approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

 Net
Income (Loss) per Share

 The Company complies with accounting and disclosure
requirements of FASB ASC 260, "Earnings Per Share". The statements of operations include a presentation of income (loss) per
redeemable share and income (loss) per non-redeemable share following the two-class method of income 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 shares and non-redeemable shares 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 shares. Any remeasurement of the accretion to redemption value
of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of September 30,
2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary
shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the
period presented.

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

 Ended
 2023

 Ended
 2022

 Net income (loss)

 $

 $

)

 Remeasurement of common stock to redemption value (1)

 ( 3,882,526

)

 ( 14,563,839

)

 Net loss including remeasurement of common stock to redemption value

 $

 ( 2,665,646

)

 $

 ( 14,819,740

)

 For the Year Ended
 2023

 Redeemable
 shares

 Non-redeemable
 shares

 Basic and diluted net income (loss) per share:

 Numerators:

 Allocation of net loss including remeasurement of common stock

 $
 ( 1,947,991
)

 $
 ( 717,655
)

 Remeasurement of common stock to redemption value (1)

 3,882,526

 —

 Allocation of net income (loss)

 $
 1,934,535

 $
 ( 717,655
)

 Denominators:

 Weighted-average shares outstanding

 5,432,532

 Basic and diluted net income (loss) per share

 $
 0.36

 $
 ( 0.36
)

 F- 13

 For the Year Ended
 2022 (Restated)

 Redeemable
 shares

 Non-redeemable
 shares

 Basic and diluted net income (loss) per share:

 Numerators:

 Allocation of net loss including remeasurement of common stock

 $
 ( 11,119,406
)

 $
 ( 3,700,334
)

 Remeasurement of common stock to redemption value (1)

 14,563,839

 —

 Allocation of net income (loss)

 $
 3,444,433

 $
 ( 3,700,334
)

 Denominators:

 Weighted-average shares outstanding

 5,893,151

 1,961,132

 Basic and diluted net income/(loss) per share

 $
 0.58

 $
 ( 1.89
)

 (1)
 The remeasurement amount includes funds deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account.

 Income
Taxes

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

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

 The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of September 30, 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 and the State of New York as its only "major" tax jurisdictions.

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

 Recent
Accounting Standards

 In
August 2020, FASB issued Accounting Standards Update ("ASU") 2020-06,
Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own
Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies
the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard
also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's
own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for
all convertible instruments. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15,
2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would
have on its financial position, results of operations or cash flows.

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

 F- 14

 Note
4 — Initial Public Offering

 Pursuant
to the IPO on November 22, 2021, the Company sold 6,000,000 Units at $ 10.00 per Public Unit, generating gross proceeds of $ 60,000,000.
The Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any. On
November 24, 2021, the underwriters fully exercised the over-allotment option and purchased 900,000 units at a price of $ 10.00 per Unit,
generating gross proceeds of $ 9,000,000. Each Public Unit consists of one share of common stock ("Public Share"), one right
("Public Right") and one redeemable warrant ("Public Warrant"). Each Public Right will convert into one-twentieth
(1/20) of one share of common stock upon the consummation of a Business Combination. Each whole Public Warrant entitles the holder to
purchase three-fourths (3/4) of one share of common stock at a price of $11.50 per whole share, subject to adjustment. The warrants will
become exercisable on the later of 30 days after the completion of the Company's initial Business Combination or 15 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 6,900,000 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 SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC
480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified
outside of permanent equity.

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

 As of September 30, 2023 and 2022, the
shares of common stock subject to possible redemption reflected on the balance sheets are reconciled in the following table.

 Gross proceeds

 $

 Less:

 Proceeds allocated to Public Warrants

 ( 6,658,288
)

 Proceeds allocated to Public Rights

 ( 2,726,727
)

 Offering costs of Public Shares

 ( 4,760,749
)

 Plus:

 Remeasurement of carrying value to redemption value

 14,563,839

 Common stock subject to possible redemption at September 30, 2022

 $
 69,418,074

 Remeasurement of carrying value to redemption value

 3,882,526

 Redemption of Public Shares

 ( 39,193,137
)

 Common stock subject to possible redemption at September 30, 2023

 $

 Note
5 — Private Placement

 Simultaneously
with the closing of the IPO, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 253,889 Private Units at a price
of $ 10.00 per Private Unit for an aggregate purchase price of $ 2,538,886 in a private placement. Upon the closing of the Over-allotment
on November 24, 2021, the Company consummated the sale of additional 22,500 Private Units with the Sponsor and Chardan at a price of
$ 10.00 per Private Unit, generating total proceeds of $ 225,000. The Private Units are identical to the Public Units except with respect
to certain registration rights and transfer restrictions. The proceeds from the Private Units were added to the proceeds from the IPO
to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds
from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable
law), and the Private Units and all underlying securities will expire worthless.

 F- 15

 Note
6 — Related Party Transactions

 Insider
Shares

 On August 5, 2021, the Company issued
 1,437,500 shares of common stock to the Initial Stockholders (the "Insider Shares") for an aggregated consideration of $ 25,000.
On October 29, 2021, the Company effected a 1.2-for-1.0 stock split of common stock, resulting in the Sponsor holding an aggregate of
 1,725,000 Insider Shares, for approximately $ 0.014 per share, of which, up to 225,000 shares were subject to forfeiture by the Initial
Stockholders to the extent that the underwriters' over-allotment is not exercised in full, so that the Initial Stockholders will
collectively own 20 % of the Company's issued and outstanding shares after the IPO. As the over-allotment option was fully exercised
on November 24, 2021, no portion of the Insider Shares were subject to forfeiture.

 The
Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares
until, with respect to 50 % of the Insider Shares, the earlier of six months after the consummation of a Business Combination and
the date on which the closing price of the common stock equals or exceeds $ 12.50 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 commencing after a
Business Combination and, with respect to the remaining 50 % of the Insider Shares, until the six months after the consummation of
a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger,
stock exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange their
shares of common stock for cash, securities or other property.

 Promissory
Note — Related Party

 On
August 5, 2021, the Sponsor agreed to loan the Company up to an aggregate amount of $ 300,000 to be used, in part, for transaction
costs incurred in connection with the IPO (the "Promissory Note"). The Promissory Note is unsecured, interest-free and due
on the earlier of March 31, 2022 or the closing the IPO. Concurrently with the IPO, the Company repaid the outstanding balance of
$ 105,000 to the Sponsor.

 Administrative
Services Agreement

 The
Company entered into an administrative services agreement with the Sponsor pursuant to which the Company pays a total of $ 10,000 per
month for office space, administrative and support services. Upon completion of the initial Business Combination or liquidation, the
Company will cease paying these monthly fees. However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment
of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation
of the initial Business Combination. For the years ended September 30, 2023 and 2022, the Company incurred $ 120,000 and $ 100,000 respectively,
in fees for these services, of which $ 220,000 and $ 100,000 were included in accounts payable and accrued expenses in the accompanying
balance sheets September 30, 2023 and 2022, respectively.

 Note 7 — Commitments
and Contingencies

 Registration
Rights

 The
holders of the insider shares, the private units, securities underlying the Unit Purchase Option and any units that may be issued upon
conversion of working capital loans or extension loans (and any securities underlying the private units or units issued upon conversion
of the working capital loans or extension loans) will be entitled to registration rights pursuant to a registration rights agreement
signed prior to or on the effective date of IPO requiring the Company to register such securities for resale. The holders of these securities
are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders
have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion
of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.

 F- 16

 Right
of First Refusal

 The
Company has granted Chardan for a period of 24 months after the date of the consummation of the Company's Business Combination,
a right of first refusal to act as book-running manager, with at least 30 % of the economics, for any and all future public and private
equity and debt offerings.

 Underwriting
Agreement

 The
Company has granted Chardan, the representative of the underwriters, a 45-day option from the date of this prospectus to purchase up
to 900,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

 The
underwriters were paid a cash underwriting discount of 2.5 % of the gross proceeds of the IPO (including the exercise of the over-allotment
option), or $ 1,725,000. In addition, the underwriters will be entitled to a deferred fee of 3.75 % of the gross proceeds of the IPO (including
the exercise of the over-allotment option), or $ 2,587,500, which will be paid upon the closing of a Business Combination from the amounts
held in the Trust Account, subject to the terms of the underwriting agreement. The underwriters will also be entitled to 0.75 % of the
gross proceeds of the IPO in the form of common stock of the Company at a price of $ 10.00 per share, to be issued if the Company closes
a Business Combination.

 Unit
Purchase Option

 The
Company sold to Chardan (and/or its designees), for $ 100, an option (the "Unit Purchase Option") to purchase 115,000 units
(as the over-allotment option was fully exercised on November 24, 2021) exercisable at $ 11.50 per Unit (or an aggregate exercise price
of $ 1,322,500) commencing on the later of six months from the effective date of the registration statement related to the IPO and the
consummation of a Business Combination. The Unit Purchase Option may be exercised for cash or on a cashless basis, at the holder's
option, and expires five years from the effective date of the registration statement related to the IPO. The Units issuable upon exercise
of the Unit Purchase Option are identical to those offered in the IPO. The Company accounts for the Unit Purchase Option, inclusive of
the receipt of $ 100 cash payment, as an expense of the IPO resulting in a charge directly to stockholders' equity. The option and
the underlying securities that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject
to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA's NASDAQ Conduct Rules. Additionally, the option may not be sold,
transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO
except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. The Unit Purchase Option
grants to holders demand and "piggy back" rights for periods of five and seven years, respectively, from the effective date
of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable
upon exercise of the Unit Purchase Option. The Company will bear all fees and expenses attendant to registering the securities, other
than underwriting commissions which will be paid for by the holders themselves.

 Deferred Legal Fees

 The Company engaged a legal counsel firm for legal advisory services,
and the legal counsel agreed to defer their fees in excess of $ 200,000. The deferred fee will become payable in the event that the Company
completes a Business Combination. As of September 30, 2023 and December 31, 2022, the Company had deferred legal fees of approximately
$ 1.62 million and none, respectively, in connection with such services.

 Note 8 — Stockholders' Equity

 Common
Stock — The Company is authorized to issue 15,000,000 shares of common stock with a par value of $ 0.0001 per
share. Holders of the common stock are entitled to one vote for each share. On October 29, 2021, the Company effected a 1.2-for-1.0 stock
split of common stock, resulting in the Sponsor holding an aggregate of 1,725,000 Insider Shares, for approximately $ 0.014 per share.
The stock split was retroactively reflected in the financial statements. As of September 30, 2023, there were 2,001,389 shares of common stock issued and outstanding (excluding 3,154,365 shares subject to possible
redemption).

 Rights — Each
holder of a right will receive one-twentieth (1/20) of one share of common stock upon consummation of a Business Combination, even if
the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued
upon conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive
its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit
purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business
Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to
receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common
stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/20 share underlying
each right (without paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except
to the extent held by affiliates of the Company).

 If
the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the
Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution
from the Company's assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.
Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business
Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights
might not receive the shares of common stock underlying the rights.

 F- 17

 Warrants — Each
redeemable warrant entitles the holder thereof to purchase three-fourths (3/4) of one share of common stock at a price of $ 11.50 per
full share and will become exercisable on the later of the completion of an initial Business Combination and 12 months from the
closing of the IPO. However, no public warrants will be exercisable for cash unless the foregoing, if a registration statement covering
the issuance of the common stock issuable upon exercise of the public warrants is not effective within 90 days from the closing
of the Company's initial Business Combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis
pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders
will not be able to exercise their warrants on a cashless basis. The warrants will expire five years from the closing of the Company's
initial Business Combination at 5:00 p.m., New York City time or earlier redemption.

 In
addition, if (x) the Company issues additional shares of 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 of less than
$ 9.50 per share (with such issue price or effective issue price to be determined in good faith by our board of directors), (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, and (z) the volume weighted average trading price of the Company's
common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates
its initial Business Combination (such price, the "Market Price") is below $ 9.50 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115 % of the Market Price, and the $ 16.50 per share redemption trigger price described
below will be adjusted (to the nearest cent) to be equal to 165 % of the Market Value.

 The
Company may redeem the outstanding warrants:

 in
whole and not in part;

 at
a price of $0.01 per warrant;

 upon
a minimum of 30 days' prior written notice of redemption, which the Company refers to as the 30-day redemption period;

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

 If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a "cashless basis," as described in the warrant agreement. In such event, each holder would pay
the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing
(x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise
price of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market
value" shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading
day prior to the date on which the notice of redemption is sent to the holders of warrants.

 Except
as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a
holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants is current and
the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the
holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions
and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the
warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus
relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company
will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of
the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders
of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have
no value, the market for the warrants may be limited and the warrants may expire worthless.

 The
private warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO except
that the private warrants will be entitled to registration rights. The private warrants (including the common stock issuable upon exercise
of the private warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business
combination except to permitted transferees.

 F- 18

 Note
9 — Fair Value Measurements

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

 Level 1:

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

 Level 2:

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

 Level 3:

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

 The
following tabled present information about the Company's assets that are measured at fair value on a recurring basis at September
30, 2023 and 2022 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

 2023

 Quoted
 Prices in
 Active
 Markets
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

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

 $

 $

 —

 —

 2022

 Quoted
 Prices in
 Active
 Markets
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

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

 $

 $

 —

 —

 Note
10 — Income Taxes

 The
Company's net deferred tax assets are as follows:

2023

 2022

 Deferred tax asset

 Net operating loss carryforward

 $
 —

 $
 —

 Startup/Organization Expenses

 121,704

 20,294

 Total deferred tax asset

 121,704

 20,294

 Valuation allowance

 ( 121,704
)

 ( 20,294
)

 Deferred tax asset, net of allowance

 $
 —

 $
 —

 F- 19

 The
income tax provision consists of the following:

 For the
 Year Ended
 2023

 For the
 Year Ended
 2022

 Federal

 Current

 $
 492,735

 $

 Deferred

 ( 101,410
)

 ( 20,294
)

 State

 Current

 $
 —

 $
 —

 Deferred

 —

 —

 Change in valuation allowance

 101,410

 20,294

 $
 492,735

 $

 A
reconciliation of the Company's statutory income tax rate to the Company's effective income tax rate is as follows (in thousands):

 For the
 Year ended
 2023

 For the
 Year ended
 2022

 Income at U.S. statutory rate

 21.00
 %

 21.00
 %

 State taxes, net of federal benefit

 0.00
 %

 0.00
 %

 Transaction costs

 1.89
 %

 ( 52.42
)%

 Change in valuation allowance

 5.93
 %

 ( 11.30
)%

 28.82
 %

 ( 42.72
)%

 As
of September 30, 2023, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable
income.

 In
assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies
in making this assessment. After consideration of all of the information available, management believes that significant uncertainty
exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The changes
in the valuation allowance were $ 101,410 and $ 20,294 for the year ended September 30, 2023 and 2022, respectively.

 The
provisions for U.S. federal income taxes were $ 492,735 and $ 76,625 for the years ended September 30, 2023 and 2022, respectively. The
Company's tax returns for the year ended September 30, 2023, 2022 and 2021 remain open and subject to examination.

 Note
11 — Promissory Note to BitFuFu

 Pursuant to the Merger Agreement, on October 10,
2022, the Company issued an unsecured promissory note to BitFuFu ("BitFufu Note") up to an aggregate amount of $ 2,220,000
at an interest rate of 3.5 % per annum and is due initially on October 26, 2023, and subsequently extended to November 17, 2024 (see Note
1). Arisz may elect to issue a number of unregistered shares of its common stock, valued for these purposes at $ 10.00 per share, the aggregate
value of which shall be equal to the outstanding principal amount of the Loan to the BitFuFu or its designee in lieu of paying all outstanding
principal under BitFufu Note upon the maturity date. On April 24, 2023, Arisz and BitFuFu entered into Amendment No. 3 to the Merger Agreement
to provide, among other things, to reduce the amount of the Loan from $ 2,220,000 to $ 1,930,000 for the purpose of funding Arisz's
extension of the time to consummate a business combination and for working capital purposes.

 On
July 28, 2023, Arisz and BitFuFu entered into Amendment No. 4 to the Merger Agreement to provide, among other things, to increase the
amount of the Loan from $ 1,930,000 to $ 4,180,000 for the purpose of funding Arisz's extension of the time to consummate a business
combination and for working capital purposes. The maturity date of the BitFufu Note was extended to November 17, 2024.

 As
of September 30, 2023, $ 2,380,000 of the BitFufu Note was outstanding with an accrued interest of $ 51,229.

 Note 12 — Restatement of Previously Issued
Financial Statements

 The following tables present the impact of the
restatement adjustments disclosed in Note 2 – Restatement of Previously Issued Financial Statements, to the previously reported
financial information as of and for the fiscal year ended September 30, 2022, and quarters ended December 31, 2022, March 31, 2023, and
June 30, 2023. Restated Statements of Stockholders' Deficit are not presented as all impacted items on those statements, Net Income
(Loss), Accumulated Deficit, and Total Stockholders' Deficit, are presented within the following tables.

 F- 20

 RESTATED BALANCE SHEET

 (AUDITED)

 September 30, 2022

 Cash

 $

 $
 —

 $

 16,836

 —

 16,836

 190,625

 190,625

 69,286,800

 $
 69,477,425

 $

 $
 69,608,700

 $
 103,063

 $
 —

 $
 103,063

 —

 49,057

 27,568

 198,920

 27,568

 226,488

 —

 2,786,420

 27,568

 2,813,988

 Commitments and Contingencies

 Common stock subject to possible redemption, 6,900,000 shares at redemption value of $ 10.06 per share

 69,286,800

 Common stock, $ 0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding

 —

 ( 2,595,995
)

 ( 27,568
)

 ( 2,623,563
)

 Total Stockholders' Deficit

 ( 2,595,795
)

 ( 27,568
)

 ( 2,623,363
)

 Total Liabilities, Temporary Equity, and Stockholders' Deficit

 $
 69,477,425

 $

 $
 69,608,700

 F- 21

 RESTATED STATEMENT OF OPERATIONS

 (AUDITED)

 For the Year Ended

September 30, 2022

 $
 544,157

 $
 —

 $
 544,157

 53,194

 —

 53,194

 ( 597,351
)

 —

 ( 597,351
)

 286,800

 418,075

 ( 310,551
)

 ( 179,276
)

 ( 49,057
)

 ( 27,568
)

 ( 76,625
)

 Net loss

 $
 ( 359,608
)

 $
 103,707

 $
)

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

 5,893,151

 —

 5,893,151

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

 $
 0.57

 $
 0.01

 $
 0.58

 Basic and diluted weighted average shares outstanding, non-redeemable common stock

 1,961,132

 —

 1,961,132

 $
 ( 1.88
)

 $
 ( 0.01
)

 $
 ( 1.89
)

 F- 22

 RESTATED STATEMENT OF CASH FLOWS

 (AUDITED)

 For the Year Ended
 September 30, 2022

 Net loss

 $
 ( 359,608
)

 $
 103,707

 $
)

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

 ( 286,800
)

 ( 131,275
)

 ( 418,075
)

 ( 16,836
)

 —

 ( 16,836
)

 82,573

 —

 82,573

 49,057

 —

 49,057

 27,568

 ( 484,814
)

 —

 ( 484,814
)

 Purchase of investment held in Trust Account

)

 —

)

 Net cash used in investing activities

)

 —

)

 Proceeds from sale of public units through public offering

 —

 Proceeds from sale of private placement units

 2,763,886

 —

 2,763,886

 Proceeds from sale of unit purchase option

 —

 Repayment of promissory note to related party

 ( 105,000
)

 —

 ( 105,000
)

 Payment of underwriters' commissions

 ( 1,725,000
)

 —

 ( 1,725,000
)

 Payment of deferred offering costs

 ( 350,383
)

 —

 ( 350,383
)

 Net cash provided by financing activities

 69,583,603

 —

 69,583,603

 98,789

 —

 98,789

 Cash, Beginning of the Year

 75,000

 —

 75,000

 Cash, End of the Year

 $

 $
 —

 $

 Initial classification of common stock subject to redemption

 $
 59,614,985

 $
 —

 $
 59,614,985

 Deferred underwriting fee

 $

 $
 —

 $

 $
 14,432,564

 $

 $
 14,563,839

 F- 23

 RESTATED CONDENSED BALANCE SHEET

 December 31, 2022

 Cash

 $
 165,606

 $
 —

 $
 165,606

 11,145

 —

 11,145

 176,751

 —

 176,751

 70,463,045

 226,316

 70,689,361

 $
 70,639,796

 $
 226,316

 $
 70,866,112

 $
 221,982

 $
 —

 $
 221,982

 4,825

 —

 4,825

 58,800

 —

 58,800

 148,310

 19,959

 168,269

 Promissory note – Bitfufu

 —

 1,173,917

 19,959

 1,193,876

 —

 3,761,417

 19,959

 3,781,376

 Commitments and Contingencies

 Common stock subject to possible redemption, 6,900,000 shares at redemption value of $ 10.24 per share

 70,463,045

 226,316

 70,689,361

 Common stock, $ 0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding

 —

 ( 3,584,866
)

 ( 19,959
)

 ( 3,604,825
)

 Total Stockholders' Deficit

 ( 3,584,666
)

 ( 19,959
)

 ( 3,604,625
)

 Total Liabilities, Temporary Equity, and Stockholders' Deficit

 $
 70,639,796

 $
 226,316

 $
 70,866,112

 F- 24

 For the Three Months Ended
 December 31, 2022

 $
 187,618

 $
 —

 $
 187,618

 12,000

 —

 12,000

 ( 199,618
)

 —

 ( 199,618
)

 486,246

 95,041

 581,287

 286,628

 95,041

 381,669

 ( 99,253
)

 ( 19,959
)

 ( 119,212
)

 $
 187,375

 $
 75,082

 $
 262,457

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

 —

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

 $
 0.06

 $
 0.01

 $
 0.07

 Basic and diluted weighted average shares outstanding, non-redeemable common stock

 —

 $
 ( 0.11
)

 $
 —

 $
 ( 0.11
)

 F- 25

 RESTATED CONDENSED STATEMENT OF CASH FLOWS

 For the Three Months Ended
 December 31, 2022

 Net income

 $
 187,375

 $
 75,082

 $
 262,457

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

 ( 486,246
)

 ( 95,041
)

 ( 581,287
)

 5,691

 —

 5,691

 118,919

 —

 118,919

 4,825

 —

 4,825

 99,253

 19,959

 119,212

 12,000

 —

 ( 58,183
)

 —

 ( 58,183
)

 Cash deposited in Trust Account for extension

 ( 690,000
)

 —

 ( 690,000
)

 Net cash provided by (used in) investing activities

 ( 690,000
)

 —

 ( 690,000
)

 Proceeds from issuance of promissory note to Bitfufu

 —

 Net cash provided by (used in) financing activities

 —

 ( 8,183
)

 —

 ( 8,183
)

 Cash, Beginning of the Period

 —

 Cash, End of the Period

 $
 165,606

 $
 —

 $
 165,606

 Deferred underwriting fee

 $

 $
 —

 $

 $
 1,176,246

 $
 95,041

 $
 1,271,287

 F- 26

 RESTATED CONDENSED BALANCE SHEET

 March 31, 2023

 Previously Reported

 Cash

 $
 7,409

 $
 —

 $
 7,409

 64,061

 —

 64,061

 71,470

 —

 71,470

 71,752,184

 271,857

 72,024,041

 $
 71,823,654

 $
 271,857

 $
 72,095,511

 $
 186,748

 $
 —

 $
 186,748

 16,179

 —

 16,179

 24,100

 —

 24,100

 244,419

 29,522

 273,941

 Promissory note – Bitfufu

 —

 1,951,446

 29,522

 1,980,968

 —

 4,538,946

 29,522

 4,568,468

 Commitments and Contingencies

 Common stock subject to possible redemption, 6,900,000 shares at redemption value of $ 10.44 per share

 71,752,184

 271,857

 72,024,041

 Common stock, $ 0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding

 —

 ( 4,467,676
)

 ( 29,522
)

 ( 4,497,198
)

 Total Stockholders'
 Deficit

 ( 4,467,476
)

 ( 29,522
)

 ( 4,496,998
)

 Total Liabilities,
 Temporary Equity, and Stockholders' Deficit

 $
 71,823,654

 $
 271,857

 $
 72,095,511

 F- 27

 For the Three Months Ended

March 31, 2023

 Previously Reported

 $
 141,380

 $
 —

 $
 141,380

 12,100

 —

 12,100

 ( 153,480
)

 —

 ( 153,480
)

 704,974

 45,541

 750,515

 551,494

 45,541

 597,035

 ( 145,166
)

 ( 9,564
)

 ( 154,730
)

 $
 406,328

 $
 35,977

 $
 442,305

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

 —

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

 $
 0.09

 $
 —

 $
 0.09

 Basic and diluted weighted average shares outstanding, non-redeemable common stock

 —

 $
 ( 0.10
)

 $
 —

 $
 ( 0.10
)

 F- 28

 For the Six Months Ended
 March 31, 2023

 $
 328,998

 $
 —

 $
 328,998

 Franchise tax expenses

 24,100

 —

 24,100

 ( 353,098
)

 —

 ( 353,098
)

 1,191,220

 140,582

 1,331,802

 838,122

 140,582

 978,704

 ( 244,419
)

 ( 29,522
)

 ( 273,941
)

 $
 593,703

 $
 111,060

 $
 704,763

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

 —

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

 $
 0.15

 $
 0.01

 $
 0.16

 Basic and diluted weighted average shares outstanding, non-redeemable common stock

 —

 $
 ( 0.21
)

 $
 —

 $
 ( 0.21
)

 F- 29

 RESTATED CONDENSED STATEMENT OF CASH FLOWS

 For the Six Months Ended

March 31, 2023

 Net income

 $
 593,703

 $
 111,060

 $
 704,763

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

 ( 1,191,220
)

 ( 140,582
)

 ( 1,331,802
)

 ( 47,225
)

 —

 ( 47,225
)

 83,685

 83,685

 16,179

 —

 16,179

 195,362

 29,522

 224,884

 ( 22,700
)

 —

 ( 22,700
)

 ( 372,216
)

 —

 ( 372,216
)

 Cash deposited in Trust Account for extension

 ( 1,380,000
)

 —

 ( 1,380,000
)

 Cash withdrawn from Trust Account to pay franchise tax and income taxes

 105,836

 —

 105,836

 Net cash provided by (used in) investing activities

 ( 1,274,164
)

 —

 ( 1,274,164
)

 Proceeds from issuance of promissory note to Bitfufu

 —

 Net cash provided by financing activities

 —

 ( 166,380
)

 —

 ( 166,380
)

 Cash, Beginning of the Period

 —

 Cash, End of the Period

 $
 7,409

 $
 —

 $
 7,409

 $
 2,465,384

 $
 140,582

 $
 2,605,966

 F- 30

 RESTATED CONDENSED BALANCE SHEET

 June 30, 2023

 Previously Reported

 Cash

 $
 158,698

 $
 —

 $
 158,698

 46,720

 —

 46,720

 205,418

 —

 205,418

 33,185,036

 129,527

 33,314,563

 $
 33,390,454

 $
 129,527

 $
 33,519,981

 $
 283,584

 $
 —

 $
 283,584

 31,756

 —

 31,756

 13,900

 —

 13,900

 45,554

 ( 367
)

 45,187

 Excise tax payable

 391,931

 —

 391,931

 Promissory note – Bitfufu

 1,930,000

 —

 1,930,000

 2,696,725

 ( 367
)

 2,696,358

 —

 5,284,225

 ( 367
)

 5,283,858

 Commitments and Contingencies

 Common stock subject to possible redemption, 3,154,365 shares at redemption value of $ 10.56 per share

 33,185,036

 129,527

 33,314,563

 Common stock, $ 0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 3,154,365 shares subject to possible redemption) issued and outstanding

 —

 ( 5,079,007
)

 ( 5,078,640
)

 Total Stockholders' Deficit

 ( 5,078,807
)

 ( 5,078,440
)

 Total Liabilities, Temporary Equity, and Stockholders' Deficit

 $
 33,390,454

 $
 129,527

 $
 33,519,981

 F- 31

 For the Three Months Ended
 June 30, 2023

 $
 188,542

 $
 —

 $
 188,542

 9,800

 —

 9,800

 ( 198,342
)

 —

 ( 198,342
)

 763,986

 ( 142,330
)

 621,656

 565,644

 ( 142,330
)

 423,314

 ( 159,055
)

 29,889

 ( 129,166
)

 $
 406,589

 $
 ( 112,441
)

 $
 294,148

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

 4,800,798

 —

 4,800,798

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

 $
 0.10

 $
 ( 0.03
)

 $
 0.07

 Basic and diluted weighted average shares outstanding, non-redeemable common stock

 —

 $
 ( 0.03
)

 $
 —

 $
 ( 0.03
)

 F- 32

 For the Nine Months Ended
 June 30, 2023

 $
 517,538

 $
 —

 $
 517,538

 33,900

 —

 33,900

 ( 551,438
)

 —

 ( 551,438
)

 1,955,206

 ( 1,748
)

 1,953,458

 1,403,768

 ( 1,748
)

 1,402,020

 ( 403,474
)

 ( 403,107
)

 $
 1,000,294

 $
 ( 1,381
)

 $
 998,913

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

 6,200,266

 —

 6,200,266

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

 $
 0.24

 $
 —

 $
 0.24

 Basic and diluted weighted average shares outstanding, non-redeemable common stock

 —

 $
 ( 0.25
)

 $
 —

 $
 ( 0.25
)

 F- 33

 RESTATED CONDENSED STATEMENT OF CASH FLOWS

 For the Nine Months Ended

June 30, 2023

 Net income

 $
 1,000,294

 $
 ( 1,381
)

 $
 998,913

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

 ( 1,955,206
)

 1,748

 ( 1,953,458
)

 ( 29,884
)

 —

 ( 29,884
)

 180,520

 —

 180,520

 31,756

 —

 31,756

 ( 3,503
)

 ( 367
)

 ( 3,870
)

 ( 32,900
)

 —

 ( 32,900
)

 ( 808,923
)

 —

 ( 808,923
)

 Cash deposited in Trust Account for extension

 ( 1,620,000
)

 —

 ( 1,620,000
)

 Cash withdrawn from Trust Account to pay franchise tax and income taxes

 483,832

 —

 483,832

 Cash withdrawn from Trust Account for public stockholder redemptions

 39,193,137

 —

 39,193,137

 Net cash provided by investing activities

 38,056,969

 —

 38,056,969

 Proceeds from issuance of promissory note to Bitfufu

 1,930,000

 —

 1,930,000

 Payment to redeemed public stockholders

 ( 39,193,137
)

 —

 39,193,137

 Net cash used in financing activities

 ( 37,263,137
)

 —

 ( 37,263,137
)

 ( 15,091
)

 —

 ( 15,091
)

 Cash, Beginning of the Period

 —

 Cash, End of the Period

 $
 158,698

 $
 —

 $
 158,698

 $
 3,091,374

 $
 ( 1,748
)

 $
 3,089,625

 Note 13 — Subsequent Events

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

 On October 18, 2023, November 17, 2023 and December 18, 2023, Arisz
deposited $ 120,000 each time into the Trust Account to extend the period of time Arisz has to complete a business combination from October
22, 2023 to January 22, 2024.

 On October 30, 2023, Arisz received $ 450,000,
the fifth installment of the Loan, from BitFuFu.

 On November 15, 2023, Arisz entered into Amendment
No. 1 to the Investment Management Trust Agreement, dated as of November 17, 2021, by and between the Company and Continental Stock Transfer
& Trust Company, to allow for the funds in the Trust Account to be held in an interest-bearing bank demand deposit account.

 In addition, in order to mitigate the potential
risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act of 1940,
as amended (the "Investment Company Act"), the Company has determined to instruct Continental Stock Transfer & Trust
Company, to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account and to hold all funds
in the Trust Account in cash in an interest-bearing bank demand deposit account until the earlier of consummation of the Company's
initial business combination or liquidation.

 F- 34

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