UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the fiscal year ended December 31, 2023

 or

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

 For the transition period from
 to

 Commission file number: 001-41230

 (Exact name of registrant as specified in its
charter)

 Cayman Islands

 N/A

 (State or other jurisdiction of

incorporation or organization)

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

 875 Third Avenue, Suite M204A
 New York, New York

 10022

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (212) 380-8128

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

 Title of Each Class:

 Trading Symbol(s)

 Name of Each Exchange on Which Registered:

 Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share and one right to receive one-tenth (1/10) of one Class A ordinary share

 AIBBU

 The Nasdaq Stock Market LLC

 Class A Ordinary Shares, par value $0.0001 per share

 AIB

 The Nasdaq Stock Market LLC

 Rights, each entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share

 AIBBR

 The Nasdaq Stock Market LLC

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

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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

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

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

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

 The aggregate market value of the outstanding
shares of the registrant's Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant,
computed by reference to the closing price for the Class A Ordinary Shares on June 30, 2023, the last business day of the registrant's
most recently completed second fiscal quarter, as reported on the Nasdaq Stock Market LLC was $ 12,212,907.68.

 As of March 21, 2024, there were
 3,612,025 Class A Ordinary Shares, par value $0.0001 per share, and one Class B Ordinary Share, par value $0.0001 per share,
of the registrant issued and outstanding.

 PAGE

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C

 Cybersecurity

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

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

 Item 6.

 [Reserved]

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

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

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accountant Fees and Services.

 Item 15.

 Exhibit and Financial Statement Schedules.

 Item 16.

 Form 10-K Summary.

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Report (as defined below), including, without
limitation, statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations,"
includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E
of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology,
including the words "believes," "estimates," "anticipates," "expects," "intends,"
"plans," "may," "will," "potential," "projects," "predicts," "continue,"
or "should," or, in each case, their negative or other variations or comparable terminology. There can be no assurance that
actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating
to our ability to consummate any acquisition or other Business Combination (as defined below) and any other statements that are not statements
of current or historical facts. These statements are based on Management's (as defined below) current expectations, but actual results
may differ materially due to various factors, including, but not limited to:

 our ability to complete our initial
Business Combination, including the PSI Business Combination (as defined below);

 our expectations around the performance of the prospective target
business or businesses, such as PSI (as defined below);

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

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

 the potential incentive to consummate an initial Business Combination
with an acquisition target that subsequently declines in value or is unprofitable for public investors due to the low initial price for
the Founder Shares (as defined below) paid by our Sponsor (as defined below);

 our potential ability to obtain additional financing to complete our initial Business Combination;

 the ability of our officers and directors to generate additional potential acquisition opportunities, if necessary;

 our pool of prospective target businesses;

 our public securities' potential liquidity and trading;

 the lack of a market for our securities;

 the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

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

 the
impact on the amount held in the Trust Account, our capitalization, principal shareholders and other impacts on our Company (as defined
below) or Management Team should we seek to further extend the Combination Period (as defined below) consistent with applicable laws,
regulations and stock exchange rules;

 our financial performance; or

 the other risks and uncertainties discussed in "Item 1A. Risk Factors" below.

 Additionally, on January 24, 2024, the SEC (as
defined below) adopted the 2024 SPAC Rules (as defined below), which will become effective on July 1, 2024, that will affect SPAC (as
defined below) Business Combination transactions. The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating
to SPAC Business Combination transactions (ii) additional disclosures relating to dilution and to conflicts of interest involving
sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures
regarding projections included in SEC filings in connection with proposed Business Combination transactions and (iv) the requirement
that both the SPAC and its target company be co-registrants for Business Combination registration statements. In addition, the SEC's
adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company
Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its management
team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business
Combination and may increase the costs and time related thereto.

 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. Future developments
affecting us may not 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. Should one or more of these risks or uncertainties materialize, or should any
of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.

 ii

 Unless otherwise stated in this Report, or the
context otherwise requires, references to:

 "2021 Annual
Report" are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 29, 2022;

 " 2022
Annual Report" are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March
29, 2023;

 "2024 SPAC Rules" are to the new rules and regulations for SPACs adopted by the SEC on January 24, 2024, which will become effective on July 1, 2024;

 "Administrative Support
Agreement" are to the Administrative Support Agreement, dated January 18, 2022, which we entered into with our Sponsor;

 "Amended and Restated Charter"
are to our Second Amended and Restated Memorandum and Articles of Association, as amended and currently in effect;

 "ASC" are to the FASB (as defined below) Accounting
Standards Codification;

 "ASU" are to the FASB Accounting Standards Update;

 "Audit Committee"
are to the audit committee of our Board of Directors (as defined below);

 "Board of Directors," or "Board" are
to our board of directors;

 "Business Combination" are to a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

 "Class A Ordinary Shares" are to our Class A ordinary
shares, par value $0.0001 per share;

 "Class B Ordinary Shares"
are to our Class B ordinary shares, par value $0.0001 per share;

 "Combination Period" are to the 36-month period, from the closing of the Initial Public Offering (as defined below) to January 21, 2025 (or such earlier date as determined by the Board) as extended by the Second Extension Amendment (as defined below), that we have to consummate an initial Business Combination; provided that the Combination Period may be further extended pursuant to an amendment to the Amended and Restated Charter and consistent with applicable laws, regulations and stock exchange rules;

 "Companies Act" are to the Companies Act (As Revised)
of the Cayman Islands as the same may be amended from time to time;

 "Company," "our,"
"we," or "us" are to AIB Acquisition Corporation, a Cayman Islands exempted company;

 "Continental" are
to Continental Stock Transfer & Trust Company, trustee of our Trust Account, the transfer agent of our Ordinary Shares and the rights
agent for our Rights (as defined below);

 "Conversion Units"
are to the units issuable in connection with the Working Capital Note (as defined below) consisting of one Class A Ordinary Share and
one right exchangeable into one-tenth of one Class A Ordinary Share;

 "DWAC System" are
to the Depository Trust Company's Deposit/Withdrawal At Custodian System;

 iii

 "Exchange Act" are to the Securities Exchange Act
of 1934, as amended;

 "Excise Tax" are to the U.S. federal 1% excise tax
on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded
foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022;

 "FASB" are to the Financial Accounting Standards
Board;

 "First Extension Amendments" are to amendments to
the Amended and Restated Charter adopted at the First Extension Meeting (as defined below);

 "First Extension Funds" are to up to $450,000 to
be deposited into the Trust Account in connection with the First Extension Amendments;

 "First Extension Meeting" are to our extraordinary
general meeting of our shareholders held on January 18, 2023;

 "First Extension Note" are to the unsecured promissory
note in the aggregate amount of up to $450,000 we issued to the Sponsor in connection with the First Extension Amendments;

 "First Merger Sub" are to PSI Merger Sub I Limited,
a Cayman Islands exempted company and a wholly-owned subsidiary of the Pubco (defined below);

 "Founder Share Conversion"
are to the 2,156,249 Class A Ordinary Shares issued on October 18, 2023 to the Sponsor upon the conversion of an equal number of Class
B Ordinary Shares held by the Sponsor as Founder Shares;

 "Founder Shares" are to our Class B Ordinary Shares initially purchased by our Sponsor in the Private Placement (as defined below) and the Class A Ordinary Shares that (i) will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our initial Business Combination (for the avoidance of doubt, such Class A Ordinary Shares will not be "Public Shares" (as defined below)) and (ii) were issued in connection with the Founder Share Conversion upon the conversion of an equal number of Class B Ordinary Shares;

 "GAAP" are to the accounting principles generally accepted in the United States of America;

 "IFRS" are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

 "Initial Public Offering" or "IPO" are to the initial public offering we consummated on January 21, 2022;

 "Investment Company Act" are to the Investment Company Act of 1940, as amended;

 "IPO Promissory Note" are to that certain unsecured
promissory note in the aggregate principal amount of up to $300,000 we issued to our Sponsor on July 30, 2021, as amended and restated
on December 31, 2021;

 "IPO Registration Statement" are to the Registration
Statement on Form S-1 initially filed with the SEC on January 5, 2022 (File No. 333-260594), as amended and declared effective on January
18, 2022;

 "JOBS Act" are to the Jumpstart Our Business Startups
Act of 2012;

 "Letter Agreement" are to the letter agreement we entered into on January 18, 2022 with our Sponsor, directors and officers;

 "Management" or our
"Management Team" are to our officers and directors;

 "Maxim" are to Maxim
Group LLC, the representative of the underwriters in our Initial Public Offering;

 iv

 "Nasdaq" are to the
Nasdaq Stock Market LLC;

 "Ordinary Shares"
are to the Class A Ordinary Shares and the Class B Ordinary Shares;

 "PCAOB" are to the
Public Company Accounting Oversight Board (United States);

 "Private Placement" are to the private placement
of Private Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering;

 "Private Units" are to the units issued to our Sponsor
in the Private Placement;

 "Private Rights" are to the rights underlying the
Private Units;

 "Private Shares" are to the Class A Ordinary Shares
underlying the Private Units;

 "PSI" are to PSI Group Holdings Ltd, a Cayman Islands
exempted company;

 "PSI Business Combination" are to the transactions
and agreements contemplated by the PSI Business Combination Agreement (as defined below);

 "PSI Business Combination Agreement" are to the
Business Combination Agreement, dated as of December 27, 2023, which we entered into with the Sponsor, the Pubco; First Merger Sub, Second
Merger Sub (as defined below), and PSI;

 "PSI Registration Statement" are to a registration
statement on Form F-4 to be field with the SEC by the Pubco, relating to the PSI Business Combination and containing a proxy statement
of our Company;

 "Pubco" are to PS International Group Ltd., a Cayman
Islands exempted company;

 "Public Rights" are to our rights sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

 "Public Shares" are to our Class A Ordinary Shares sold as part of the Units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

 "Public Shareholders"
are to the holders of our Public Shares, including our Sponsor, officers and directors to the extent our Sponsor, officers or directors
purchase Public Shares, provided their status as a "Public Shareholder" shall only exist with respect to such Public Shares;

 "Report" are to this
Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

 "Rights" are to our
Public Rights and Private Rights, together;

 "Sarbanes-Oxley Act"
are to the Sarbanes-Oxley Act of 2002;

 "SEC" are to the U.S. Securities and Exchange Commission;

 "Second Extension Amendment" are to the amendment
to the Amended and Restated Charter adopted at the Second Extension Meeting (as defined below);

 "Second Extension Funds" are to up to $750,000 to
be deposited into the Trust Account in connection with the Second Extension Amendment;

 "Second Extension Meeting" are to the extraordinary
general meeting of our shareholders in lieu of an annual general meeting of shareholders held on October 19, 2023;

 v

 "Second Extension Note" are to the unsecured promissory
note in the aggregate amount of up to $750,000 we issued to the Sponsor in connection with the Second Extension Amendment;

 "Second Merger Sub" are to PSI Merger Sub II Limited,
a Cayman Islands exempted company and a wholly-owned subsidiary of the Pubco;

 "Securities Act" are
to the Securities Act of 1933, as amended;

 "SPACs" are to special
purpose acquisition companies;

 "Sponsor" are to AIB
LLC, a Delaware limited liability company;

 "Trust Account" are
to the U.S.-based trust account in which an amount of $87,112,500 from the net proceeds of the sale of the Units in the Initial Public
Offering and Private Units in the Private Placement was initially placed following the closing of the Initial Public Offering and the
exercise of the over-allotment option;

 "Trust Agreement"
are to the Investment Management Trust Agreement, dated January 18, 2022, which we entered into with Continental governing the Trust
Account; as amended on January 19, 2023, upon the shareholders' approval of the First Extension Amendments;

 "UHY" are to UHY LLP,
our independent registered public accounting firm;

 "Units" are to the
units sold in our Initial Public Offering, which consist of one Public Share and one Public Right;

 "Working Capital Loans"
are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor
or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us;

 "Working Capital Note"
are to the promissory note we issued to our Sponsor on January 23, 2023 in the principal amount of up to $500,000; and

 "$"are to the United
States dollar.

 vi

 Item 1. Business.

 Overview

 We are a blank check company incorporated as a
Cayman Islands exempted company for the purpose of effecting our initial Business Combination.

 While we may pursue an initial Business Combination
target in any business, industry or geographical location, we have focused and will continue to focus our search on businesses in the
financial technology industries. We believe that we will add value to these businesses primarily by providing them with access to the
U.S. capital markets.

 The 2024 SPAC Rules may materially affect our
ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

 Initial Public Offering

 On January 21, 2022, we consummated our Initial
Public Offering of 8,625,000 Units, including 1,125,000 Units issued upon the full exercise of the underwriters' over-allotment
option. Each Unit consists of Public Share, and one Public Right, with each Public Right entitling the holder thereof to receive one-tenth
(1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination. The Units were sold at a price of $10.00
per Unit, generating gross proceeds of $86,250,000.

 Simultaneously with the closing of the Initial
Public Offering, we completed the private sale of an aggregate of 388,750 Units to our Sponsor and Maxim in the Private Placement at a
purchase price of $10.00 per Private Unit, generating gross proceeds of $3,887,500.

 A total of $87,112,500, comprised of $83,225,000
of the proceeds from the Initial Public Offering and $3,887,500 of the proceeds of the Private Placement was placed in the Trust Account
maintained by Continental, acting as trustee.

 It is the job of our Sponsor and Management Team
to complete our initial Business Combination. Our Management Team is led by Eric Chen, our Chief Executive Officer, and Alex Hoerger,
our Chairman of the Board. We must complete our initial Business Combination by January 21, 2025, the current end of our Combination Period.
If our initial Business Combination is not consummated by the end of the Combination Period, then unless our Board of Directors shall
otherwise determine, our existence will terminate, and we will distribute all amounts in the Trust Account.

 PSI Business Combination

 On December 27, 2023, we entered into the PSI
Business Combination Agreement with the Sponsor, the Pubco, the First Merger Sub, the Second Merger Sub and PSI. Pursuant to the PSI Business
Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the PSI
Business Combination Agreement (the "Closing"), (a) the First Merger Sub will merge with and into PSI (the "First Merger"),
with PSI surviving the First Merger as a wholly-owned subsidiary of the Pubco and the outstanding shares of PSI being converted into the
right to receive shares of the Pubco; and (b) one business day following the First Merger, the Second Merger Sub will merge with and into
our Company (the "Second Merger", and together with the First Merger, the "Mergers"), with our Company surviving
the Second Merger as a wholly-owned subsidiary of the Pubco and our outstanding securities being converted into the right to receive substantially
equivalent securities of the Pubco. Capitalized terms not defined but otherwise used in the following description have the meanings ascribed
to them in the PSI Business Combination Agreement.

 Consideration

 Under the PSI Business Combination Agreement,
the Aggregate Merger Consideration Amount to be paid to the shareholders of PSI is $200,000,000 (less the amount, if any, by which the
Target Net Working Capital Amount exceeds the Net Working Capital, the amount of Closing Net Debt, and the amount of any Transaction Expenses),
and will be paid entirely with newly issued Ordinary Shares of the Pubco, with each share valued at $10.00 (the "Per Share Price").

 As a result of the Mergers, (a) each of the Ordinary
Shares of PSI that are issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into
(i) the right to receive 90% of such number of Ordinary Shares of the Pubco equal to the Exchange Ratio, and (ii) the contingent right
to receive 10% of such number of Ordinary Shares of the Pubco equal to the Exchange Ratio in accordance with the PSI Business Combination
Agreement and the Escrow Agreement (as defined below). Each of our Ordinary Shares that is issued and outstanding immediately prior to
the Second Merger Effective Time shall be cancelled and converted automatically into the right to receive one Pubco Ordinary Share. Each
of our issued and outstanding Rights shall be automatically converted into one-tenth of one Pubco Ordinary Share, provided that the Pubco
will not issue fractional shares in exchange for our Rights.

 Prior to the Closing, PSI shall deliver to us
a statement (the "Estimated Closing Statement") setting forth a good faith calculation of PSI's estimate of the Closing
Net Debt, Net Working Capital and Transaction Expenses, and the resulting Aggregate Merger Consideration Amount and Company Merger Shares
based on such estimates. The Pubco, the SPAC Representative and Continental (or such other escrow agent mutually acceptable to us and
PSI), as escrow agent (the "Escrow Agent"), will enter into an Escrow Agreement (the "Escrow Agreement"), pursuant
to which the Pubco shall cause to be delivered to the Escrow Agent a number of Company Merger Shares equal in value to ten percent (10%)
of the Aggregate Merger Consideration Amount otherwise issuable to PSI shareholders at the Closing based on the Estimated Closing Statement
(together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged
or converted, the "Escrow Shares") to be held, along with any other dividends, distributions or other income on the Escrow
Shares (together with the Escrow Shares, the "Escrow Property"), in a segregated escrow account (the "Escrow Account").
Within 90 days after the Closing, the Pubco's chief financial officer will deliver to the SPAC Representative a statement (the
"Closing Statement") setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and
(ii) a good faith calculation of the Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference
Time, and the resulting Aggregate Merger Consideration Amount and Company Merger Shares based on such estimates. If the Adjustment Amount
is a positive number, then the Pubco will issue to PSI shareholders an additional number of Pubco Ordinary Shares equal to (x) the Adjustment
Amount, divided by (y) the Per Share Price, with each Company shareholder receiving its pro rata share of such additional Pubco Ordinary
Shares, up to a maximum number of Pubco Ordinary Shares equal to the value of the Escrow Property in the Escrow Account at such time
(with each Pubco Ordinary Share and Escrow Share valued at the Per Share Price for such purposes). If the Adjustment Amount is a negative
number, then Pubco and the SPAC Representative will provide joint written instructions to the Escrow Agent to distribute to the Pubco
a number of Escrow Shares (and, after distribution of all Escrow Shares, other Escrow Property) with a value equal to the absolute value
of the Adjustment Amount (with each Escrow Share valued at the Per Share Price). The Pubco will cancel any Escrow Shares distributed
to it by the Escrow Agent and distribute the remainder (if any) to PSI shareholders, with each of our shareholders receiving its pro
rata share of such remaining Pubco Ordinary Shares.

 Representations and Warranties

 The PSI Business Combination Agreement contains
a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the
benefit of certain of the parties to the PSI Business Combination Agreement, which in certain cases are subject to specified exceptions
and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the PSI Business Combination
Agreement or in information provided pursuant to certain disclosure schedules to the PSI Business Combination Agreement. "Material
Adverse Effect" as used in the PSI Business Combination Agreement means with respect to any specified person or entity, any fact,
event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material
adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person and its
subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions
contemplated by the PSI Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations
thereunder, in each case subject to certain customary exceptions. The representations and warranties made by the parties are customary
for transactions similar to the PSI Business Combination.

 In the PSI Business Combination Agreement, PSI
made certain customary representations and warranties to us, including among others, related to the following: (1) corporate matters,
including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business
Combination Agreement and other ancillary documents; (3) capitalization; (4) subsidiaries; (5) governmental approvals; (6) non-contravention;
(7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) Company permits; (11) litigation; (12) material
contracts; (13) intellectual property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency
of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) insurance;
(23) top customers and suppliers; (24) certain business practices; (25) Investment Company Act; (26) finders and brokers; (27) information
supplied; (28) independent investigation; and (29) exclusivity of representations and warranties.

 In the PSI Business Combination Agreement, we
made certain customary representations and warranties to PSI and the Pubco, including among others, related to the following: (1) corporate
matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery
of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization;
(6) the SEC filings, the Company financials, and internal controls; (7) absence of certain changes; (8) compliance with laws; (9) actions,
orders and permits; (10) taxes and returns; (11) employees and employee benefit plans; (12) properties; (13) material contracts; (14)
transactions with affiliates; (15) Investment Company Act and the JOBS Act; (16) finders and brokers; (17) certain business practices;
(18) insurance; (19) information supplied; (20) independent investigation; and (21) the Trust Account.

 In the PSI Business Combination Agreement, the
Pubco, the First Merger Sub and the Second Merger Sub made customary representations and warranties to us, including among others, related
to the following: (1) organization and good standing; (2) authority and binding effect relative to execution and delivery of the Business
Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) activities
of the Pubco, the First Merger Sub and the Second Merger Sub; (7) finders and brokers; (8) Investment Company Act; (9) information supplied;
(10) independent investigation; and (11) exclusivity of representations and warranties.

 None of the representations and warranties of
the parties shall survive the Closing.

 Covenants of the Parties

 Each party agreed in the PSI Business Combination
Agreement to use its commercially reasonable efforts to effect the Closing. The PSI Business Combination Agreement also contains certain
customary covenants by each of the parties during the period between the signing of the PSI Business Combination Agreement and the earlier
of the Closing or the termination of the PSI Business Combination Agreement in accordance with its terms, including covenants regarding:
(1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary
course of business; (3) our public filings; (4) provision of financial statements of PSI; (5) "no shop" obligations; (6) no
insider trading; (7) notifications of certain breaches, consent requirements or other matters; (8) efforts to consummate the Closing and
obtain third party and regulatory approvals and efforts to cause the Pubco to maintain its status as a "foreign private issuer"
under Exchange Act Rule 3b-4; (9) further assurances; (10) efforts to prepare and file with the SEC the PSI Registration Statement; (11)
public announcements; (12) confidentiality; (13) indemnification of directors and officers and tail insurance; (14) use of trust proceeds
after the Closing; (14) efforts to support a private placement or backstop arrangements, if sought; (15) intended tax treatment of the
Mergers; and (16) efforts to obtain required shareholder approval by our shareholders.

 It was agreed by the parties that, after the Closing, the funds in
our Trust Account, as well as any proceeds received by Pubco or us from any private investment in public entity (PIPE) investment originated
directly or indirectly by or through us or our representatives, after taking into account payments for redemptions of our Public Shareholders,
will first be used to pay (i) our accrued transaction expenses payable in cash at Closing, (ii) any loans owed by us to our Sponsor for
expenses, and (iii) PSI's unpaid transaction expenses; provided, however, that to the extent that the aggregate amounts payable
in cash described in (i) and (ii) above exceed $1,500,000 (such excess, the "Excess SPAC Expense Amount"), the Sponsor will
bear 100% of such Excess SPAC Expense Amount, and to the extent the Sponsor fails to pay or otherwise discharge such Excess SPAC Expense
Amount at Closing (the "Sponsor Shortfall"), the Sponsor will automatically be deemed to irrevocably transfer to Pubco and
forfeit for cancellation for no consideration, a quantity of Pubco Ordinary Shares equal to (x) the Sponsor Shortfall divided by (y) $10.00.

 Conditions to Closing

 The obligations of the parties to consummate the PSI Business Combination
are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the PSI
Business Combination Agreement and the PSI Business Combination and related matters by the requisite vote of our shareholders; (ii) obtaining
material regulatory approvals; (iii) no law or order preventing or prohibiting PSI Business Combination; (iv) our Company having at least
$5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any PIPE financing that
has been funded; (v) amendment by the shareholders of the Pubco of the Pubco's memorandum and articles of association; (vi) the
effectiveness of the PSI Registration Statement; (vii) appointment of the post-closing directors of the Pubco; and (viii) Nasdaq listing
requirements having been fulfilled.

 In addition, unless waived by PSI, the obligations
of PSI, the Pubco, the First Merger Sub and the Second Merger Sub to consummate the PSI Business Combination are subject to the satisfaction
of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) our representations and warranties
being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) our having performed in all material respects
its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required
to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect
to our Company since the date of the Business Combination Agreement which is continuing and uncured; and (iv) receipt by PSI and the Pubco
of the Ancillary Documents duly executed and approved by the other parties thereto.

 Unless waived by us, our obligations to consummate
the PSI Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates
and other closing deliveries: (i) the representations and warranties of PSI, the Pubco, the First Merger Sub, and the Second Merger Sub
being true and correct on and as of the Closing (subject to Material Adverse Effect on the Target Companies, taken as a whole); (ii) PSI,
the Pubco, the First Merger Sub, and the Second Merger Sub having performed in all material respects the respective obligations and complied
in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed
or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Target Companies
(taken as a whole) since the date of the PSI Business Combination Agreement that is continuing and uncured; and (iv) our receipt of the
Ancillary Documents duly executed and approved by the other parties thereto.

 Termination

 The PSI Business Combination Agreement may be
terminated at any time prior to the Closing by either our Company or PSI if the Closing does not occur by June 30, 2024.

 The PSI Business Combination Agreement may also
be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons: (i)
by mutual written consent of our Company and PSI; (ii) by either us or PSI if a governmental authority of competent jurisdiction shall
have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such
order or other action has become final and non-appealable; (iii) by PSI for our uncured breach of the PSI Business Combination Agreement,
such that the related Closing condition would not be met; (iv) by us for the uncured breach of the PSI Business Combination Agreement
by PSI, the Pubco, the First Merger Sub, or the Second Merger Sub, such that the related Closing condition would not be met; (v) by either
us or PSI if we hold our shareholder meeting to approve the Business Combination Agreement and the PSI Business Combination, and such
approval is not obtained; and (vi) by PSI, if our Ordinary Shares have become delisted from Nasdaq and are not relisted on the Nasdaq
or the New York Stock Exchange within sixty (60) days after such delisting.

 If the PSI Business Combination Agreement is terminated,
all further obligations of the parties under the PSI Business Combination Agreement (except for certain obligations related to confidentiality,
effect of termination, fees and expenses, trust fund waiver, miscellaneous and definitions to the foregoing) will terminate, no party
to the PSI Business Combination Agreement will have any further liability to any other party thereto.

 Trust Account Waiver

 PSI, Pubco, the First Merger Sub and the Second
Merger Sub have agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies
in our Trust Account, and have agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions
therefrom).

 The foregoing description of the PSI Business
Combination Agreement do not purport to be complete and are qualified in its entirety by the terms and conditions of the PSI Business
Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

 Related Agreements and Documents

 Lock-Up Agreements

 Simultaneously with the execution of the Business
Combination Agreement, the Pubco, the SPAC Representative, PSI and our Company entered into lock-up agreements with certain holders of
the Founder Shares and with certain holders of our securities (the "Lock-Up Agreements"). These Lock-Up Agreements provide
for a lock-up period commencing on the Closing Date and ending on the earlier of (i) the 6-month anniversary of the Closing and (ii) the
date on which Pubco completes a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that
results in all of the outstanding Pubco Ordinary Shares being converted into cash, securities or other property, with respect to Pubco
Ordinary shares held by the such shareholder. The parties' undertakings in the Lock-Up Agreements were made as a condition to the
willingness of PSI and our Company to enter into the PSI Business Combination Agreement and as an inducement and in consideration therefor.

 The foregoing description of the Lock-Up Agreements
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up Agreements, a form of which
is filed as Exhibit 10.15 hereto and is incorporated by reference herein.

 Support Agreement

 Simultaneously with the execution of the PSI Business
Combination Agreement, our Company, the Pubco, PSI, the Sponsor and certain shareholders of PSI entered into a Support Agreement (the
"Support Agreement"), pursuant to which, among other things, the Sponsor and the shareholders of PSI have agreed (a) to support
the adoption of the PSI Business Combination Agreement and the approval of the PSI Business Combination, subject to certain customary
conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain
customary conditions. In addition, the Sponsor agreed in the Support Agreement that, to the extent the Sponsor fails to pay or otherwise
discharge any Excess SPAC Expense Amount, the Sponsor shall automatically transfer to Pubco and forfeit for cancellation (for no additional
cash consideration) a quantity of Pubco Ordinary Shares otherwise due to the Sponsor at Closing equal to (i) the portion of the Excess
SPAC Expense Amount that is unpaid or otherwise undischarged by the Sponsor, divided by (ii) $10.00. The parties' undertakings in
the Support Agreement were made as a condition to the willingness of PSI and our Company to enter into the PSI Business Combination Agreement
and as an inducement and in consideration therefor.

 The foregoing description of the Support Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement, a form of which
is filed as Exhibit 10.16 hereto and is incorporated by reference herein.

 Registration Rights Agreement

 Simultaneously with the execution of the PSI Business
Combination Agreement, the Pubco, certain of our shareholders and PSI, entered into a Registration Rights Agreement (the "Registration
Rights Agreement"). Pursuant to the Registration Rights Agreement, the parties listed under "Investor" on the signature
page thereto will be provided the right to demand registrations, piggy-back registrations and shelf registrations with respect to Registrable
Securities (as defined in the Registration Rights Agreement). The Registration
Rights Agreement contains customary covenants regarding registration procedures and mutual indemnification obligations, among other
matters. The parties' undertakings in the Registration Rights Agreement were made as a condition to the willingness of PSI and our
Company to enter into the PSI Business Combination Agreement and as an inducement and in consideration therefor.

 The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement,
a form of which is filed as Exhibit 10.17 hereto and is incorporated by reference herein.

 Other than as specifically discussed, this Report
does not assume the closing of the PSI Business Combination.

 Extensions of Our Combination Period

 We initially had until January 21, 2023, 12 months
from the closing of our Initial Public Offering, to consummate our initial Business Combination. On January 18, 2023, we held the First
Extension Meeting and approved, among other things, amendments to the Amended and Restated Charter to (i) extend the date by which we
must consummate an initial Business Combination from January 21, 2023 to October 21, 2023, and (ii) to permit the Board, in its sole discretion,
to elect to wind up our operations on an earlier date than October 21, 2023. In connection with the First Extension Amendments, Public
Shareholders holding 7,623,698 Ordinary Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust
Account. As a result, an aggregate amount of approximately $78,324,476 (approximately $10.27 per share) was removed from the Trust Account
to pay such holders.

 On January 20, 2023, in connection with the vote
to approve the First Extension Amendments, we issued the First Extension Note, a promissory note in the aggregate principal amount of
$450,000 to the Sponsor, pursuant to which the First Extension Funds were deposited into the Trust Account in monthly installments for
the benefit of each Public Share that was not redeemed in connection with the First Extension Amendments. The Sponsor agreed to pay $50,000
(or $0.05 per Public Share not redeemed) per month that the Board decided to take to complete an initial Business Combination, commencing
on January 21, 2023 and continuing through October 21, 2023. As of December 31, 2023, an aggregate of $450,000 of the First Extension
Funds has been deposited into the Trust Account. The First Extension Note bears no interest and is repayable in full upon the earlier
of (i) the date of the consummation of the initial Business Combination, and (ii) the date of our liquidation.

 On October 19, 2023, we held the Second Extension
Meeting and approved, among other things, an amendment to the Amended and Restated Charter to extend the date by which we have to consummate
an initial Business Combination from October 21, 2023 to January 21, 2025, or such earlier date as determined by the Board of Directors.
In connection with the Second Extension Amendment, Public Shareholders holding 16,501 Ordinary Shares exercised their right
to redeem such Public Shares for a pro rata portion of the Trust Account. As a result, $185,030 (approximately $11.21 per share)
was removed from the Trust Account to pay such holders.

 On October 19, 2023, in connection with the vote to approve the Second
Extension Amendment, we issued the Second Extension Note, a promissory note in the aggregate principal amount of up to $750,000 to
the Sponsor, pursuant to which the Second Extension Funds are deposited into the Trust Account for the benefit of each Public Share that
was not redeemed in connection with the Second Extension Amendment. The Sponsor agreed to pay $50,000 (or $0.05 per Public Share not redeemed)
per month that the Board decides to take to complete an initial Business Combination, commencing on October 21, 2023 and continuing through
January 21, 2025. As of December 31, 2023, $150,000 had been deposited into the Trust Account in connection with the Second Extension
Note. The Second Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the
initial Business Combination, and (b) the date of our liquidation. As of December 31, 2023, the Trust Account contains approximately $11.44
per remaining Public Share outstanding.

 We may seek to further extend the Combination
Period consistent with applicable laws, regulations and stock exchange rules. Such an extension would require the approval of our Public
Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares. Such redemptions will likely have
a material adverse effect on the amount held in our Trust Account, our capitalization, principal shareholders and other impacts on our
Company or Management Team, such as our ability to maintain our listing on the Nasdaq Global Market.

 Founder Share Conversion

 On October 18, 2023, we issued an aggregate of 2,156,249 Class
A Ordinary Shares to the Sponsor, upon the conversion of an equal number of Class B Ordinary Shares, held by the Sponsor. The 2,156,249 Class
A ordinary Shares issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class
B Ordinary Shares before the Founder Share Conversion, including, among other things, certain transfer restrictions, waiver of redemption
rights and the obligation to vote in favor of an initial Business Combination as described in the IPO Registration Statement.

 Investment Criteria

 Our Management Team has focused and will continue
to focus on creating shareholder value by leveraging its experience in the management, operation and financing of businesses to improve
the efficiency of operations while implementing strategies to help our potential Business Combination target scale revenue organically
and/or through acquisitions. We have identified the following general criteria and guidelines, which we believe are important in evaluating
Business Combination opportunities, including the PSI Business Combination. While we have used and will continue to use these criteria
and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to
do so. Any particular Business Combination opportunity that we ultimately determine to pursue may only meet some, but not all of these
criteria:

 Middle-Market Growth Business. We primarily seek to acquire one or more growth businesses with a total enterprise value of between $225,000,000 and $375,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations) or a company with negative cash flow.

 Companies in Business Segments that Are Strategically Significant. We seek to acquire businesses in sectors that are currently strategically significant, including accounting and expense management, blockchain, capital markets, digital banking and financial infrastructure, HR, payroll, and benefits, insurance, lending, payments, billing, and money transfer, personal finance, real estate, regulatory tech, and wealth management.

 Business with Revenue and Earnings Growth Potential. We seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

 Companies with Potential for Strong Free Cash Flow Generation. We seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We are focusing on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

 Benefit from Being a Public Company. We intend to acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.

 These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant, on these general
criteria and guidelines as well as other considerations, factors and criteria that our Management Team may deem relevant. We believe our
Management Team's extensive contacts, broad industry knowledge and highly regarded experience will yield a robust deal flow from
which we may select a target. We seek to acquire the target on terms and in a manner that leverages our Management Team's experience.
The potential upside from growth in the target business and an improved capital structure will be weighed against any identified downside
risks designed to balance value creation with capital preservation. In the event that we decide to enter into an initial Business Combination
with a target business that meets some, but not all of the above criteria and guidelines, we will disclose that the target business meets
some, but not all of the above criteria and guidelines in our shareholder communications related to our initial Business Combination,
which, as discussed in this Report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would
file with the SEC, such as the PSI Registration Statement In evaluating a prospective target business, such as PSI, we conduct a
due diligence review which encompasses, among other things, meetings with incumbent ownership, management and employees, document reviews,
interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information that are made available
to us.

 Competitive Strengths

 Management Team

 We believe that our Management Team's extensive
relationships within the financial services industry enable us to identify Business Combination opportunities with significant potential
upside. Our Management Team's combined experience, when paired with our ability to perform under varying economic environments,
is a differentiating factor that is highly attractive to potential target companies.

 Status as a Public Company

 We believe that our structure as a public company
makes us an attractive Business Combination partner to target businesses. As an existing public company, we offer a target business an
alternative to a traditional initial public offering through a merger or other Business Combination. In this situation, the owners of
the target business would exchange their stock, shares or other equity interests in the target business for our Ordinary Shares or for
a combination of our Ordinary Shares and cash, allowing us to tailor the consideration used in the transaction to the specific needs of
the sellers. We believe that target businesses might find this avenue a more certain and cost-effective method to becoming a public
company than a typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing,
roadshow and public reporting efforts that will likely not be present to the same extent in connection with a Business Combination with
us. Furthermore, once the Business Combination is consummated, the target business will have effectively become a public company, whereas
an initial public offering is always subject to the underwriters' ability to complete the offering, as well as general market conditions
that could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital
and an additional means of providing management incentives consistent with shareholders' interests than it would have as a privately-held company.
Public company status can offer further benefits by enhancing a company's profile among potential new customers and vendors and
attracting talented employees. While we believe that our status as a public company will make us an attractive business partner, some
potential target businesses may view the inherent limitations in our status as a blank check company as a deterrent and may prefer to
effect a Business Combination with a more established entity or with a private company. These limitations include constraints on our available
financial resources, which may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement
that we seek shareholder approval of a Business Combination or conduct a tender offer in relation thereto, which may delay the consummation
of a transaction; and the existence of our outstanding rights, which may represent a source of future dilution.

 Financial Position

 With funds in the Trust Account of approximately $11,265,163 available
to use for a Business Combination as of December 31, 2023, assuming no further redemptions and before payment of (i) deferred underwriting
fees and (ii) fees and expenses associated with our initial Business Combination, we offer a target business a variety of options such
as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital
for the potential growth and expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because we are
able to consummate our initial Business Combination using our cash, debt or equity securities, or a combination of the foregoing, we have
the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business
to fit its needs and desires. However, we have not taken any steps to secure third party financing, and there can be no assurance that
it will be available to us. Furthermore, redemptions in connection with our initial Business Combination could reduce the amount of funds
available to be used in connection with such Business Combinations.

 Effecting a Business Combination

 General

 We are not presently engaged in, and we will not
engage in, any substantive commercial business until we consummate our initial Business Combination. We intend to utilize cash derived
from the proceeds of our Initial Public Offering and the Private Placement of Private Units, our equity, debt or a combination of these
in effecting a Business Combination, such as the PSI Business Combination. A Business Combination may involve the acquisition of, or merger
with, a company that does not need substantial additional capital, but which desires to establish a public trading market for its shares,
while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant
expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, we may seek to consummate
a Business Combination with a company that may be financially unstable or in its early stages of development or growth. While we may seek
to effect simultaneous Business Combinations with more than one target business, we will probably have the ability, as a result of our
limited resources, to effect only a single Business Combination.

 We have up to 36 months from the closing of our Initial Public
Offering, or January 21, 2025, to consummate an initial Business Combination, subject to the Sponsor depositing the Second Extension Funds
into the Trust Account as set out below. Pursuant to the terms of our Amended and Restated Charter and the Trust Agreement, in order for
the time available for us to consummate our initial Business Combination to be extended (consistent with applicable laws, regulations
and stock exchange rules), our Sponsor or its affiliates or designees must deposit into the Trust Account $50,000 for each month of extension
until January 21, 2025 that the Board elects to take in its sole discretion. If we are unable to consummate an initial Business Combination
within such time period, we will redeem 100% of our issued and outstanding Public Shares for a pro rata portion of the funds held in the
Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust
Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding Public Shares, subject to applicable law and as further described herein, and then seek to liquidate and dissolve.
The pro rata redemption price as of December 31, 2023 was approximately $11.44 per Public Share, without taking into account any interest
earned on such funds. However, we cannot assure our shareholders that we will in fact be able to distribute such amounts, as a result
of claims of creditors, which may take priority over the claims of our Public Shareholders.

 Sources of Target Businesses

 Our principal means of identifying potential target
businesses has been and may continue to be through the extensive contacts and relationships of our Sponsor, officers and directors. While
our officers and directors are not required to commit any specific amount of time in identifying or performing due diligence on potential
target businesses, our officers and directors believe that the relationships they have developed over their careers and their access to
our Sponsor's contacts and resources generate potential Business Combination opportunities. Target business candidates have been
and may continue to be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds,
private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses
have been and may continue to be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls
or mailings. These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since
many of these sources will have read our prospectus in connection with our Initial Public Offering or this Report and know what types
of businesses we are targeting.

 Our officers and directors must present to us
all target business opportunities that have a fair market value of at least 80% of the assets held in the Trust Account (excluding taxes
payable on the income accrued in the Trust Account) at the time of the agreement to enter into the initial Business Combination, subject
to any pre-existing fiduciary or contractual obligations. We may engage the services of professional firms or other individuals that
specialize in business acquisitions, in which event we may pay a finder's fee, consulting fee or other compensation to be determined
in an arm's length negotiation based on the terms of the transaction. In no event, however, will our Sponsor, officers, directors
or their respective affiliates be paid any finder's fee, consulting fee or other compensation prior to, or for any services they
render in order to effectuate, the consummation of an initial Business Combination (regardless of the type of transaction that it is)
other than the $10,000 administrative services fee, the payment of consulting, success or finder fees to our Sponsor, officers, directors
or their affiliates in connection with the consummation of our initial Business Combination, the repayment of any loans to us and reimbursement
of any out-of-pocket expenses. Our Audit Committee reviews and approves all reimbursements and payments made to our Sponsor, officers,
directors or our or their respective affiliates, with any interested director abstaining from such review and approval. While PSI is not
affiliated with our Sponsor, executive officers or directors, in the event we do not consummate the PSI Business Combination and we seek
to complete our initial Business Combination with a company that is affiliated with our Sponsor, executive officers or directors, we,
or a committee of independent directors, we can do so if (i) such transaction is approved by a majority of our disinterested independent
directors and (ii) we obtain an opinion from an independent investment banking firm, or another independent entity that commonly
renders valuation opinions, that the Business Combination is fair to our unaffiliated shareholders from a financial point of view.

 Selection of a Target Business and Structuring
of a Business Combination

 Subject to our Management Team's pre-existing fiduciary
obligations and the limitations that a target business have a fair market value of at least 80% of the balance in the Trust Account (excluding
taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for our initial Business
Combination, as described below in more detail, and that we must acquire a controlling interest in the target business, our Management
has virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any specific
attributes or criteria (financial or otherwise) for prospective target businesses. In evaluating a prospective target business, such as
PSI, our Management may consider a variety of factors, including one or more of the following:

 financial condition and results of operation;

 growth potential;

 brand recognition and potential;

 experience and skill of management and availability of additional personnel;

 capital requirements;

 competitive position;

 barriers to entry;

 stage of development of the products, processes or services;

 existing distribution and potential for expansion;

 degree of current or potential market acceptance of the products, processes or services;

 proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;

 impact of regulation on the business;

 regulatory environment of the industry;

 the target business's compliance with U.S. federal law;

 costs associated with effecting the Business Combination;

 industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and

 macro competitive dynamics in the industry within which the company competes.

 These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular Business Combination has been and will continue to be based, to the extent relevant,
on the above factors as well as other considerations deemed relevant by our Management in effecting a Business Combination consistent
with our business objective. In evaluating a prospective target business, we conduct an extensive due diligence review that encompasses,
among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information
that are made available to us. This due diligence review is conducted either by our Management or by unaffiliated third parties we may
engage, although we have no current intention to engage any such third parties.

 Any costs incurred with respect to the identification
and evaluation of a prospective target business with which a Business Combination is not ultimately completed will result in a loss to
us and reduce the amount of capital available to otherwise complete a Business Combination.

 Fair Market Value of Target Business

 Nasdaq listing rules require that the target
business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in
the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement
for our initial Business Combination. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would
no longer be required to meet the foregoing 80% fair market value test. Based on the valuation analysis of our Management and Board of
Directors, we have determined that the fair market value of PSI was substantially in excess of 80% of the funds in the Trust Account and
that the 80% test was therefore satisfied.

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

 The fair market value of the target will be determined
by our Board of Directors based upon one or more standards generally accepted by the financial community (such as actual and potential
sales, earnings, cash flow and/or book value). The proxy solicitation materials or tender offer documents used by us in connection with
any proposed transaction will provide Public Shareholders with our analysis of the fair market value of the target business, as well as
the basis for our determinations. If our Board is not able to independently determine that the target business has a sufficient fair market
value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly
renders valuation opinions, with respect to the satisfaction of such criteria.

 We will not be required to obtain an opinion from
an investment banking firm as to the fair market value if our Board of Directors independently determines that the target business complies
with the 80% threshold. Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of our
independent directors.

 See "PSI Business Combination" above
for more information on the equity and financing arrangements in connection with the PSI Business Combination.

 Lack of Business Diversification

 We may seek to effect a Business Combination with
more than one target business, although we expect to complete our Business Combination with just one business. Therefore, at least initially,
the prospects for our success may be entirely dependent upon the future performance of a single business operation. Unlike other entities
that may have the resources to complete several Business Combinations of entities operating in multiple industries or multiple areas of
a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading
of risks or offsetting of losses. By consummating a Business Combination with only a single entity, our lack of diversification may:

 subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a Business Combination, and

 result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

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

 Limited Ability to Evaluate the Target Business'
Management

 Although we scrutinize the management of a prospective
target business when evaluating the desirability of effecting a Business Combination, such as the PSI Business Combination, we cannot
assure our shareholders that our assessment of the target business' management will prove to be correct. In addition, we cannot
assure our shareholders that the future management will have the necessary skills, qualifications or abilities to manage a public company.
Furthermore, the future role of our officers and directors, if any, in the target business following a Business Combination cannot presently
be stated with any certainty. Moreover, they would only be able to remain with the company after the consummation of a Business Combination
if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations would
take place simultaneously with the negotiation of the Business Combination and could provide for them to receive compensation in the form
of cash payments and/or our securities for services they would render to the company after the consummation of the Business Combination.
While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target business,
their ability to remain with the company after the consummation of a Business Combination will not be the determining factor in our decision
as to whether or not we will proceed with any potential Business Combination. Additionally, we cannot assure our shareholders that our
officers and directors will have significant experience or knowledge relating to the operations of the particular target business.

 Following a Business Combination, we may seek
to recruit additional managers to supplement the incumbent management of the target business. We cannot assure our shareholders that we
will have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.

 Shareholders May Not Have the Ability
to Approve an Initial Business Combination

 In connection with any proposed Business Combination, we will either
(i) seek shareholder approval of our initial Business Combination at a general meeting called for such purpose at which shareholders
may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or don't vote
at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (ii) provide
our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder
vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable),
in each case subject to the limitations described herein. The decision as to whether we will seek shareholder approval of a proposed Business
Combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and
will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require
us to seek shareholder approval. If we determine to engage in a tender offer, such tender offer will be structured so that each shareholder
may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. In that case, we will file tender
offer documents with the SEC that will contain substantially the same financial and other information about the initial Business Combination
as is required under the SEC's proxy rules. Whether we seek shareholder approval or engage in a tender offer, we will consummate
our initial Business Combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation
and, if we seek shareholder approval, we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of a majority of the shareholders who attend and vote at a general meeting of our Company.

 We chose our net tangible asset threshold of $5,000,001
to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an
initial Business Combination with a target business that imposes any type of working capital closing condition or requires us to have
a minimum amount of funds available from the Trust Account upon consummation of such initial Business Combination, we may need to have
more than $5,000,001 in net tangible assets either immediately prior to or upon consummation and this may force us to seek third-party
financing, which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial
Business Combination and we may not be able to locate another suitable target within the applicable time period, if at all. Public shareholders
may therefore have to wait until the end of the Combination Period in order to be able to receive a pro rata share of the Trust Account.
Pursuant to the Letter Agreement, our Sponsor, officers and directors have agreed (i) to vote any Ordinary Shares owned by them in
favor of any proposed Business Combination, (ii) not to redeem any Ordinary Shares in connection with a shareholder vote to approve
a proposed initial Business Combination and (iii) not sell any Ordinary Shares in any tender in connection with a proposed initial
Business Combination.

 None of our officers, directors, Sponsor or their
affiliates has purchased Units or Public Shares in our Initial Public Offering, or has since indicated any intention do so from persons
in the open market or in private transactions. However, if we hold a general meeting to approve a proposed Business Combination and a
significant number of Public Shareholders vote, or indicate an intention to vote, against such proposed Business Combination or that they
wish to have their Public Shares redeemed, our officers, directors, Sponsor or their affiliates could make such purchases in the open
market or in private transactions in order to influence the vote and reduce the number of redemptions. Notwithstanding the foregoing,
our officers, directors, Sponsor and their affiliates will not make purchases Public Shares if the purchases would violate Section 9(a)(2) or
Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company's stock.

 Redemption Rights

 At any meeting called to approve an initial Business
Combination, Public Shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the proposed Business
Combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business
days prior to the consummation of the initial Business Combination, less any taxes then due but not yet paid. Alternatively, we may provide
our Public Shareholders with the opportunity to sell their Public Shares to us through a tender offer (and thereby avoid the need for
a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any
taxes then due but not yet paid.

 Our Sponsor and our officers and directors will
not have redemption rights with respect to any Ordinary Shares owned by them, directly or indirectly, whether acquired prior to our Initial
Public Offering or purchased by them in our Initial Public Offering or in the aftermarket.

 We may require Public Shareholders, whether they
are a record holder or hold their Public Shares in "street name," to either (i) tender their certificates to our transfer
agent or (ii) deliver their Public Shares to the transfer agent electronically using the DWAC System, at the holder's option,
in each case prior to a date set forth in the proxy materials sent in connection with the proposal to approve the Business Combination.

 There is a nominal cost associated with the above-referenced delivery
process and the act of certificating the Public Shares or delivering them through the DWAC System. The transfer agent will typically charge
the tendering broker $100.00 and it would be up to the broker whether or not to pass this cost on to the holder. However, this fee would
be incurred regardless of whether or not we require holders seeking to exercise conversion rights. The need to deliver shares is a requirement
of exercising conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require shareholders
seeking to exercise conversion rights prior to the consummation of the proposed Business Combination and the proposed Business Combination
is not consummated this may result in an increased cost to shareholders.

 Any proxy solicitation materials we furnish to
shareholders in connection with a vote for any proposed Business Combination will indicate whether we are requiring Public Shareholders
to satisfy such certification and delivery requirements. Accordingly, a Public Shareholder would have from the time the Public Shareholder
received our proxy statement up until two business days prior to the scheduled vote on the proposal to approve the Business Combination
to deliver his, her or its shares if he, she or it wishes to seek to exercise his conversion rights. This time period varies depending
on the specific facts of each transaction. However, as the delivery process can be accomplished by the shareholder, whether or not he,
she or it is a record holder or his, her or its Public Shares are held in "street name," in a matter of hours by simply
contacting the transfer agent or his broker and requesting delivery of his, her or its Public Shares through the DWAC System, we believe
this time period is sufficient for an average investor. However, we cannot assure our shareholders of this fact. In connection
with any general meeting called to approve a proposed initial Business Combination, we may require Public Shareholders who wish to convert
their Public Shares in connection with a proposed Business Combination to comply with specific requirements for conversion that may make
it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights.

 Any request to redeem such shares once made, may
be withdrawn at any time up to the vote on the proposed Business Combination or the expiration of the tender offer. Furthermore, if a
Public Shareholder delivered his certificate in connection with an election of their conversion and subsequently decides prior to the
applicable date not to elect to exercise such rights, he or she may simply request that the transfer agent return the certificate (physically
or electronically).

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

 Redemption of Public Shares and Liquidation
if No Initial Business Combination

 Our Sponsor, officers and directors have agreed
that we will have up to 36 months from the closing of our Initial Public Offering, or until January 21, 2025, to complete our initial
Business Combination. If we are unable to complete our initial Business Combination within such Combination Period, we will: (i) cease
all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes
payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders'
rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve,
subject in each case to our obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to our Rights, which will expire worthless if we fail
to complete our initial Business Combination by the end of the Combination Period.

 Our Sponsor, officers and directors have entered
into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account
with respect to their Founder Shares if we fail to complete our initial Business Combination by the end of the Combination Period. However,
if our Sponsor, officers and directors acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account
with respect to such Public Shares if we fail to complete our initial Business Combination by the end of the Combination Period.

 Our Sponsor, officers and directors have also
agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended and Restated Charter (i) that would
affect our Public Shareholders' ability to redeem or sell their Public Shares to us in connection with a Business Combination as
described herein or to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our
initial Business Combination by the end of the Combination Period or (ii) with respect to any other provision relating to shareholders'
rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their
Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding
Public Shares. However, we may not redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001
either immediately prior to or upon completion of our initial Business Combination (so that we do not then become subject to the SEC's
"penny stock" rules).

 If we do not consummate our initial Business Combination
by the deadline set forth in our Amended and Restated Charter, we expect that all costs and expenses associated with implementing our
plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $114,709 of proceeds held
outside the Trust Account as of December 31, 2023, although we cannot assure our shareholders that there will be sufficient funds for
such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution,
to the extent that there is any interest accrued in the Trust Account not required to pay taxes, we may request the trustee to release
to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

 If we were to expend all of the net proceeds of
our Initial Public Offering and the sale of the Private Units, other than the proceeds deposited in the Trust Account, and without taking
into account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution
would be approximately $11.44. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors
which would have higher priority than the claims of our Public Shareholders. We cannot assure our shareholders that the actual per-share redemption
amount received by shareholders will not be substantially less than $11.44. While we intend to pay such amounts, if any, we cannot assure
our shareholders that we will have funds sufficient to pay or provide for all creditors' claims.

 Although we seek to have all vendors, service
providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public
Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be
prevented from bringing claims against the Trust Account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility
or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement
waiving such claims to the monies held in the Trust Account, our Management will perform an analysis of the alternatives available to
it and will enter into an agreement with a third party that has not executed a waiver only if Management believes that such third party's
engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third
party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are
believed by Management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where
we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree
to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and
will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our
initial Business Combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial
Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against
us within the 10 years following redemption. Our Sponsor has agreed that it will be liable to us if and to the extent any claims
by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business
with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10
per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust
Account, due to reductions in the value of the Trust Account assets, in each case net of the amount of interest which may be withdrawn
to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account
and except as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including
liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our
Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether
our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor's only assets are securities
of our company and, therefore, our Sponsor may not be able to satisfy those obligations. We have not asked our Sponsor to reserve for
such obligations. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors
and prospective target businesses.

 In the event that the proceeds in the Trust Account
are reduced below (1) $10.10 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the
date of the liquidation of the Trust Account, due to reductions in the value of the Trust Account assets, in each case net of the amount
of interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its indemnification obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure our
shareholders that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than
$10.10 per share.

 We have sought and will continue to seek to reduce
the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will
also not be liable as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities,
including liabilities under the Securities Act. As of December 31, 2023, we have access to up to $114,709 to pay any such potential claims
(excluding up to $100,000 in interest accrued on funds in the Trust Account that can be used to pay for costs and expenses incurred in
connection with our liquidation). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities
is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors. As of December 31,
2023, the amount held outside the Trust Account was $114,709.

 If we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the Trust Account
could be subject to applicable bankruptcy or insolvency law, and may be included in our insolvency estate and subject to the claims of
third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the Trust Account, we cannot
assure our shareholders we will be able to return $11.44 per share to our Public Shareholders. Additionally, if we file a bankruptcy or
winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions
received by Public Shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as a voidable performance.
As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our Public Shareholders. Furthermore,
our Board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing
itself and our Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims
of creditors. We cannot assure our shareholders that claims will not be brought against us for these reasons.

 Our Public Shareholders will be entitled to receive
funds from the Trust Account only upon the earliest to occur of: (i) the completion of our initial Business Combination, and then
only in connection with those Public Shares that such Public Shareholder properly elected to redeem, subject to the limitations described
herein, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our Amended and
Restated Charter (x) that would affect our Public Shareholders' ability to redeem or sell their Public Shares to us in connection
with a Business Combination as described in this Report or to modify the substance or timing of our obligation to redeem 100% of our Public
Shares if we do not complete our initial Business Combination by the end of the Combination Period or (x) with respect to any other
provision relating to shareholders' rights or pre-initial Business Combination activity and (iii) the redemption of our
Public Shares if we are unable to complete our initial Business Combination by the end of the Combination Period, subject to applicable
law and as further described in this Report. In no other circumstances will a shareholder have any right or interest of any kind to or
in the Trust Account. In the event we seek shareholder approval in connection with our initial Business Combination, a shareholder's
voting in connection with our initial Business Combination alone will not result in a Public Shareholder's redeeming its Public
Shares to us for an applicable pro rata share of the Trust Account. Such Public Shareholder must have also exercised its redemption rights
described above.

 Amended and Restated Charter

 Our Amended and Restated Charter contains certain requirements and
restrictions relating to our Initial Public Offering that will apply to us until the completion of our initial Business Combination. Our
Amended and Restated Charter contains a provision that provides that, if we seek to amend our Amended and Restated Charter (i) that
would affect our Public Shareholders' ability to redeem or sell their shares to us in connection with a Business Combination as
described in this Report or to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete
our initial Business Combination within 36 months from the closing of our Initial Public Offering, or January 21, 2025, if we utilize
the full extension period granted to consummate a Business Combination, or (ii) with respect to any other provision relating to shareholders'
rights or pre-initial Business Combination activity, we will provide Public Shareholders with the opportunity to redeem their Public
Shares in connection with any such amendment. Specifically, our Amended and Restated Charter provides, among other things, that:

 prior to the completion of our initial Business Combination, we shall either (i) seek shareholder approval of our initial Business Combination at a general meeting called for such purpose at which Public Shareholders may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination, or (ii) provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination by means of a tender offer (and thereby avoid the need for a shareholder vote), in each in cash, for an amount payable in cash equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the completion of our initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to the limitations described herein;

 we will consummate our initial Business Combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon completion of our initial Business Combination and, solely if we seek shareholder approval, we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of our Company;

 if our initial Business Combination is not consummated by the end of the Combination Period (or by January 21, 2025), then our existence will terminate and we will distribute all amounts in the Trust Account; and

 prior to our initial Business Combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote as a class with our Public Shares (a) on any initial Business Combination or (b) to approve an amendment to our Amended and Restated Charter to (x) extend the time we have to consummate a Business Combination beyond 36 months from the closing of our Initial Public Offering, or January 21, 2025, or (y) amend the foregoing provisions.

 These provisions cannot be amended without the
approval of holders of at least two-thirds of the votes that are cast by holders of Ordinary Shares, voting as a single class, who,
being present and entitled to vote at the general meeting of our Ordinary Shares. In the event we seek shareholder approval in connection
with our initial Business Combination, our Amended and Restated Charter provides that we may consummate our initial Business Combination
only if approved by a majority of the Ordinary Shares voted by our shareholders at a duly held general meeting.

 Additionally, our Amended and Restated Charter
provides that, prior to our initial Business Combination, only holders of our Founder Shares will have the right to vote on the appointment
of directors and that holders of a majority of our Founder Shares may remove a member of the Board of Directors for any reason. These
provisions of our Amended and Restated Charter may only be amended by a special resolution passed by at least 90% of our Ordinary Shares
voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection
with our initial Business Combination, except as required by law, holders of our Founder Shares and holders of our Public Shares will
vote together as a single class, with each share entitling the holder to one vote.

 Amendments to the Amended and Restated Charter

 On January 19, 2023, we filed an amendment to
the Amended and Restated Charter with the Cayman Islands Registrar of Companies, which extended the date by which we have to consummate
an initial Business Combination from January 21, 2023 to October 21, 2023, or such earlier date in the Board's sole discretion.
On October 19, 2023, we filed another amendment to the Amended and Restated Charter with the Cayman Islands Registrar of Companies, which
extended the date by which we have to consummate an initial Business Combination from October 21, 2023 to January 21, 2025, or such earlier
date in the Board's sole discretion.

 Competition

 We have encountered and expect to continue to
encounter intense competition from other entities having a business objective similar to ours, including private investors (which may
be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for
the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target
businesses we could potentially acquire with the net proceeds of our Initial Public Offering and the sale of the Private Units, our ability
to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore,
in the event we seek shareholder approval of our initial Business Combination and we are obligated to pay cash for our Class A Ordinary
Shares, it will potentially reduce the resources available to us for our initial Business Combination. Any of these obligations may place
us at a competitive disadvantage in successfully negotiating a Business Combination.

 Conflicts of Interest

 Our Sponsor, officers and directors may participate
in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial Business Combination.
As a result, our Sponsor, officers or directors could have conflicts of interest in determining whether to present Business Combination
opportunities to us or to any other blank check company with which they may become involved.

 All of our executive officers and certain of our
directors have or may have fiduciary and contractual duties to certain companies in which they have invested. These entities may compete
with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it.

 Our officers and directors have agreed to present
to us all target business opportunities that have a fair market value of at least 80% of the assets held in the Trust Account (excluding
taxes payable on the income accrued in the Trust Account), subject to any pre-existing fiduciary or contractual obligations. If any
of our officers or directors becomes aware of an initial Business Combination opportunity that may be attractive to any entity to which
he has pre-existing fiduciary or contractual obligations, he will be required to present such initial Business Combination opportunity
to such entity prior to presenting such initial Business Combination opportunity to us. Certain of our officers and directors presently
have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such
officer or director is or will be required to present a Business Combination opportunity to such entity. Accordingly, they will be required
to present all suitable Business Combination opportunities to such entities prior to presenting them to our company for consideration.

 We do not believe, however, that the above-mentioned fiduciary
duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial Business Combination.

 Our Amended and Restated Charter provides that,
to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except
and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities
or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate
in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on
the other.

 Employees

 We currently have 2 executive officers and do
not intend to have any full-time employees prior to the completion of our initial Business Combination. Members of our Management
Team are not obligated to devote any specific number of hours to our matters but they devote as much of their time as they deem necessary
to our affairs until we have completed our initial Business Combination. The amount of time that any such person devotes in any time period
varies based on the stage of the initial Business Combination process we are in.

 Periodic Reporting and Financial Information

 Our Units, Class A Ordinary Shares, and rights
are registered under the Exchange Act, and as a result, we have reporting obligations, including the requirement that we file annual,
quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, including
this Report, contain financial statements audited and reported on by our independent registered public auditors.

 We will provide shareholders with audited financial
statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders
to assist them in assessing the target business, such as the PSI Business Combination. These financial statements may be required to be
prepared in accordance with, or be reconciled to, GAAP or IFRS, depending on the circumstances and the historical financial statements
may be required to be audited in accordance with PCAOB standards. These financial statement requirements may limit the pool of potential
target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such
financial statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time
frame. While this may limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material.

 We are required to evaluate our internal control
procedures for the fiscal year ended December 31, 2023 as required by the Sarbanes-Oxley Act. Only in the event we are deemed
to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have
our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act
regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with
the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

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

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

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

 We will remain an emerging growth company until
the earlier of (i) the last day of the fiscal year (x) following the fifth anniversary of the completion of our Initial
Public Offering (January 21, 2027), (y) in which we have total annual gross revenue of at least $1.235 billion, or (z) in
which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds
$700 million as of the end of the prior fiscal year's second fiscal quarter, and (ii) the date on which we have issued
more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging
growth company" shall have the meaning associated with it in the JOBS Act.

 Additionally, we are a "smaller reporting
company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will
remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our Ordinary Shares
held by non-affiliates exceeds $250 million as of the end of that year's second fiscal quarter, or (ii) our annual
revenues exceeded $100 million during such completed fiscal year and the market value of our Ordinary Shares held by non-affiliates exceeds
$700 million as of the end of that year's second fiscal quarter.

 Exempted companies are Cayman Islands companies
wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies
Act. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands government that,
in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from
the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or
appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations
or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other
obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital
by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

 Item 1A. Risk Factors.

 As a smaller reporting company under Rule 12b-2
of the Exchange Act, we are not required to include risk factors in this Report. However, the following is a partial list of material
risks, uncertainties and other factors that could have a material effect on us and our operations:

 we are a blank check company and an early stage company with no revenue or basis to evaluate our ability to select a suitable business target;

 we may not be able to select an appropriate target business or businesses and complete our initial Business Combination, including the PSI Business Combination, in the prescribed time frame;

 our expectations around the performance of a prospective target business or businesses, such as PSI, may not be realized;

 we may not be successful in retaining or recruiting required officers, key employees or directors following our initial Business Combination, including the PSI Business Combination;

 our officers and directors may have difficulties allocating their time between our Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial Business Combination;

 we may not be able to obtain additional financing to complete our initial Business Combination or reduce the number of shareholders requesting redemption;

 we may issue our shares to investors in connection with our initial Business Combination at a price that is less than the prevailing market price of our shares at that time;

 our shareholders may not be given the opportunity to choose the initial business target or to vote on the initial Business Combination;

 Trust Account funds may not be protected against third party claims or bankruptcy;

 an active market for our public securities may not develop and our shareholders will have limited liquidity and trading;

 our financial performance following a Business Combination with an entity may be negatively affected by their lack of an established record of revenue, cash flows and experienced management;

 there may be more competition to find an attractive target for an initial Business Combination, which could increase the costs associated with completing our initial Business Combination and may result in our inability to find a suitable target;

 changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination;

 if we do not consummate the PSI Business Combination, we may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

 we may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the Initial Public Offering, which may include acting as a financial advisor in connection with an initial Business Combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the Trust Account only upon a completion of an initial Business Combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination;

 we may attempt to complete our initial Business Combination with a private company about which little information is available, such as PSI, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all;

 since our Sponsor will lose their entire investment in us if our initial
Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after our Initial Public
Offering), and because our Sponsor, officers and directors may profit substantially even under circumstances in which our Public Shareholders
would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular Business
Combination target is appropriate for our initial Business Combination;

 the value of the Founder Shares following completion of our initial
Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Ordinary
Shares at such time is substantially less than $11.44 per share;

 resources could be wasted in researching acquisitions that are not
completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have
not completed our initial Business Combination within the Combination Period, our Public Shareholders may receive only approximately
$11.44 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our Rights will expire
worthless;

 we may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations, including the Committee on Foreign Investment in the United States ("CFIUS"). Our Chief Executive Officer, Eric Chen, a Canadian citizen, holds an approximate 65% interest in the Sponsor, and therefore we or our Sponsor may constitute a "foreign person" under CFIUS rules and regulations. Were we considered to be a "foreign person" under such rules and regulations, any proposed Business Combination between us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions and/or CFIUS review;

 market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a Business Combination;

 if our initial business combination involves
a company organized under the laws of a state of the United States, it is possible the Excise Tax will be imposed on us in connection
with redemptions of our ordinary shares after or in connection with such initial business combination;

 adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects;

 military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination; and

 there is substantial doubt about our ability to continue as a "going concern."

 Nasdaq may delist our securities from trading
on its exchange prior to the Business Combination, which could limit investors' ability to make transactions in our securities and
subject it to additional trading restrictions.

 We cannot assure our shareholders that our securities
will continue to be listed on Nasdaq in the future and prior to the Business Combination. In order to continue listing our securities
on Nasdaq prior to the Business Combination, we must maintain certain financial, distribution and share price levels.

 On May 11, 2023, we received a deficiency letter
(the "First Nasdaq Letter") from the Listing Qualifications Department (the "Nasdaq Staff") of Nasdaq notifying
us that, for the preceding 30 consecutive business days, our Market Value of Listed Securities ("MVLS") was below the $50 million
minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the "MVLS
Requirement").

 Also on May 11, 2023, we received a deficiency
letter (the "Second Nasdaq Letter") from the Nasdaq Staff notifying us that, for the preceding 30 consecutive business days,
our Market Value of Publicly Held Shares ("MVPHS") was below the $15 million minimum requirement for continued inclusion
on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(3)(C) (the "MVPHS Requirement").

 The First Nasdaq Letter and Second Nasdaq Letter
received had no immediate effect on our Nasdaq listing. The Nasdaq Listing Rules provided us with a compliance period of 180 calendar
days in which to regain compliance. If at any time during this compliance period, our MVLS closed at $50 million or more and our MVPHS
closed at $15 million or more for a minimum of ten consecutive business days, Nasdaq would provide us written confirmation of compliance.

 On September 25, 2023, we received a deficiency
letter (the "Third Nasdaq Letter") from the Nasdaq Staff notifying us that our Public Holders were below the 400 Public Holders
minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(2) (the "Public
Holders Requirement").

 The Third Nasdaq Letter had no immediate effect
on our Nasdaq listing. The Nasdaq rules provided us with 45 calendar days to submit a plan to regain compliance and a compliance period
of up to 180 calendar days in which to evidence compliance.

 On November 22, 2023, we received a notice (the
"Nasdaq Notice") from the Nasdaq Staff indicating that since we received the First Nasdaq Letter and Second Nasdaq Letter,
we had not regained compliance with either of the MVLS Requirement or the MVPHS Requirement.

 Pursuant to the Notice, unless a hearing is timely
requested before the Nasdaq Hearings Panel (the "Panel"), our securities would have been subject to suspension and delisting
from The Nasdaq Global Market at the opening of business on December 1, 2023, and a Form 25-NSE would be filed with the SEC,
which would remove our securities from listing and registration on Nasdaq. Alternatively, we could consider applying to list its securities
on The Nasdaq Capital Market, provided we satisfy the requirements for continued listing on that market. The Nasdaq Capital Market is
a continuous trading market that operates in substantially the same manner as The Nasdaq Global Market. In connection with the First Nasdaq
Letter, Second Nasdaq Letter and Third Nasdaq Letter, we timely requested a hearing before the Panel.

 The hearing to appeal the Nasdaq Notice was held
on February 22, 2024 (see Note 1). Our securities continued to trade on The Nasdaq Global Market until the hearing process concluded and
the Panel issued a written decision. There can be no assurance that the Panel will grant the Company's request for a suspension
of delisting or continued listing on The Nasdaq Global Market.

 On February 13, 2024, we received a letter from
the Nasdaq Staff indicating that we regained compliance with the MVPHS requirement. On March 14, 2024, the Panel issued its decision,
which granted our request for continued listing, subject to certain conditions, including that (i) on or before May
1, 2024, we advise the Panel on the status of the SEC review of the PSI Registration Statement, (ii) or before May 15, 2024, we
 hold a shareholder meeting and obtain approval for completion of our Business Combination; and (iii) on or before May 20, 2024,
we close our Business Combination and the new entity shall demonstrate compliance with Listing Rule 5505.

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

 our
ability to complete the Business Combination;

 a limited
availability of market quotations for our securities;

 reduced
liquidity for our securities;

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

 a limited
amount of news and analyst coverage; and

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

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

 We may seek to further extend the Combination
Period, which could have a material adverse effect on the amount held in our Trust Account and other adverse effects on our Company.

 We may seek to further extend
the Combination Period. Such an extension would require the approval of our Public Shareholders, who will be provided the opportunity
to redeem all or a portion their Public Shares. Such redemptions will likely have a material adverse effect on the amount held in our
Trust Account, our capitalization, principal shareholders and other impacts on our Company or Management Team, such as our ability to
maintain our listing on the Nasdaq Global Market.

 If we seek to further extend the Combination
Period, such extension would not be in compliance with Nasdaq rules, and unless Nasdaq were to grant us an exemption, will likely lead
Nasdaq to suspend trading in or delist our securities.

 Our securities are listed
on the Nasdaq Global Market. Nasdaq IM-5101-2 requires that a SPAC complete one or more business combinations within 36 months of
the effectiveness of its initial public offering registration statement, which, in our case, would be January 21, 2025 (the "Nasdaq
Deadline"). If we were to seek to further extend the Combination Period beyond January 21, 2025, our Combination Period would extend
beyond the Nasdaq Deadline. Consequently, further extension of our Combination Period does not comply with Nasdaq rules. There is a risk
that, even if an extension were approved by our shareholders, trading in our securities may be suspended and we may be subject to delisting
by Nasdaq. We cannot assure you that (i) Nasdaq will not delist our securities in the event such an extension were approved and we do
not complete one or more Business Combinations by the Nasdaq Deadline, (ii) we will be able to obtain a hearing with the Panel to appeal
the delisting determination, or (iii) our securities will not be suspended pending the Panel's decision.

 If Nasdaq delists any of our
securities from trading and we are unable to list our securities on another national securities exchange, we expect our securities could
potentially be quoted on an over-the-counter market. However, if this were to occur, we could face significant material adverse consequences.

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

 We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of
third parties with whom we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early-stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to
investigate and remediate any vulnerability to, cyber incidents. Any of these occurrences, or a combination of them, could have material
adverse consequences on our business and lead to financial loss.

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

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

 On January 24, 2024, the SEC adopted the 2024
SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC Business Combination transactions (ii) additional
disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings
and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed
Business Combination transactions and (iv) the requirement that both the SPAC and its target company be co-registrants for Business
Combination registration statements.

 In addition, the SEC's adopting release
provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including
its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals.

 Compliance with the 2024 SPAC Rules and related
guidance may (i) increase the costs of and the time needed to negotiate and complete an initial Business Combination and (ii) constrain
the circumstances under which we could affect our ability to complete an initial Business Combination.

 If we are deemed to be an investment company
under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial Business Combination.

 The
SEC's adopting release with respect to the 2024 SPAC Rules provided guidance relating to the potential status of SPACs as investment
companies subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company
is dependent on specific facts and circumstances and we can give no assurance that a claim will not be made that we have been operating
as an unregistered investment company.

 If we are deemed to be an investment company under
the Investment Company Act, our activities may be restricted, including (i) restrictions on the nature of our investments; and (ii) restrictions
on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination.

 In
addition, we may have imposed upon us burdensome requirements, including: (i) registration as an investment company; (ii) adoption of
a specific form of corporate structure; and (iii) reporting, record keeping, voting, proxy and disclosure requirements and other rules
and regulations.

 In order not to be regulated as an investment
company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business
other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding
or trading "investment securities" constituting more than 40% of our total assets (exclusive of U.S. government securities
and cash items) on an unconsolidated basis. We are mindful of the SEC's investment company definition and guidance and intend to
complete an initial Business Combination with an operating business, and not with an investment company, or to acquire minority interests
in other businesses exceeding the permitted threshold.

 We do not believe that our business activities
will subject us to the Investment Company Act. To this end, the proceeds held in the trust account are invested only in U.S. government
treasury obligations 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, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is
intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that we might
be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments
in the Trust Account, on February 6, 2024, we instructed Continental, as trustee of the Trust Account, to liquidate the investments held
in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a
bank.

 Pursuant to the Trust Agreement, Continental is
not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds to these
instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling
businesses in the manner of a merchant bank or private equity fund), we intended to avoid being deemed an "investment company"
within the meaning of the Investment Company Act. Our Initial Public Offering was not intended for persons who were seeking a return on
investments in government securities or investment securities. The Trust Account is intended solely as a temporary depository for funds
pending the earliest to occur of: (i) the completion of our initial Business Combination; (ii) the redemption of any Public Shares properly
submitted in connection with a shareholder vote to amend our Amended and Restated Charter (x) in a manner that would affect the substance
or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination
Period; or (y) with respect to any other provision relating to the rights of holders of shares of our Class A Ordinary Shares or pre-initial
business combination activity; or (iii) absent an initial Business Combination within the Combination Period, our return of the funds
held in the trust account to our Public Shareholders as part of our redemption of the Public Shares.

 We are aware of litigation claiming that certain
SPACs should be considered investment companies. Although we believe that these claims are without merit, we cannot guarantee that we
will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were deemed to be subject to the
Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted
funds and may hinder our ability to complete an initial Business Combination or may result in our liquidation. If we are unable to complete
our initial Business Combination, our Public Shareholders may receive only approximately $11.44 per Public Share (as of December 31, 2023)
upon the liquidation of our Trust Account and our Rights will expire worthless.

 For additional risks relating to our operations,
other than as set forth above, see the section titled "Risk Factors" contained in our (i) IPO Registration Statement, (ii)
2022 Annual Report and 2021 Annual Report, (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2023, June
30, 2023, March 31, 2023, September 30, 2022, June 30, 2022, and March 31, 2022, as filed with the SEC on November 13, 2023, August 11,
2023, May 12, 2023, November 14, 2022, August 10, 2022, and May 13, 2022, respectively and (iv) Definitive Proxy Statement on Schedule
14A filed with the SEC on October 5, 2023. Any of these factors could result in a significant or material adverse effect on our results
of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial
Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future
filings with the SEC.

 For risks related to PSI and the PSI Business
Combination, please see the PSI Registration Statement once filed.

 Item 1B. Unresolved Staff Comments.

 Not applicable.

 Item 1C. Cybersecurity.

 As a blank check company, we do not have any operations
and our sole business activity has been to search for and consummate a Business Combination. However, because we have investments in our
Trust Account and bank deposits and we depend on the digital technologies of third parties, we and third parties may be subject to attacks
on or security breaches in our or their systems. Because of our reliance on the technologies of third parties, we also depend upon the
personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own
for this purpose. In the event of a cybersecurity incident impacting us, the management team will report to the board of directors and
provide updates on the management team's incident response plan for addressing and mitigating any risks associated with such an
incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected
against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability
to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences
on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our Initial Public Offering.

 Item 2. Properties.

 Our executive offices are located at 875 Third
Avenue, Suite M204A, New York, NY 10022, and our telephone number is (212) 380-8128. The cost for our use of this space is included in
the $10,000 per month fee we pay to our Sponsor for office space, administrative and shared personnel support services pursuant to the
Administrative Support Agreement. We consider our current office space adequate for our current operations.

 Item 3. Legal Proceedings.

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

 Item 4. Mine Safety Disclosures.

 Not applicable.

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

 (a)

 Market Information

 Our Units, Public Shares and Public Rights are
each traded on the Nasdaq Global Market under the symbols "AIBBU", "AIB" and "AIBBR", respectively.
Our Units commenced public trading on January 19, 2022, and our Public Shares and Public Rights commenced separate public trading on February
23, 2022.

 (b)

 Holders

 On March 21, 2024, there were three holders of
record of our Units, three holders of record of our Class A Ordinary Shares and one holder of record of our rights.

 (c)

 Dividends

 We have not paid any cash dividends on our Ordinary
Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination
will be within the discretion of our Board of Directors at such time. 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 in connection with
our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.

 (d)

 Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 (e)

 Recent Sales of Unregistered Securities

 On October 18, 2023,
we issued an aggregate of 2,156,249 Class A Ordinary Shares to the Sponsor, upon the conversion of an equal number of Class B Ordinary
Shares held by the Sponsor in the Founder Share Conversion. The 2,156,249 Class A Ordinary Shares issued in connection with the Founder
Share Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Founder Share Conversion, including,
among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination
as described in the IPO Registration Statement; consequently, the Class A Ordinary Shares issued in connection with the Founder Share
Conversion are not registered under the Securities Act and remain unregistered until registration is demanded by the Sponsor pursuant
to the Letter Agreement we entered into with our Sponsor, officers and directors. Following the Founder Share Conversion and the redemptions
in connection with the Second Extension Amendment, there were (i) 3,612,025 Class A Ordinary Shares issued and outstanding and one Class
B Ordinary Share issued and outstanding, and (ii) the Sponsor held 69.27% of the outstanding Class A Ordinary Shares. For more information
on the Founder Share Conversion and the Founder Shares' transfer restrictions, see "Item 1. Business".

 (f)

 Use of Proceeds from the Initial Public Offering

 For a description of the use of proceeds generated in our Initial Public
Offering and Private Placement, see Part II, Item 5(f) of the 2022 and 2021 Annual Report. There has been no material change in the planned
use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments
in our Trust Account may change from time to time.

 On February 6, 2024,
we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust
Account in an interest-bearing demand deposit account at Citibank, with Continental continuing to act as trustee, until the earlier of
the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in
the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government
securities or money market funds invested in U.S. government securities.

 (g)

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 On October 19, 2023 we held the Second Extension
Meeting and approved, among other things, the Second Extension Amendment, which extended the date by which we must consummate a Business
Combination from October 21, 2023 to January 21, 2025 (or such earlier date as determined by the Board). In connection with the Second
Extension Amendment, Public Shareholders holding 16,501 Public Shares exercised their right to redeem such shares for a pro rata portion
of the Trust Account. We paid cash in the aggregate amount of $185,030, or approximately $11.21 per share, to redeeming Public Shareholders.

 The following table contains monthly information
about the repurchases of our equity securities for the three months ended December 31, 2023:

 Period

 (a)

Total

 number of

 shares

(or units)

 purchased

 (b)
 Average
 price paid

 per share

(or unit)

 (c)

 Total

number of

 shares

(or units)

 purchased

as part of

 publicly

 announced

plans or

programs

 (d)

Maximum

 number

 (or approximate

 dollar value)

of shares

(or units)

that may yet

be purchased

under the plans

 or programs

 October 1 – October 31, 2023

 16,501

 $
 11.21

 —

 —

 November 1 – November 30, 2023

 —

 —

 —

 —

 December 1 – December 31, 2023

 —

 —

 —

 —

 Item 6. [Reserved]

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

 Cautionary Note Regarding Forward-Looking Statements

 All statements other than statements of historical
fact included in this Report including, without limitation, statements under this Item regarding our financial position, business strategy
and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report, words such
as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions,
as they relate to us or our Management, identify forward-looking statements. Such forward-looking statements are based on the beliefs
of our Management, as well as assumptions made by, and information currently available to, our Management. Actual results could differ
materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.
All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety
by this paragraph.

 The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere
in this Report.

 Overview

 We are a blank check company formed for the purpose
of effecting a Business Combination with one or more target businesses. We intend to effectuate our Business Combination using cash from
the proceeds of our Initial Public Offering and the Private Placement, our capital stock, debt or a combination of cash, stock and debt.

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

 Recent Developments

 On February 6, 2024,
we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust
Account in an interest-bearing demand deposit account at Citibank, with Continental continuing to act as trustee, until the earlier of
the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in
the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government
securities or money market funds invested in U.S. government securities.

 PSI Business Combination

 On December 27, 2023, we entered into the PSI
Business Combination Agreement with, the Sponsor, the Pubco, the First Merger Sub, the Second Merger Sub, and PSI.

 Pursuant to the PSI Business Combination Agreement,
subject to the terms and conditions set forth therein, at the Closing, (i) the First Merger Sub will merge with and into PSI, with PSI
surviving such merger as a wholly-owned subsidiary of the Pubco and the outstanding shares of PSI being converted into the right to receive
shares of the Pubco; and (ii) one business day following the First Merger, the Second Merger Sub will merge with and into our Company,
with our Company surviving the Second Merger as a wholly-owned subsidiary of the Pubco and our outstanding securities being converted
into the right to receive substantially equivalent securities of the Pubco.

 On December 21, 2023, we entered into an amendment
to the Underwriting Agreement with maxim, pursuant to which, in lieu of the $3,018,750 deferred underwriting fees payable upon the consummation
of an initial Business Combination, Maxim or its designee will be entitled to receive 301,875 Deferred Underwriting Shares (as defined
in the PSI Business Combination) upon the consummation of the PSI Business Combination.

 On December 21, 2023, we engaged Maxim as our
sole M&A advisor for the PSI Business Combination. The underwriter will be entitled to receive Pubco Ordinary Shares (as defined in
the PSI Business Combination) as payment for its advisory services, which is equivalent to 1.0% of the equity value of the PSI, with unlimited
piggyback registration rights and the same rights afforded other holders of the Pubco Ordinary Shares issued in the PSI Business Combination.

 For a full description of the PSI Business Combination
Agreement and the proposed PSI Business Combination, please see "Item 1. Business".

 Extensions of Our Combination Period

 We initially had until January 21, 2023, 12 months
from the closing of our Initial Public Offering, to consummate our initial Business Combination. On January 18, 2023, we held the First
Extension Meeting and approved, among other things, amendments to the Amended and Restated Charter to (i) extend the date by which we
must consummate an initial Business Combination from January 21, 2023 to October 21, 2023, and (ii) to permit the Board, in its sole discretion,
to elect to wind up our operations on an earlier date than October 21, 2023. In connection with the First Extension Amendments, Public
Shareholders holding 7,623,698 Ordinary Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust
Account. As a result, an aggregate amount of approximately $78,324,476 (approximately $10.27 per share) was removed from the Trust Account
to pay such holders.

 On October 19, 2023, we held the Second Extension
Meeting and approved, among other things, an amendment to the Amended and Restated Charter to extend the date by which we have to consummate
an initial Business Combination from October 21, 2023 to January 21, 2025, or such earlier date as determined by the Board of Directors.
In connection with the Second Extension Amendment, Public Shareholders holding 16,501 Ordinary Shares exercised their right
to redeem such Public Shares for a pro rata portion of the Trust Account. As a result, $185,030 (approximately $11.21 per share)
was removed from the Trust Account to pay such holders.

 We may seek to further extend the Combination
Period consistent with applicable laws, regulations and stock exchange rules. Such an extension would require the approval of our Public
Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares. Such redemptions will likely have
a material adverse effect on the amount held in our Trust Account, our capitalization, principal shareholders and other impacts on our
Company or Management Team, such as our ability to maintain our listing on the Nasdaq Global Market.

 Founder Share Conversion

 On October 18, 2023, we issued an aggregate of 2,156,249 Class
A Ordinary Shares to the Sponsor, upon the conversion of an equal number of Class B Ordinary Shares, held by the Sponsor. The 2,156,249 Class
A ordinary Shares issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class
B Ordinary Shares before the Founder Share Conversion, including, among other things, certain transfer restrictions, waiver of redemption
rights and the obligation to vote in favor of an initial Business Combination as described in the IPO Registration Statement. For more
information on the Founder Share Conversion, see "Item 1. Business".

 Following the Founder Share Conversion and redemptions
in connection with the vote to approve the Second Extension Amendment, there were (i) 3,612,025 Class A Ordinary Shares issued and outstanding
and one Class B Ordinary Share issued and outstanding, and (ii) the Sponsor held 69.27% of the outstanding Class A Ordinary Shares.

 Results of Operations

 We have neither engaged in any operations nor
generated any operating revenues to date. Our only activities from our inception through December 31, 2023 were organizational activities
and those necessary to prepare for the Initial Public Offering, described below, and since the Initial Public Offering, the search for
a prospective and consummation of an initial Business Combination. We do not expect to generate any operating revenues until after the
completion of our initial Business Combination, at the earliest. We expect to generate non-operating income in the form of interest income
from the proceeds of the Initial Public Offering and Private Placement placed in the Trust Account. 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 December 31, 2023, we had a
net loss of $733,308, which primarily consists of general and administrative expenses of $1,432,432, offset by interest and dividends
earned on investments held in the Trust Account of $699,124.

 For the year ended December 31, 2022, we had a
net income of $588,411, which primarily consists of interest earned on investments held in the Trust Account of $1,383,127 and unrealized
gain on investments held in the Trust Account of $29,948, offset by general and administrative expenses of $824,664.

 Factors That May Adversely Affect Our Results of Operations

 Our results of operations and our ability to complete
an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the
financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial
markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines
in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine
and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or
the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

 Liquidity, Capital Resources and Going Concern

 As of December 31, 2023, we had $114,709 in our operating bank account
and working capital deficit of $1,592,208, which excludes investments held in the Trust Account, the liability for convertible note and
deferred underwriting fee.

 On July 30, 2021, our Sponsor agreed to loan us
an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note. The IPO Promissory
Note became payable on the Initial Public Offering and is non-interest bearing. On January 21, 2022, the IPO Promissory Note was repaid
in full.

 On January 20, 2023, in connection with the vote
to approve the First Extension Amendments, we issued the First Extension Note, a promissory note in the aggregate principal amount of
$450,000 to the Sponsor, pursuant to which the First Extension Funds were deposited into the Trust Account in monthly installments for
the benefit of each Public Share that was not redeemed in connection with the First Extension Amendments. The Sponsor agreed to pay $50,000
(or $0.05 per Public Share not redeemed) per month that the Board decided to take to complete an initial Business Combination, commencing
on January 21, 2023 and continuing through October 21, 2023. As of December 31, 2023, an aggregate of $450,000 of the First Extension
Funds has been deposited into the Trust Account. The First Extension Note bears no interest and is repayable in full upon the earlier
of (i) the date of the consummation of the initial Business Combination, and (ii) the date of our liquidation.

 In addition, in order to finance transaction costs
in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and
directors may, but are not obligated to, loan us Working Capital Loans as may be required. Any such Working Capital Loans would be on
an interest-free basis and would be repaid only from funds held outside the Trust Account or from funds released to us upon completion
of our initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into Conversion Units at a price
of $10.00 per Conversion Unit, at the option of the lender. The Conversion Units would be identical to the Private Units issued to our
Sponsor. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third
parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

 On January 23, 2023, we issued the Working Capital
Note, a promissory note in the principal amount of up to $500,000 to the Sponsor. The Working Capital Note was issued in connection with
advances the Sponsor has made, and may make in the future, to us for working capital expenses. The Working Capital Note bears no interest
and is due and payable upon the earlier to occur of (i) the date on which we consummate our initial Business Combination and (ii) the
date that our winding up is effective. At the election of the Sponsor, up to $500,000 of the unpaid principal amount of the Working Capital
Note may be converted into Conversion Units, each Conversion Unit consisting of one Class A Ordinary Share and one right exchangeable
into one-tenth of one Class A Ordinary Share, equal to: (x) the portion of the principal amount of this Working Capital Note being converted,
divided by (y) $10.00, rounded up to the nearest whole number of Conversion Units. The Conversion Units are identical to the Private Units
issued by us to the Sponsor in the Private Placement. The Conversion Units and their underlying securities are entitled to the registration
rights set forth in the Working Capital Note. As of December 31, 2023, there was an outstanding balance of $500,000 on the Working Capital
Note.

 On October 19, 2023, in connection with the vote to approve the Second
Extension Amendment we issued the Second Extension Note, a promissory note in the aggregate principal amount of up to $750,000 to
the Sponsor, pursuant to which the Second Extension Funds are deposited into the Trust Account for the benefit of each Public Share that
was not redeemed in connection with the Second Extension Amendment. The Sponsor agreed to pay $50,000 (or $0.05 per Public Share not redeemed)
per month that the Board decides to take to complete an initial Business Combination, commencing on October 21, 2023 and continuing through
January 21, 2025. As of December 31, 2023, $150,000 had been deposited into the Trust Account in connection with the Second Extension
Note. The Second Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the
initial Business Combination, and (b) the date of our liquidation. As of December 31, 2023, the Trust Account contains approximately $11.44
per remaining Public Share outstanding.

 If our estimate of the costs of identifying a
target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to
do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain
other financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public
Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with
such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously
with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient
funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination,
if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

 In connection with the our assessment of going
concern considerations in accordance with FASB ASC Topic 205-40, "Presentation of Financial Statements — Going Concern,"
Management has determined that mandatory liquidation, should an initial Business Combination not occur within the Combination Period,
and potential subsequent dissolution raises substantial doubt about the our ability to continue as a going concern for a reasonable period
of time, which is considered to be one year from the issuance of the financial statements and notes thereto included elsewhere in this
Report.

 We have entered into the Administrative Support
Agreement, pursuant to which, we pay our Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion
of our initial Business Combination or our liquidation, we will cease paying any of these monthly fees. Accordingly, in the event the
consummation of our initial Business Combination takes the maximum 36 months, or until January 21, 2025, our Sponsor will be paid
up to $10,000 per month ($360,000 in the aggregate) for office space, administrative and support services and is entitled to be reimbursed
for any out-of-pocket expenses.

 For more information on the agreements we have
entered into with Maxim in connection with the PSI Business Combination, please see "PSI Business Combination" above.

 Critical Accounting Estimates

 The preparation of financial statements and related
disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the
periods reported. Actual results could materially differ from those estimates. As of the end of the reporting period, we have not identified
any critical accounting estimates.

 Recent Accounting Standards

 Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the financial statements and
notes thereto included elsewhere in this Report.

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

 We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

 Item 8. Financial Statements and Supplementary
Data.

 Reference is made to pages F-1 through F-22 comprising a portion of
this Report, which are incorporated 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 and procedures are controls
and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer
and Chief Financial Officer (together, the "Certifying Officers"), or persons performing similar functions, as appropriate,
to allow timely decisions regarding required disclosure.

 Under the supervision and with the participation
of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our
Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal year ended December
31, 2023.

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

 Management's Annual Report on Internal
Control over Financial Reporting

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

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

 (2)
 provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and
expenditures are being made only in accordance with authorizations of our Management and directors, and

 (3)
 provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the
financial statements.

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

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

 Changes in Internal Control over Financial
Reporting

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

 Item 9B. Other Information.

 Trading Arrangements

 During the quarterly period ended December 31,
2023, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated
any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement," as each term is defined in
Item 408 of Regulation S-K.

 Additional Information

 None.

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

 Not applicable.

 Item 10. Directors, Executive Officers
and Corporate Governance.

 Directors and Executive Officers

 As of the date of this Report, our directors and
officers are as follows:

 Name

 Age

 Title

 Axel Hoerger

 Chairman of Board

 Eric Chen

 Chief Executive Officer, Director

 Jie Gao

 Chief Financial Officer

 David Adelman

 Merry Tang

 David Knower

 The experience of our directors and executive
officers is as follows:

 Axel Hoerger has served as our Chairman
of the Board since inception. He has been serving as the CEO of Petiole Asset Management, a small asset management firm in Switzerland
that focuses on private equity investments for private families since June 2022. He served as CEO of Lombard International Assurance,
Luxembourg from February 2016 to June 2020. He served as CEO UBS Deutschland AG and Head One Market Wealth Management Germany &
Austria from 2011 to March 2015. From June 2010 to 2011, he served as CEO Wealth Management of UBS Deutschland AG. From
2009 to March 2010, he served as Head of Institutional Sales for Goldman Sachs Asset Management in EMEA. From 1994 to 2009,
Mr. Hoerger served in various leadership positions at Goldman Sachs Investment Management. Mr. Hoerger received his Master of
Business Administration from Johann Wolfgang Goethe University in 1993. We believe he is well qualified to serve on our Board of Directors
due to his extensive experience in finance and investing.

 Eric Chen has served as our Chief
Executive Officer since inception. Mr. Chen served as our Chief Financial Officer from inception until our Initial Public Offering.
Since 2017, he has been the CEO of American International Bank ("AIB") in New York, NY. From 2008 to 2014, Mr. Chen
served as Senior Vice-President of Macquarie Group Limited in Beijing, China. From 2003 to 2008, he served as Vice-President (Global
Special Situations Group) of Citigroup Hong Kong. Mr. Chen worked as a Specialist (Asset Management Department) of Taiwan Asset
Management Corporation (TAMCO) from 2002 to 2003. Mr. Chen received his Master of Science degree in Actuarial Science from Boston
University in 2000 and Bachelor of Arts in Administrative and Commercial Studies from University of Western Ontario in 1995. We believe
his broad experience and networks in the investment field will be instrumental during the de-SPAC process.

 Jie Gao has served as our Chief Financial
Officer since January 2022. Since July 2018, she has served as the Managing Partner and Founder of HG, LLP, practicing in M&A due
diligence, SEC reporting and business valuation. From April 2016 to June 2018, Ms. Gao served as Manager in the M&A Deal Advisory
Group of KPMG. From March 2011 to April 2016, she was a Manager in the Financial Service Group of Pricewaterhouse Coopers. Ms. Gao served
as Senior Auditor for Acquavella, Chiarelli, Shuster, Berkower & Co., LLP from June 2010 to February 2011 and auditor of Moore Stephens
International from 2008 to April 2010. Ms. Gao received her M.S. in Accounting and Information Analysis from Lehigh University in 2007
and Bachelor of Business Administration in Accounting from Beijing Jiaotong University in 2006. We believe her extensive experience in
accounting will be instrumental during the de-SPAC process.

 David Adelman has served as one of our
independent directors since January 2022, is an American lawyer, diplomat, and legislator. He is currently the Managing Director and the
General Counsel of KraneShares since 2021. He was the United States Ambassador to the Republic of Singapore from 2010 to 2013 during
the Obama-Biden Administration. He was a partner in the global law firm Reed Smith LLP working out of the firm's New York
office from 2015 to 2021. Mr. Adelman is a former Managing Director of Goldman Sachs from 2013 to 2015. He was a Georgia State Senator
from 2002 to 2010. He is a Member of Board of Trustees of the National Committee on American Foreign Policy since 2020. He is an Independent
Non-Executive Director of Noble Group Holdings since 2019, private equity firm Olympus Capital since 2019 and merchant bank Ion Pacific
since 2018. Mr. Adelman is a Trustee of the National Committee on American Foreign Policy and a member of the Council on Foreign
Relations and the Advisory Board of the Israel-Asia Center. He is an Adjunct Professor at New York University where he teaches
international relations of the Asia-Pacific region at the graduate level. Mr. Adelman received his J.D. from Emory University
in 1989 where he is a recipient of the Emory Medal. He earned an M.P.A from Georgia State University 1995 and B.A. from the University
of Georgia in 1986. We believe he is well qualified to serve as the head of our compensation committee and on our Board of Directors due
to his extensive experience in finance and investing.

 Merry Tang has served as one of our directors
since January 2022, has been an Independent Director and Audit Committee Chair for Ever-Glory International Group, Inc. (Nasdaq:
EVK) from August 2011 to September 2022, China Sunergy Co., Ltd. (Nasdaq: CSUN) from June 2008 to July 2017, and Jakroo,
Inc. (OTC: JKRO) from October 2017 through November 2019. She has been the managing partner of GZTY CPA Group, LLC since
February 2008 and the Senior Auditor of PricewaterhouseCoopers LLP from September 2004 to August 2006. From September 1996
to August 2004, she served as the Finance Manager at Lucent Technologies, Inc. and from May 1993 to September 1996, she
was Assistant Director of Cash and Investment Division with the State Government of New York. Ms. Tang graduated from the Central
University of Finance & Economics, Beijing, China with a bachelor's degree in banking in 1983 and a master's degree
in finance in 1986, before going on to receive her master's degree in accounting from the State University of New York at Albany
in 1993. We believe she is well qualified to serve as the head of our Audit Committee and on our Board of Directors due to her extensive
accounting and directorship experience.

 David Knower has served as one of our independent
directors since January 2022, has been a Partner and Head of Cerberus Deutschland Beteiligungsberatung GmbH since 2003. Prior to this,
Mr. Knower was the Owner and Managing Director of Invenimus, an International Consulting Firm headquartered near Frankfurt, Germany.
Before starting his own company, Mr. Knower worked at Procter & Gamble Co. for 11 years, where he started his professional
career in Germany in 1986. After 9 years in Finance and Controlling positions, Mr. Knower spent two years managing the
Procter & Gamble Germany Fine Fragrance business in Asia Pacific. Mr. Knower received two undergraduate degrees from the
University of Massachusetts, (Economics, German) in 1983, as well as being named a Commonwealth Scholar. Mr. Knower received his
MBA from the American Graduate School of International Management (Thunderbird), in 1985. Mr. Knower is Vice President and Executive
Board Member of the American Chamber of Commerce in Germany, President of the American German Business Club in Frankfurt, Global Board
Member Republicans Overseas, Board Member Aspen Institute, Board Member American Institute for Contemporary German Studies, Vice President
of the Steuben-Schurz Gesellschaft, and Member of the Board of trustees of "The English Theatre", in Frankfurt. We believe
he is well qualified to serve on our Board of Directors due to his extensive experience in finance and investing.

 Family Relationships

 No family relationships
exist between any of our directors or executive officers.

 Involvement in Certain Legal Proceedings

 There are no material proceedings
to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has
a material interest adverse to our Company.

 Number and Terms of Office of Officers and
Directors

 Our Board of Directors currently consists of five members. Our Board
of Directors has one class of directors being elected every 2 years and each (except for those directors appointed prior to our first
annual general meeting) serving a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies
on our Board of Directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our
Board or by a majority of the holders of our Ordinary Shares (or, prior to our initial Business Combination, holders of our Founder Shares).

 Our officers are appointed by the Board of Directors
and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized
to appoint persons to the offices set forth in our Amended and Restated Charter as it deems appropriate. Our Amended and Restated Charter
provides that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial
Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the Board of
Directors.

 Committees of the Board of Directors

 Pursuant to Nasdaq listing rules we have
established two standing committees of the Board of Directors — the Audit Committee in compliance with Section 3(a)(58)(A) of
the Exchange Act and a compensation committee (the "Compensation Committee"). Subject to phase-in rules and
a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed
company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company
be comprised solely of independent directors.

 Audit Committee

 We have established the Audit Committee. David
Knower and David Adelman serve as members of our Audit Committee, and Merry Tang chairs the Audit Committee. Under the Nasdaq listing
standards and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent.
We believe that each of David Knower, David Adelman and Merry Tang meet the independent director standard under Nasdaq listing standards
and under Rule 10-A-3(b)(1) of the Exchange Act.

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

 We have adopted an amended and restated Audit
Committee charter, which details the purpose and principal functions of the Audit Committee, including:

 assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor's qualifications and independence and (4) the performance of our internal audit function and independent auditors;

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

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

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

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

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

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

 meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent auditor, including reviewing our specific disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations";

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

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

 advising the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the Exchange Act (the "Rule") are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the Rule.

 Compensation Committee

 We have established the Compensation Committee.
David Knower and Merry Tang serve as members of our Compensation Committee, and David Adelman chairs the Compensation Committee. Under
the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the Compensation Committee, all
of whom must be independent. David Adelman and David Knower are independent, and David Adelman chairs the Compensation Committee.

 We have adopted an amended and restated compensation
committee charter, which details the purpose and responsibility of the compensation committee, including:

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

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

 reviewing our executive compensation policies and plans;

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

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

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

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

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

 reviewing and making recommendations to the Board with respect to revisions to our clawback policy that allows us to recoup incentive compensation received by colleagues, and (ii) reviewing and making recommendations to the Board regarding clawbacks of incentive compensation and determining the extent, if any, to which incentive-based compensation of the relevant colleagues should be reduced or extinguished.

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

 Code of Ethics

 We have adopted a Code of Ethics applicable to
our directors, officers and employees. A copy of the Code of Ethics can be found as an exhibit to this Report and will be provided without
charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current
Report on Form 8-K.

 Trading Policies

 On January 18, 2022, we adopted insider trading
policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees,
which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards
(the "Insider Trading Policy").

 The foregoing
description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

 Compensation Recovery and Clawback Policies

 Under the Sarbanes-Oxley Act,
in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can
recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct national stock exchanges
to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated
its financial results.

 On November 29, 2023, our
Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the "Clawback Policy"), with an effective
date of October 2, 2023, in order to comply with the final clawback rules adopted by the SEC under the Rule, and the listing standards,
as set forth in the Nasdaq Listing Rule 5608 (the "Final Clawback Rules").

 The Clawback Policy provides
for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined
in the Rule ("Covered Officers") in the event that we are required to prepare an accounting restatement, in accordance with
the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise
caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may recoup from
the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years
preceding the date on which we are required to prepare an accounting restatement.

 Item 11. Executive Compensation.

 None of our officers or directors have received
or, prior to our initial Business Combination, will receive any cash compensation for services rendered to us. We pay our Sponsor up to
$10,000 per month for office space, administrative and support services pursuant to the Administrative Support Agreement. Our Sponsor,
officers and directors, or any of their respective affiliates, are 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 reviews, on a quarterly basis, all payments that were made to our Sponsor, officers, directors or our or any of their
affiliates.

 After the completion of our initial Business Combination,
directors or members of our Management Team who remain with us may be paid consulting, management or other compensation from the combined
company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation
materials furnished to our shareholders in connection with a proposed Business Combination, such as the PSI Registration Statement. It
is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will
be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion
of our initial Business Combination will be determined by a compensation committee constituted solely by independent directors.

 We are not party to any agreements with our executive
officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting
arrangements may influence our Management's motivation in identifying or selecting a target business, and we do not believe that
the ability of our Management to remain with us after the completion of our initial Business Combination should be a determining factor
in our decision to proceed with any potential Business Combination.

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

 The following table sets forth information regarding
the beneficial ownership of our Ordinary Shares as of March 21, 2024 based on information obtained from the persons named below, with
respect to the beneficial ownership of Ordinary Shares, by:

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

 each of our executive officers and directors that beneficially owns our Ordinary Shares; and

 all our executive officers and directors as a group.

 In the table below, percentage ownership is based
on 3,612,026 Ordinary Shares, consisting of (i) 3,612,025 of our Class A Ordinary Shares and (ii) one Class B Ordinary Share, issued and
outstanding as of March 21, 2024. On all matters to be voted upon, except for the election or removal of directors of the Board prior
to an initial Business Combination when only Class B Ordinary Shares are entitled to vote, holders of the Class A Ordinary Shares and
Class B Ordinary Shares vote together as a single class, unless otherwise required under applicable law. Currently, all of the Class B
Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. The following table does not reflect record or beneficial
ownership of the Private Rights as these Private Rights are not exercisable within 60 days of the date of this Report.

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

 Class A Ordinary Shares

 Class B Ordinary Shares

 Approximate

 Name and Address of Beneficial Owner (1)

 Number of
 Beneficially
 Owned

 Approximate
 Percentage
 of Class

 Number of
 Beneficially
 Owned

 Approximate
 Percentage
 of Class

 Percentage of
 Outstanding
 Ordinary Shares

 AIB LLC

 2,501,874

 69.27
 %

 %

 69.27
 %

 Eric Chen (2)

 2,501,874

 69.27
 %

 %

 69.27
 %

 Alex Hoerger

 —

 —

 —

 —

 —

 David Adelman

 —

 —

 —

 —

 —

 Merry Tang

 —

 —

 —

 —

 —

 David Knower

 —

 —

 —

 —

 —

 Jie Gao

 —

 —

 —

 —

 —

 All directors and officers as a group (6 individuals)

 2,501,874

 69.27
 %

 %

 69.27
 %

 Other 5% Shareholders

 Karpus Investment Management (3)

 291,950

 8.08
 %

 —

 —

 8.08
 %

 Feis Parties (4)

 257,292

 7.12
 %

 —

 —

 7.12
 %

 (1)

 Unless otherwise noted, the principal business address of each of the following entities or individuals is 875 Third Avenue, Suite M204A, New York, New York 10022.

 (2)

 Represents shares held by our Sponsor. Eric Chen, our Chief Executive Officer, who, has voting and dispositive power over the shares held by our Sponsor. As such, Eric Chen may be deemed to beneficially own the shares held by the Sponsor.

 (3)

 According to a Schedule 13G filed on February 13, 2024 by Karpus Management, Inc., a New York corporation, d/b/a Karpus Investment Management ("Karpus") The principal business address of Karpus is 183 Sully's Trail, Pittsford, New York 14534.

 (4)

 According to a Schedule 13G/A filed on March 7, 2022 by (i) Feis Equities LLC, a Illinois limited liability company, ("Feis") and (ii) Lawrence M. Feis, a U.S. citizen (together with Feis, the "Feis Parties"). The number of Public Shares held by the Feis Parties is reported as of March 3, 2022, which does not reflect any redemption of shares by the Feis Parties in connection with the First Extension Meeting, Second Extension Meeting or any other transactions after March 3, 2022. Accordingly, the number of Public Shares and the percentages set forth in the table may not reflect the Feis Parties' current beneficial ownership. The principal business address of each of the Feis Parties is 20 North Wacker Drive Suite 2115, Chicago, Illinois 60606.

 Securities Authorized for Issuance under Equity
Compensation Plans

 None.

 Changes in Control

 None. For more information on the PSI Business
Combination, please see "Item 1. Business".

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

 Our Sponsor paid $25,000 to cover certain of our
offering costs in consideration for 1,437,500 Founder Shares. On September 13, 2021, we effected a share dividend of 0.5 shares
for each Class B Ordinary Share outstanding, resulting in an aggregate of 2,156,250 Founder Shares outstanding.

 Our Sponsor purchased an aggregate of 345,625
Private Units for a purchase price of $10.00 per Unit and Maxim, purchased 43,125 Private Units at a price of $10.00 per Private Unit,
in the Private Placement. The Private Units (including the securities underlying the Private Units) may not, subject to certain limited
exceptions, be transferred, assigned or sold by it until 30 days after the completion of our initial Business Combination.

 On October 18, 2023, we issued an aggregate of 2,156,249 Class
A Ordinary Shares to the Sponsor, upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsor, in the Founder
Share Conversion. The 2,156,249 Class A ordinary Shares issued in connection with the Founder Share Conversion are subject to
the same restrictions as applied to the Class B Ordinary Shares before the Founder Share Conversion, including, among other things, certain
transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described
in the IPO Registration Statement.

 We have entered into the Administrative Support
Agreement, pursuant to which, we pay our Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion
of our initial Business Combination or our liquidation, we will cease paying any of these monthly fees. Accordingly, in the event the
consummation of our initial Business Combination takes the maximum 36 months, or until January 21, 2025, our Sponsor will be paid
up to $10,000 per month ($360,000 in the aggregate) for office space, administrative and support services and is entitled to be reimbursed
for any out-of-pocket expenses.

 Our Sponsor, officers and directors, or any of
their respective affiliates, are 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 reviews,
on a quarterly basis, all payments that were made to our Sponsor, officers, directors or our or any of their affiliates and will determine
which expenses and the amount of expenses that are 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.

 On July 30, 2021, our Sponsor agreed to loan us
an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note. The IPO Promissory
Note became payable on the Initial Public Offering and is non-interest bearing. On January 21, 2022, the IPO Promissory Note was repaid
in full.

 On January 20, 2023, in connection with the vote
to approve the First Extension Amendments, we issued the First Extension Note, a promissory note in the aggregate principal amount of
$450,000 to the Sponsor, pursuant to which the First Extension Funds were deposited into the Trust Account in monthly installments for
the benefit of each Public Share that was not redeemed in connection with the First Extension Amendments. The Sponsor agreed to pay $50,000
(or $0.05 per Public Share not redeemed) per month that the Board decided to take to complete an initial Business Combination, commencing
on January 21, 2023 and continuing through October 21, 2023. As of December 31, 2023, an aggregate of $450,000 of the First Extension
Funds has been deposited into the Trust Account. The First Extension Note bears no interest and is repayable in full upon the earlier
of (i) the date of the consummation of the initial Business Combination, and (ii) the date of our liquidation.

 In addition, in order to finance transaction costs
in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and
directors may, but are not obligated to, loan us Working Capital Loans as may be required. Any such Working Capital Loans would be on
an interest-free basis and would be repaid only from funds held outside the Trust Account or from funds released to us upon completion
of our initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into Units at a price of $10.00
per Unit, at the option of the lender. The Units would be identical to the Private Units issued to our Sponsor. We do not expect to seek
loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such
funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

 On January 23, 2023, we issued the Working Capital
Note, a promissory note in the principal amount of up to $500,000 to the Sponsor. The Working Capital Note was issued in connection with
advances the Sponsor has made, and may make in the future, to us for working capital expenses. The Working Capital Note bears no interest
and is due and payable upon the earlier to occur of (i) the date on which we consummate our initial Business Combination and (ii) the
date that our winding up is effective. At the election of the Sponsor, up to $500,000 of the unpaid principal amount of the Working Capital
Note may be converted into Conversion Units, each Conversion Unit consisting of one Class A Ordinary Share and one right exchangeable
into one-tenth of one Class A Ordinary Share, equal to: (x) the portion of the principal amount of this Working Capital Note being converted,
divided by (y) $10.00, rounded up to the nearest whole number of Conversion Units. The Conversion Units are identical to the Private Units
issued by us to the Sponsor in the Private Placement. The Conversion Units and their underlying securities are entitled to the registration
rights set forth in the Working Capital Note. As of December 31, 2023, there was an outstanding balance of $500,000 on the Working Capital
Note.

 On October 19, 2023, in connection with the vote to approve the Second
Extension Amendment we issued the Second Extension Note, a promissory note in the aggregate principal amount of up to $750,000 to
the Sponsor, pursuant to which the Second Extension Funds are deposited into the Trust Account for the benefit of each Public Share that
was not redeemed in connection with the Second Extension Amendment. The Sponsor agreed to pay $50,000 (or $0.05 per Public Share not redeemed)
per month that the Board decides to take to complete an initial Business Combination, commencing on October 21, 2023 and continuing through
January 21, 2025. As of December 31, 2023, $150,000 had been deposited into the Trust Account in connection with the Second Extension
Note. The Second Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the
initial Business Combination, and (b) the date of our liquidation. As of December 31, 2023, the Trust Account contains approximately $11.44
per remaining Public Share outstanding.

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

 We have entered into a registration rights agreement
with respect to the Founder Shares, Private Units and units issued upon conversion of Working Capital Loans, such as the Conversion Units.

 For more information on the agreements entered
into in connection with the PSI Business Combination, please see "Item 1. Business".

 Director Independence

 Nasdaq listing standards require that a majority
of our Board of Directors be independent within one year of our Initial Public Offering. An "independent director" is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
that, in the opinion of the Board of Directors, would interfere with the director's exercise of independent judgment in carrying
out the responsibilities of a director. Our Board of Directors has determined that each of David Adelman, Merry Tang, and David Knower
is an "independent director" as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors
have regularly scheduled meetings at which only independent directors are present.

 Item 14. Principal
Accountant Fees and Services.

 The following is a summary of fees paid or to
be paid to UHY, 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 UHY in connection with regulatory filings. The aggregate
fees of UHY for professional services rendered for the audit of our annual financial statements, review of the financial information included
in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2023 and 2022 totaled
approximately $117,250 and $161,000, 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. During the years ended December 31, 2023 and 2022, we did not pay UHY any audit-related
fees.

 Tax Fees

 Tax fees
consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay
UHY for tax services, planning or advice for the years ended December 31, 2023 and 2022.

 All Other Fees

 All other
fees consist of fees billed for all other services. We did not pay UHY for any other services for the years ended December
31, 2023 and 2022.

 Pre-Approval Policy

 Our Audit Committee was formed upon the consummation
of our Initial Public Offering. As a result, any such services rendered prior to the formation of our Audit Committee in 2022 were approved
by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will
pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms
thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee
prior to the completion of the audit).

 Item
15. Exhibit and Financial Statement Schedules.

 (a)
 The
following documents are filed as part of this Report:

 (1)
 Financial
Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195)

 Balance Sheets as of December 31, 2023 and 2022

 Statements of Operations for the Years Ended December 31, 2023 and 2022

 Statements
of Changes in Shareholders' Deficit for the Years Ended December 31, 2023 and 2022

 Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Financial Statements

 F-6 to F-22

 (2)
 Financial
Statement Schedules

 All
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required
information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

 (3)
 Exhibits

 We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference
can be inspected on the SEC website at www.sec.gov.

 Item
16. Form 10-K Summary.

 Omitted
at our Company's option.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and Shareholders of

 AIB Acquisition Corporation

 Opinion on the Financial Statements

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

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

 The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company
has no revenue, its business plan is dependent on future financing and the completion of the initial business combination, and the
Company's cash and working capital as of December 31, 2023, are not sufficient to complete its planned activities for the upcoming
year. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's
evaluation of the events, conditions and plans regarding these matters are also described in Note 1 to the financial statements. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty, and our opinion is not
modified with respect to that matter.

 Basis for Opinion

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

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

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

 /s/ UHY LLP

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

 New York, New York

 March 21, 2024

 F- 1

 AIB
ACQUISITION CORPORATION

 BALANCE
SHEETS

 2023

 2022

 ASSETS

 CURRENT ASSETS

 Cash

 $
 114,709

 $
 44,217

 Prepaid expenses - current

 38,370

 67,963

 TOTAL CURRENT ASSETS

 153,079

 112,180

 Investments held in Trust Account

 11,315,193

 88,525,575

 TOTAL ASSETS

 $
 11,468,272

 $
 88,637,755

 LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES, AND SHAREHOLDERS' DEFICIT

 CURRENT LIABILITIES

 Accounts payable and accrued expenses

 $
 653,733

 $
 130,491

 Promissory note - related party

 600,000

 —

 Advance from related party

 491,554

 41,465

 Convertible note - related party

 500,000

 —

 TOTAL CURRENT LIABILITIES

 2,245,287

 171,956

 LONG TERM LIABILITIES

 Deferred underwriting fee - non-current

 3,018,750

 3,018,750

 TOTAL LIABILITIES

 5,264,037

 3,190,706

 COMMITMENTS AND CONTINGENCIES (NOTE 6)

 REDEEMABLE CLASS A ORDINARY SHARES

 Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 984,801 and 8,625,000 shares at redemption value of $ 11.49 and $ 10.26 per share at December 31, 2023 and 2022, respectively

 11,315,193

 88,525,575

 SHAREHOLDERS' DEFICIT

 Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 —

 —

 Class A ordinary shares; $ 0.0001 par value; 50,000,000 shares authorized; 2,627,224 and 470,975 shares issued and outstanding at December 31, 2023 and 2022, respectively

 Class B ordinary shares; $ 0.0001 par value; 3,000,000 shares authorized; 1 and 2,156,250 shares issued and outstanding at December 31, 2023 and 2022, respectively

 —

 Additional paid-in capital

 —

 —

 Accumulated deficit

 ( 5,111,220
)

 ( 3,078,788
)

 TOTAL SHAREHOLDERS' DEFICIT

 $
 ( 5,110,958
)

 $
 ( 3,078,526
)

 TOTAL LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES, AND SHAREHOLDERS' DEFICIT

 $
 11,468,272

 $
 88,637,755

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

 F- 2

 AIB
ACQUISITION CORPORATION

 STATEMENTS
OF OPERATIONS

 Year Ended

 Year Ended

 2023

 2022

 General and administrative expenses

 $
 1,432,432

 $
 824,664

 Loss from operations

 ( 1,432,432
)

 ( 824,664
)

 Other income:

 Interest and dividends earned on investments held in Trust Account

 699,124

 1,383,127

 Unrealized gain on investments held in Trust Account

 —

 29,948

 Total other income

 699,124

 1,413,075

 Net (loss) income

 $
 ( 733,308
)

 $
 588,411

 Weighted average shares of redeemable Class A ordinary shares outstanding,
basic and diluted

 1,353,033

 8,128,767

 Basic and diluted net income per share, Class A redeemable

 $
 0.45

 $
 0.47

 Weighted average shares of non-redeemable Class A ordinary shares outstanding,
basic and diluted

 914,040

 443,878

 Basic and diluted net loss per share, Class A non-redeemable

 $
 ( 0.51
)

 $
 ( 1.26
)

 Weighted
average shares of Class B ordinary shares outstanding, basic and diluted

 1,713,185

 2,156,250

 Basic and diluted net loss per share, Class B

 $
 ( 0.51
)

 $
 ( 1.26
)

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

 F- 3

 AIB
ACQUISITION CORPORATION

 STATEMENTS
OF CHANGES IN SHAREHOLDERS' DEFICIT

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Ordinary Shares

 Additional

 Total

 Class B

 Paid-in

 Accumulated

 shareholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance — January 1, 2022

 —

 $
 —

 2,156,250

 $

 $
 24,785

 $
 ( 23,277
)

 $
 1,723

 Proceeds from Initial Public Offering (net of offering costs)

 —

 —

 —

 —

 5,844,179

 —

 5,844,179

 Sale of Private Units

 388,750

 —

 —

 3,887,461

 —

 3,887,500

 Representative Shares Issuance

 82,225

 —

 —

 597,992

 —

 598,000

 Excess Value of Unit Purchase Option

 —

 —

 —

 —

 56,000

 —

 56,000

 Accretion for Class A Ordinary Shares to redemption value

 —

 —

 —

 —

 ( 10,410,417
)

 ( 2,230,847
)

 ( 12,641,264
)

 Subsequent accretion for Class A Ordinary Shares to redemption value

 —

 —

 —

 —

 —

 ( 1,413,075
)

 ( 1,413,075
)

 Net income

 —

 —

 —

 —

 —

 588,411

 588,411

 Balance — December 31, 2022

 470,975

 $

 2,156,250

 $

 $
 —

 $
 ( 3,078,788
)

 $
 ( 3,078,526
)

 Accretion for Class A Ordinary Shares to redemption value

 —

 —

 —

 —

 —

 ( 1,299,124
)

 ( 1,299,124
)

 Conversion of Class B shares

 2,156,249

 ( 2,156,249
)

 ( 215
)

 —

 —

 —

 Net loss

 —

 —

 —

 —

 —

 ( 733,308
)

 ( 733,308
)

 Balance — December 31, 2023

 2,627,224

 $

 $
 —

 $
 —

 $
 ( 5,111,220
)

 $
 ( 5,110,958
)

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

 F- 4

 AIB
ACQUISITION CORPORATION

 STATEMENTS
OF CASH FLOWS

 Year Ended
 2023

 Year Ended
 2022

 Cash Flows from Operating Activities:

 Net (loss) income

 $
 ( 733,308
)

 $
 588,411

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

 Interest and dividends earned on investments held in Trust Account

 ( 699,124
)

 ( 1,383,127
)

 Unrealized gain on investments held in Trust Account

 —

 ( 29,948
)

 Changes in operating assets and liabilities:

 Prepaid expenses and other assets

 29,593

 ( 67,963
)

 Advance from related party

 10,000

 —

 Accounts payable and accrued expenses

 523,242

 113,849

 Net cash used in operating activities

 ( 869,597
)

 ( 778,778
)

 Cash Flows from Investing Activities:

 Cash deposited to Trust Account

 ( 600,000
)

 ( 87,112,500
)

 Cash withdrawn from Trust Account in connection with redemption

 78,509,506

 —

 Net cash provided by (used in) investing activities

 77,909,506

 ( 87,112,500
)

 Cash Flows from Financing Activities:

 Payment of offering costs

 —

 ( 291,340
)

 Proceeds from the Initial Public Offering, net of underwriters' discount

 —

 84,525,000

 Proceeds from private placement

 —

 3,861,055

 Advances from related party

 545,466

 67,910

 Repayment of advances from related party

 ( 105,377
)

 —

 Proceeds from notes payable - related party

 600,000

 —

 Proceeds from convertible promissory note - related party

 500,000

 —

 Repayment of promissory note - related party

 —

 ( 272,500
)

 Redemption of common stock

 ( 78,509,506
)

 —

 Net cash (used in) provided by financing activities

 ( 76,969,417
)

 87,890,125

 Net Change in Cash

 70,492

 ( 1,153
)

 Cash – Beginning of period

 44,217

 45,370

 Cash – End of period

 $
 114,709

 $
 44,217

 Non-cash investing and financing activities:

 Deferred underwriting commissions payable charged to additional paid in capital

 $
 —

 $
 3,018,750

 Advance to related party offset against advance from related party

 $
 —

 $
 26,445

 Conversion Class B ordinary shares to Class A ordinary shares

 $

 $
 —

 Accretion for Class A ordinary shares to redemption amount

 $
 1,299,124

 $
 14,054,339

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

 F- 5

 NOTE 1 — ORGANIZATION
AND PLAN OF BUSINESS OPERATIONS

 AIB
Acquisition Corporation (the "Company") is a blank check company incorporated as a Cayman Islands exempted company on June
18, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more businesses ("Business Combination").

 The
Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, although the
Company is focused on business in the fintech industry. The Company is an early stage and emerging growth company and, as such, the Company
is subject to all of the risks associated with early stage and emerging growth companies.

 As
of December 31, 2023, the Company had not commenced any operations. All activity from June 18, 2021 (inception) through December 31,
2023 relates to the Company's formation and IPO (as defined below), and, since the IPO, the search for and consummation of a Business
Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at
the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived
from the IPO.

 The
Company's Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission ("SEC") on
January 5, 2022 (File No. 333-260594), as amended, was declared effective on January 18, 2022). On January 21, 2022, the Company consummated
its initial public offering (the "IPO") of 7,500,000 units ("Units" and,
with respect to the (i) shares of Class A Ordinary Shares (as defined below) included in the Units, the "Public Shares" and
(ii) rights included in the Units offered, the "Public Rights") at $ 10.00 per Unit,
generating gross proceeds of $ 225,000,000 (see Note 3). Each Public Right entitles the holder to receive one-tenth (1/10)
of one of Class A Ordinary Share, par value $ 0.0001 per share, of the Company (the "Class
A Ordinary Shares") upon the consummation of a Business Combination. The Company has selected December 31 as its fiscal
year end.

with the closing of the IPO, the Company consummated the sale of 355,000 units (the "Private Units") at a price of $ 10.00
per Private Unit in a private placement (the "Private Placement") to the Company's sponsor, AIB LLC (the "Sponsor"),
and Maxim Group, LLC ("Maxim") generating gross proceeds of $ 3,550,000 (see Note 4).

with the closing of the IPO and the Private Placement, the Company consummated the closing of the sale of 1,125,000 additional units
(the "Overallotment Units") upon receiving notice of the underwriter's election to fully exercise its overallotment
option, generating additional gross proceeds of $ 11,250,000. Simultaneously with the exercise of the Overallotment Units, the Company
consummated the private placement of an additional 33,750 Private Units to the Sponsor and Maxim, generating gross proceeds of $ 337,500.

 Offering
costs for the IPO and Overallotment Units amounted to $ 5,941,695, consisting of $ 1,725,000 of underwriting fees, consisting of $ 1,725,000
of underwriting fees, $ 3,018,750 of deferred underwriting fees payable (which are held in the Trust Account (as defined below), $ 56,000
for the underwriter's unit purchase option (see Note 6), $ 598,000 for the issuance of representative shares to the underwriters,
and $ 543,945 of other costs. As described in Note 6, the $ 3,018,750 of deferred underwriting fees payable is contingent upon the consummation
of a Business Combination, subject to the terms of the underwriting agreement entered into in connection with the IPO.

 Following the closing of the IPO, the Private Placement and sale of
the Overallotment Units, $ 87,112,500 ($ 10.10 per Unit) from the net proceeds of the sale of the Units in the IPO, Overallotment Units,
and the Private Units in the Private Placement were placed in a U.S.-based trust account (the "Trust Account") with Continental Stock
Transfer & Trust Company ("Continental") as trustee. As of December 31, 2023, the amounts placed in the Trust Account
were invested in money market funds primarily held in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or less or in
any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs
(d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company until the earlier of:
(i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

 F- 6

 The
Company's management ("Management") has broad discretion with respect to the specific application of the net proceeds
of the IPO and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company
must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the
Trust Account (excluding the amounts due under the Business Combination marketing agreement and taxes payable on income earned on the
Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a
Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination.

 The Company will provide the holders of the outstanding Public Shares
(the "Public Shareholders") with the opportunity to redeem all or a portion of their Public Shares upon the completion of
a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by
means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a
tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion
of the amount then in the Trust Account, which, as of December 31, 2023, was $ 11.44 per Public Share, plus any pro rata interest then
in the Trust Account, net of taxes payable.

 All
of the Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company's
liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain
amendments to the Company's amended and restated memorandum and articles of incorporation (the "Amended and Restated Charter").
In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic
480 "Distinguishing Liabilities from Equity" ("ASC 480") Subtopic 10-S99, redemption provisions not solely within
the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that
the Public Shares are issued with other freestanding instruments (i.e., the Public Rights), the initial carrying value of the Public
Shares classified as temporary equity is the allocated proceeds determined in accordance with FASB ASC Topic 470-20 "Debt with
Conversion and other Options". The Public Shares are subject to ASC 480 Subtopic 10-S99. If it is probable that the equity instrument
will become redeemable, the Company has the option to either (i) 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 (ii) 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.
While redemptions cannot cause the Company's net tangible assets to fall below $ 5,000,001, the Public Shares are redeemable and
are classified as such on the balance sheet until such date that a redemption event takes place.

 Redemptions
of the Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating
to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business
Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or
stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does
not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Charter,
conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing
a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing
requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company
seeks shareholder approval in connection with a Business Combination, the Sponsor and other holders of our Founder Shares (as defined
in Note 5) prior to our Initial Public Offering (the "Initial Shareholders") have agreed to vote their Founder Shares and
any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder
may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed
transaction.

 F- 7

 Notwithstanding
the foregoing, the Amended and Restated Charter provides that a Public Shareholder, together with any affiliate of such shareholder or
any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect
to more than an aggregate of 15% or more of the Public Shares sold in the IPO, without the prior consent of the Company.

 The
Sponsor, officers and directors have agreed not to propose an amendment to the Amended and Restated Charter that would affect the substance
or timing of the Company's obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination,
unless the Company provides the Public Shareholders with the opportunity to redeem their Class A Ordinary Shares in conjunction with
any such amendment.

 The Initial Shareholders have also agreed to waive their liquidation
rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period (as defined
below). However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions
from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination
Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account
in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will
be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the
event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including
Trust Account assets) may be less than $ 11.44 per share held in the Trust Account as of December 31, 2023. 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. This liability will not apply with respect to any claims by a third party
who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims
under the Company's indemnity of the underwriters of the 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. The Company will
seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to
have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements
with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

 Extensions
of the Combination Period

 The Company initially had until January 21, 2023,
12 months from the closing of the Initial Public Offering, to consummate the initial Business Combination. On January 18, 2023, the Company
held an extraordinary general meeting of shareholders (the "First Extension Meeting") and approved, among other things, amendments
to the second amended and restated memorandum and articles of association (the "First Extension Amendment") to (i) extend
the date by which we must consummate an initial Business Combination from January 21, 2023 to October 21, 2023, and (ii) to permit the
board of directors of the Company (the "Board"), in its sole discretion, to elect to wind up the Company's operations
on an earlier date than October 21, 2023. In connection with the vote to approve the First Extension Amendment and the Trust Amendment
(as defined below), Public Shareholders holding 7,623,698 Ordinary Shares exercised their right to redeem such shares for a pro rata portion
of the Trust Account. As a result, an aggregate amount of $ 78,324,476 (approximately $ 10.27 per share) was removed from the Trust Account
to pay such holders.

 On
January 19, 2023, upon the shareholders' approval of the trust amendment proposal at the First Extension Meeting, the Company entered
into an amendment (the "Trust Amendment") to the Investment Management Trust Agreement, dated January 18, 2022 (the "Trust
Agreement"), by and between the Company and Continental, to extend the date by which the Company would be required to consummate
a Business Combination from January 21, 2023 to October 21, 2023, or such earlier date as determined by the Board, in its sole discretion.

 On October 19, 2023, the Company held an extraordinary
general meeting of shareholders in lieu of an annual meeting of shareholders (the "Second Extension Meeting") and approved,
among other things, an amendment to the Amended and Restated Charter to extend the date by which the Company has to consummate an initial
Business Combination from October 21, 2023 to January 21, 2025, or such earlier date as determined by the Board (the "Second Extension
Amendment"). In connection with vote to approve the Second Extension Amendment, Public Shareholders holding 16,501 Ordinary Shares
exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result, $ 185,030 (approximately $ 11.21 per
share) was removed from the Trust Account to pay such holders.

 F- 8

 If
the Company is unable to complete a Business Combination by January 21, 2025, the extended date (the "Combination Period"),
the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay (i) its income and franchise taxes and (ii) up to $100,000 of dissolution expenses, if any, divided by the number
of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders' rights as shareholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company's remaining shareholders and the Board, dissolve and
liquidate, subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and the
requirements of other applicable law.

 Founder
Share Conversion

 On October 18, 2023, the Company issued an aggregate of 2,156,249 Class
A Ordinary Shares, to the Sponsor of the Company, upon the conversion (the "Conversion") of an equal number of the Company's
Class B ordinary shares, par value $ 0.0001 per share ("Class B Ordinary Shares", and together with the Class A Ordinary Shares,
the "Ordinary Shares"), held by the Sponsor (Note 5).

 The
 2,156,249 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class
B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and
the obligation to vote in favor of an initial Business Combination as described in the Annual Report
on Form 10-K for the fiscal year ended December 31, 2023 (this "Report"), to which the accompanying financial statements
and these notes form a part.

 Nasdaq
Notices

 On May 11, 2023, the Company received two deficiency letter (the "First
Nasdaq Letter") and (the "Second Nasdaq Letter") from the Listing Qualifications Department (the "Nasdaq Staff")
of the Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the preceding 30 consecutive business days, the
Company's Market Value of Listed Securities ("MVLS") was below the $ 50 million minimum requirement for continued
inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the "MVLS Requirement") and the Company's
Market Value of Publicly Held Shares ("MVPHS") was below the $ 15 million minimum requirement for continued inclusion
on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(3)(C) (the "MVPHS Requirement").

 The
First Nasdaq Letter and Second Nasdaq Letter received had no immediate effect on the Company's Nasdaq listing. The Nasdaq Listing
Rules provided the Company a compliance period of 180 calendar days in which to regain compliance. If at any time during this compliance
period, the Company's MVLS closed at $ 50 million or more and the Company's MVPHS closed at $ 15 million or more for a minimum
of ten consecutive business days, Nasdaq would provide the Company written confirmation of compliance.

 On
September 25, 2023, the Company received a deficiency letter (the "Third Nasdaq Letter") from the Nasdaq Staff notifying
the Company that the Company's Public Holders were below the 400 Public Holders minimum requirement for continued inclusion on
The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(2) (the "Public Holders Requirement").

 F- 9

 The
Third Nasdaq Letter had no immediate effect on the Company's Nasdaq listing. The Nasdaq rules provided the Company 45 calendar
days to submit a plan to regain compliance and a compliance period of up to 180 calendar days in which to evidence compliance.

 On
November 22, 2023, the Company received a notice (the "Nasdaq Notice") from the Nasdaq Staff indicating that since it received
the First Nasdaq Letter and Second Nasdaq Letter, the Company had not regained compliance with either of the MVLS Requirement or the
MVPHS Requirement.

 Pursuant
to the Notice, unless a hearing is timely requested before the Nasdaq Hearings Panel (the "Panel"), the Company's securities
would be subject to suspension and delisting from The Nasdaq Global Market at the opening of business on December 1, 2023, and a
Form 25-NSE would be filed with the SEC, which would remove the Company's securities from listing and registration on Nasdaq.
Alternatively, the Company could consider applying to list its securities on The Nasdaq Capital Market, provided the Company satisfies
the requirements for continued listing on that market. The Nasdaq Capital Market is a continuous trading market that operates in substantially
the same manner as The Nasdaq Global Market. In connection with the First Nasdaq Letter, Second Nasdaq Letter and Third Nasdaq Letter,
the Company timely requested a hearing before the Panel. (See Note 9).

 PSI
Business Combination

 On December 27, 2023, the Company entered into the PSI Business Combination
Agreement with the Sponsor, Pubco, First Merger Sub, Second Merger Sub, and PSI (see Note 6).

 Risks
and Uncertainties

 The
Company's results of operations and its ability to complete an initial Business Combination may be adversely affected by various
factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. The Company's
business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices,
inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, including resurgences
and the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine and the Middle East. The Company
cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which
they may negatively impact our business and the Company's ability to complete an initial Business Combination.

 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.

 F- 10

 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.
Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic
corporation becomes our parent or our affiliate and the Company's securities trade on Nasdaq, the Company may become a "covered
corporation".

 Liquidity,
Capital Resources and Going Concern

 As of December 31, 2023, the Company had $ 114,709 in its operating
bank account and working capital deficit of $ 1,592,208, which excludes investments held in the Trust Account, the liability for convertible
note and deferred underwriting fee.

 In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of
the Company's officers and directors may, but are not obligated to, provide the Company with working capital.

 If
the Company's estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business
Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business
prior to our Business Combination. Moreover, it may need to obtain other financing either to complete our Business Combination or because
it becomes obligated to redeem a significant number of the Public Shares upon consummation of our Business Combination, in which case
it may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable
securities laws, the Company would only complete such financing simultaneously with the completion of the Business Combination. If the
Company is unable to complete the Business Combination because it does not have sufficient funds available to it, the Company will be
forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient,
we may need to obtain additional financing in order to meet our obligations.

 On
January 19, 2023, upon the shareholders' approval of the Extension Amendment and the Trust Amendment, the Company entered into
the Trust Amendment to extend the date by which the Company would be required to consummate a Business Combination from January 21, 2023
to October 21, 2023, or such earlier date as determined by the Board, in its sole discretion. Subsequently, on October 19, 2023, upon
the shareholders' approval of the Second Extension Amendment, the Company entered into the Second Extension Amendment to extend
the date by which the Company would be required to consummate a Business Combination from October 21, 2023 to January 21, 2025, or such
earlier date as determined by the Board, in its sole discretion. As a result, the Company has up to 36 months from the closing of the
IPO on January 21, 2022 to consummate a Business Combination, unless further extended as permitted by the Amended and Restated Charter.
It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated
by this date, there will be a mandatory liquidation and subsequent dissolution.

 In
connection with the Company's assessment of going concern considerations in accordance with FASB ASC Topic 205-40, "Presentation
of Financial Statements — Going Concern", Management has determined that mandatory liquidation, should a Business Combination
not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern
for a reasonable period of time, which is considered to be one year from the issuance of the financial statements.

 F- 11

 NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

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

 Emerging
Growth Company

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002,
reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the
requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved.

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

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of expenses during the reporting period.

 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 $ 114,709 and $ 44,217 in cash and did not have any cash equivalents as of December 31, 2023 and 2022, respectively.

 F- 12

 Investments
Held in the Trust Account

 At
December 31, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily
in U.S. Treasury securities. At December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury
securities. The Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented
on the balance sheets at fair value at the end of each reporting period. Earnings on these trading securities are included in dividends,
interest earned, and unrealized gain on investments held in the Trust Account in the accompanying statements of operations and are automatically
reinvested therefore are considered as an adjustment to reconcile net income (loss) to net cash used in operating activities in the statements
of cash flows. The fair value for these trading securities are determined using quoted market prices in active markets for identical
assets.

 During the year ended December 31, 2023, interest and dividends earned
from the Trust Account amounted to $ 699,124, which includes $ 50,030 of accrued dividends received in January 2024, and $ 699,124 was fully
reinvested. There was $ 78,509,506 of withdrawal made during the year ended December 31, 2023 in connection with the shareholders'
votes at the First Extension Meeting and the Second Extension Meeting, in which shareholders holding 7,640,199 shares of the Ordinary
Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

 Class
A Ordinary Shares Subject to Possible Redemption

 The
Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of
Class A Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.
Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that features redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control)
are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders' equity. The Company's
Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company's control and
subject to occurrence of uncertain future events.

 In
connection with the First Extension Meeting held on January 18, 2023, shareholders holding 7,623,698 Public Shares exercised their right
to redeem such shares for a pro rata portion of the funds in the Trust Account.

 In
connection with the Second Extension Meeting held on October 19, 2023, shareholders holding 16,501 Public Shares exercised their right
to redeem such shares for a pro rata portion of the funds in the Trust Account.

 Accordingly,
on December 31, 2023 and 2022, 984,801 and 8,625,000 shares of Class A Ordinary Shares subject to possible redemption are presented as
temporary equity, outside of the shareholders' deficit section of the accompanying balance sheets, respectively.

 As
of December 31, 2023 and 2022, the shares of Class A Ordinary Shares subject to possible redemption reflected on the accompanying balance
sheets are reconciled on the following table:

 Gross proceeds

 $
 86,250,000

 Less:

 Fair value of Public Rights at issuance

 ( 6,272,000
)

 Class A Ordinary Shares issuance costs

 ( 5,506,764
)

 Plus:

 Accretion of carrying value to redemption value

 14,054,339

 Class A Ordinary Shares subject to possible redemption, December 31, 2022

 88,525,575

 Less:

 Redemptions – January 18, 2023 and October 19, 2023

 ( 78,509,506
)

 Plus:

 Accretion of carrying value to redemption value

 1,299,124

 Class A Ordinary Shares subject to possible redemption, December 31, 2023

 $
 11,315,193

 F- 13

 Offering
Costs associated with the Initial Public Offering

 Offering
costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted
to $ 5,941,695, which were charged against shareholders' deficit upon the completion of the IPO.

 Concentration
of Credit Risk

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

 Fair
Value of Financial Instruments

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

 Income
Taxes

 The
Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes" ("ASC 740"),
which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in
future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected
to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.

 ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. Management
determined that the Cayman Islands is the Company's only major tax jurisdiction. The Company is not currently aware of any issues
under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to
tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman
Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are
not reflected in the Company's financial statements. Management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months.

 The
Company is a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman
Islands or the United States. As such, the Company's tax provision was zero for the period presented.

 Net
Income (Loss) Per Ordinary Share

 The
Company has two outstanding classes of Ordinary Shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares.
Class A Ordinary Shares include redeemable and non-redeemable shares. Earnings and losses are shared pro rata between the two classes
of Ordinary Shares and between the redeemable and the non-redeemable Ordinary Shares. The 1,472,277 Class A Ordinary Shares for
which the outstanding Rights (as defined in Note 5) are exercisable were excluded from diluted earnings per share for the period ended
December 31, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted
net loss per Ordinary Share is the same as basic net loss per Ordinary Share for the period. The table below presents a reconciliation
of the numerator and denominator used to compute basic and diluted net loss per share for each class of Ordinary Shares.

 F- 14

 FOR THE YEAR ENDED DECEMBER 31, 2023

 Redeemable

 Non-redeemable

 NUMERATOR

 Class B

 Numerator:

 Allocation of net loss

 $
 ( 690,896
)

 $
 ( 466,735
)

 $
 ( 874,801
)

 Net income including accretion of temporary equity to redemption value

 1,299,124

 —

 —

 Net income (loss)

 $
 608,228

 $
 ( 466,735
)

 $
 ( 874,801
)

 Denominator:

 Weighted Average Shares Outstanding including Ordinary Shares subject to redemption

 1,353,033

 914,040

 1,713,185

 Basic and diluted net income (loss) per share

 $
 0.45

 $
 ( 0.51
)

 $
 ( 0.51
)

 FOR THE YEAR ENDED DECEMBER 31, 2022

 Redeemable

 Non-redeemable

 NUMERATOR

 Class B

 Numerator:

 Allocation of net loss

 $
 ( 10,202,485
)

 $
 ( 557,115
)

 $
 ( 2,706,328
)

 Accretion of temporary equity to redemption value

 12,641,264

 —

 —

 Net income including accretion of temporary equity to redemption value

 1,413,075

 —

 —

 Net income (loss)

 $
 3,851,854

 $
 ( 557,115
)

 $
 ( 2,706,328
)

 Denominator:

 Weighted Average Shares Outstanding including Ordinary Shares subject to redemption

 8,128,767

 443,878

 2,156,250

 Basic and diluted net income (loss) per share

 $
 0.47

 $
 ( 1.26
)

 $
 ( 1.26
)

 Recent
Accounting Standards

 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.

 NOTE 3 — INITIAL
PUBLIC OFFERING

 Pursuant
to the IPO, the Company sold 8,625,000 Units (including 1,125,000 Overallotment Units) at a price of $ 10.00 per Unit. Each Unit consists
of one share of Public Shares and one Public Right. Each Public Right entitles the holder to receive one-tenth (1/10) of one Class A
Ordinary Share upon the consummation of a Business Combination (see Note 7).

 NOTE 4 — PRIVATE
PLACEMENT

 On
January 21, 2022, simultaneously with the consummation of the IPO and sale of the Overallotment Units, the Company consummated the
issuance and sale of 388,750 Private Units (including 33,750 Private Units purchased simultaneously with the Overallotment Units) in
the Private Placement at a price of $ 10.00 per Private Unit, generating gross proceeds of $ 3,887,500 to the Sponsor ( 345,625 Private
Units) and Maxim ( 43,125 Private Units). Each Private Unit consists of one share of Class A Ordinary Shares ("Private Share")
and one right (the "Private Rights" and together with the Public Rights, the "Rights"). Each Private Right will
entitle the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of a Business Combination.

 A
portion of the proceeds from the Private Placement 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 any underlying
securities will be worthless.

 F- 15

 NOTE 5 — RELATED
PARTY TRANSACTIONS

 Founder

 On
July 30, 2021, the Sponsor purchased 1,437,500 Class B Ordinary Shares (the "Founder Shares") for an aggregate price of $ 25,000
(see Note 7). On September 13, 2021, the Company effected a share dividend of 0.5 shares for each Class B Ordinary Share outstanding,
resulting in an aggregate of 2,156,250 Founder Shares outstanding. The Founder Shares will automatically convert into shares of Class
A Ordinary Shares at the time of the Business Combination and are subject to certain transfer restrictions (see Note 7). Holders of Founder
Shares may also elect to convert their Class B Ordinary Shares into an equal number of shares of Class A Ordinary Shares, subject to
adjustment, at any time. The Initial Shareholders agreed to forfeit up to 281,250 Founder Shares to the extent that the over-allotment
option was not exercised in full by the underwriters. Since the overallotment option was exercised in full, the 281,250 Founder Shares
are no longer subject to forfeiture.

 The
Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the
earlier to occur of: (A) six months after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x)
if the closing price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization
or other similar transaction that results in all of the Company's shareholders having the right to exchange their Class A Ordinary
Shares for cash, securities or other property.

 On October 18, 2023, the Company issued an aggregate of 2,156,249 of
the Class A Ordinary Shares to the Sponsor, upon the conversion of an equal number of the Class B Ordinary Shares, held by the Sponsor.
The 2,156,249 Class A Ordinary Shares issued in connection with the conversion are subject to the same restrictions as applied to the
Class B Ordinary Shares before the conversion, including, among other things, certain transfer restrictions, waiver of redemption rights
and the obligation to vote in favor of an initial Business Combination as described in the Annual Report on Form 10-K for the fiscal year
ended December 31, 2023 (this "Report"), to which the accompanying financial statements and these notes form a part.

 Administrative
Support Agreement

 The
Company pays the Sponsor a fee of up to $ 10,000 per month for the use of office and administrative support services following the consummation
of the IPO until the earlier of the consummation of the Business Combination or liquidation for office space and administrative services.
For the year ended December 31, 2023, the Company incurred $120,000 fees for these services, of which $ 10,000 is included in advance
from related party in the accompanying balance sheets. For the year ended December 31, 2022, the Company incurred and paid $ 114,000 fees
for these services.

 Related
Party Loans

 In
addition, in order to finance transaction costs in connection with a Business Combination, certain of the Company's officers and
directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company
completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released
to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that
a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working
Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans
would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $ 1.5
million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $ 10.00 per
unit. These units would be identical to the Private Units.

 On
January 23, 2023, the Company issued an unsecured promissory note (the "Working Capital Note" in the principal amount of
up to $ 500,000 to the Sponsor. The Working Capital Note was issued in connection with advances the Sponsor has made, and may make in
the future, to the Company for working capital expenses. The Working Capital Note bears no interest and is due and payable upon the earlier
to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the
Company is effective. At the election of the Sponsor, up to $ 500,000 of the unpaid principal amount of the Working Capital Note may be
converted into units of the Company, each unit consisting of one Class A Ordinary Share and one right exchangeable into one-tenth of
one Class A Ordinary Share (the "Conversion Units"), equal to: (x) the portion of the principal amount of the Working Capital
Note being converted, divided by (y) $ 10.00, rounded up to the nearest whole number of Conversion Units. The Conversion Units are identical
to the Private Units. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Working
Capital Note.

 F- 16

 As
of December 31, 2023 and 2022, there was $ 500,000 and $ 0, related party loans outstanding under the Working Capital Note, respectively.

 Related
Party Extension Loans

 On
January 20, 2023, the Company issued a promissory note (the "First Extension Note") in the aggregate principal amount of
up to $ 450,000 to the Sponsor (the "First Extension Funds"), pursuant to which the First Extension Funds were deposited into
the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the vote to approve
the First Extension Amendment and Trust Amendment. The Sponsor agreed to pay $ 50,000 per month (or $0.05 per Public Share not redeemed)
that the Company decides to take to complete an initial Business Combination, commencing on January 21, 2023 and continuing through October
21, 2023, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $450,000. As of December
31, 2023, an aggregate of $ 450,000 of the First Extension Funds had been deposited into the Trust Account. The First Extension Note bears
no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b)
the date of the liquidation of the Company.

 In
connection with the Second Extension Amendment, on October 19, 2023, the Company issued a promissory note (the "Second Extension
Note") in the aggregate principal amount of up to $ 750,000 to the Sponsor (the "Second Extension Funds"), pursuant
to which the Second Extension Funds are deposited into the Trust Account for the benefit of each outstanding Class A Ordinary Share of
the Company that was not redeemed in connection with the extension of the Company's termination date from October 21, 2023 to January
21, 2025.

 The Company agreed to deposit $50,000 per month into the Trust Account,
which equates to approximately $0.05 per remaining Public Share, for each calendar month (commencing on October 21, 2023 and on the 21st
day of each subsequent month) until January 21, 2025, or portion thereof, that is needed to complete an initial Business Combination,
for up to an aggregate of $ 750,000. As of December 31, 2023, an aggregate of $ 150,000 of the Second Extension Funds had been deposited
into the Trust Account. As of December 31, 2023, the Trust Account contains approximately $ 11.44 per remaining Public Share outstanding.

 As
of December 31, 2023 and 2022, there was $ 600,000 and $ 0 Related Party Extension Loans outstanding under the First Extension Note and
the Second Extension Note, respectively.

 Advance
from Related Party

 For the period ended December 31, 2023 and 2022,
the Sponsor paid expenses totaling $ 144,597 and $ 67,910 on behalf of the Company, respectively, of which a total of $ 105,377 has been
repaid through December 31, 2023 and during the period ended December 31, 2022 amounts due from the Sponsor amounting to $ 26,445 was offset
against the advance from the Sponsor.

 For the period ended December 31, 2023 the Sponsor
advanced $ 400,869 to the Company for working capital purposes.

 As
of December 31, 2023 and 2022, the Company owes the Sponsor $ 491,554 and $ 41,465, which includes $ 10,000 and $ 0 owed for administrative
support services, respectively. Balance owed to Sponsor are reported as advance from related party on the accompanying balance sheets.

 NOTE 6 — COMMITMENTS
AND CONTINGENCIES

 Registration
Rights

 The
holders of the Founder Shares, Private Units and Conversion Units (and all underlying securities) are entitled to registration rights
pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of a majority of these
securities will be entitled to make up to three 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 a Business
Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.
However the registration rights provides that the Company will not permit any registration statement filed under the Securities Act to
become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating
damages or other cash settlement provisions resulting from delays in registering the Company's securities. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.

 F- 17

 Underwriting
Agreement

 In
connection with the IPO, $ 0.35 per Unit, or $ 3,018,750 in the aggregate, is payable to the underwriters for deferred underwriting commissions.
The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company
completes a Business Combination, subject to the terms of the underwriting agreement entered into in connection with the IPO.

 On
December 21, 2023, the Company and Maxim entered into an amendment to the Underwriting Agreement, pursuant to which, in lieu of the $ 3,018,750
deferred underwriting fees payable upon the consummation of an initial Business Combination, Maxim or its designee will be entitled to
receive 301,875 Deferred Underwriting Shares upon the consummation of the Business Combination.

 Legal fees

 On January 27, 2022, the Company entered into
an agreement (the "EGS Agreement") with Ellenoff Grossman & Schole LLP to act as U.S. securities council to the Company
in connection with pending acquisition targets for the Company to acquire consistent with its Initial Public Offering and assist in U.S.
securities work related to the Initial Business Combination. The fee structure for this agreement permits amounts invoiced to be
paid in installments and/or deferred until closing, with any balance owed at the closing of the Business Combination to be subject to
a certain premium. As of December 31, 2023 and 2022, the total outstanding amount for services provided by EGS, including any amount not
paid and the deferred portion that is contingent upon the closing of a Business Combination, was $ 499,931 and $ 56,166, respectively, which
were considered outstanding per the terms of the EGS Agreement and are included in accounts payable and accrued expenses on the accompanying
balance sheets. As the Business Combination cannot be deemed probable as of December 31, 2023 and 2022, there was no accrual made for
premiums on the outstanding fees.

 Business
Combination Agreement

 On December 27, 2023, the Company entered into
a Business Combination Agreement (the "PSI Business Combination Agreement", and the transactions and agreements contemplated
by the PSI Business Combination Agreement, the "PSI Business Combination") with the Sponsor, in the capacity as the representative
of the Company and the shareholders of the Company immediately prior to the Second Merger Effective Time (as defined in the PSI Business
Combination Agreement), PS International Group Ltd., an exempted company incorporated with limited liability in the Cayman Islands (the
"Pubco"), PSI Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned
subsidiary of the Pubco (the "First Merger Sub"), PSI Merger Sub II Limited, an exempted company incorporated with limited
liability in the Cayman Islands and a wholly-owned subsidiary of the Pubco (the "Second Merger Sub"), and PSI Group Holdings
Ltd, an exempted company incorporated with limited liability
in the Cayman Islands ("PSI").

 Pursuant to the PSI Business Combination Agreement,
subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the PSI Business Combination
Agreement, (a) the First Merger Sub will merge with and into PSI (the "First Merger"), with PSI surviving the First Merger
as a wholly-owned subsidiary of the Pubco and the outstanding shares of PSI being converted into the right to receive shares of the Pubco;
and (b) one business day following the First Merger, the Second Merger Sub will merge with and into the Company (the "Second Merger"),
with the Company surviving the Second Merger as a wholly-owned subsidiary of the Pubco and the Company's outstanding securities
being converted into the right to receive substantially equivalent securities of the Pubco.

 Related
Agreements and Documents

 Lock-Up
Agreements

with the execution of the PSI Business Combination Agreement, the Pubco, the Sponsor, PSI and the Company have entered into lock-up agreements
with certain holders of the Founder Shares and with certain holders of the Company's securities. These lock-up agreements provide
for a lock-up period commencing on the Closing Date (as defined in the PSI Business Combination Agreement) and ending on the earlier
of (i) the 6-month anniversary of the Closing (as defined in the PSI Business Combination Agreement) and (ii) the date on which Pubco
completes a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all
of the outstanding Pubco Ordinary Shares being (as defined in the PSI Business Combination Agreement) converted into cash, securities
or other property, with respect to Pubco Ordinary shares held by the such shareholder. The parties' undertakings in the Lock-Up
Agreements were made as a condition to the willingness of PSI and the Company to enter into the PSI Business Combination Agreement and
as an inducement and in consideration therefor.

 Support
Agreement

with the execution of the PSI Business Combination Agreement, the Pubco, the Company, PSI, the Sponsor and certain shareholders of PSI
have entered into a Support Agreement (the "Support Agreement"), pursuant to which, among other things, the Sponsor and the
shareholders of PSI have agreed (a) to support the adoption of the PSI Business Combination Agreement and the approval of the PSI Business
Combination, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement
with respect thereto), subject to certain customary conditions. In addition, the Sponsor agreed in the Support Agreement that, to the
extent the Sponsor fails to pay or otherwise discharge any "Excess SPAC Expense Amount" (defined as the amount, if any, by
which the aggregate amounts payable in cash for the Company's accrued transaction expenses at the Closing, and any loans owed by
the Company to the Sponsor for transaction and other administrative costs and expenses, exceeds $ 1.5 million), the Sponsor shall automatically
transfer to Pubco and forfeit for cancellation (for no additional cash consideration) a quantity of Pubco Ordinary Shares otherwise due
to the Sponsor at Closing equal to (i) the portion of the Excess SPAC Expense Amount that is unpaid or otherwise undischarged by the
Sponsor, divided by (ii) $ 10.00. The parties' undertakings in the Support Agreement were made as a condition to the willingness
of PSI and the Company to enter into the PSI Business Combination Agreement and as an inducement and in consideration therefor.

 F- 18

 Registration
Rights Agreement

with the execution of the PSI Business Combination Agreement, the Pubco, certain shareholders of the Company and PSI, entered into a
Registration Rights Agreement (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the parties
listed under "Investor" on the signature page thereto will be provided the right to demand registrations, piggy-back registrations
and shelf registrations with respect to Registrable Securities (as defined in the Registration Rights Agreement). The Registration Rights
Agreement contains customary covenants regarding registration procedures and mutual indemnification obligations, among other matters.
The parties' undertakings in the Registration Rights Agreement are made were made as a condition to the willingness of PSI and
the Company to enter into the PSI Business Combination Agreement and as an inducement and in consideration therefor.

 Advisory
Agreement

 On December 21, 2023, Maxim was engaged by the
Company as its sole M&A advisor for the PSI Business Combination. If the Company has a Closing of the PSI Business Combination, during
either (i) the term of the engagement of Maxim, or (ii) unless the engagement with Maxim is terminated by Maxim for convenience or by
the Company for cause (in which case, no fee shall be payable) at any time during a period of twelve (12) months following the termination
of the engagement with Maxim, then the Company shall pay to Maxim upon the closing of the PSI Business Combination, one percent ( 1.0 %)
of the equity value of PSI (the "Success Fee"). The Success Fee shall be comprised entirely of the Company's ordinary
shares which shall be issued to Maxim at the same price per share as any shares issued in the PSI Business Combination. The ordinary shares
that are issued to Maxim will have unlimited piggyback registration rights and additionally will have the same registration rights and
other rights afforded to holders of the Company's ordinary shares who are issued shares in the PSI Business Combination.

 Right
of First Refusal

 Subject
to certain conditions, the Company granted Maxim, for a period beginning on the closing of the IPO and ending 18 months after the
date of the consummation of a Business Combination, a right of first refusal to act as lead left book-running managing underwriter
with at least 75 % of the economics; or, in the case of a three-handed deal 50 % of the economics, for any and all future public and
private equity, convertible and debt offerings for the Company or any of the Company's successors or subsidiaries. In accordance
with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective
date of the IPO.

 Unit
Purchase Option

 The
Company sold to the underwriters, for $100, an option to purchase up to a total of 431,250 Units exercisable, in whole or in part, at
$ 11.00 per Unit, commencing on the consummation of our initial Business Combination (the "Unit Purchase Option"). The
purchase option may be exercised for cash or on a cashless basis, at the holder's option, and expires five years from January 18,
2022. The option and the 431,250 Units, as well as the 431,250 shares of Class A Ordinary Shares, and the rights to receive 43,125
shares of Class A Ordinary Shares upon a Business Combination that may be issued upon exercise of the option, have been deemed compensation
by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following January 18, 2022 pursuant to Rule 5110(e)(1)
of FINRA's Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of
any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Additionally,
the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period)
following January 18, 2022 except to any underwriter and selected dealer participating in the offering and their bona fide officers or
partners. The option grants to holders demand and "piggy-back" rights of the securities directly and indirectly issuable
upon exercise of the option. Notwithstanding the foregoing, the underwriters and their related persons may not (i) have more than one
demand registration right at our expense, (ii) exercise their demand registration rights more than five (5) years from January 18, 2022,
and (iii) exercise their "piggy-back" registration rights more than seven (7) years from January 18, 2022. 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. The exercise price and number of Units issuable upon exercise of the option may be adjusted in certain circumstances
including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the option will
not be adjusted for issuances of shares of Ordinary Shares at a price below its exercise price. The Company has no obligation to net
cash settle the exercise of the purchase option or the rights underlying the purchase option. The holder of the purchase option will
not be entitled to exercise the purchase option unless a registration statement covering the securities underlying the purchase option
is effective or an exemption from registration is available. If the holder is unable to exercise the purchase option or underlying rights,
the purchase option or rights, as applicable, will expire worthless.

 The
Company accounted 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 additional paid-in capital. The Company estimated the fair value of Unit Purchase Option to be $ 56,000 based a binomial
model.

 F- 19

 NOTE 7 — SHAREHOLDERS'
DEFICIT

 Preference

 The
Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other
rights and preferences as may be determined from time to time by the Board. As of December 31, 2023 and 2022, there were no preference
shares issued or outstanding.

 Class
A Ordinary Shares

 The
Company is authorized to issue 50,000,000 shares of Class A Ordinary Shares with a par value of $ 0.0001 per share. Holders of Class A
Ordinary Shares are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 2,627,224 and 470,975 shares of
Class A Ordinary Shares outstanding, respectively (excluding 984,801 and 8,625,000 shares of Class A Ordinary Shares subject to possible
redemption, respectively).

 Class B
Ordinary Shares

 The
Company is authorized to issue 3,000,000 shares of Class B Ordinary Shares with a par value of $ 0.0001 per share. Holders of Class B
Ordinary Shares are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 1 and 2,156,250 shares of Class B
Ordinary Shares outstanding, respectively.

 Holders
of shares of Class A Ordinary Shares and shares of Class B Ordinary Shares vote together as a single class on all other matters submitted
to a vote of shareholders, except for the election or removal of directors of the Board prior to an initial Business Combination when
only Class B Ordinary Shares are entitled to vote.

 The
shares of Class B Ordinary Shares will automatically convert into shares of Class A Ordinary Shares at the time of the initial Business
Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A Ordinary Shares, or equity-linked
securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business
Combination, the ratio at which shares of Class B Ordinary Shares shall convert into shares of Class A Ordinary Shares will be adjusted
(unless the holders of a majority of the outstanding shares of Class B Ordinary Shares agree to waive such adjustment with respect to
any such issuance or deemed issuance) so that the number of shares of Class A Ordinary Shares issuable upon conversion of all shares
of Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of
Ordinary Shares outstanding upon the completion of the IPO plus all shares of Class A Ordinary Shares and equity-linked securities issued
or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to
be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its
affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B
Ordinary Shares into an equal number of shares of Class A Ordinary Shares, subject to adjustment as provided above, at any time.

 Rights

 Except
in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive
one-tenth (1/10) of one Class A Ordinary Share upon consummation of a Business Combination, even if the holder of a Public Right converted
all shares held by him, her or it in connection with a Business Combination or an amendment to the Amended and Restated Charter with
respect to its pre-Business Combination activities. In the event that the Company will not be the surviving company upon completion of
a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive
the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination. No additional consideration
will be required to be paid by a holder of Public Rights in order to receive his, her or its additional shares of Class A Ordinary Share
upon consummation of a Business Combination. The shares issuable upon exchange of the Rights will be freely tradable (except to the extent
held by affiliates of the Company). 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 Ordinary Shares will receive in the transaction on an as-converted into Ordinary Share basis.

 F- 20

 The
Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down
to the nearest whole share or otherwise addressed in accordance with the applicable provisions of local law. As a result, the holders
of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders' rights upon closing
of a Business Combination. 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 Public Rights will not receive any of such funds with respect to their Public
Rights, nor will they receive any distribution from the Company's assets held outside of the Trust Account with respect to such
Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities
to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required
to net cash settle the rights. Accordingly, the Rights may expire worthless.

 As of December 31, 2023 and 2022, there were 8,625,000
Public Rights outstanding.

 NOTE
8 — 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.

 At December 31, 2023, the assets held in the Trust
Account were held in money market funds which is invested primarily in treasury funds. At December 31, 2022, the assets held in the Trust
Account were held in treasury funds. All of the Company's investments held in the Trust Account are classified as trading securities.

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

 Quoted
 Prices in
 Active
 Markets

 Significant
 Other
 Observable
 Inputs

 Significant
 Other
 Unobservable
 Inputs

 December 31, 2023

 Level

 (Level 1)

 (Level 2)

 (Level 3)

 Assets:

 Investment held in the Trust Account

 $
 11,265,163

 —

 —

 Quoted
 Prices in
 Active
 Markets

 Significant
 Other
 Observable
 Inputs

 Significant
 Other
 Unobservable
 Inputs

 December 31, 2022

 Level

 (Level 1)

 (Level 2)

 (Level 3)

 Assets:

 Investment held in the Trust Account

 $
 88,525,575

 —

 —

 F- 21

 NOTE
9 — SUBSEQUENT EVENTS

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

 To
mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on
February 6, 2024, the Company instructed Continental to liquidate the investments held
in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Citibank, with
Continental continuing to act as trustee, until the earlier of the consummation of the Company's initial Business Combination or
liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the IPO and Private
Placement are no longer invested in U.S. government securities or money market funds.

 In
connection with the First Nasdaq Letter, Second Nasdaq Letter and Third Nasdaq Letter, the Company timely requested a hearing before
the Panel and the hearing to appeal the Nasdaq Notice was held on February 22, 2024 (see Note 1). The Company's securities continued
to trade on The Nasdaq Global Market until the hearing process concluded and the Panel issued a written decision. There can be no assurance
that the Panel will grant the Company's request for a suspension of delisting or continued listing on The Nasdaq Global Market.

 On February 13, 2024, the Company received a letter
from the Nasdaq Staff indicating that the Company regained compliance with the MVPHS requirement. On March 14, 2024, the Panel issued
its decision, which granted the Company's request for continued listing, subject to certain conditions, including
that (i) on or before May 1, 2024, the Company advises the Panel on the status of the SEC review of the registration statement on
Form F-4 to be field with the SEC by the Pubco, relating to the PSI Business Combination and containing a proxy statement of the Company,
(ii) or before May 15, 2024, the Company holds a shareholder meeting and obtain approval for completion of its initial business combination;
and (iii) on or before May 20, 2024, the Company closes its Business Combination and the new entity shall demonstrate compliance
with Listing Rule 5505.

 F- 22

 EXHIBIT INDEX

 Exhibit
 No.

 Description

 1.1

 Underwriting Agreement, dated January 18, 2022, by and between the Company and Maxim Group LLC. (4)

 1.2

 Amendment No.1 to Underwriting Agreement, dated December 21, 2023, by and between the Company and Maxim Group LLC.*

 2.1

 Business Combination Agreement, dated as of December 27, 2023, by and among the Company, AIB LLC, PS International Group Ltd., PSI Merger Sub I Limited, PSI Merger Sub II Limited, and PSI Group Holdings Ltd. (9)

 3.1

 Second Amended and Restated Memorandum and Articles of Association. (3)

 3.2

 First Amendment to the Second Amended and Restated Memorandum and Articles of Association. (6)

 3.3

 Second Amendment to the Second Amended and Restated Memorandum and Articles of Association. (8)

 4.1

 Specimen Unit Certificate. (2)

 4.2

 Specimen Ordinary Share Certificate. (2)

 4.3

 Specimen Rights Certificate. (2)

 4.4

 Rights Agreement, dated January 18, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. (4)

 4.5

 Description of Registered Securities. (5)

 10.1

 Securities Subscription Agreement, dated July 30, 2021, between the Company and AIB LLC. (1)

 10.2

 Form of Indemnity Agreement (2)

 10.3

 Amended and Restated Promissory Note, dated December 31, 2021, issued to AIB LLC. (3)

 10.4

 Letter Agreement, dated January 18, 2022, by and among the Company, its officers and directors, and the Sponsor. (4)

 10.5

 Investment Management Trust Agreement, dated January 18, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (4)

 10.6

 Registration Rights Agreement, dated January 18, 2022, by and among the Company, Maxim Group LLC, AIB LLC and certain security holders. (4)

 10.7

 Administrative Support Agreement, dated January 18, 2022, by and between the Company and the AIB LLC. (4)

 10.8

 Maxim Unit Purchase Agreement, dated January 18, 2022, by and between the Company and Maxim Group LLC. (4)

 10.9

 Sponsor Unit Purchase Agreement, dated January 18, 2022, by and between the Company and AIB LLC. (4)

 10.10

 Unit Purchase Option, dated January 21, 2022, issued by the Company to Maxim Partners LLC. (4)

 10.11

 Amendment to the Investment Management Trust Agreement, dated as of January 19, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.. (6)

 10.12

 Promissory Note issued to AIB LLC, dated January 20, 2023. (6)

 10.13

 Promissory Note issued to AIB LLC, dated January 23, 2023. (7)

 10.14

 Promissory Note issued to AIB LLC, dated October 19, 2023. (8)

 10.15

 Form of Lock-Up Agreement, dated as of December 27, 2023, by and among the Company, PS International Group Ltd., AIB LLC, PSI Group Holdings Ltd, and shareholders of PSI Group Holdings Ltd. (9)

 10.16

 Form of Shareholder Support Agreement, dated as of December 27, 2023, by and among the Company, PS International Group Ltd., PSI Group Holdings Ltd, certain shareholders of PSI Group Holdings Ltd, certain shareholders of AIB Acquisition Corporation, and AIB LLC. (9)

 10.17

 Form of Registration Rights Agreement, dated as of December 27, 2023, by and among the Company, PS International Group Ltd., and certain investors of AIB Acquisition Corporation and PSI Group Holdings Ltd. (9)

 Form of Code of Ethics. (1)

 19.1

 Insider Trading Policies and Procedures, adopted January 18, 2022.*

 31.1

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

 32.1

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

 32.2

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

 97.1

 Policy
 Related to Recovery of Erroneously Awarded Compensation, adopted November 29, 2023.*

 99.1

 Amended and Restated Audit Committee Charter.*

 99.2

 Amended and Restated Compensation Committee Charter *

 101.INS

 101.SCH

 101.CAL

 Document.*

 101.DEF

 Document.*

 101.LAB

 Document.*

 101.PRE

 Document.*

 *

 Filed herewith.

 **

 Furnished herewith

 (1)

 to the Company's Registration Statement on Form S-1 (File No. 333-260594), filed with the SEC on October 29, 2021.

 (2)

 to Amendment No. 1 to the Company's Registration Statement on Form S-1/A (File No. 333-260594), filed with the SEC on November
 22, 2021.

 (3)

 to Amendment No. 4 to the Company's Registration Statement on Form S-1/A (File No. 333-260594), filed with the SEC on January
 5, 2022.

 (4)

 to the Company's Current Report on Form 8-K, filed with the SEC on January 24, 2022.

 (5)

 to the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2022.

 (6)

 to the Company's Current Report on Form 8-K filed with the SEC on January 23, 2023.

 (7)

 to the Company's Current Report on Form 8-K filed with the SEC on January 27, 2023.

 (8)

 to the Company's Current Report on Form 8-K filed with the SEC on October 24, 2023.

 (9)

 to the Company's Current Report on Form 8-K filed with the SEC on January 3, 2024.

 SIGNATURES

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

 March 21, 2024

 By:

 /s/ Eric Chen

 Name:

 Eric Chen

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

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

 Name

 Position

 Date

 /s/ Eric Chen

 Chief Executive Officer and Director

 March

 Eric Chen

 (Principal Executive Officer)

 /s/ Axel Hoerger

 Chairman of the Board

 March

 Axel Hoerger

 /s/ Jie Gao

 Chief Financial Officer

 March

 Jie Gao

 (Principal Financial and Accounting Officer)

 /s/ David
 Adelman

 March

 David Adelman

 /s/ Merry
 Tang

 March

 Merry Tang

 /s/ David
 Knower

 March

 David Knower

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