What changed in this filing

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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-03-25 · 1145 added, 803 removed, 453 unchanged (81% of the section changed)

2 unchanged sentences

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed

under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the

SEC’s rules and forms.

under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified

in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated

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Our management evaluated, with the participation of our current chief executive officer and

chief financial officer (our “ Certifying Officers ”), the effectiveness of our disclosure controls and procedures as

of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded

that, as of December 31, 2023, our disclosure controls and procedures were not effective.

chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December

31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of

December 31, 2024, our disclosure controls and procedures were not effective.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

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our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

The design of disclosure controls and procedures is also 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

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Report on Internal Controls Over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the

SEC for newly public companies.

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for

external reporting purposes in accordance with U.S.

Our internal control over financial reporting includes those policies and procedures

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

assets of our company,

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,

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.

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

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the

Treadway Commission in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management

determined that we did not maintain effective internal control over financial reporting as of December 31, 2024 ,

due to the material weakness in our internal controls as a result of inadequate segregation of duties within accounting processes

due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record

This Annual Report does not include an attestation

report by our independent registered public accounting firm, regarding internal control over financial reporting.

As a smaller reporting

company, our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the

SEC that permit us to provide only management’s report in this Annual Report.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

changes occurred in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

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

Fernandez Pascual

Executive Officer, Secretary and Director

Financial Officer and Director

Fernandez Pascual, CEO, Secretary and Director

Fernandez, has served as our Chief Executive Officer, Secretary and Director since May 15, 2023.

Fernandez also serves as Secretary

of our Sponsor.

Pascual is a citizen and resident of Spain.

Fernandez has most recently served as the General Manager of Chassis

Brakes International Spain, part of Hitachi Automotive Systems since April 2019 to February 2021 and was based in San Felices de Buelna,

Autonomía de Cantabria, Spain.

Fernandez is COO of another SPAC entity, Genesis Unicorn Capital Corp which completed its initial

public offering in February 2022.

Fernandez served as the President of Gira Cluster of Automotive Industries of Cantabria from May

2019 to March 2021 and was based in Spain.

From September 2018 to April 2019, Mr.

Fernandez served as the Smart Factory Platform Leader

of Linxens based in Levallois, Île-de-France, France.

From January 2017 to April 2019, Mr.

Fernandez served as the Site Director

From September 2015 to December 2016, Mr.

Fernandez served as the Senior Area Sales Manager Southern Europe for Quintus Technologies,

based in Vasteras, Sweden.

From September 2014 to September 2015, Mr.

Fernandez served as the Site Director of Hutchinson based in Châteaudun,

From April 2013 to August 2014, Mr.

Fernandez served as the Production Area Manager of Gestamp based in Le Theil, Basse-Normandie,

From November 2005 to March 2013, Mr.

Fernandez served as Process Engineer Manager at ArcelorMittal Aviles, Spain.

From September

2003 to October 2005, Mr.

Fernandez served as Resident Engineer of ArcelorMittal based Electrolux premises in Conegliano, Veneto, Italy.

Fernandez received his Executive MBA degree at ESCP Europe.

Fernandez received his DEA (Master in Sciences)

at Ecole Polytechnique.

Chief Executive

Officer, Secretary, and Director

Heung Ming Wong

Chief Financial Officer

Independent Director

Xie, CEO, Secretary, and Director

Xie has served as our chief executive officer, secretary, and director since April 2024.

Since 2017, Mr.

Xie has served as the CEO of

Hangzhou Aiwoba Network Technology Co., Ltd., a health and wellness enterprise integrating medical moxibustion, Internet of Things, artificial

intelligence and shared technology.

In his role as CEO, he is responsible for the management of the company, including developing business

plans and policies, overseeing shareholder and director meetings, supervising product development, sales and marketing, reviewing company

financial statements, and executing contracts.

Since June 2014, Mr.

Xie has also been the founder of Hangzhou Junlin Health Management

Consulting Co., Ltd., a company that offers a health moxibustion service platform with web-based and mobile applications.

as founder, Mr.

Xie manages the daily operations of the company, including setting the company’s mission and vision, raisings funds,

developing strategies, and recruiting and overseeing management teams.

Xie received his diploma from Zhejiang Vocational College

of Art in Hangzhou, China, in 2008.

We believe that Mr.

Xie is qualified to serve on our board of directors due to his experience in

managing an operating company as its CEO, as well as his experience in developing business plans and policies, raising capital, and reviewing

company financial statements.

Ming Wong, CFO, and Director

Ming Wong has served as our Chief Financial Officer and Director since May 2023.

Wong is a citizen and resident of Hong Kong.

Wong has over twenty years’ experience in advising multinational companies on finance, accounting, internal control and corporate

governance matters.

Since March 2023, Mr.

Wong has served as an independent non-executive director of E-Home Household Service Holding

EJH), a China-based investment holding company mainly engaged in the operation of household services.

Since April 2022,

he has served as an independent non-executive director of Ostin Technology Group Co., Ltd (Nasdaq:

OST), a China-based company mainly

engaged in the business of designing, developing and manufacturing TFT-LCD modules.

Wong has served as an independent non-executive

director of Helens International Holdings Company Limited (9869HK), a China-based investment holding company mainly engaged in bar operation

and franchise business, since August 2021 and was appointed as the independent director of Sansheng Holdings (Group) Co.

Kong Mainboard Stock Exchange listed company (stock code:

2183) on August 1, 2022.

Wong has also served as an independent non-executive

director of Meihua International Medical Technologies Co., Ltd., (Nasdaq:

MHUA) from April 2022 to June 2022.

Wong also has served

as a director of TD Holdings, Inc.

GLG), a company engaged in commodity trading and supply chain services businesses, since

From June 2020 to March 2021, Mr.

Wong served as Chief Financial Officer of Meten EdtechX Education Group Ltd.

a leading English language training service provider in China.

He has served from April 2021 to April 2023 as an independent director

of Shifang Holding Group Ltd.

(1831HK), a Hong Kong-listed company which provides a wide range of integrated print media and digital

media services to advertisers and since March 2020 as an independent director of Raffles Interior Ltd.

(1376HK), a company engaged in

the interior decoration business.

Wong has been serving as the non-executive Chairman for Raffles Interior Ltd., a Singapore-based

interior fitting-out services provider, since September 23, 2022.

Previously, he also served as the Chief Financial Officer from March

2017 to November 2018 at Frontier Services Group (0500HK), a company listed on the Hong Kong Stock Exchange, which is a leading provider

of integrated security, logistics, insurance and infrastructure services for clients operating in developing regions.

Prior to that,

Wong worked for Deloitte Touche Tohmatsu (China) and PricewaterhouseCoopers (China) for an aggregate of more than 11 years.

graduated from the City University of Hong Kong in 1993 with a bachelor’s degree in Accountancy and obtained a master’s degree

in Electronic Commerce from the Open University of Hong Kong in 2003.

He is a fellow member of the association of Chartered Certified

Accountants and the Hong Kong institute of Certified Public Accountants and a member of the Hong Kong Institute of Certified Internal

director of six other listed companies, including (i) Nature Wood Group Limited (Nasdaq:

NWGL) since September 2023;

(ii) E-Home Household

Service Holdings Ltd.

EJH) since March 2023;

(iii) Ostin Technology Group Co., Ltd.

OST) since April 2022;

International Holdings Company Limited (HKG:

9869) since August 2021;

(v) Baiyu Holdings Inc.

(formerly known as TD Holdings, Inc.) (Nasdaq:

BYU) since April 2021;

and (vi) Raffles Interior Limited (HKG:

1376) since March 2020.

In addition, Mr.

Wong served as an independent

non-executive director of Sansheng Holdings (Group) Co.

2183) from August 2022 to December 2023.

From November 2010 to April

Wong was an independent non-executive director of Shifang Holding Limited (HKG:

From July 2022 to November 2023, Mr.

Wong was the independent non-executive director of REDEX Pte.

Wong has over 29 years of experience in finance, accounting, internal

controls, and corporate governance in Singapore, China, and Hong Kong.

In the PRC and Hong Kong, Mr.

Wong has helped a number of companies

listed in overseas stock exchanges, including those in the United States and Hong Kong.

From May 2020 to March 2021, Mr.

as the chief financial officer of Meten Holding Group Ltd.

Wong has also served as chief financial officer and senior

finance executive of various companies, including Frontier Services Group Limited (HKG:

0500) from April 2017 to September 2018, and

Beijing Oriental Yuhong Waterproof Technology Co., Ltd., a leading waterproof materials manufacturer in the PRC and a company listed

on China’s Shenzhen Stock Exchange (SHE:

2271) from May 2014 to August 2015.

Wong began his career in an international accounting

firm and moved along in audit fields by taking some senior positions both in internal and external audits including being a senior manager

and a manager in PricewaterhouseCoopers, Beijing office and Deloitte Touche Tohmatsu, Hong Kong, respectively.

Wong graduated from

the City University of Hong Kong in 1993 with a bachelor’s degree in Accounting and obtained a master’s degree in Electronic

Commerce from the Open University of Hong Kong in 2003.

He is a fellow member of the association of Chartered Certified Accountants and

the Hong Kong institute of Certified Public Accountants and a member of the Hong Kong Institute of Certified Internal Auditor.

Wong is qualified to serve on our board of directors due to his extensive experience as an independent non-executive director

as well as his more than 29 years’ experience in finance, accounting, internal control, and corporate governance.

Bao, Independent Director

Bao is one of our independent directors.

Bao has served as one of our independent directors since November 2023.

Bao is a citizen of Canada and a resident of the PRC.

Bao has over 15 years of experience

in accounting and auditing.

She has served as the Chief Financial Officer of Jayud Global Logistics Limited, a China-based end-to-end

supply chain solution provider with a focus on providing cross-border logistics services, since October 2022.

She has served as independent

director of SunCar Technology Group Inc.

since May 2023 and independent director of Cetus Capital Acquisition Corp.

Bao has over 15 years of experience in accounting and auditing.

She has served as the chief financial officer of Jayud Global Logistics

Limited, a China-based end-to-end supply chain solution provider with a focus on providing cross-border logistics services, since October

She has served as an independent director of SunCar Technology Group Inc.

since May 2023 and as an independent director of Cetus

Capital Acquisition Corp.

since February 2023.

She served as the Chief Financial Officer of Eagsen, Inc., a vehicle communication and entertainment system provider, from April 2020

to September 2022.

From April 2020 to September 2022, she served as the chief financial officer of Eagsen,

Inc., a vehicle communication and entertainment system provider.

Before Eagsen, Inc.

was set up, Ms.

Bao served as Chief Financial Officer of Shanghai Eagsen Intelligent Co., Ltd.

was established, Ms.

Bao served as Chief Financial

Officer of Shanghai Eagsen Intelligent Co., Ltd.

from November 2019 to March 2020.

From February 2018 to August 2019, Ms.

Bao served as Chief Financial Officer of Jufeel International

Group., a biotech company that cultivates, produces, develops and sells raw aloe vera and aloe vera based consumer products in China.

as chief financial officer of Jufeel International Group., a biotech company that cultivates, produces, develops, and sells raw aloe

vera and aloe vera based consumer products in China.

From October 2015 to January 2018, Ms.

Bao worked as an independent consultant to provide accounting advisory services for China-based

Bao began her career in accounting at Ernst & Young LLP Toronto, where she served from January 2005 to May 2008 as

Bao received a bachelor’s degree in Accounting from Concordia University in 2005, and a bachelor’s degree in

Japanese from the Beijing Second Foreign Language Institute in 1994.

Bao is a Certified Public Accountant in the United States, and

she is also a Canadian Chartered Professional Accountant and a Hong Kong Certified Public Accountant.

Bao worked as an independent consultant to

provide accounting advisory services for China-based companies.

Bao began her career in accounting at Ernst & Young LLP Toronto,

where she served from January 2005 to May 2008 as a senior accountant.

Bao received a bachelor’s degree in Accountancy from

Concordia University in 2004, and a bachelor’s degree in Japanese from the Beijing Second Foreign Language Institute in 1994.

Bao is a Certified Public Accountant in the United States, and she is also a Canadian Chartered Professional Accountant and a Hong Kong

Certified Public Accountant.

We believe that Ms.

Bao is qualified to serve on our board of directors due to her experience as an independent

director for a special purpose acquisition company, her extensive experience as a chief financial officer for several companies, as well

as her more than 15 years’ experience in accounting and auditing.

Julianne Huh, Independent Director

Julianne Huh is one of our independent directors.

Julianne Huh has served as one of our independent directors since November 2023.

Huh is a citizen of Korea and resident of Malaysia.

Since May 2021, Dr.

been serving as Independent Director of Data Knights Acquisition Corp.

Since November 2023, Dr.

Huh has been serving as an independent director of OneMedNet Corporation (formerly known as Data Knights Acquisition

From October 2017 to June 2022, Dr.

Huh served as the Director

of S&I F&B Management Sdn, Bhd based in Kuala Lumpur, Malaysia, where she managed the overall business, operations and marketing

of 2 Ox French Bistro.

Huh served as the Director of S&I F&B Management Sdn, Bhd based in Kuala Lumpur, Malaysia,

where she managed the overall business, operations and marketing of 2 Ox French Bistro.

From June 2016 to August 2017, Dr.

Huh served as the Vice President of The

Mall of Korea based in Bangkok, Thailand, where she managed projects for business set-up, construction of department stores and nine

Huh also managed the overall business, operations and marketing while serving as the Vice President during this time.

as the Vice President of The Mall of Korea based in Bangkok, Thailand, where she managed projects for business set-up, construction of

department stores and nine restaurants.

Huh also managed the overall business, operations and marketing while serving as the Vice

President during this time.

From November 2013 to June 2016, Dr.

Huh served as the Director of Business Development of Juna International Ltd based in Shanghai,

China and Seoul, Korea, where she oversaw China Business Development in the entertainment and music industry.

From August 2006 to June

Huh founded the Wonderful World of Learning (WWL) and served as its General Manager based in Shanghai, where she managed the

overall business and operations of the preschool, curriculum development and teacher training.

From October 2011 to May 2014, Dr.

served as the Managing Partner as well as Vice President of Pronovias Korea based in Seoul, Korea, where she launched the wedding dress

brand “Pronovias” of the Spain flagship store as the sole franchise for the Korean market.

Huh also oversaw and managed

operations, marketing, PR and bi-annual buying and merchandising.

Huh served as the director of business development of Juna International

Ltd based in Shanghai, China and Seoul, Korea, where she oversaw China Business Development in the entertainment and music industry.

From August 2006 to June 2016, Dr.

Huh founded the Wonderful World of Learning (WWL) and served as its general manager based in Shanghai,

where she managed the overall business and operations of the preschool, curriculum development and teacher training.

From October 2011

to May 2014, Dr.

Huh served as the managing partner as well as vice president of Pronovias Korea based in Seoul, Korea, where she launched

the wedding dress brand “Pronovias” of the Spain flagship store as the sole franchise for the Korean market.

oversaw and managed operations, marketing, PR and bi-annual buying and merchandising.

From September 2009 to September 2019, Dr.

Huh founded Only Natural

Organic Bath Products based in Shanghai, China, where she was in charge of brand development and sales for charity purposes.

founded Only Natural Organic Bath Products based in Shanghai, China, where she was in charge of brand development and sales for charity

In June 2004, Dr.

Huh received her Doctor of Education (Ed.D) degree at the University of Massachusetts in the U.S.

In May 1995, Dr.

Huh received her

Master of Education (M.Ed.) degree from the University of Massachusetts in the U.S.

Huh received her Master of Education (M.Ed.) degree from the University of Massachusetts in the U.S.

In June 1993, Dr.

Huh completed two semesters of

courses at the MBA program at the Yonsei University in Seoul, Korea.

completed two semesters of courses at the MBA program at the Yonsei University in Seoul, Korea.

In February 1991, Dr.

Huh received her Bachelor of Arts degree in

English Language and Literature from Ewha Women’s University in Seoul, Korea.

Huh received her

Bachelor of Arts degree in English Language and Literature from Ewha Women’s University in Seoul, Korea.

We believe that Dr.

is well-qualified to serve as a member of our board of directors due to her experience as an independent director for a special purpose

acquisition company, her extensive experience in global finance, as well as her network of contacts and relationships.

Karlsen, Independent Director

Karlsen is one of our independent directors.

Karlsen has served as one of our independent directors since November 2023.

Karlsen is a citizen of Norway and a resident of Singapore.

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Since June 2022, Mr.

Karlsen has also been serving as Partner of AYA Land Development

His main responsibility in both companies is strategic consultancy for real estate investments From December 2018 to February 2022,

Karlsen served as the Investment Director of PIK International, where he oversaw the identification and investments of real estate

assets in Asia.

Karlsen has also been serving

as a partner of AYA Land Development Ltd.

His main responsibility in both companies is strategic consultancy for real estate investments

From December 2018 to February 2022, Mr.

Karlsen served as the investment director of PIK International, where he oversaw the identification

and investments of real estate assets in Asia.

From June 2016 to November 2018, Mr.

Karlsen served as Business Development Manager of CFLD International Pte.

he was involved in business development in Asia, Middle East and Africa for industry city development.

Karlsen served as business development manager of

CFLD International Pte.

Ltd, where he was involved in business development in Asia, Middle East and Africa for industry city development.

In June 2016, Mr.

Karlsen received

his Master’s degree in Real Estate Finance and Investment from The University of Hong Kong.

Karlsen received his master’s degree in Real Estate Finance and Investment from The University of Hong Kong.

In May 2015, Mr.

Karlsen received his

Bachelor’s degree in Urban Studies from UCL Bartlett School of Planning.

Karlsen received his bachelor’s degree in Urban Studies from University College of London Bartlett School of Planning.

We believe that Mr.

Karlsen is well-qualified to serve as a member of our board of directors due to his extensive cross-border business

experience., as well as her network of contacts and relationships.

requires that a majority of our board must be composed of “independent directors,” which is defined generally as a person

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combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any

We are not a party to any

agreements with our officers and directors that provide for benefits upon termination of employment.

Committee We have established an audit committee of the board of directors.

of the Board of Directors

have established an audit committee of the board of directors.

Lin Bao, Robin H.

Karlsen and Julianne Huh serve as members

of our audit committee.

Karlsen, and Julianne Huh serve as members of our audit

Lin Bao chairs the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required

to have three members of the audit committee all of whom must be independent.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have three

members of the audit committee all of whom must be independent.

Lin Bao, Robin H.

Karlsen and Julianne Huh are independent.

member of the audit committee is financially literate and our board of directors has determined that Lin Bao qualifies as an “audit

committee financial expert” as defined in applicable SEC rules.

of the audit committee is financially literate and our board of directors has determined that Lin Bao qualifies as an “audit committee

financial expert” as defined in applicable SEC rules.

Responsibilities

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standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

The members of our Compensation Committee are Lin Bao, Robin H.

members of our Compensation Committee are Lin Bao, Robin H.

Karlsen, and Julianne Huh.

Julianne Huh chairs the compensation

Julianne Huh chairs the compensation committee.

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

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of Conduct and Ethics

have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities

We filed a copy of our form of Code of Ethics and our audit committee charter as exhibits to the registration statement in connection

with our IPO.

You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov .

have adopted a code of conduct and ethics applicable to our directors, officers, and employees in accordance with applicable federal

securities laws.

We filed a copy of our form of Code of Ethics and our audit committee charter as exhibits to the registration statement

in connection with our IPO.

You will be able to review these documents by accessing our public filings at the SEC’s web site at

www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

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.

See “ Where You Can Find Additional

Information .”

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

of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest

in allocating his or her time among various business activities.

the course of their other business activities, our officers and directors may become aware of investment and business opportunities

which may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may

have conflicts of interest in determining to which entity a particular business opportunity should be presented.

May 1, 2023, our initial shareholders purchased founder shares and on December 6, 2023, our sponsor purchased the private units in

transactions that closed simultaneously with the closing of our IPO.

Our initial shareholders have agreed to waive their right to

liquidating distributions with respect to its founder shares if we fail to consummate our initial business combination within the

required time period.

However, if our initial shareholders acquire public shares in or after our IPO, they will be entitled to receive

liquidating distributions with respect to such public shares if we fail to consummate our initial business combination within the

required time period.

If we do not complete our initial business combination within such applicable time period, the proceeds of

the sale of the private units will be used to fund the redemption of our public shares, and the private units will expire worthless.

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect

to our initial business combination.

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.

See “ Where You Can

Find Additional Information .”

Recovery and Clawback Policies

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 we are found

to have misstated its financial results.

have adopted a compensation recovery policy (the “Clawback Policy”) effective as of November 30, 2023 that complies with

the Nasdaq’s new clawback rules promulgated under the SEC’s Rule 10D-1.

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 Executives”) in the event that we are required to prepare an accounting restatement

due to our material noncompliance with any financial reporting requirement under the securities laws.

The recovery of such compensation

applies regardless of whether a Covered Executive engaged in misconduct or otherwise caused or contributed to the requirement of an accounting

Under the Clawback Policy, our board of directors may recoup from the Covered Executives 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

foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions

of the Clawback Policy, a copy of which is filed as Exhibit 97.1 to our annual report on Form 10-K for the fiscal year ended December

31, 2023 and is incorporated herein by reference.

Cayman Islands law, directors and officers owe the following fiduciary duties:

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This duty has been defined as a requirement

to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person

carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience

which that director has.

to act as a reasonably diligent person having both the general knowledge, skill, and experience that may reasonably be expected of a

person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill

and experience which that director has.

set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,

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he might have.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons

who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission

initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities.

These executive

officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a)

forms filed by such reporting persons.

solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing

requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

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

Entity/company

Business/industry

Affiliation/Position

Director/Managing

Director/Chairman/

Aiwoba Network Technology Co., Ltd.

Junlin Health Management Consulting Co., Ltd.

Household Service Holding Ltd.

Holdings (Group) Co.

Technology Group Co., Ltd.

panel manufacturing

International Holdings Company Limited

Holdings, Inc.

resources online trading

Interiors Limited

Land Development Corp.

Estate Developer

Global Logistics Limited

chain solution provider

Capital Acquisition Corp.

Technology Group Inc.

automotive after-sales

further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated

with any of our Initial Shareholders, officers, or directors unless we have obtained an opinion from an independent investment banking

firm, or another independent entity that commonly renders valuation opinions, and the approval of a majority of our disinterested independent

directors that the business combination is fair to our company (or shareholders) from a financial point of view.

Notwithstanding the

foregoing, our amended and restated memorandum and articles of association provides that, subject to fiduciary duties under Cayman Islands

law, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered

to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue.

officers and directors, as well as our Initial Shareholders, have agreed, pursuant to the terms of a letter agreement entered into with

us, (i) to vote any Founder Shares and Private Shares held by them in favor of any proposed business combination and (ii) not to redeem

such shares in connection with a shareholder vote to approve a proposed initial business combination or any amendment to our charter

documents prior to the consummation of our initial business combination or sell any shares to us in a tender offer in connection with

a proposed initial business combination.

on Liability and Indemnification of Officers and Directors

Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification

of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public

policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime.

Our amended and

restated memorandum and articles of association provides for indemnification of our (former and existing) officers and directors (“Indemnified

Persons”) to the maximum extent permitted by law against all actions, proceedings, costs, charges, expenses, losses, damages or

liabilities incurred or sustained in or about the conduct of the company’s business or affairs or in the execution or discharge

of the Indemnified Person’s duties, powers, authorities or discretions.

This includes all costs, expenses, losses or liabilities

incurred by the Indemnified Person in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative

proceedings (whether threatened, pending or completed) concerning the company or its affairs in any court or tribunal, whether in the

Cayman Islands or elsewhere.

However, no Indemnified Person shall be indemnified in respect of any matter arising out of his own actual

fraud, willful default or willful neglect.

We may purchase a policy of directors’ and officers’ liability insurance that

insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures

us against our obligations to indemnify our officers and directors.

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us

pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy

as expressed in the Securities Act and is therefore unenforceable.

Executive Compensation.

21 unchanged sentences

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

following table sets forth as of March 22, 2024 the number of our ordinary shares beneficially owned by (i) each person who is known

by us to be the beneficial owner of more than five percent of our issued and outstanding ordinary shares (ii) each of our officers

following table sets forth the number of our ordinary shares beneficially owned, as of March 28, 2025 by (i) each person who is

known by us to be the beneficial owner of more than five percent of our issued and outstanding ordinary shares;

(ii) each of our officers

and directors;

and (iii) all of our officers and directors as a group.

As of March 22, 2024, we had 9,026,000 shares of common

stock, issued and outstanding.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares

of common stock beneficially owned by them.

The following table does not reflect record of beneficial ownership of any shares of common

stock issuable upon exercise of the warrants or conversion of rights, as the warrants are not exercisable, and the rights are not convertible

within 60 days of March 22, 2024.

As of March 28, 2025, we had 6,121,733 ordinary shares issued

and outstanding.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to the ordinary

shares beneficially owned by them.

and Address of Beneficial Owner (1)

of Shares Beneficially Owned (2)

of Outstanding Shares

Juan Fernandez

Percentage of

Outstanding Shares

Heung Ming Wong

Juan Fernandez Pascual (3)

and directors as a group

2 unchanged sentences

Aimei Investment Ltd (4)

Harraden Circle Investments

Cowen and Company, LLC (5)

Glazer Capital, LLC (6)

Wealthspring Capital LLC (7)

First Trust Merger Arbitrage

First Trust Capital Management

Wolverine Asset Management,

Karpus Investment Management (8)

than one percent.

2 unchanged sentences

not include beneficial ownership of any shares of common stock underlying outstanding private rights, as such shares are not issuable

within 60 days of the date of this report.

shares held by our sponsor.

Huang Han has voting and dispositive power over the shares held of record by our sponsor.

disclaims any beneficial ownership of the shares held by our sponsor, except to the extent of her pecuniary interest therein.

address of Aimei Investment Ltd.

Is 4th Floor, Harbour Place, 103 South Church Street, P.O.

Box 10240, Grand Cayman KY1-1002, George

Town, Cayman Islands.

on a Schedule 13G filed on January 31, 2024.

The schedule relates to shares directly beneficially

owned by Harraden Circle Investors, LP (“Harraden Fund”).

Harraden Circle Investors

GP, LP (“Harraden GP”) is the general partner to Harraden Fund, and Harraden

Circle Investors GP, LLC (“Harraden LLC”) is the general partner of Harraden

Harraden Circle Investments, LLC “Harraden Advisor”) serves as investment

manager to Harraden Fund.

Fortmiller, Jr.

is the managing member of each of

Harraden LLC and Harraden Adviser.

In such capacities, each of Harraden GP, Harraden LLC,

Harraden Adviser and Mr.

Fortmiller may be deemed to indirectly beneficially own the shares

reported directly beneficially owned by Harraden Fund.

The address of the principal business

office of each reporting person is 299 Park Avenue, 21st Floor, New York, NY 10171.

on a Schedule 13G filed on February 2, 2024.

The address of the principal business office of the reporting person is 599 Lexington

Ave, New York, NY 10022.

The report does not name a natural person who directly or indirectly exercises sole or shared voting and/or

dispositive power with respect to the securities.

The report is signed by John Holmes, Chief Operating Officer.

on a Schedule 13G filed on February 14, 2024.

Glazer serves as the Managing Member of Glazer Capital LLC.

of the business office of each of the reporting persons is 250 West 55th Street, Suite 30A, New York, New York 10019.

on a Schedule 13G filed on February 14, 2024.

The statement was filed jointly filed by Wealthspring Capital LLC and Matthew Simpson,

who is a United States citizen and a manager of Wealthspring.

The principal business address for Wealthspring and for Mr.

is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.

within 60 days of the date of this Annual Report.

April 15, 2024, Juan Fernandez Pascual resigned as chief executive officer, secretary, and director of our Company, effective immediately.

On April 19, 2024, our board or directors appointed Junheng Xie as our chief executive officer, secretary, and director with effect

from April 15, 2024.

shares held by Aimei Investment Ltd, our Sponsor.

Huang Han, who is the sole shareholder and director of the Sponsor, has voting

and dispositive power over the shares held of record by our Sponsor.

The business address of Aimei Investment Ltd is Ogier Global

(Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, George Town, Cayman Islands.

on a Schedule 13G filed on November 14, 2024.

The schedule was filed jointly by First Trust Merger Arbitrage Fund (“VARBX”),

First Trust Capital Management L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP

LLC (“Sub GP”).

FTCM is an investment adviser registered with the SEC that provides investment advisory services to,

among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act

of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company

registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware

limited liability company (collectively, the “Client Accounts”).

FTCS is a Delaware limited partnership and control person

Sub GP is a Delaware limited liability company and control person of FTCM.

VARBX is a series of Investment Managers Series

Trust II, an investment company registered under the Investment Company Act of 1940.

As investment adviser to the Client Accounts,

FTCM has the authority to invest the funds of the Client Accounts in securities (including our ordinary shares) as well as the authority

to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of the ordinary shares of our Company held

in the Client Accounts.

According to the schedule, Joy Ausili is the Trustee, Vice President and Assistant Secretary of VARBX.

principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

on a Schedule 13G filed on November 14, 2024.

The schedule was filed jointly by First Trust Merger Arbitrage Fund (“VARBX”),

First Trust Capital Management L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP

LLC (“Sub GP”).

FTCM is an investment adviser registered with the SEC that provides investment advisory services to,

among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act

of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company

registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware

limited liability company.

FTCS is a Delaware limited partnership and control person of FTCM.

Sub GP is a Delaware limited liability

company and control person of FTCM.

FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners

of the ordinary shares owned by FTCM.

According to the schedule, Chad Eisenberg is the chief operating officer of FTCM, FTCS, and

The principal business address of FTCM, FTCS and Sub GP is 225 W.

Wacker Drive, 21st Floor, Chicago, IL 60606.

on a Schedule 13G filed on October 16, 2024 and a Schedule 13G/A filed on January 31, 2025.

The schedule relates to shares owned

by Wolverine Asset Management, LLC (“WAM”).

The sole member and manager of WAM is Wolverine Holdings, L.P.

Bellick and Christopher L.

Gust may be deemed to control Wolverine Trading Partners, Inc., the general

partner of Wolverine Holdings.

The address of the principal business office of WAM is 175 West Jackson Boulevard, Suite 340, Chicago,

on a Schedule 13G filed on April 9, 2024.

Karpus Investment Management (“Karpus”) is controlled by City of London Investment

Group plc (“CLIG”), which is listed on the London Stock Exchange.

However, in accordance with SEC Release No.

(January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment

power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership

is not required between Karpus and CLIG.

The address of the principal business office for Karpus is 183 Sully’s Trail, Pittsford,

New York 14534.

Certain Relationships and Related Transactions, and Director Independence.

to the IPO, the Company issued an aggregate of 50,000 ordinary shares of $1.00 par value each to Han Huang.

On May 11, 2023, Han Huang

transferred those ordinary shares to the sponsor and on May 15, 2023 the sponsor resolved to sub-divide the ordinary shares of $1.00

par value each into ordinary shares of $0.0001 par value each and as such the sponsor held 500,000,000 ordinary shares of $0.0001 each.

On May 15, 2023 the directors resolved to repurchase 498,562,500 ordinary shares from the sponsor, the repurchase resulting in the sponsor

holding 1,437,500 ordinary shares.

On May 25, 2023, 1,437,500 founder shares were issued to the sponsor (up to 187,500 of which are subject

to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) pursuant to a securities subscription

agreement and the 1,437,500 ordinary shares previously held by the sponsor were repurchased by the company, the shares have been retroactively

On October 20, 2023, the Company capitalized an amount equal to $28.75 standing to the credit of the share premium account

and appropriated such sum and applied it on behalf of the Sponsor towards paying up in full (as to the full par value of $0.0001 per

founder share) 287,500 unissued ordinary shares of $0.0001 par value and allotted such shares credited as fully paid to the Sponsor,

resulting in 1,725,000 shares being issued and outstanding.

225,000 shares of such ordinary shares are not subject to forfeiture as the

underwriters’ over-allotment was exercised in full.

The initial shareholders will collectively own approximately 20% of the Company’s

issued and outstanding shares after the Initial public Offering (assuming the initial shareholders do not purchase any Public Shares

in the Initial Public Offering and excluding the Private Units and underlying securities).

to the IPO, we issued an aggregate of 50,000 ordinary shares of $1.00 par value each to Han Huang, who is the director of our Sponsor.

On May 11, 2023, Han Huang transferred those ordinary shares to the Sponsor and, on May 15, 2023, the Sponsor resolved to sub-divide

the ordinary shares of $1.00 par value each into ordinary shares of $0.0001 par value each and, as a result, the Sponsor held 500,000,000

ordinary shares of $0.0001 each.

On May 15, 2023, the directors resolved to repurchase 498,562,500 ordinary shares from the Sponsor,

the repurchase resulting in the Sponsor holding 1,437,500 ordinary shares.

On May 25, 2023, 1,437,500 Founder Shares were issued to the

Sponsor pursuant to a securities subscription agreement.

Simultaneously, the 1,437,500 ordinary shares previously held by the Sponsor

were repurchased by us.

These share transactions have been retroactively adjusted.

of May 8, 2023, $25,000 was included as a subscription receivable.

On September 15, 2023, we received $25,000 from the Sponsor in cash.

The Sponsor transferred 152,000 of those ordinary shares among our then-chief executive officer, chief financial officer, and three independent

directors at their original purchase price pursuant to executed securities assignment agreements, effective as of May 25, 2023.

October 20, 2023, we capitalized an amount equal to $28.75 standing to the credit of the share premium account and appropriated such

sum and applied it on behalf of the Sponsor towards paying up in full (as to the full par value of $0.0001 per Founder Share) 287,500

unissued ordinary shares of $0.0001 par value, and allotted such shares credited as fully paid to the Sponsor, resulting in 1,725,000

shares being issued and outstanding.

225,000 shares of such ordinary shares are not subject to forfeiture as the underwriters’

over-allotment was exercised in full.

to certain limited exceptions, the Initial Shareholders have agreed not to transfer, assign or sell their Founder Shares until six months

after the date of the consummation of our initial business combination or earlier if, subsequent to initial business combination, the

Company consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

after the date of the consummation of our initial business combination or earlier if, subsequent to initial business combination, we

consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having

the right to exchange their ordinary shares for cash, securities or other property.

Note — Related Party

May 1, 2023, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate

principal amount of $750,000, to be used for payment of costs related to the IPO.

The note is non-interest bearing and payable on the

earlier of (i) December 31, 2023, (ii) the consummation of the IPO or (iii) the date on which the Company determines to not proceed with

As of December 6, 2023, the Company has borrowed $210,151 under the promissory note with our Sponsor.

This promissory note was

fully repaid on December 7, 2023.

There was no balance due as of December 31, 2023.

May 1, 2023, the Sponsor issued an unsecured promissory note to us, pursuant to which we may borrow up to an aggregate principal amount

of $750,000, to be used for payment of costs related to the IPO.

The note is non-interest bearing and payable on the earlier of (i) December

31, 2023, (ii) the consummation of the IPO, or (iii) the date on which we determine to not proceed with the IPO.

As of December 6, 2023,

we had borrowed $210,151 under the promissory note with the Sponsor.

This promissory note was fully repaid on December 7, 2023.

was no balance due as of December 31, 2024.

Loan — Related Party

December 11, 2024 and January 13, 2025, the Sponsor and United Hydrogen caused the first and second monthly extension fee of $227,700

(equivalent to $0.033 per Public Share), respectively, to be deposited into the Trust Account, to extend the date by which we have to

consummate a business combination from December 6, 2024 to February 6, 2025.

On February 6, 2025 and March 6, 2025, the Sponsor and United

Hydrogen caused the third and fourth monthly extension fee of $150,000, respectively, to be deposited into the Trust Account, to further

extend the deadline from February 6, 2024 to April 6, 2025.

The deposit of the first, second, third, and fourth monthly extension fee

is evidenced by an unsecured promissory note (each, a “Monthly Extension Promissory Note”).

The first and second Monthly

Extension Promissory Notes are in the principal amount of $227,700 each, shared equally between the Sponsor and United Hydrogen ($113,850

The third and fourth Monthly Extension Promissory Notes are in the principal amount of $150,000, also shared equally between the

Sponsor and United Hydrogen ($75,000 each).

Each Monthly Extension Promissory Note bears no interest and is payable in full upon the

consummation of the Business Combination.

The Sponsor and United Hydrogen have the right, but not the obligation, to convert the Monthly

Extension Promissory Note, in whole or in part, into our private units, at a price of $10.00 per unit, each consisting of one ordinary

share and one right to receive one-fifth (1/5) of one ordinary share of our Company, immediately prior to the consummation of the Business

Combination, by providing us with written notices of their intention to convert the Monthly Extension Promissory Note at least two business

days prior to the closing of the Business Combination.

As of December 31, 2024 and 2023, the note payable balance was $227,700 and $0,

respectively.

Administrative

Services Arrangement

affiliate of our Sponsor has agreed, commencing from the date that the Company’s securities were first listed on Nasdaq, through

the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company our Sponsor

certain general and administrative services, including office space, utilities and administrative services, as the Company may require

from time to time.

The Company has agreed to pay to the affiliate of our Sponsor, $10,000 per month, for up to 12 months, subject to

extension to up to 24 months for such administrative services.

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“ Working

Sponsor has agreed, commencing from the date that our securities were first listed on Nasdaq, through the earlier of our consummation

of an initial business combination and our liquidation, to make available to us certain general and administrative services, including

office space, utilities, and administrative services, as we may require from time to time.

We have agreed to pay to the Sponsor, $10,000

per month, for up to 12 months, subject to extension to up to 24 months, for such administrative services.

As of December 31, 2024 and

2023, the unpaid balance was $120,000 and $0, respectively, which was included in amount due to related party balance.

order to finance transaction costs in connection with a business combination, the Sponsor, the affiliates of the Sponsor, or our officers

and directors may, but are not obligated to, make loans from time to time to us to fund certain capital requirements (“Working

Capital Loans”).

4 unchanged sentences

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.

As of December 31, 2023, no amounts under such loans have

not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in

the Trust Account would be used to repay the Working Capital Loans.

As of December 31, 2024 and 2023, there were no amounts outstanding

under any Working Capital Loans.

to Related Company

of December 31, 2024 and 2023, the Company had a total amount due to related company of $289,780 and $0, from a related party, respectively,

for the payment of costs related to general and administrative services, the Initial Public Offering, and administrative services agreement.

The balance of which $50,000 was deposited in the Trust Account as of December 31, 2024 for the January 13, 2025 extension payment.

balance is unsecured, interest-free and has no fixed terms of repayment.

ongoing and future transactions between us and any member of our management team or his or her respective affiliates will be on terms

15 unchanged sentences

“— Part III, Item 10 - Directors, Executive Officers and Corporate Governance.”

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Principal Accounting Fees and Services.

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

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and

services that are normally provided by MaloneBailey in connection with regulatory filings.

The aggregate fees of MaloneBailey for

professional services rendered for the audit of our annual financial statements, review of the financial information included in our

Forms 8-K for the respective periods and other required filings with the SEC totaled approximately $115,000 for the period

from April 27, 2023 (inception) through December 31, 2023.

The above amounts include interim procedures and audit fees,

as well as attendance at audit committee meetings.

The aggregate fees billed by MaloneBailey

for professional services rendered for the audit of our annual financial statements, review of the financial information included in

our required filings with the SEC for the year ended December 31, 2024 and for the period from April 27, 2023 (inception) through December

31, 2023 totaled $160,000 and $115,000, respectively.

The above amounts include interim procedures and audit fees, as well as attendance

at audit committee meetings.

Audit-Related

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.

For the period

from April 27, 2023 (inception) through December 31, 2023, we did not pay MaloneBailey any audit-related fees.

We have not paid MaloneBailey any fee for tax return services, planning and tax advice for the period from April 27, 2023 (inception) through

December 31, 2023.

We did not pay MaloneBailey for any other services for the period from April 27, 2023 (inception) through December 31, 2023.

audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not preapprove

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board

of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will preapprove 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).

EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

following documents are filed as part of this report:

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest

services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

did not pay MaloneBailey for consultations concerning financial accounting and reporting standards for the period for the year ended

December 31, 2024 and for the period from April 27, 2023 (inception) through December 31, 2023.

We did not pay MaloneBailey for tax planning and tax advice for the year ended December 31, 2024 and for the period from April

27, 2023 (inception) through December 31, 2023.

We did not pay MaloneBailey for other services for the year ended December 31, 2024 and for the period from April 27,

2023 (inception) through December 31, 2023.

audit committee was formed in connection with the effectiveness of our registration statement for our IPO.

As a result, the audit committee

did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were

approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has

and will pre-approve all audit 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).

Exhibit and Financial Statement Schedules

following documents are filed as part of this Annual Report:

Statement Schedules

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference

can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

hereby file as part of this Annual report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by

reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington,

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington,

20549, at prescribed rates or on the SEC website at www.sec.gov.

following exhibits are filed with this report.

following exhibits are filed with this Annual Report.

Exhibits which are incorporated herein by reference can be obtained from the SEC’s

website at http://www.sec.gov.

Underwriting Agreement, dated December 1, 2023, by and between the Company and Spartan Capital Securities, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Underwriting Agreement, dated December 1, 2023, by and between the Registrant and Spartan Capital Securities, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Business Combination Agreement dated June 19, 2024 (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on June 20, 2024)

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Form of Director’s Certificate certifying the special resolution passed by the Registrant at the Extraordinary General Meeting (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on February 7, 2025)

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

1 unchanged sentence

Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

Rights Agreement, dated December 1, 2023, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Rights Agreement, dated December 1, 2023, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Description of Securities

Letter Agreement, dated December 1, 2023, among the Company and the Company’s officers, directors and Initial Stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Investment Management Trust Agreement, dated December 1, 2023, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Registration Rights Agreements, dated December 1, 2023, by and between the Company and Initial Stockholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Indemnity Agreements, dated December 1, 2023, by and among the Company and the directors and officers of the Company (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Subscription Agreement, dated December 1, 2023, by and between the Company and Aimei Investment Ltd.

(incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Administrative Service Agreement, dated December 1, 2023, by and between the Company and Aimei Investment Ltd.

(incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Letter Agreement, dated December 1, 2023, among the Registrant and the Registrant’s officers, directors and Initial Stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Investment Management Trust Agreement, dated December 1, 2023, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

First Amendment to the Investment Management Trust Agreement, dated February 6, 2025, by and between the Registrant and Continental Stock Transfer & Trust Company (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on February 7, 2025)

Registration Rights Agreements, dated December 1, 2023, by and between the Registrant and Initial Stockholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Indemnity Agreements, dated December 1, 2023, by and among the Registrant and the directors and officers of the Registrant (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Subscription Agreement, dated December 1, 2023, by and between the Registrant and Aimei Investment Ltd (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Administrative Service Agreement, dated December 1, 2023, by and between the Registrant and Aimei Investment Ltd (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Form of Promissory Note issued to Sponsor (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

Form of Seller Shareholder Support Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on June 20, 2024)

Founder Support Agreement, dated June 19, 2024

Form of Seller Lock-Up Agreement (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on June 20, 2024)

Form of Founder Amended and Restated Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on June 20, 2024)

Form of Code of Ethics (incorporated by reference to Exhibit 14 filed with the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

of Subsidiaries

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

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

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

List of Subsidiaries

Power of Attorney (included on the signature page to this Annual Report on Form 10-K).

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by the Registrant on March 25, 2024)

Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

1 unchanged sentence

Nominating Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

Inline XBRL Instance Document.