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Item 7. Management’s Discussion and Analysis

2024-03-06 compared with 2023-03-31 · 221 added, 244 removed, 53 unchanged (90% of the section changed)

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion

and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the

notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements that involve risks and uncertainties.

We are a blank check

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

stock purchase, reorganization or similar business combination (the “initial business combination”) with one or more businesses.

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

The following discussion and

analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes

thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

We are a blank check company

incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock

purchase, reorganization or similar business combination (the “initial business combination”) with one or more businesses.

We intend to complete our initial business combination using cash from the IPO, our capital stock, debt or a combination of cash, stock

We presently have no

revenue, have had losses since inception from incurring formation and operating costs and have had no operations other than identifying

and evaluating suitable acquisition transaction candidates.

We have relied upon the sale of our securities and loans from the Sponsor

to fund our operations.

On June 21, 2022, we

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

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 presently have no revenue,

have had losses since inception from incurring formation and operating costs and have had no operations other than identifying and evaluating

suitable acquisition transaction candidates.

We have relied upon the sale of our securities and loans from the Sponsor to fund our operations.

On June 21, 2022, we consummated

our initial public offering (the “IPO”) of 9,775,000 units (the “Units”), which included 1,275,000 units issued

upon the full exercise of the over-allotment option of the underwriters of the IPO.

Each Unit consists of one share of our Class A common

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

(the “Warrants”), each Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price

of $11.50 per share, and one right (the “Rights”), each one Right entitling the holder thereof to exchange for one-tenth (1/10)

of one Class A Common Stock upon the completion of the Company’s initial business combination, generating gross proceeds of $97,750,000.

Simultaneously with the closing of the IPO, we completed the private sale (the “Private Placement”) of 498,875 units (the

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

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

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

(“US Tiger”, together with our Sponsor,

directors and officers, the “founders”), the representative of the underwriters of the IPO, at a purchase price of $10.00

per Private Unit, generating gross proceeds of $4,988,750 (including $4,788,750 from Sponsor and $200,000 from US Tiger) (the “Private

Placement Proceeds”).

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

are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with or related

to our founders, each of whom will be subject to the same transfer restrictions) until 30 days after the completion of our initial business

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.

Our management has broad discretion

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

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

Extension of the Period of Time to Consummate

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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.

$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.

June to September 2023, four $100,000 Monthly Extension Payments were deposited into the Trust Account for the public stockholders, which

enabled the Company to extend the period of time it has to consummate its initial business combination by four months from June 21, 2023

to October 21, 2023.

Among the four $100,000 Monthly Extension Payments, the $100,000 deposited on July 20, 2023 (the “July Monthly

Extension Payment”) was deposited by the Company from its working capital account in lieu of a deposit by the Sponsor.

Such advancement

was repaid by the Sponsor to the Company in September 2023.

From October to February 2024, five Monthly Extension Payments were

deposited into the Trust Account by TPH (as defined below) which

enabled the Company to extend the date by which it has to consummate its initial business combination by one month from October 21, 2023

to March 21, 2024.

connection with the Extension Payment, the Company issued four unsecured promissory notes of $100,000 to the Sponsor to evidence the payments

made by the Sponsor for the Monthly Extension Payment.

In connection with the October to December Monthly Extension Payments, and pursuant

to the Merger Agreement (as defined below), the Company issued three unsecured promissory notes of $100,000 each to TPH to evidence the

payment made for the October to December Monthly Extension Payments.

The notes bear no interest

and are in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry

of the term of the Company (the “Maturity Date”).

The following shall constitute an event of default:

(i) a failure to pay

the principal within five business days of the Maturity Date;

(ii) the commencement of a voluntary or involuntary bankruptcy action, (iii)

the breach of the Company’s obligations thereunder;

(iv) any cross defaults;

(v) any enforcement proceedings against the Company;

and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the notes may

be accelerated.

payee of the notes, the Sponsor, has the right, but not the obligation, to convert the notes, in whole or in part, respectively, into

Private Units of the Company, that are identical to Public Units of the Company, subject to certain exceptions, as described in the Prospectus,

by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the business

The number of Private Units to be received by the Sponsor in connection with such conversion shall be an amount determined

by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.

Business Combination Agreement with Thunder

Power Holdings Limited

October 26, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Thunder Power Holdings

Limited, a British Virgin Islands company (“TPH” or “Thunder Power”), and Feutune Light Merger Sub, Inc., a Delaware

corporation and wholly owned subsidiary of the Company (“Merger Sub”).

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

TPH is dedicated to creating electric vehicles

that deliver a premium driving experience combined with a high degree of personalization and has developed and is planning to manufacture

a family of EVs suited to various stages of life and driving environments.

to the Merger Agreement, TPH will be merged with and into Merger Sub (the “Merger”), with the Merger Sub surviving the Merger

as a direct wholly owned subsidiary of the Company.

the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the

Company, Merger Sub, TPH or the shareholders of TPH immediately prior to the Effective Time (collectively, the “TPH Shareholders”),

each TPH Shareholder’s ordinary shares of TPH (“TPH Ordinary Shares”) issued and outstanding immediately prior to the

Effective Time (excluding dissenting shares and shares held by TPH or any of its direct or indirect subsidiaries as of immediately prior

to the Effective Time) will be canceled and automatically converted into (i) the right to receive, without interest, the applicable portion

of the Closing Merger Consideration Shares (as defined below) as set forth in the Closing Consideration Spreadsheet (as defined in the

Merger Agreement) and (ii) the contingent right to receive the applicable portion of the Earnout Shares (as defined in the Merger Agreement),

if, as and when payable in accordance with the earnout provisions described in the Merger Agreement.

For avoidance of any doubt, each

TPH Shareholder will cease to have any rights with respect to such TPH Shareholder’s TPH Ordinary Shares, except the right to receive

the Closing Per Share Merger Consideration and the Earnout Shares.

“Closing Merger Consideration Shares” means 40,000,000

shares of common stock of the Company upon and following the Merger (the “PubCo”), which are equal or equivalent in value

to the sum of $400,000,000 divided by $10.00 per share.

to the Merger Agreement, at the Effective Time, an aggregate of 20,000,000 shares of common stock of PubCo issued to the TPH Shareholders

(the “Earnout Shares”) will be deposited with an escrow agent in a segregated escrow account (the “Earnout Escrow Account”)

pursuant to an escrow agreement effective as of the Effective Time and will be released from the Earnout Escrow Account and delivered

to the TPH Shareholders after the closing of the Merger as follows:

aggregate of 5,000,000 Earnout Shares will be vested, if and only if, on the occurrence that the amount of sales/revenues of PubCo for

any of the fiscal years (such fiscal year is referred as “Tranche 1 Fiscal Year”) ending from December 31, 2023 to December

31, 2025 is no less than $42,200,000 as evidenced by the audited financial statements of PubCo prepared in accordance with U.S.

for the Tranche 1 Fiscal Year that is contained in an annual report on Form 10-K filed by PubCo with the SEC.

aggregate of 15,000,000 Earnout Shares will be vested, if and only if, on the occurrence that the amount of sales/revenues of PubCo for

any of the fiscal years (such fiscal year is referred as “Tranche 2 Fiscal Year”) ending from December 31, 2023 to December

31, 2026 is no less than $415,000,000 as evidenced by the audited financial statements of PubCo prepared in accordance with U.S.

for the Tranche 2 Fiscal Year that is contained in an annual report on Form 10-K filed by PubCo with the SEC.

Results of Operations

Our entire activity from

inception up to date was related to the Company’s formation, the IPO and general and administrative activities.

Since the IPO,

our activity has been limited to the evaluation of initial business combination candidates, and we will not be generating any

operating revenues until the closing and completion of our initial business combination.

We generate non-operating income in

the form of interest income earned on investment held in the Trust Account.

We are incurring expenses as a result of being a public

company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from January 19, 2022

(inception) through December 31, 2022, we had a net income of $537,881 from interest income less formation and operating costs and tax

Liquidity and Capital Resources and Going

The Company’s liquidity needs

up to December 31, 2022 had been satisfied through initial payment from the Sponsor of $25,000 for the insider shares and proceeds from

the Private Placement.

On June 21, 2022, we consummated the

IPO of 9,775,000 Public Units at a price of $10.00 per unit (including 1,275,000 units issued upon the full exercise of the over-allotment

Our entire activity from inception

up to date was related to the Company’s formation, the IPO and general and administrative activities.

Since the IPO, our activity

has been limited to the evaluation of initial business combination candidates, and we will not be generating any operating revenues until

the closing and completion of our initial business combination.

We generate non-operating income in the form of interest income earned

on investment held in the Trust Account.

We are incurring expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December

31, 2023 and period from January 19, 2022 (inception) through December 31, 2022, we had a net income of $1,336,935 and $404,616, respectively,

from interest income less formation and operating costs and tax expenses.

Liquidity and Capital Resources and Going Concern

The Company’s liquidity

needs up to December 31, 2023 had been satisfied through initial payment from the Sponsor of $25,000 for the insider shares and proceeds

from the Private Placement.

On June 21, 2022, we consummated

the IPO of 9,775,000 Public Units at a price of $10.00 per unit (including 1,275,000 units issued upon the full exercise of the over-allotment

option), generating gross proceeds of $97,750,000.

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the sales of the Private Placement Units on June 21, 2022, a total of $99,216,250 (or $10.15 per share) was placed in the Trust Account.

As of December 31, 2022, the Company

had cash of $546,632 and a working capital of $623,347, excluding taxes payable which will be paid out from the Trust Account.

We intend to use substantially all

of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting

commissions, to complete our Business Combination.

As of December 31, 2023, the

Company had cash of $18,330 and a working capital deficit of $2,268,086.

We intend to use substantially

all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred

underwriting commissions, to complete our business combination.

We may withdraw interest from the Trust Account to pay taxes, if any.

To the extent

that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds

held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions

and pursue our growth strategies.

We intend to use the funds held outside

the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,

travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review

corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers

and directors may, but are not obligated to, loan us funds as may be required.

If the Company completes the initial Business Combination,

it will repay such loaned amounts.

In the event that the initial Business Combination does not close, we may use a portion of the working

capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a business combination, the remaining

proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make

other acquisitions and pursue our growth strategies.

We intend to use the funds

held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target

businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,

review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination.

In order to fund working capital

deficiencies or finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor or certain

of our officers and directors may, but are not obligated to, loan us funds as may be required.

If the Company completes the initial business

combination, it will repay such loaned amounts.

In the event that the initial business combination does not close, we may use a portion

of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used

for such repayment.

Up to $3,000,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender.

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or incur debt in connection with such business combination, all of which raise substantial doubt about our ability to continue as a going

In addition, under our amended and restated certificate of incorporation

provides that we will have only nine months from the closing of the IPO to complete the initial Business Combination, which may be

extended up to three times by an additional three-month each time to a total of 18 months from the closing of IPO.

unable to complete a Business Combination by March 20, 2023, (December 20, 2023 upon maximum extension), we may seek approval from our

In addition, the Current Charter

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

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

If we are unable to complete our initial business combination by March 21, 2024 upon maximum extension, we may seek approval from our

stockholders holding no less than 65% or more of the votes to approve to extend the completion period if we fail to obtain approval from

our stockholders for such extension or we do not seek such extension, the Company will cease all operations.

On March 17, 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.

As a result, management has determined that the liquidity concern and

mandatory liquidation both raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statement

does not include any adjustments that might result from the outcome of this uncertainty.

a result, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Financing Arraignments

We have no obligations,

assets or liabilities that would be considered off-balance sheet arrangements as of December 31, 2022.

We have no obligations, assets

or liabilities that would be considered off-balance sheet arrangements as of December 31, 2023.

We do not participate in transactions

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Contractual Obligations

As of December 31,

2022, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

We are obligated to pay

the Representatives the deferred underwriting compensation equal to 3.5% of the IPO Proceeds which amounted to $3,421,250.

deferred underwriting compensation will become payable to the Representatives from the amounts held in the Trust Account solely in

the event that we complete the Business Combination.

As of December 31, 2023 and

December 31, 2022, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

We are obligated to pay the

Representatives the deferred underwriting compensation equal to 3.5% of the IPO Proceeds which amounted to $3,421,250.

The deferred underwriting

compensation will become payable to the Representatives from the amounts held in the Trust Account solely in the event that we complete

the business combination.

holders of the Founder Shares, the Private Placement Units, and any units that may be issued upon conversion of working capital loans

(and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement entered into in connection

with the IPO.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register

such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to our completion of our initial business combination.

We will bear the expenses incurred in connection with the filing

of any such registration statements.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of financial

statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of

expenses during the reporting period.

Actual results could differ from those estimates.

Investments held in Trust Account

At December 31, 2022, the assets held in the Trust Account were held

in money market funds, which are invested in U.S.

Treasury securities carried at fair value.

Interest income amounted to $1,309,248 for

the period from inception to December 31, 2022.

We classify its U.S.

Treasury and equivalent securities as held-to-maturity in accordance with Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities

are those securities which we have the ability and intent to hold until maturity.

Held-to-maturity treasury securities are recorded at

amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

We account for warrants as

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and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified

warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at

the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required

to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

We accounted for the 9,775,000 Warrants issued

with the IPO and 498,875 warrants issued with the Private Placement as equity instruments We accounted for the Warrants as an expense

of the IPO and Private Placement resulting in a charge directly to stockholders’ equity.

We estimated that the fair value of the

Warrants issued with the IPO was approximately $2.7 million, or $0.271 per Unit, using the Monte Carlo Model.

that the fair value of the Warrants from the sale of the Private Placement Units was approximately $0.1 million, or $0.271 per

Unit, using the Monte Carlo Model

The fair value of the Warrants

was estimated as of the date of grant using the following assumptions:

(1) expected volatility of 0.1%, (2) risk-free interest rate

of 3.39%, (3) expected life of 6.09 years, (4) exercise price of $11.50 and (5) stock price of $9.60.

For issued or modified warrants

that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to

be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the

estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

We determined that upon

further review of the proposed form of warrant agreement, management concluded that the warrants included in the units issued in the IPO

pursuant to the warrant agreement qualify for equity accounting treatment.

Common Stock Subject to Possible Redemption

account for our Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing

Liabilities from Equity.” Class A Common Stock subject to mandatory redemption (if any) are classified as a liability instrument

and are measured at fair value.

Conditionally redeemable Class A Common Stock (including Class A Common Stock that feature redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

our control) are classified as temporary equity.

At all other times, Class A Common Stock are classified as stockholders’ equity.

Our Public Shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain

future events.

Accordingly, as of December 31, 2022, shares of Class A Common Stock subject to possible redemption are presented at redemption

value of $10.25 per share as temporary equity, outside of the stockholders’

equity section of our balance sheet.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value

of redeemable Class A Common Stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying

amount of shares of redeemable Class A Common Stock are affected by charges against additional paid in capital or accumulated deficit

if additional paid in capital equals to zero.

We account for our Class A Common Stock subject to possible redemption

in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A Common Stock subject to

mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable Class

A Common Stock (including Class A Common Stock that feature redemption rights that are either within the control of the holder or subject

to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity.

times, Class A Common Stock are classified as stockholders’ equity.

Our Public Shares feature certain redemption rights that are

considered to be outside of our control and subject to occurrence of uncertain future events.

Accordingly, as of December 31, 2023, shares

of Class A Common Stock subject to possible redemption are presented at redemption value of $10.84 per share as temporary equity, outside

of the stockholders’ equity section of our balance sheet.

We recognize changes in redemption value immediately as they occur and

adjusts the carrying value of redeemable Class A Common Stock to equal the redemption value at the end of each reporting period.

or decreases in the carrying amount of shares of redeemable Class A Common Stock are affected by charges against additional paid in capital

or accumulated deficit if additional paid in capital equals to zero.

Fair Value of Financial Instruments

The fair value of our

assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term

The fair value of our

financial assets and liabilities reflects management’s estimate of amounts that we would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, we seek to maximize the use of observable

inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how

market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

The fair value of our assets

and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of our financial

assets and liabilities reflects management’s estimate of amounts that we would have received in connection with the sale of the

assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement

In connection with measuring the fair value of its assets and liabilities, we seek to maximize the use of observable inputs (market

data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants

would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable

inputs and unobservable inputs used in order to value the assets and liabilities:

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

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

We account for income taxes

under ASC 740, Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both

the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future

tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established

when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies

the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold

and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and

We recognize accrued

interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts

accrued for interest and penalties as of December 31, 2022.

We are currently not aware of any issues under review that could result in

significant payments, accruals or material deviation from its position.

We have identified

the United States as its only “major” tax jurisdiction.

We may be subject to

potential examination by federal and state taxing authorities in the areas of income taxes.

These potential examinations may include

questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and

state tax laws.

Our management does not expect that the total amount of unrecognized tax benefits will materially change over the

next twelve months.

We are incorporated

in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

Net Income (Loss) per Share

We comply with accounting

and disclosure requirements of ASC 260, Earnings Per Share.

In order to determine the net income (loss) attributable to both the redeemable

shares and non-redeemable shares, we first considered the undistributed income (loss) allocable to both the redeemable Class A Common

Stock and non-redeemable Class A Common Sock and the undistributed income (loss) is calculated using the total net loss less any dividends

We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the

redeemable and non-redeemable Class A Common Stock.

Any remeasurement of the accretion to redemption value of the Class A Common Stock

subject to possible redemption was considered to be dividends paid to the public stockholders.

Recent Accounting Pronouncements

August 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other

equity-linked instruments.

For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between

simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler

analysis of embedded equity features) and a potentially adverse impact to diluted earnings per share by requiring the use of the if-converted

The new standard will also impact other financial instruments commonly issued by both public and private companies.

the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible

preferred stock.

Also, certain specific requirements to achieve equity classification and/or qualify for the derivative scope exception

for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid

mark-to-market accounting.

The new standard is effective for companies that are SEC filers (except for smaller reporting companies) for

fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies.

Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020.

The standard can either be

adopted on a modified retrospective or a full retrospective basis.

The adoption of ASU 2020-06 on January 1, 2023 did not have a material

effect on the Company’s financial statements.

Management does not

believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect

on our financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

As a smaller reporting

company, we are not required to make disclosures under this Item.

Management does not believe

that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on

the Company’s financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company,

we are not required to make disclosures under this Item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements and

the notes thereto begin on page F-1 of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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What changed 10-K

Item 7. Management’s Discussion and Analysis