What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-03-06 compared with 2023-03-31 · 463 added, 426 removed, 361 unchanged (71% of the section changed)

In this Annual Report

on Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,” and “our”

In this Annual Report on

Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,” and “our”

refer to Feutune Light Acquisition Corporation

We are a newly organized

blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this report

as our initial business combination.

Our efforts to identify a potential target has not been limited to a particular industry.

not undertake our initial business combination with an entity being based in or having the majority of the company’s operations

in China (including Hong Kong and Macau).

Our ability to locate a potential target is subject to the uncertainties discussed in the registration

statement on Form S-1 (File No.:

333-264221) (the “S-1”), filed with the Securities and Exchange Commission (the “SEC”).

On June 21, 2022, we

consummated our initial public offering (the “IPO”) of 9,775,000 units (the “Units”), which included 1,225,000

units issued upon the partial exercise of the over-allotment option of the underwriters of the IPO.

Each Unit consists of one share of

our Class A common stock (the “Class A Common Stock”), $0.0001 par value per share (the “Public Shares”), one

redeemable warrant (the “Warrants”), each Warrant entitling the holder thereof to purchase one share of Class A Common Stock

at an exercise price of $11.50 per share, and one right (the “Rights”), each one Right entitling the holder thereof to exchange

for one-tenth (1/10) of one Class A Common Stock upon the completion of the Company’s initial business combination, generating gross

proceeds of $97,750,000.

Simultaneously with the closing of the IPO, we completed the private sale (the “Private Placement”)

of 498,875 units (the “Private Units”, consisting of one Class A Common Stock, or the “Private Share”, one warrant,

or the “Private Warrant”, and one right, or the “Private Right”), including 478,875 units to the Company’s

sponsor, Feutune Light Sponsor LLC (the “Sponsor”), and 20,000 units to US Tiger Securities, Inc.

together with our Sponsor, directors and officers, the “founders”), the representative of the underwriters of the IPO, at

a purchase price of $10.00 per Private Unit, generating gross proceeds of $4,988,750 (including $4,788,750 from Sponsor and $200,000 from

US Tiger) (the “Private Placement Proceeds”).

The Private Units are identical to the units as part of the Units in the IPO,

except that the Private Units are not transferable, assignable or salable (except to our officers and directors and other persons or entities

affiliated with or related to our founders, each of whom will be subject to the same transfer restrictions) until 30 days after the completion

of our initial business combination.

The proceeds of $99,216,250 ($10.15 per Unit) in the aggregate from the IPO and a portion from the

Private Placement (the “Trust Funds”), were placed in a trust account (the “Trust Account”) established for the

benefit of the Company’s public stockholders and the underwriters of the IPO with Wilmington Trust, National Association acting

We are a blank check company formed as a Delaware corporation for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination

with one or more businesses, which we refer to throughout this report as our initial business combination.

Our efforts to identify a potential

target has not been limited to a particular industry.

We will not undertake our initial business combination with an entity being based

in or having the majority of the company’s operations in China (including Hong Kong and Macau).

Our ability to locate a potential

target is subject to the uncertainties discussed in the prospectus relating to our initial public offering (the “IPO”) filed

with the Securities and Exchange Commission (the “SEC”) on June 17, 2022 (File No.

333-264221) (the “Prospectus”).

On June 21, 2022, we consummated the “IPO of 9,775,000 units

(the “Units”), which included 1,275,000 units issued upon the full exercise of the over-allotment option of the underwriters

Each Unit consists of one share of our Class A common stock (the “Class A Common Stock”), $0.0001 par value per

share (the “Public Shares”), one redeemable warrant (the “Warrants”), each Warrant entitling the holder thereof

to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, and one right (the “Rights”), each

one Right entitling the holder thereof to exchange for one-tenth (1/10) of one Class A Common Stock upon the completion of the Company’s

initial business combination, generating gross proceeds of $97,750,000.

Simultaneously with the closing of the IPO, we completed the private

sale (the “Private Placement”) of 498,875 units (the “Private Units”, consisting of one Class A Common Stock,

or the “Private Share”, one warrant, or the “Private Warrant”, and one right, or the “Private Right”),

including 478,875 units to the Company’s sponsor, Feutune Light Sponsor LLC (the “Sponsor”), and 20,000 units to US

Tiger Securities, Inc.

(“US Tiger”, together with our Sponsor, directors and officers, the “founders”), the representative

of the underwriters of the IPO, at a purchase price of $10.00 per Private Unit, generating gross proceeds of $4,988,750 (including $4,788,750

from Sponsor and $200,000 from US Tiger) (the “Private Placement Proceeds”).

The Private Units are identical to the units

as part of the Units in the IPO, except that the Private Units are not transferable, assignable or saleable (except to our officers and

directors and other persons or entities affiliated with or related to our founders, each of whom will be subject to the same transfer

restrictions) until 30 days after the completion of our initial business combination.

The proceeds of $99,216,250 ($10.15 per Unit) in

the aggregate from the IPO and a portion from the Private Placement (the “Trust Funds”), were placed in a trust account (the

“Trust Account”) established for the benefit of the Company’s public stockholders and the underwriters of the IPO with

Wilmington Trust, National Association acting as trustee.

The Trust Funds include $3,421,250

$3,421,250 payable to the underwriters (the “deferred underwriting compensation”) pursuant to the underwriting agreement dated

June 15, 2022, entered among us, US Tiger and EF Hutton, division of Benchmark Investments, LLC, the representatives (the “Representatives”)

payable to the underwriters (the “deferred underwriting compensation”) pursuant to the underwriting agreement dated June 15,

2022, entered among us, US Tiger and EF Hutton, division of Benchmark Investments, LLC, the representatives (the “Representatives”)

of the underwriters of the IPO.

Our management has

broad discretion with respect to the specific application of the proceeds of the Private Placement that are held out of the Trust Account,

although substantially all the net proceeds are intended to be applied generally towards consummating an initial business combination and

working capital.

Since our IPO, our

sole business activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of

an initial business combination.

We intend to complete our initial business combination using cash from

the proceeds of this offering and the private placements of the private units, our capital stock, debt or a combination of cash, stock

We shall not undertake our initial business combination with any company being based in or having the majority of the company’s

operations in China (including Hong Kong and Macau).

Our Certificate of Incorporation to be adopted upon the effectiveness of this prospectus

prohibit us from undertaking our initial business combination with any company being based in or having the majority of the company’s

operations in China (including Hong Kong and Macau).

Our management has broad discretion

with respect to the specific application of the proceeds of the Private Placement that are held out of the Trust Account, although substantially

all the net proceeds are intended to be applied generally towards consummating an initial business combination and working capital.

Since our IPO, our sole business

activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of an initial business

We intend to complete our initial business combination using cash from the proceeds of this offering and the private placements

of the private units, our capital stock, debt or a combination of cash, stock and debt.

We shall not undertake our initial business combination

with any company being based in or having the majority of the company’s operations in China (including Hong Kong and Macau).

certificate of amendment to the Amended and Restated Certificate of Incorporation, dated June 19, 2023 and filed on June 20, 2023 (the

certificate of amendment, together with the Amended and Restated Certificate of Incorporation, dated June 14, 2022, the “Current

Charter”) prohibits us from undertaking our initial business combination with any company being based in or having the majority

of the company’s operations in China (including Hong Kong and Macau).

Permission Required from the PRC Authorities

2 unchanged sentences

with no operations in China and all of our officers and directors are U.S.

citizens, thus we or any of our officers and directors are

not required to obtain permission from any Chinese authorities to operate or conduct a business combination.

Since we will not undertake

our initial business combination with any company being based in or having the majority of the company’s operations in China (including

Hong Kong and Macau), we do not expect that any permission or approval that our officers and directors or us would be required from the

Chinese authorities to search for a target company or to consummate our initial business combination.

citizens or U.S.

permanent residents, thus we or any of our

officers and directors are not required to obtain permission from any Chinese authorities to operate or conduct a business combination.

Since we will not undertake our initial business combination with any company being based in or having the majority of the company’s

operations in China (including Hong Kong and Macau), we do not expect that any permission or approval that our officers and directors

or us would be required from the Chinese authorities to search for a target company or to consummate our initial business combination.

We are a blank check company

5 unchanged sentences

or the Trial Measures, and five supporting guidelines promulgated by the China Securities Regulatory Commission (the “CSRC”)

on February 17, 2023, which will become effective on March 31, 2023.

on February 17, 2023, which became effective on March 31, 2023.

According to the Trial Administration Measures, an

28 unchanged sentences

for an initial business combination.

See the section titled “ Risk Factors— All of our management as well as members of

our sponsor are either U.S.

citizens or permanent residents in the United States and our sponsor is a Delaware LLC;

and they do not have

significant ties to China and Hong Kong except that certain members of our management and sponsor members lived in China and Hong Kong

in the past, it is uncertain whether that would make us a less attractive partner to a non-China or non-Hong Kong-based target company

and such perception may potentially limit or negatively impact our search for an initial business combination.”

See “Part I – Item 1A.

Risk Factors” on page 15 of this Annual Report.

Controlling or non-controlling

37 unchanged sentences

your investment through any price appreciation in the combined company.

See the section titled “ Risk Factors—We may not

be able to complete an initial business combination with a U.S.

target company if such initial business combination is subject to U.S.

foreign investment regulations and review by a U.S.

government entity such as the Committee on Foreign Investment in the United States

(CFIUS), or ultimately prohibited.

” in this report.

See “Part I – Item 1A.

Risk Factors” on page

15 of this Annual Report.

Proposed Business Combination with Thunder

As previously disclosed in the Company’s Current Report on Form 8-K filed

on October 27, 2023, on October 26, 2023, the Company entered into an Agreement and Plan of Merger (as the same may be amended,

restated or supplemented, the “Merger Agreement”) with Thunder Power Holdings Limited, a British Virgin Islands company (“Thunder

Power” or “TPH”) and Feutune Light Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company

(“Merger Sub”).

Pursuant to the Merger Agreement, Thunder Power will be merged with and into Merger Sub (the “Merger”,

together will all transaction contemplated in the Merger Agreement, the “Thunder Power Business Combination”), with the Merger

Sub surviving the Merger as a direct wholly owned subsidiary of the Company after the Merger (the Company surviving the Merger shall be

referred as “Surviving Co”).

At the effective time of the

Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the Company, Merger Sub, Thunder

Power or the shareholders of Thunder Power immediately prior to the Effective Time (collectively, the “Thunder Power Shareholders”),

each Thunder Power Shareholder’s ordinary shares of Thunder Power (“Thunder Power Ordinary Shares”) issued and outstanding

immediately prior to the Effective Time (excluding dissenting shares and shares held by Thunder Power or any of its direct or indirect

subsidiaries as of immediately prior to the Effective Time) will be cancelled and automatically converted into (i) the right to receive,

without interest, the applicable portion of the Closing Merger Consideration Shares (as defined in the Merger Agreement) as set forth

in the Closing Consideration Spreadsheet (as defined in the Merger Agreement) and (ii) the contingent right to receive the applicable

portion of the Earnout Shares (as defined in the Merger Agreement), if, as and when payable in accordance with the earnout provisions

described below.

For avoidance of any doubt, each Thunder Power Shareholder will cease to have any rights with respect to such Thunder

Power Shareholder’s Thunder Power Ordinary Shares, except the right to receive the Closing Per Share Merger Consideration and the

Earnout Shares.

“Closing Merger Consideration Shares” means 40,000,000 shares of common stock of the Surviving Co, which

are equal or equivalent in value to the sum of $400,000,000 divided by $10.00 per share.

“Earnout Shares” means 20,000,000 shares

of common stock of Surviving Co, which are equal or equivalent in value to the sum of $200,000,000 divided by $10.00 per share, subject

to the vesting schedule set forth in the Merger Agreement.

The Thunder Power Business Combination will be submitted to stockholders

for approval at a special meeting.

The Company has filed with the SEC a registration statement on Form S-4 (File No.

333-275933) relating

to the proposed Thunder Power Business Combination, the Merger Agreement and other relevant matters (as amended from time to time, the

Thunder Power

Thunder Power is a technology

innovator and a manufacturer of premium electric vehicles (“EVs”).

Thunder Power has developed several proprietary technologies

which are the building blocks of the Thunder Power family of EVs.

Thunder Power is a company that was incorporated under the laws and

regulations of the British Virgin Islands with limited liability on September 30, 2015.

Thunder Power is a parent holding company

with no operations.

Extension of the Period of Time to Consummate

Initial Business Combination

On March 21, 2023, an aggregate

of $977,500 (the “Extension Payment”) was deposited by the Sponsor into the Trust Account for the public stockholders, representing

$0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by

three months from March 21, 2023 to June 21, 2023 (the “Extension”).

In connection with the Extension

Payment, the Company issued an unsecured promissory note (the “Note”) to the Sponsor.

Note is non-interest bearing and payable (subject to the waiver against trust provisions) upon the date on which the Company consummates

its initial business combination.

The principal balance may be prepaid at any time, at the election of the Company.

The holder of the

Note has the right, but not the obligation, to convert the Note, in whole or in part, into Private Units of the Company, as described

in the Prospectus of the Company, by providing the Company with written notice of its intention to convert the Note at least two business

days prior to the closing of the Company’s initial business combination.

The number of Private Units to be received by the holder

in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to

the holder, by (y) $10.00.

Among $977,500 Extension Payment, (i) $600,000 were deposited by the

Company’s sponsor, Feutune Light Sponsor LLC (the “Sponsor”), and (ii) $377,500 by the Company from the working capital

account of the Company in lieu of the Sponsor, pursuant to a non-interest, short-term loan provided by the Company to the Sponsor (the

“Short-Term Loan Note”) to the Company, which provides for repayment of the Short-Term Loan on or before March 31, 2023..stockholder

On March 21, 2023, an

aggregate of $977,500 was deposited by the Sponsor into the Trust Account for the public stockholders, representing $0.10 per

public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months

from March 21, 2023 to June 21, 2023.

On June 16, 2023, the Company held a special meeting of the stockholders

(the “2023 Special Meeting”), where the stockholders of the Company approved the amendment of the Amended and Restated Certificate

of Incorporation to allow the Company until June 21, 2023 to consummate an initial business combination and to elect to extend the

period to consummate an initial business combination up to nine times, each by an additional one-month period (each, a “Monthly

Extension”), for a total of up to nine months to March 21, 2024, by depositing to the Trust Account, the lesser of (i) $100,000 for

all public shares and (ii) $0.04 for each public share for each one-month extension (each, a “Monthly Extension Payment”).

On June 20, 2023, the Current Charter was filed with the State of Delaware, effective on the same date.

In connection with the votes

to approve the amendment, 4,791,507 shares of the Company’s Class A common stock were tendered for redemption.

As of the date hereof, nine Monthly Extension Payments, each in the

amount of $100,000, were deposited into the Trust Account, among which, five Monthly Extension Payments were made by Thunder Power pursuant

to the Merger Agreement, three were made by the Sponsor and one was made by the management from the working capital of the Company.

a result, the Company currently has sought nine Monthly Extensions to have until March 21, 2024 to complete an initial business combination.

On March 1, 2024, the Company filed a notice of special meeting of

stockholders, according to which a special meeting of stockholders is to be held virtually on March 18, 2024 at 11:30 a.m., Eastern Time,

where the Company’s stockholders will vote to approve the amendment of the Current Charter to allow the Company until March 21,

2024 to consummate an initial business combination and to elect to extend the period to consummate an initial business combination up

to nine times, each by an additional one-month period, for a total of up to nine months to December 21, 2024.

Effecting the Initial Business Combination

Our business strategy

is to identify and acquire potential targets in which we believe can materially grow revenue and earnings through the efforts of a combined

Our business strategy is to

identify and acquire potential targets in which we believe can materially grow revenue and earnings through the efforts of a combined

management team followed by the completion of an initial business combination, but we will not undertake our initial business combination

11 unchanged sentences

opinion, nor will they be able to rely on such opinion.

The Trust Funds

released to us from the Trust Account upon the closing of our initial business combination may be used as consideration to pay the sellers

of a target business with which we complete our initial business combination.

If our initial business combination is paid for using equity

or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with

our initial business combination or used for redemption of our Public Shares, we may use the balance of the cash released to us from the

Trust Account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction

businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund

the purchase of other companies or for working capital.

The Trust Funds released to

us from the Trust Account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target

business with which we complete our initial business combination.

If our initial business combination is paid for using equity or debt

securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial

business combination or used for redemption of our Public Shares, we may use the balance of the cash released to us from the Trust Account

following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses,

the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase

of other companies or for working capital.

In addition, we may be required

12 unchanged sentences

capital needs and transaction costs in connection with our search for and completion of our initial business combination.

and restated certificate of incorporation provides that, following the IPO and prior to the consummation of our initial business combination,

The Current Charter provides that, following the IPO and prior to the consummation of our initial business combination,

we are prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the Trust Account

1 unchanged sentence

to our amended and restated certificate of incorporation to (x) extend the time we have to consummate an initial business combination

beyond March 21, 2023 (9 months from the closing of the IPO) (or up to December 21, 2023 (18 months from the closing of the IPO) (the

“Combination Period”) if we extend the period of time to consummate an initial business combination) or (y) amend the

foregoing provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation) we offer

our public stockholders the opportunity to redeem their Public Shares.

beyond March 21, 2024 (the “Combination Period”) if we extend the period of time to consummate an initial business combination)

or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation)

we offer our public stockholders the opportunity to redeem their Public Shares.

The existence of financial and personal interests of one or more of

8 unchanged sentences

Status as a Public Company

We believe our structure

will make us an attractive initial business combination partner to target businesses.

As an existing public company, we offer a

target business an alternative to the traditional initial public offering through a merger or other initial business combination.

this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our

stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the

Although there are various costs and obligations associated with being a public company, we believe target businesses will

find this method a more certain and cost effective method to becoming a public company than the typical initial public offering.

a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that

may not be present to the same extent in connection with an initial business combination with us.

Furthermore, once a

proposed initial business combination is completed, the target business will have effectively become public, whereas an initial public

offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could

delay or prevent the offering from occurring or could have negative valuation consequences.

Once public, we believe the target business

would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’

It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in

attracting talented employees.

We believe our structure will

make us an attractive initial business combination partner to target businesses.

As an existing public company, we offer a target business

an alternative to the traditional initial public offering through a merger or other initial business combination.

In this situation, the

owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination

of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various

costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost

effective method to becoming a public company than the typical initial public offering.

In a typical initial public offering, there are

additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection

with an initial business combination with us.

Furthermore, once a proposed

initial business combination is completed, the target business will have effectively become public, whereas an initial public offering

is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay

or prevent the offering from occurring or could have negative valuation consequences.

Once public, we believe the target business would

then have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests.

It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting

talented employees.

We are an “emerging

22 unchanged sentences

With funds in the Trust Account

available for an initial business combination initially in the amount of $95,795,000, after payment of $3,421,250 for the deferred underwriting

compensation, before fees and expenses associated with our initial business combination, we offer a target business a variety of options

such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening

its balance sheet by reducing its debt or leverage ratio.

Because we are able to complete our initial business combination using our

cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that

will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken

any steps to secure third-party financing and there can be no assurance it will be available to us.

available for an initial business combination initially in the amount of $95,795,000, excluding $3,421,250 for the deferred underwriting compensation,

before fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating

a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance

sheet by reducing its debt or leverage ratio.

Because we are able to complete our initial business combination using our cash, debt or

equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us

to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure

third-party financing and there can be no assurance it will be available to us.

Lack of Business Diversification

For an indefinite period

of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance

For an indefinite period of

time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance

of a single business.

6 unchanged sentences

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

Limited Ability to Evaluate the Target’s Management

Although we intend

to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business

combination with that business, our assessment of the target business’ management may not prove to be correct.

In addition, the

future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role

of members of our management team or of our board, if any, in the target business cannot presently be stated with any certainty.

it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is presently unknown if any of them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations

of the particular target business.

The determination as to whether any members of our board of directors will remain with the combined

company will be made at the time of our initial business combination.

Following the initial

business combination, to the extent that we deem it necessary, we may seek to recruit additional managers to supplement the incumbent

management team of the target business.

We cannot assure you that we will have the ability to recruit additional managers, or that additional

managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve our

Initial Business Combination

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely

scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination

with that business, our assessment of the target business’ management may not prove to be correct.

In addition, the future management

may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of

our management team or of our board, if any, in the target business cannot presently be stated with any certainty.

While it is possible

that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is presently

unknown if any of them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot

assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular

target business.

The determination as to whether any members of our board of directors will remain with the combined company will be made

at the time of our initial business combination.

Following the initial business

combination, to the extent that we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management

team of the target business.

We cannot assure you that we will have the ability to recruit additional managers, or that additional managers

will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve our Initial

Business Combination

We may conduct redemptions

9 unchanged sentences

Merger of the company with a target

Under Nasdaq’s listing rules, stockholder approval would

be required for our initial business combination if, for example:

Under Nasdaq’s listing

rules, stockholder approval would be required for our initial business combination if, for example:

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

1 unchanged sentence

the issuance or potential issuance of Common Stock will result in our undergoing a change of control.

The decision as to

whether we will seek stockholder approval of a proposed initial business combination in those instances in which stockholder approval

is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based

on business and legal reasons, which include a variety of factors, including, but not limited to:

(i) the timing of the transaction,

including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder

approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

(ii) the expected cost of holding a stockholder vote;

(iii) the risk that the stockholders would fail to approve a proposed

initial business combination;

The decision as to whether

we will seek stockholder approval of a proposed initial business combination in those instances in which stockholder approval is not required

by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and

legal reasons, which include a variety of factors, including, but not limited to:

(i) the timing of the transaction, including in

the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval

or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

expected cost of holding a stockholder vote;

(iii) the risk that the stockholders would fail to approve a proposed initial business

(iv) other time and budget constraints of the company;

and (v) additional legal complexities of

a proposed initial business combination that would be time-consuming and burdensome to present to stockholders.

and (v) additional legal complexities of a proposed initial

business combination that would be time-consuming and burdensome to present to stockholders.

Permitted Purchases of our Securities

In the event we seek

stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination

pursuant to the tender offer rules, our founders, advisors or their affiliates may purchase shares in privately negotiated transactions

or in the open market either prior to or following the completion of our initial business combination.

In the event we seek stockholder

approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant

to the tender offer rules, our founders, advisors or their affiliates may purchase shares in privately negotiated transactions or in the

open market either prior to or following the completion of our initial business combination.

However, they have no current commitments,

plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in

the Trust Account will be used to purchase shares in such transactions.

They will not make any such purchases when they are in possession

of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is

no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

None of the funds in the Trust

Account will be used to purchase shares in such transactions.

They will not make any such purchases when they are in possession of any

material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no

longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our founders or advisors

5 unchanged sentences

at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of such

purchases would be to (i) vote such shares in favor of our initial business combination and thereby increase the likelihood of obtaining

stockholder approval of our initial business combination or (ii) to satisfy a closing condition in an agreement with a target that

requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears

that such requirement would otherwise not be met.

This may result in the completion of our initial business combination that may not otherwise

have been possible.

In addition, if such

purchases are made, the public “float” of our Common Stock may be reduced and the number of beneficial holders of our securities

may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities

Our founders or advisors

and/or their affiliates anticipate that they may identify the stockholders with whom our founders, advisors or their affiliates may pursue

privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by

stockholders following our mailing of proxy materials in connection with our initial business combination.

To the extent that our founders,

advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have

expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business combination.

Our founders, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act

and the other federal securities laws.

Any purchases by our

founders, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made

to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation

The purpose of such purchases

would be to (i) vote such shares in favor of our initial business combination and thereby increase the likelihood of obtaining stockholder

approval of our initial business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us

to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such

requirement would otherwise not be met.

This may result in the completion of our initial business combination that may not otherwise have

been possible.

In addition, if such purchases

are made, the public “float” of our Common Stock may be reduced and the number of beneficial holders of our securities may

be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities

Our founders or advisors and/or

their affiliates anticipate that they may identify the stockholders with whom our founders, advisors or their affiliates may pursue privately

negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders

following our mailing of proxy materials in connection with our initial business combination.

To the extent that our founders, advisors

or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed

their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business combination.

founders, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and

the other federal securities laws.

Any purchases by our founders,

advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the

extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation

under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

3 unchanged sentences

make purchases of Common Stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Redemption Rights for Public Stockholders upon Completion

of the Initial Business Combination

Redemption Rights for Public Stockholders upon Completion of the

Initial Business Combination

We will provide our public

10 unchanged sentences

respect to such Public Shares if we fail to complete our initial business combination within the Combination Period.

We will complete our Business Combination only if a majority of the

outstanding shares of Common Stock voted are voted in favor of the Business Combination.

A quorum for the special meeting for such a vote

will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority

of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.

Our founders will count

toward this quorum and have agreed to vote their Founder Shares, Private Shares and any Public Shares purchased during or after the IPO

in favor of our Business Combination.

For purposes of seeking approval of the majority of our outstanding shares of Common Stock voted,

non-votes will have no effect on the approval of our Business Combination once a quorum is obtained.

Our founders collectively own 3,002,625

shares of Common Stock (including 2,443,750 Founder Shares, 498,875 Private Shares and 60,000 Representative Shares).

As a result, in

addition to our founders’ Founder Shares, Private Shares and Representative Shares, we would need 3,386,188 shares (or 34.64% of

the 9,775,000 Public Shares sold in the IPO) in order to have our Business Combination approved (assuming all outstanding shares voted);

or 191,782 shares (1.96% of the 9,775,000 Public Shares sold in the IPO) in order to have our Business Combination approved (assuming

only the quorum is present and voted).

We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior

written notice of any such meeting, if required, at which a vote shall be taken to approve our Business Combination.

These quorums and voting

thresholds, and the voting agreements of our founders, may make it more likely that we will consummate our Business Combination.

public stockholder may elect to redeem its Public Shares irrespective of whether they vote, do not vote or abstain, and if they do vote,

irrespective of whether they vote for or against the Business Combination, and irrespective of whether they were a public stockholder

on the record date for the general meeting held to approve the Business Combination.

Our amended and restated

certificate of incorporation provides that we will only redeem our Public Shares so long as (after such redemption) our net tangible assets

will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of

underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater

net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.

the proposed Business Combination may require:

(i) cash consideration to be paid to the target or its owners, (ii) cash to be

transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other

conditions in accordance with the terms of the proposed Business Combination.

In the event the aggregate cash consideration we would be

required to pay for all shares of Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions

pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, we will not complete the

Business Combination or redeem any shares, and all shares of Common Stock submitted for redemption will be returned to the holders thereof.

Limitation on Redemption upon Completion of

Initial Business Combination

Notwithstanding the

foregoing, if we seek stockholder approval of our Business Combination and we do not conduct redemptions in connection with our

Business Combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a

public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in

concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking

redemption rights with respect to more than an aggregate of 20% of the shares sold in the IPO, which we refer to as the

“Excess Shares.” We believe this restriction will discourage stockholders from accumulating large blocks of shares, and

subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Business Combination

as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on

other undesirable terms.

Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in the

IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a

premium to the then-current market price or on other undesirable terms.

By limiting our stockholders’ ability to redeem no

more than 20% of the shares sold in the IPO, we believe we will limit the ability of a small group of stockholders to unreasonably

attempt to block our ability to complete our Business Combination, particularly in connection with a Business Combination with a

target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, our amended and

restated certificate of incorporation does not restrict our stockholders’ ability to vote all of their shares (including

Excess Shares) for or against, or to abstain from voting on, our Business Combination.

Tendering Stock Certificates in Connection

with a Tender Offer or Redemption Rights

We may require our

public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street

name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed

to such holders, or up to two business days prior to the vote on the proposal to approve the Business Combination in the event we distribute

proxy materials, or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal

At Custodian) System, at the holder’s option.

The tender offer or proxy materials, as applicable, that we will furnish to holders

of our Public Shares in connection with our Business Combination will indicate whether we are requiring public stockholders to satisfy

such delivery requirements.

Accordingly, a public stockholder would have from the time we send out our tender offer materials until the

close of the tender offer period, or up to two days prior to the vote on the Business Combination if we distribute proxy materials, as

applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short exercise period, it

is advisable for stockholders to use electronic delivery of their Public Shares.

There is a nominal

cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC

The transfer agent will typically charge the tendering broker $100.00 and it would be up to the broker whether or not to pass

this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise

redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the

timing of when such delivery must be effectuated.

will complete our business combination only

if a majority of the outstanding shares of Common Stock voted are voted in favor of the business combination.

A quorum for the special

meeting for such a vote will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company

representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting.

Our founders will count toward this quorum and have agreed to vote their Founder Shares, Private Shares and any Public Shares purchased

during or after the IPO in favor of our business combination.

For purposes of seeking approval of the majority of our outstanding shares

of Common Stock voted, non-votes will have no effect on the approval of our business combination once a quorum is obtained.

collectively own 3,002,625 shares of Common Stock (including 2,443,750 Founder Shares, 498,875 Private Shares and 60,000 Representative

As a result, assuming only a majority of the voting power of all outstanding shares of capital stock of the Company entitled

to vote at such meeting are present at such meeting and all Founder Shares, Private Shares and Representative Shares vote in favor of

the initial business combination, we do not need any additional shares of Common Stock from the public stockholders to vote in favor in

order to have our initial business combination approved.

We intend to give approximately 30 days (but not less than 10 days nor more than

60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our business combination.

These quorums and voting thresholds,

and the voting agreements of our founders, may make it more likely that we will consummate our business combination.

Each public stockholder

may elect to redeem its Public Shares irrespective of whether they vote, do not vote or abstain, and if they do vote, irrespective of

whether they vote for or against the business combination, and irrespective of whether they were a public stockholder on the record date

for the general meeting held to approve the business combination.

The Current Charter provides that

we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately

prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that

we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may

be contained in the agreement relating to our initial business combination.

For example, the proposed business combination may require:

(i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital

or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the

proposed business combination.

In the event the aggregate cash consideration we would be required to pay for all shares of Common Stock

that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business

combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and

all shares of Common Stock submitted for redemption will be returned to the holders thereof.

Limitation on Redemption upon Completion of Initial

Business Combination

Notwithstanding the foregoing,

if we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination

pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together

with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an

aggregate of 20% of the shares sold in the IPO, which we refer to as the “Excess Shares.” We believe this restriction will

discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise

their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a

significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a public stockholder holding

more than an aggregate of 20% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s shares

are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms.

By limiting our

stockholders’ ability to redeem no more than 20% of the shares sold in the IPO, we believe we will limit the ability of a small

group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with

a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, our amended and restated certificate of incorporation does not restrict our stockholders’ ability to vote all of their

shares (including Excess Shares) for or against, or to abstain from voting on, our business combination.

Tendering Stock Certificates in Connection with a Tender

Offer or Redemption Rights

We may require our public stockholders

seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either

tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up

to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials,

or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At

Custodian) System, at the holder’s option.

The tender offer or proxy materials, as applicable, that we will furnish to holders of

our Public Shares in connection with our business combination will indicate whether we are requiring public stockholders to satisfy such

delivery requirements.

Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close

of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable,

to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short exercise period, it is advisable

for stockholders to use electronic delivery of their Public Shares.

There is a nominal cost associated

with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.

agent will typically charge the tendering broker $100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender

their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery

must be effectuated.

The foregoing is different

16 unchanged sentences

the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the initial business combination is approved.

Any request to redeem

such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder

Any request to redeem such

shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder

meeting set forth in our proxy materials, as applicable.

5 unchanged sentences

initial business combination.

If our Business Combination

is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be

entitled to redeem their shares for the applicable pro rata share of the Trust Account.

If our business combination is

not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled

to redeem their shares for the applicable pro rata share of the Trust Account.

In such case, we will promptly return any certificates

2 unchanged sentences

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

Redemption of Public Shares and Liquidation

if no Initial Business Combination

Our amended and restated certificate

of incorporation provides that we have only 18 months from the closing of the IPO to complete our initial business combination.

are unable to complete our initial business combination with the Combination Period, we will:

(i) cease all operations except for

the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public

Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned

on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $50,000 of interest to pay dissolution

Redemption of Public Shares and Liquidation if no Initial

Business Combination

The Current Charter allows the

Company until June 21, 2023 to consummate an initial business combination and to elect to extend the period to consummate an initial business

combination up to nine times, each by an additional one-month period, for a total of up to nine months to March 21, 2024.

If we are unable

to complete our initial business combination with the Combination Period, we will:

(i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on

the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $50,000 of interest to pay dissolution

expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’

26 unchanged sentences

above) we would not proceed with the amendment or the related redemption of our Public Shares.

We expect that all

costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts

remaining out of the approximately $500,000 of proceeds held outside the Trust Account, although we cannot assure you that there will

be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing

our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes on interest income

earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $50,000 of such accrued

interest to pay those costs and expenses.

If we were to expend

all of the net proceeds of the IPO and the sale of the Private Shares, other than the Trust Funds, and without taking into account interest,

We expect that all costs and

expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining

out of the approximately $500,000 of proceeds held outside the Trust Account, although we cannot assure you that there will be sufficient

funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan

of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes on interest income earned

on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $50,000 of such accrued interest

to pay those costs and expenses.

If we were to expend all of

the net proceeds of the IPO and the sale of the Private Shares, other than the Trust Funds, and without taking into account interest,

if any, earned on the Trust Account, the per-share redemption amount received by stockholders upon our dissolution would be approximately

9 unchanged sentences

we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek

to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with

us waiving any right, title, interest and claim of any kind in or to any monies held in the Trust Account for the benefit of our public

stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be

prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility

or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with

respect to a claim against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement

waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to

it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s

engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third

party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed

by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management

is unable to find a service provider willing to execute a waiver.

In addition, there

is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations,

contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

Our Sponsor has agreed that it will

be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target

business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below

(i) $10.15 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation

of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn

to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account

and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under

the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not

be responsible to the extent of any liability for such third party claims We have not independently verified whether the Sponsor has sufficient

funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company.

asked the Sponsor to reserve for such indemnification obligations.

Although we will seek to have

all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving

any right, title, interest and claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders,

there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from

bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other

similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect

to a claim against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement waiving

such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will

only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement

would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that

refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management

to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable

to find a service provider willing to execute a waiver.

In addition, there is no guarantee

that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts

or agreements with us and will not seek recourse against the Trust Account for any reason.

Our Sponsor has agreed that it will be liable

to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business

with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15

per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust

Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes,

except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as

to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities

In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible

to the extent of any liability for such third party claims We have not independently verified whether the Sponsor has sufficient funds

to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company.

We have not asked

the Sponsor to reserve for such indemnification obligations.

Therefore, we cannot assure you that the Sponsor would be able to satisfy

6 unchanged sentences

target businesses.

In the event that the

Trust Funds are reduced below (i) $10.15 per public share or (ii) such lesser amount per public share held in the Trust Account

as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount

of interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its indemnification obligations

or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take

legal action against the Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors

would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent

In the event that the Trust

Funds are reduced below (i) $10.15 per public share or (ii) such lesser amount per public share held in the Trust Account as

of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of

interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or

that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal

action against the Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would

take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent

directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the

5 unchanged sentences

per-share redemption price will not be less than $10.15 per public share.

We will seek to reduce

the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,

service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right,

title, interest or claim of any kind in or to monies held in the Trust Account.

the Sponsor will also not be liable as to any claims under

our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

access to up to approximately $700,000 from the proceeds of the IPO with which to pay any such potential claims.

In the event that we

liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds

from our Trust Account could be liable for claims made by creditors.

Under the DGCL, stockholders

may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event

we do not complete our Business Combination with the Combination Period may be considered a liquidating distribution under Delaware law.

We will seek to reduce the

possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service

providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,

interest or claim of any kind in or to monies held in the Trust Account.

The Sponsor will also not be liable as to any claims under our

indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

We will have access

to up to approximately $700,000 from the proceeds of the IPO with which to pay any such potential claims.

In the event that we liquidate

and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our

Trust Account could be liable for claims made by creditors.

Under the DGCL, stockholders may

be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we

do not complete our business combination with the Combination Period may be considered a liquidating distribution under Delaware law.

If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable

4 unchanged sentences

would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata

portion of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we do not complete

our Business Combination within the Combination Period if we extend the period of time to consummate an initial business combination),

is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant

Furthermore, if the pro rata portion

of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we do not complete our

business combination within the Combination Period if we extend the period of time to consummate an initial business combination), is

not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant

to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption

16 unchanged sentences

of such date.

Because we will not

be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such

time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within

the subsequent 10 years.

However, because we are a blank check company, rather than an operating company, and our operations will be limited

to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers,

investment bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained in our underwriting

agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business

execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account.

result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would

result in any liability extending to the Trust Account is remote.

Further, the Sponsor may be liable only to the extent necessary to ensure

that the amounts in the Trust Account are not reduced below (i) $10.15 per public share or (ii) such lesser amount per public

share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets,

in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters

of the IPO against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed

to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy

petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the Trust Funds could be subject to applicable

bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims

of our stockholders.

To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.15

per share to our public stockholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy

laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek

to recover some or all amounts received by our stockholders.

Furthermore, our board of directors may be viewed as having breached its

fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages,

by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

We cannot assure you that claims will

not be brought against us for these reasons.

Our public stockholders will

be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete

Because we will not be complying

with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that

will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent

However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching

for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.)

or prospective target businesses.

As described above, pursuant to the obligation contained in our underwriting agreement, we will seek

to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with

us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account.

As a result of this obligation,

the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability

extending to the Trust Account is remote.

Further, the Sponsor may be liable only to the extent necessary to ensure that the amounts in

the Trust Account are not reduced below (i) $10.15 per public share or (ii) such lesser amount per public share held in the

Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net

of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of the

IPO against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be

unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition

or an involuntary bankruptcy petition is filed against us that is not dismissed, the Trust Funds could be subject to applicable bankruptcy

law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.15 per share to our

public stockholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is

not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either

a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover

some or all amounts received by our stockholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty

to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying

public stockholders from the Trust Account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought

against us for these reasons.

Our public stockholders will be

entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete

an initial business combination with the Combination Period, subject to applicable law, (ii) (a) in connection with a stockholder

26 unchanged sentences

business combination.

Our executive offices

are located at 48 Bridge Street Building A, Metuchen, New Jersey 08840.

Our executive offices are

located at 48 Bridge Street Building A, Metuchen, New Jersey 08840.

We currently have three executive

10 unchanged sentences

Periodic Reporting and Financial Information

We have registered

our Units, Class A Common Stock, Warrants and Rights under the Exchange Act and have reporting obligations, including the requirement

that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports

will contain financial statements audited and reported on by our independent registered public accountants.

We have filed a Registration

Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15

to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our Business Combination.

We have registered our Units,

Class A Common Stock, Warrants and Rights under the Exchange Act and have reporting obligations, including the requirement that we file

annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports will contain

financial statements audited and reported on by our independent registered public accountants.

We have filed a Registration Statement

on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

As a result, we are subject

to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend

our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our business combination.

We will provide stockholders

10 unchanged sentences

While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will

We will be required to

evaluate our internal control procedures for the fiscal year ending December 31, 2023 as required by the Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal

control procedures audited.

A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding

adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with the

Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2024 as

required by the Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will

we be required to have our internal control procedures audited.

A target company may not be in compliance with the provisions of the Sarbanes-Oxley

Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with

the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Legal Proceedings

There is no material

litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity

There is no material litigation,

arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business