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Item 9A. Controls and Procedures

2024-03-06 compared with 2023-03-31 · 1507 added, 1301 removed, 502 unchanged (85% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls

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

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

rules and forms.

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

to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding

required disclosure.

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

(our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2022, pursuant

to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Chief Executive Officers and Chief Financial Officer concluded

that, have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

We do not expect that our disclosure

controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits

must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation

of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances

of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal Control over

Financial Reporting

Disclosure controls are procedures that are designed with the objective

of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded,

processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also

designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief

executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management

evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”),

the effectiveness of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under the

Exchange Act.

Based upon that evaluation, our Chief Executive Officers and Chief Financial Officer concluded that during the period covered

by this report, our disclosure controls and procedures were not effective.

We do not expect that our

disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how

well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the

benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no

evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and

instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

Management’s Annual Report on Internal Control over Financial

As required by SEC rules and

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

provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent

limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness

of our internal control over financial reporting at December 31, 2022.

In making these assessments, management used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial

reporting as of December 31, 2022, due solely to the material weakness in internal controls related to the accounting for complex equity

instruments in connection with our initial public offering.

In light of this material weakness, we performed additional analyses

as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements included in this Report present fairly in all material respects our financial

position, results of operations and cash flows for the period presented.

This Annual Report

on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to

our status as an emerging growth company under the JOBS Act.

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

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or

compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial

reporting at December 31, 2023.

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

of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013), which include 1) inadequate segregation of

duties within account processes due to limited personnel and 2) insufficient written policies and procedures for accounting, IT and financial

reporting and record keeping.

Based on our assessments and those criteria, management determined that we do not maintain effective internal

control over financial reporting as of December 31, 2023.

This Annual Report on Form

10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status

as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There have been no

changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or

are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes

in our internal control over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information about

our directors and executive officers as of the date of this annual report.

The following table sets forth

information about our directors and executive officers as of the date of this annual report.

Xuedong (Tony) Tian

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David Ping Li

Michael Davidov

Wenbing Chris Wang

Xuedong (Tony) Tian , Chief

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Chairwoman and President.

Xu has been our Director and President

shortly since our inception and has been our Chairwoman since June 2022.

Xu has been our Director and President shortly since our inception and has been our Chairwoman since

Between February 2021 and December 2022, Dr.

Xu served as the

President and Chairwoman of Fortune Rise Acquisition Corporation, a Nasdaq listed special purpose acquisition company.

served as the Executive President of Boya Foundation, a non-profit educational charity organization since July 2019.

She has served

as the Chairwoman of Peking University Alumni Association of Southern California (PUAASC) since January 2020.

From January 2016

to December 2019, she served as the President and Director of PUAASC.

Xu served as the President and Chairwoman of Fortune Rise Acquisition Corporation,

a Nasdaq listed special purpose acquisition company.

Xu has served as the Executive President of Boya Foundation, a non-profit

educational charity organization since July 2019.

She has served as the Chairwoman of Peking University Alumni Association of Southern

California (PUAASC) since January 2020.

From January 2016 to December 2019, she served as the President and Director of

Since December 2018, Dr.

Xu has served as a limited

partner at Seraph Group, an established global investment firm investing in early-stage companies in strategic high-growth sectors such

as transportation, aerospace, digital media, sensors, social connectivity, advanced medical devices, health science, data analytics, smart

mobility, and ecommerce efficiency.

Xu has been a professor in the Department of Geography & the Environment at California

State University – Fullerton since August 2006.

She received her Ph.D.

degrees in Geography from McMaster University,

and Bachelor’s degree from Peking University with a major in Urban and Environmental Sciences and a minor in Economics.

Xu has served as a limited partner at Seraph Group, an established global investment firm investing

in early-stage companies in strategic high-growth sectors such as transportation, aerospace, digital media, sensors, social connectivity,

advanced medical devices, health science, data analytics, smart mobility, and ecommerce efficiency.

Xu has been a professor in

the Department of Geography & the Environment at California State University – Fullerton since August 2006.

degrees in Geography from McMaster University, and Bachelor’s degree from Peking University with a major in Urban

and Environmental Sciences and a minor in Economics.

Chief Financial Officer.

Yuanmei Ma has been our Chief Financial Officer

shortly since our inception.

Ma has served as the Chief Financial Officer of Mayrock Automotive Inc., a zero-emission commercial

mobility company in California since September 2020.

Between February 2021 and December 2022, Ms.

Ma served as the Chief Financial

Officer of Fortune Rise Acquisition Corporation, a Nasdaq listed special purpose acquisition company.

Ma was the director of

investor relation at Highpower International Inc., from August 2016 to November 2019;

when it was listed on Nasdaq (Formerly

Yuanmei Ma has been our Chief Financial Officer shortly since our inception.

Ma has served as the Chief

Financial Officer of Mayrock Automotive Inc., a zero-emission commercial mobility company in California since September 2020.

February 2021 and December 2022, Ms.

Ma served as the Chief Financial Officer of Fortune Rise Acquisition Corporation, a Nasdaq listed

special purpose acquisition company.

Ma was the director of investor relation at Highpower International Inc., from August 2016

to November 2019;

when it was listed on Nasdaq (Formerly Nasdaq:

From July 2010 to June 2013, Ms.

Ma was the Chief Financial Officer for Baosheng Steel Inc.

She was Chief

Financial Officer of Yihe Pharmaceutical Company Ltd.

between August 2009 to June 2010;

and Chief Financial Officer of Zhongpin

Inc., (Formerly Nasdaq:

Chief Financial Officer for Baosheng Steel Inc.

She was Chief Financial Officer of Yihe Pharmaceutical Company Ltd.

between August 2009

to June 2010;

and Chief Financial Officer of Zhongpin Inc., (Formerly Nasdaq:

HOGS), from September 2005 to October 2008.

Ma holds an Executive MBA degree from both INSEAD

Business School and Tsinghua University and a Bachelor’s degree in Accounting from Arkansas State University.

Ma holds an Executive MBA degree from both INSEAD Business School and Tsinghua University and a Bachelor’s degree in Accounting

from Arkansas State University.

Kevin Vassily, Independent

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from the Tuck School of Business at Dartmouth College.

Li , Independent Director.

David Ping Li , Independent

Li has more than 25 years of experience in the finance and investment industries.

Li is vice president of Finance at Anthem & Song Pictures since February 2015 and vice president of International Finance at AGBO

Films LLC (part-time from June 2020 to July 2022), both co-founded by the Russo brothers, who directed Avengers:

Infinity War ,

End Game , Captain America:

Li is vice president of Finance at

Anthem & Song Pictures since February 2015 and vice president of International Finance at AGBO Films LLC (part-time from June 2020

to July 2022), both co-founded by the Russo brothers, who directed Avengers:

Infinity War , Avengers:

End Game , Captain

The Winter Soldier and Captain America:

From January 2012 to December 2014,

Li was managing director of Strategic Investment, Open Innovation at Koninklijke Phillips N.V.

From January 2012 to December 2014, Mr.

Li was managing director of Strategic

Investment, Open Innovation at Koninklijke Phillips N.V.

PHG), a global electronics company.

From November 2008 to December 2011, Mr.

Li was investment director at Intel Capital, the investment division of Intel Corporation with

focus on investments in the technology, media, and telecom sector.

From November 2008 to December 2011,

Li was investment director at Intel Capital, the investment division of Intel Corporation with focus on investments in the technology,

media, and telecom sector.

From January 2004 to October 2008, Mr.

Li served as managing director

at ChinaVest Inc., a venture capital firm responsible for identifying, evaluating and executing investments to achieve financial returns.

From February 2002 to July 2003, Mr.

Li served as managing director at ChinaVest Inc., a venture capital

firm responsible for identifying, evaluating and executing investments to achieve financial returns.

From February 2002 to July 2003,

Li served as Chief Financial Officer of Great Wall Technology Co.

Ltd., a publicly traded diversified

technology company.

Li was senior associate in the Investment Banking Division of Donaldson, Lufkin & Jenrette (acquired by Credit

Suisse First Boston) from September 1998 to December 2001.

Ltd., a publicly traded diversified technology company.

senior associate in the Investment Banking Division of Donaldson, Lufkin & Jenrette (acquired by Credit Suisse First Boston) from

September 1998 to December 2001.

From November 2008 to October 2019, Mr.

Li served as independent director and

chairman of the audit committee of Highpower International, Inc., a lithium battery company listed on NASDAQ (stock ticker:

Li graduated from Peking University with a Bachelor of Arts degree in Biochemistry.

He received a master’s degree in Molecular Biology

from Columbia University and an MBA in finance from the Wharton School of University of Pennsylvania.

Michael Davidov ,

Li served as independent director and chairman of the audit committee

of Highpower International, Inc., a lithium battery company listed on NASDAQ (stock ticker:

Li graduated from Peking University

with a Bachelor of Arts degree in Biochemistry.

He received a master’s degree in Molecular Biology from Columbia University and

an MBA in finance from the Wharton School of University of Pennsylvania.

Wenbing Chris Wang ,

Independent Director.

Davidov has more than 20 years of experience in the fields of investments and corporate finance.

Davidov served as an independent consultant.

In 2012, he co-founded and served as the chief investment officer at Middle Kingdom Value

Fund and Global Value Partners, special situations fund on China related and global value investments.

From November 2021 to December

Davidov served as a director of Fortune Rise Acquisition Corporation, a SPAC listed on Nasdaq.

From March 2021 to April 2022,

he also served as a director of TradeUP Global Corporation, a SPAC listed on Nasdaq that closed its initial business combination in April

From 2018 to 2019, Mr.

Davidov served as the audit committee chairman for Nutriband (Nasdaq:

From April 2006 to July 2009,

Davidov was part of the management team of Middle Kingdom Alliance Corp., a U.S.

listed special purpose acquisition company that completed

its merger with Pypo China Holdings (a Beijing-based cell phone distribution company) and later changed its name to Funtalk China Holdings

Limited (Formerly Nasdaq:

From January 1999 to December 2009, Mr.

Davidov was the director of corporate finance and portfolio manager

at High Capital Funding, LLC/Generation Capital, a private equity/special situations fund, where he structured and made private investment

in public entity (PIPE) investments as a principal.

Davidov received his Bachelor’s degree in Mathematics from Southern Illinois

University and an MBA degree in finance from J.

Mack Robinson School of Business at Georgia State University.

Davidov is also a director

nominee of Fortune Joy International Acquisition Corp., a special purpose acquisition company to be listed on Nasdaq.

Wang has extensive experience as a senior management team member serving private and public companies.

June 2021, Mr.

Wang has served as Chief Financial Officer of Phoenix Motor Inc.

Wang was the senior

vice president of finance of SPI Energy Co., Ltd (Nasdaq:

SPI) and interim CFO of PEV from November 2020 to June 2021.

Prior to joining

Wang served as Chief Executive Officer of Redwood Group International, a Hong Kong-based merchant bank focused on Greater- China

growth and venture opportunities, from February 2017 to November 2020, and a partner with SAIF Xinhuihuang Asset Management Co., Ltd.

from December 2018 to March 2020.

Prior to that, Mr.

Wang served as President of Fushi Copperweld, Inc.

(previously NasdaqGS:

2009 to 2016 and its Chief Financial Officer from 2005 to 2010.

At Fushi Copperweld, Mr.

Wang led the company’s public listing on

the Nasdaq and the acquisition of Copperweld Bimetallics in 2007, $290 million in total equity and debt financing from 2005 to 2012, and

its $345 million privatization transaction in 2012.

Prior to that, Mr.

Wang worked for Cornerstone China Opportunities Fund, Redwood Capital,

Credit Suisse, VCChina from 1999 to 2005 with progressive responsibilities.

Wang obtained a BSc from the University of Science and

Technology Beijing and an MBA degree in Finance and Corporate Accounting from the University of Rochester.

Wang is currently a board

member of IT Tech Packaging, Inc.

ITP) starting from October 2009.

Our directors and officers

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Director Independence

NASDAQ listing standards

require that a majority of our board of directors be independent as long as we are not a controlled company.

NASDAQ listing standards require

that a majority of our board of directors be independent as long as we are not a controlled company.

An “independent director”

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Our board of directors has determined that each of

Davidov is an “independent director” as defined in the NASDAQ listing standards and applicable

Wang is an “independent director” as defined in the NASDAQ listing standards and applicable SEC

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Audit Committee

Since our IPO, we have

an audit committee of the board of directors.

Davidov serve as members of our audit committee.

as chairman of the audit committee.

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

of the audit committee all of whom must be independent.

Davidov are independent.

Each member of the

audit committee is financially literate and our board of directors has determined that Mr.

Li qualifies as an “ audit committee

financial expert ” as defined in applicable SEC rules.

We have adopted an

audit committee charter, which details the principal functions of the audit committee, including:

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

Since our IPO, we have an

audit committee of the board of directors.

Wang serve as members of our audit committee.

chairman of the audit committee.

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

the audit committee all of whom must be independent.

Wang are independent.

Each member of the audit committee

is financially literate and our board of directors has determined that Mr.

Li qualifies as an “ audit committee financial expert ”

as defined in applicable SEC rules.

We have adopted an audit committee

charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered

public accounting firm engaged by us;

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

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Compensation Committee

Since our IPO, we have

a compensation committee of the board of directors.

Since our IPO, we have a compensation

committee of the board of directors.

The members of our Compensation Committee are Mr.

Vassily serves as chairwoman of the compensation committee.

We have adopted a compensation committee charter, which details the principal

functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives, and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation in executive session at which the Chief Executive Officer is not present;

reviewing and approving the compensation of all of our other executive officers;

reviewing our executive compensation policies and plans;

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

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

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

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

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

Notwithstanding the

foregoing, as indicated above, other than reimbursement of expenses and the business combination fee that we have agreed to pay to

the Representatives, in connection with our Business Combination, no compensation of any kind, including finders, consulting or

other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates,

prior to, or for any services they render in order to complete the consummation of the Business Combination although we may consider

cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection

with our Business Combination.

Accordingly, it is likely that prior to the consummation of the Business Combination, the

compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered

into in connection with such Business Combination.

The current charter

of the Compensation Committee also provides that the compensation committee may, in its sole discretion, retain, or obtain the advice

of a compensation consultant, legal counsel, or other adviser and will be directly responsible for the appointment, compensation, and

oversight of the work of any such adviser.

Before engaging or receiving advice from a compensation consultant, external legal counsel,

or any other adviser, however, the compensation committee will consider the independence of each such adviser, including the factors required

by Nasdaq and the SEC.

Vassily serves

as chairwoman of the compensation committee.

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

the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating

our Chief Executive Officer’s performance in light of such goals and objectives, and determining and approving the remuneration

(if any) of our Chief Executive Officer’s based on such evaluation in executive session at which the Chief Executive Officer is

and approving the compensation of all of our other executive officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

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

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

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

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

Notwithstanding the foregoing,

as indicated above, other than reimbursement of expenses and the business combination fee that we have agreed to pay to the Representatives,

in connection with our business combination, no compensation of any kind, including finders, consulting or other similar fees, will be

paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they

render in order to complete the consummation of the business combination although we may consider cash or other compensation to officers

or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our business combination.

it is likely that prior to the consummation of the business combination, the compensation committee will only be responsible for the review

and recommendation of any compensation arrangements to be entered into in connection with such business combination.

The current charter of the

Compensation Committee also provides that the compensation committee may, in its sole discretion, retain, or obtain the advice of a compensation

consultant, legal counsel, or other adviser and will be directly responsible for the appointment, compensation, and oversight of the work

of any such adviser.

Before engaging or receiving advice from a compensation consultant, external legal counsel, or any other adviser,

however, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and

Director Nominations

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As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors

will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees

The board of directors will

also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees

to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

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that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally

established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in

identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience,

knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of

our stockholders.

We have not formally established

any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying

and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Code of Ethics

We have adopted a code

of ethics that applies to all of our executive officers, directors and employees.

The code of ethics codifies the business and ethical

principles that govern all aspects of our business.

We have adopted a code of

ethics that applies to all of our executive officers, directors and employees.

The code of ethics codifies the business and ethical principles

that govern all aspects of our business.

Clawback Policy

We adopted a clawback policy

on November 29, 2023 that applies to our executive officers (the “Policy”) in order to comply with Nasdaq rules, which were

approved by the SEC in June of 2023.

The Policy took effect on November 29, 2023.

The policy gives the Compensation Committee the discretion to require

executive officers to reimburse us for any Erroneously Awarded Compensation (as defined in the Policy) that was based on financial results

that were subsequently restated as a result of that person’s misconduct.

Conflicts of Interest

Although we do not

believe any conflict currently exists between us and the founders, affiliates of our founders may compete with us for acquisition opportunities.

Although we do not believe

any conflict currently exists between us and the founders, affiliates of our founders may compete with us for acquisition opportunities.

If such entities decide to pursue an opportunity, we may be precluded from procuring such opportunity.

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future founders’ affiliates or third parties, before they present such opportunities to us.

Each of our officers

and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities

pursuant to which such officer or director is or will be required to present initial business combination opportunities to such entity.

Accordingly, in the future, if any of our officers or directors becomes aware of an initial business combination opportunity which is

suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary

or contractual obligations to present such opportunity to such entity.

We do not believe, however, that any fiduciary duties or contractual

obligations of our officers arising in the future would materially undermine our ability to complete our Business Combination.

and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director

or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company

and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Our officers or directors

may become an officer or director of any other special purpose acquisition company with a class of securities registered under the Securities

Exchange Act of 1934, as amended, or the Exchange Act, even before we enter into a definitive agreement regarding our initial business

combination or we have failed to complete our initial business combination by March 21, 2023 (or up to November 21, 2023 if we extend

the period of time to consummate an initial business combination).

In the event that we

submit our Business Combination to our stockholders for a vote, our founders have agreed to vote any Founder Shares and Private Shares

held by them and any Public Shares purchased during or after the offering in favor of our Business Combination and our officers and directors

have also agreed to vote any Public Shares purchased during or after the offering in favor of our Business Combination.

Additionally, as a

general matter, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which

such officer or director is or will be required to present initial business combination opportunities to such entity.

Accordingly, in

the future, if any of our officers or directors becomes aware of an initial business combination opportunity which is suitable for an

entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual

obligations to present such opportunity to such entity.

We do not believe, however, that any fiduciary duties or contractual obligations

of our officers arising in the future would materially undermine our ability to complete our business combination.

Our amended and restated

certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless

such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity

is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

officers or directors may become an officer or director of any other special purpose acquisition company with a class of securities registered

under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we enter into a definitive agreement regarding

our initial business combination or we have failed to complete our initial business combination by March 21, 2023 (or up to March 21,

2024 if we extend the period of time to consummate an initial

business combination).

In the event that we submit our

business combination to our stockholders for a vote, our founders have agreed to vote any Founder Shares and Private Shares held by them

and any Public Shares purchased during or after the offering in favor of our business combination and our officers and directors have

also agreed to vote any Public Shares purchased during or after the offering in favor of our business combination.

Additionally, as a general

matter, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business

opportunities to a corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business;

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

Accordingly, as a result

of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

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

Accordingly, as a result of

multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities

meeting the above-listed criteria to multiple entities.

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that opportunity to us without violating another legal obligation.

Below is a table summarizing

the entities to which our executive officers, and directors currently have fiduciary duties or contractual obligations:

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

Entity’s Business

33 unchanged sentences

Vice President, International Finance

Michael Davidov

Middle Kingdom Value Fund

Global Value Partners

Fortune Joy International Acquisition Corp

Investment Fund

Founding Partner

Director Nominee

Wenbing Chris Wang

Phoenix Motor Inc.

Commercial vehicle company

Chief Financial Officer

Our stockholders shall be

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such opportunities.

Conflicts may arise

from US Tiger’s affiliation with us, its provision of services both to us and to third-party clients, as well as from actions undertaken

Conflicts may arise from US

Tiger’s affiliation with us, its provision of services both to us and to third-party clients, as well as from actions undertaken

by US Tiger for its own account.

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available to us.

In the event that we

submit our initial business combination to our stockholders for a vote, our founders, officers and directors have agreed to vote any Founder

In the event that we submit

our initial business combination to our stockholders for a vote, our founders, officers and directors have agreed to vote any Founder

Shares and Private Shares held by them and any public shares purchased during or after the offering (excluding public shares purchased

1 unchanged sentence

agreed to vote any public shares purchased during or after the offering in favor of our initial business combination.

Change of Director

On October 2, 2023, Mr.

Davidov resigned from his position as an independent director, and a member of the Audit Committee and Compensation Committee of the of

Board of Directors of the Company, effective immediately after the appointment of his successor.

Michael Davidov’s resignation

is not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

The same day, the Board of Directors

appointed Mr.

Wenbing Chris Wang to serve as an independent director of the Company, effectively immediately.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the

Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially

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

ownership and reports of changes in ownership of our shares of Common Stock and other equity securities.

These executive officers, directors,

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

reporting persons.

Based solely upon a

review of such forms furnished to us during the most recent fiscal year, or written representations that no Forms 5 were required, we

believe that that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers,

directors, and security holders required to file the same during the fiscal year ended December 31, 2022.

Section 16(a) of the Securities

Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more

than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership

and reports of changes in ownership of our shares of Common Stock and other equity securities.

These executive officers, directors, and

greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting

Based solely upon a review

of such forms furnished to us during the most recent fiscal year, or written representations that no Forms 5 were required, we believe

that that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers, directors,

and security holders required to file the same during the fiscal year ended December 31, 2023.

EXECUTIVE COMPENSATION

Employment Agreements

We have not entered

into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

We have not entered into any

employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Officers and Director Compensation

None of our officers or directors

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Kevin Vassily, David Ping Li, Michael Davidov, our independent directors

Other than as set forth elsewhere in the Prospectus, no compensation of any kind, including finder’s and consulting fees, will be

paid to our founders or any of their respective affiliates, for services rendered prior to or in connection with the completion of our

initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the

IPO to be paid either prior to or in connection with our initial business combination.

In addition, our officers, directors or any of

their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such

as identifying potential target businesses and performing due diligence on suitable initial business combinations.

Our audit committee

will review on a quarterly basis all payments that were made to our founders or their affiliates.

After the completion

of our Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees

from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials

or proxy solicitation materials furnished to our stockholders in connection with a proposed Business Combination.

We have not established

any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely

the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of the post-combination

business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined,

or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors

or by a majority of the independent directors on our board of directors.

Following the Business

Combination, to the extent 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.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table

sets forth information regarding the beneficial ownership of our Common Stock as of the date of this annual report, by:

each person known by us to be the beneficial owner of more than 5% of the shares of our outstanding Common Stock;

each of our officers and directors;

all of our officers and directors as a group.

(Michael Davidov resigned from his position as an independent director on October 2, 2023).

Other than as set forth elsewhere in the Prospectus,

no compensation of any kind, including finder’s and consulting fees, will be paid to our founders or any of their respective affiliates,

for services rendered prior to or in connection with the completion of our initial business combination although we may consider cash

or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial

business combination.

In addition, our officers, directors or any of their respective affiliates will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable initial business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our founders

or their affiliates.

After the completion of our business

combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation

materials furnished to our stockholders in connection with a proposed business combination.

We have not established any limit on the amount

of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation

will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible

for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the

board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority

of the independent directors on our board of directors.

Following the business combination,

to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target

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.

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

The following table sets forth

information regarding the beneficial ownership of our Common Stock as of the date of this annual report, by:

person known by us to be the beneficial owner of more than 5% of the shares of our outstanding Common Stock;

of our officers and directors;

of our officers and directors as a group.

Unless otherwise indicated,

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months from the closing of the IPO.

As of the date hereof, there are 10,333,875 shares of Class A Common Stock issued and outstanding

and 2,443,750 shares of Class B common stock issued and outstanding.

Name and Address of Beneficial Owner(1)

Ownership of Class A

As of the date hereof, there are 5,542,368 shares of Class A Common Stock issued and outstanding and

2,443,750 shares of Class B common stock issued and outstanding.

Name and Address of

Beneficial Owner (1)

Percentage of

Ownership of Class B

Percentage of

(as converted)

Outstanding All

(as converted) (Total)

Feutune Light Sponsor LLC (2)(3)

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David Ping Li

Michael Davidov

All executive officers, directors, and secretary as a group

(7 individuals)

All executive officers, directors, and secretary as a group (6 individuals)

* Less than 1%.

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Sau Fong Yeung, a U.S.

permanent resident, is the sole manager of our Sponsor with 50% of ownership interests in the Sponsor,

and as such may be deemed to have sole voting and investment discretion with respect to the Founder Shares and Private Shares held by

Our Sponsor is the record holder of Founder Shares reported herein.

Sam Yu is a member of our Sponsor with 40% of ownership interests, and as such may be deemed to hold 40% of the beneficial ownership of the Founder Shares and Private Shares held by the Sponsor.

permanent resident, is the sole manager of our Sponsor, and as such may be deemed to have sole

voting and investment discretion with respect to the Founder Shares and Private Shares held by our Sponsor.

(3) Our Sponsor is the record holder of Founder Shares reported

Sam Yu is a member of our Sponsor with 41.38% of ownership interests, and as such may be deemed to hold 41.38% of the

beneficial ownership of the Founder Shares and Private Shares held by the Sponsor.

Sam Yu is a U.S.

Our Sponsor is the record holder of Founder Shares reported herein.

Verakin JX (U.S.) Inc., a Delaware corporation, is a member of our Sponsor with 10% of ownership interests, and as such may be deemed to hold 10% of the beneficial ownership of the Founder Shares and Private Shares held by the Sponsor.

The Founder Shares

and Private Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with us entered into by our

Those lock-up provisions provide that such securities are not transferable or salable (i) in the case of the Founder Shares,

50% of Founder Shares may not be transferred, assigned or sold until the earlier to occur of:

(a) six months after the date of the consummation

of our initial business combination, or (b) the date on which the closing price of our Common Stock equals or exceeds $12.50 per share

(as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day

period commencing after our initial business combination and the remaining 50% of the Founder Shares may not be transferred, assigned

or sold until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent

to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which

results in all of our stockholders having the right to exchange their shares for cash, securities or other property, and (ii) in the case

of the Private Shares, until 30 days after the completion of our initial business combination, except in each case (a) to our founders,

any affiliates or family members of any of our founders, direct and indirect equity holders, (b) in the case of an individual, by gift

to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate

family or an affiliate of such person, or to a charitable organization;

and distribution upon death of the individual;

(4) Our Sponsor is the record holder of Founder Shares reported

Verakin JX (U.S.) Inc., a Delaware corporation, is a member of our Sponsor with 17.24% of ownership interests, and as such may

be deemed to hold 17.24% of the beneficial ownership of the Founder Shares and Private Shares held by the Sponsor.

The Founder Shares and Private

Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with us entered into by our founders.

Those lock-up provisions provide that such securities are not transferable or salable (i) in the case of the Founder Shares, 50% of Founder

Shares may not be transferred, assigned or sold until the earlier to occur of:

(a) six months after the date of the consummation of our

initial business combination, or (b) the date on which the closing price of our Common Stock equals or exceeds $12.50 per share (as adjusted

for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing

after our initial business combination and the remaining 50% of the Founder Shares may not be transferred, assigned or sold until six

months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial

business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all

of our stockholders having the right to exchange their shares for cash, securities or other property, and (ii) in the case of the Private

Shares, until 30 days after the completion of our initial business combination, except in each case (a) to our founders, any affiliates

or family members of any of our founders, direct and indirect equity holders, (b) in the case of an individual, by gift to a member of

the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or

an affiliate of such person, or to a charitable organization;

upon death of the individual;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at

which the securities were originally purchased;

(e) by private sales

or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities

were originally purchased;

(f) in the event of our liquidation prior to the completion of our initial business combination;

or (g) by virtue of the laws of Delaware or our founders’ limited liability company agreement upon dissolution of our founders,

provided, however, that in the case of clauses (a) through (e), or (g) these permitted transferees must enter into a written agreement

agreeing to be bound by these transfer restrictions.

In addition, in order

to finance transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders

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

If we complete an initial business combination, we would repay such loaned

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 Trust Funds would be used for such repayment.

Up to $3,000,000 of such loans may be

convertible into Private Shares at $10.00 per share at the option of the lender.

The terms of such loans by our officers and directors,

if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties

other than our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide

a waiver against any and all rights to seek access to funds in the Trust Account.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

virtue of the laws of Delaware or our founders’ limited liability company agreement upon dissolution of our founders, provided,

however, that in the case of clauses (a) through (e), or (g) these permitted transferees must enter into a written agreement agreeing

to be bound by these transfer restrictions.

In addition, in order to finance

transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders may, but are

not obligated to, loan us funds as may be required.

If we complete an initial business combination, we would 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 Trust Funds would be used for such repayment.

Up to $3,000,000 of such loans may be convertible

into Private Shares at $10.00 per share at the option of the lender.

The terms of such loans by our officers and directors, if any, have

not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than

our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide a waiver

against any and all rights to seek access to funds in the Trust Account.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Founder Shares and Private Units

On February 2, 2022,

the Sponsor acquired 2,443,750 Founder Shares of for an aggregate purchase price of $25,000, or approximately $0.01 per share.

On February 2, 2022, the Sponsor

acquired 2,443,750 Founder Shares of for an aggregate purchase price of $25,000, or approximately $0.01 per share.

Our Sponsor also agreed to

transfer an aggregated amount of 505,000 Founder Shares to our officers, directors, secretary and their designees prior to the

closing of the IPO, among which, (i) 141,000 Founder Shares were transferred to Mr.

Xuedong (Tony) Tian, our Chief

Executive Officer and Director, (ii) 153,000 Founder Shares were transferred to Dr.

Lei Xu, our Chairwoman and President,

(iii) 141,000 Founder Shares were transferred to Ms.

Yuanmei Ma, our Chief Financial Officer, (iv) 10,000 Founder

transfer an aggregated amount of 505,000 Founder Shares to our officers, directors, secretary and their designees prior to the closing

of the IPO, among which, (i) 141,000 Founder Shares were transferred to Mr.

Xuedong (Tony) Tian, our Chief Executive Officer

and Director, (ii) 153,000 Founder Shares were transferred to Dr.

Lei Xu, our Chairwoman and President, (iii) 141,000 Founder

Shares were transferred to Ms.

De Mi, our secretary, and (v) each 20,000 Founder Shares were transferred to each of

Kevin Vassily, David Ping Li, Michael Davidov, our independent directors.

The transfer agreements were executed immediately prior to the closing of the IPO on June 21, 2022.

The sale of the Founders Shares

to the Company’s management and directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant

The fair value of the 505,000 shares granted to the Company’s management and directors less estimated forfeitures of 75,650

shares was $776,235 for a total of 429,350 shares or $1.81 per share.

The Founders Shares were granted subject to a performance condition

(i.e., the occurrence of a Business Combination).

Compensation expense related to the Founders Shares is recognized only when the Business

Combination is consummated under ASC 718.

Yuanmei Ma, our Chief Financial Officer, (iv) 10,000 Founder Shares were transferred to Ms.

Mi, our secretary, and (v) each 20,000 Founder Shares were transferred to each of Messrs.

Kevin Vassily, David Ping Li, Michael

Davidov, our independent directors (Michael Davidov resigned from his position as an independent director on October 2, 2023).

agreements were executed immediately prior to the closing of the IPO on June 21, 2022.

sale of the Founders Shares to the Company’s management and directors is in the scope of FASB ASC Topic 718, “Compensation-Stock

Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured

at fair value upon the grant date.

The fair value of the 505,000 shares granted to the Company’s management and directors less estimated

forfeitures of 75,650 shares was $107,712 for a total of 429,350 shares or $0.25 per share.

The Founders Shares were granted subject

to a performance condition (i.e., the occurrence of a business combination).

Compensation expense related to the Founders Shares is recognized

only when the business combination is consummated under ASC 718.

As such no stock-based compensation expense has been recognized.

Stock-based compensation would

be recognized at the date a Business Combination is consummated in an amount equal to the number of Founders Shares with estimated forfeiture

times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders

Simultaneously with

the closing of the IPO, we completed the Private Placement of 498,875 Private Units, including 478,875 Private Units to the Company’s

Sponsor, and 20,000 units to US Tiger, 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 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 founders have agreed

not to transfer, assign or sell 50% of its Founder Shares until the earlier to occur of:

compensation would be recognized at the date a business combination is consummated in an amount equal to the number of Founders Shares

with estimated forfeiture times the grant date fair value per share (unless subsequently modified) less the amount initially received

for the purchase of the Founders Shares .

Simultaneously with the closing

of the IPO, we completed the Private Placement of 498,875 Private Units, including 478,875 Private Units to the Company’s Sponsor,

and 20,000 units to US Tiger, 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 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 founders have agreed not

to transfer, assign or sell 50% of its Founder Shares until the earlier to occur of:

(A) six months after the date of the consummation

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

As more fully discussed

in the section of this report entitled “ Directors, Executive Officers and Corporate Governance — Conflicts of Interest,”

As more fully discussed in

the section of this report entitled “ Directors, Executive Officers and Corporate Governance — Conflicts of Interest,”

if any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business

of any entity to which he or she has then-current fiduciary or contractual obligations, including our founders, he or she will honor his

or her fiduciary or contractual obligations to present such opportunity to such entity.

Our officers and directors currently have certain

relevant fiduciary duties or contractual obligations to other entities that may take priority over their duties to us.

Other than as set

forth elsewhere in this report, no compensation of any kind, including finder’s and consulting fees, will be paid to our founders,

or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination

although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior

to or in connection with our initial business combination.

In addition, these individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

initial business combination.

Our audit committee will review on a quarterly basis all payments that were made to our founders, advisors

or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling

on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

of any entity to which he or she has then-current fiduciary or contractual obligations, including our founders, he or she will honor

his or her fiduciary or contractual obligations to present such opportunity to such entity.

Our officers and directors currently have

certain relevant fiduciary duties or contractual obligations to other entities that may take priority over their duties to us.

than as set forth elsewhere in this report, no compensation of any kind, including finder’s and consulting fees, will be paid to

our founders, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial

business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to

be paid either prior to or in connection with our initial business combination.

In addition, these individuals will be reimbursed for

any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing

due diligence on suitable initial business combination.

Our audit committee will review on a quarterly basis all payments that were made

to our founders, advisors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our

Promissory Note

On February 2, 2022,

the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO.

This loan is non-interest bearing,

unsecured and is due at the earlier of (1) January 31, 2023 or (2) the date on which the Company consummates an initial public offering

of its securities.

Prior to the IPO, the Company had $280,000 outstanding loan balance.

The loan was repaid on June 21, 2022.

As of December 31, 2022, there was no outstanding balance.

On March 21, 2023, 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.

connection with the Extension Payment, the Company issued a promissory note to the Sponsor (the “Note”).

The 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, 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 of the Note 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.

$600,000 of the Extension Payment was deposited by the Company’s Sponsor and $377,500 was deposited by the

Company from its working capital account in lieu of the Sponsor, pursuant to the Short-Term Loan to the Company, which provides

for repayment on or before March 31, 2023.

The Short-Term Loan was repaid in full on March 24, 2023.

Following the Special Meeting,

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.

As a result, the Company currently has sought nine Monthly Extensions

to have until March 21, 2024 to complete an initial business combination.

Working Capital Loans

In addition, in order

to finance transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders

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

If we complete an initial business combination, we would repay such loaned

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 Trust Funds would be used for such repayment.

Up to $3,000,000 of such loans may be

convertible into Private Shares at $10.00 per share at the option of the lender.

The terms of such loans by our officers and directors,

if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties

other than our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide

a waiver against any and all rights to seek access to funds in our Trust Account.

As of December 31,

2022, the Company had no borrowings under the working capital loans.

In addition, in order to finance

transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders may, but are

not obligated to, loan us funds as may be required.

If we complete an initial business combination, we would 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 Trust Funds would be used for such repayment.

Up to $3,000,000 of such loans may be convertible

into Private Shares at $10.00 per share at the option of the lender.

The terms of such loans by our officers and directors, if any, have

not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than

our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide a waiver

against any and all rights to seek access to funds in our Trust Account.

As of December 31, 2023, the Company had $485,000 of borrowings under

the working capital loans.

After our initial business

5 unchanged sentences

as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into

a registration rights agreement with respect to the Private Shares sold in the Private Placement, the Private Shares issuable upon conversion

of working capital loans (if any), and the Founder Shares.

We have entered into a registration

rights agreement with respect to the Private Shares sold in the Private Placement, the Private Shares issuable upon conversion of working

capital loans (if any), and the Founder Shares.

RELATED PARTY POLICY

We have not yet adopted

a formal policy for the review, approval or ratification of related party transactions.

Accordingly, the transactions discussed above

were not reviewed, approved or ratified in accordance with any such policy.

We have adopted a code

of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our

board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

We have not yet adopted a

formal policy for the review, approval or ratification of related party transactions.

Accordingly, the transactions discussed above were

not reviewed, approved or ratified in accordance with any such policy.

We have adopted a code of

ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board

of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

Under our code of ethics,

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We have adopted code of ethics.

In addition, our audit

committee is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required

in order to approve a related party transaction.

In addition, our audit committee

is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative

vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to

approve a related party transaction.

A majority of the members of the entire audit committee will constitute a quorum.

a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits

Without a meeting,

the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits

information about related party transactions.

These procedures are

intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest

on the part of a director, employee or officer.

To further minimize

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

our founders unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm

which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial

point of view.

Furthermore, other than as set forth elsewhere in this report and the S-1, no finder’s fees, reimbursements or cash

payments will be made to our founders, existing advisors, or our or their affiliates, for services rendered to us prior to or in connection

with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we

may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination.

In addition, the following

payments will be made to our founders or their affiliates, none of which will be made from the Trust Funds prior to the completion of

our initial business combination:

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

Repayment of loans which may be made by our founders or an affiliate of our founders to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

Up to $3,000,000 of such loans may be convertible into working capital shares, at a price of $10.00 per share at the option of the lender.

Our audit committee

will review on a quarterly basis all payments that were made to our founders or their affiliates.

These procedures are intended

to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the

part of a director, employee or officer.

To further minimize conflicts

of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our founders

unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member

of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

Furthermore, other than as set forth elsewhere in this report and the S-1, no finder’s fees, reimbursements or cash payments will

be made to our founders, existing advisors, or our or their affiliates, for services rendered to us prior to or in connection with the

completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire

subsequent to the IPO to be paid either prior to or in connection with our initial business combination.

In addition, the following payments

will be made to our founders or their affiliates, none of which will be made from the Trust Funds prior to the completion of our initial

business combination:

● Reimbursement

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

of loans which may be made by our founders or an affiliate of our founders to finance transaction costs in connection with an intended

initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect

Up to $3,000,000 of such loans may be convertible into working capital shares, at a price of $10.00 per share at the option

of the lender.

Our audit committee will review

on a quarterly basis all payments that were made to our founders or their affiliates.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Public Accounting Fees

The following chart sets forth public accounting

fees in connection with services rendered by Friedman and Marcum for the period from January 19, 2022 (inception) through December 31,

The following chart sets forth public accounting fees in connection

with services rendered by MaloneBailey, LLP, Marcum LLP and Friedman LLP for the years ended December 31, 2023 and 2022.

MaloneBailey,

Audit-Related Fees

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All Other Fees

Audit fees were for

professional services rendered by Friedman or Marcum for the audit of our annual financial statements, and services that are

normally provided by Friedman or Marcum in connection with statutory and regulatory filings or engagements for that fiscal year,

including professional services in connection with our IPO.

“Audit-related fees” are fees for assurance and related

services by our principal accountant that are reasonably related to the performance of the audit or review of our financial

statements and are not reported under “audit fees.”

Audit-Related Fees

All Other Fees

fees were for professional services rendered by MaloneBailey, LLP or Marcum LLP for the audit of our annual financial statements, and

services that are normally provided by MaloneBailey, LLP or

Marcum LLP in connection with statutory and regulatory filings or engagements for that fiscal year, including professional services in

connection with our IPO.

“Audit-related fees” are fees for assurance and related services by our principal accountant that

are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees.”

Pre-Approval of Services

Because our audit committee was not formed

until June 16, 2022, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the

formation of our audit committee were approved by our board of directors.

All services subsequent to the formation of the audit committee

have been approved by the audit committee.

Because our audit committee

was not formed until June 16, 2022, the audit committee did not pre-approve all of the foregoing services, although any services rendered

prior to the formation of our audit committee were approved by our board of directors.

All services subsequent to the formation of the

audit committee have been approved by the audit committee.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Underwriting Agreement, dated June 15, 2022, among the Registrant, US Tiger and EF Hutton, division of Benchmark Investments, LLC, as representatives of the several underwriters (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Amended and Restated Certificate of Incorporation, dated June 14, 2022

Amended and Restated Certificate of Incorporation, dated June 14, 2022 (incorporated by reference to Exhibit 3.1 to Registrant’s Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2023)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated June 19, 2023 and filed on June 20, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 20, 2023)

Bylaws (incorporated by reference to Exhibit 3.3 to Registrant’s Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

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Right Agreement, dated June 15, 2022, between the Registrant and Continental Stock Transfer & Trust Company, LLC, as right agent (incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Description of Securities of the Registrant.

Description of Securities of the Registrant (incorporated by reference to Exhibit 4.7 to Registrant’s Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2023).

Letter Agreement, dated June 15, 2022, among the Registrant and certain stockholders (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

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Securities Transfer Agreement, dated June 15, 2022, among the Registrant and certain directors and officers of the Registrant (incorporated by reference to Exhibit 10.7 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Note, dated March 20, 2023, issued

by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to Registrant’s

Current Report on Form 8-K filed with the Securities & Exchange Commission on March 22, 2023)

Short-Term Loan Note, dated

March 20, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit

10.2 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on March 22, 2023)

Promissory Note, dated March 20, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on March 22, 2023)

Short-Term Loan Note, dated March 20, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on March 22, 2023)

Promissory Note, dated June 20, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 20, 2023)

Promissory Note, dated August 21, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 21, 2023)

Promissory Note, dated September 21, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on September 21, 2023)

Promissory Note, dated October 26, 2023, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated herein by reference to Exhibit 10.4 of the Current Report on Form 8-K filed with the SEC on October 27, 2023)

Agreement and Plan of Merger, dated as of October 26, 2023, by and among Feutune Light Acquisition Corporation, Feutune Light Merger Sub, Inc., and Thunder Power Holdings Limited (attached as Annex A to the proxy statement/prospectus contained in this registration statement) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 27, 2023, File No.

Parent Support Agreement, dated as of October 26, 2023, by and among Feutune Light Acquisition Corporation, Thunder Power Holdings Limited and certain stockholders of Feutune Light Acquisition Corporation signatory thereto (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on October 27, 2023)

Promissory Note, dated November 20, 2023, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 21, 2023)

Promissory Note, dated December 20, 2023, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 21, 2023)

Promissory Note, dated January 19, 2024, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 19, 2024)

Promissory Note, dated February 21, 2024, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 21, 2024)

Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registrant’s Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

List of Subsidiaries

Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

Certifications of Chief Executive Officer pursuant to 18 U.S.C.

Certifications

of Chief Executive Officer pursuant to 18 U.S.C.

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

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

Policy Relating to Recovery of Erroneously Awarded Compensation

Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

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March 6, 2024

Xuedong (Tony) Tian

President and Chairwoman

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David Ping Li

/s/ Michael Davidov

/s/ Wenbing Chris Wang

Independent Director

March 6, 2024

Michael Davidov

Wenbing Chris Wang

FEUTUNE LIGHT ACQUISITION CORPORATION

INDEX TO FINANCIAL STATEMENTS

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheet F-3

Statement of Income F-4

Statement of Changes in Stockholders’ Deficit F-5

Statement of Cash Flows F-6

Notes to Financial Statements F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors

Feutune Light Acquisition Corp.

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Changes in Stockholders’ Deficit F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Feutune Light Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of Feutune Light Acquisition Corp.

(the “Company”) as of December 31, 2022, the related statements of operations, changes

in stockholders’ deficit and cash flows for the period from January 19, 2022 (inception) through December 31, 2022, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows

for the period from January 19, 2022 (inception) through December 31, 2022, in conformity with accounting principles generally accepted

in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements, the

Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital

as of December 31, 2022 are not sufficient to complete its planned activities.

These conditions raise substantial doubt about the Company's

ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The financial statements

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

We have audited the accompanying consolidated

balance sheets of Feutune Light Acquisition Corporation and its subsidiary (collectively, the “Company”) as of December 31,

2023 and 2022 and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year

ended December 31, 2023, and for the period from January 19, 2022 (inception) through December 31, 2022, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2023 and 2022, and the results of their operations and their cash flows for the

year ended December 31, 2023 and for the period from January 19, 2022 (inception) through December 31 2022, in conformity with accounting

principles generally accepted in the United States of America.

Going Concern Matter

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company’s business plan is dependent on the completion

of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of

Liquidity concern and mandatary liquidation raise substantial doubt about the Company’s ability to continue as a going

Management's plans in regard to these matters are also described

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

Basis for Opinion

1 unchanged sentence

of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

1 unchanged sentence

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

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Accordingly, we express no such opinion.

Our audit included performing procedures to assess

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

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Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum llp

We believe that our audits provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since

Costa Mesa, CA

Houston, Texas

March 6, 2024

FEUTUNE LIGHT ACQUISITION CORPORATION

BALANCE SHEET

CONSOLIDATED BALANCE SHEETS

Prepaid expenses

Total current assets

Investments held in Trust Account

Cash and Marketable securities held in Trust Account

$ 101,240,621

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Income taxes payable

Excise tax payable

Loan from related parties

Total Current Liabilities

Deferred tax liability

Deferred underwriters’ discount

1 unchanged sentence

Commitments and Contingencies

Class A common stock subject to possible redemption, 9,775,000 shares at conversion value of $ 10.25 per share

Class A common stock subject to possible redemption, 4,983,493 shares and 9,775,000 shares at conversion value of $ 10.84 and $ 10.24 per share as of December 31, 2023 and December 31, 2022, respectively

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value, 500,000 shares authorized, none issued and outstanding

Class A common stock, $ 0.0001 par value, 25,000,000 shares authorized, 558,875 issued and outstanding (excluding 9,775,000 shares subject to possible redemption)

Class A common stock, $ 0.0001 par value, 25,000,000 shares authorized, 558,875 issued and outstanding (excluding 4,983,493 and 9,775,000 shares subject to possible redemption as of December 31, 2023 and December 31, 2022, respectively)

Class B common stock, $ 0.0001 par value, 4,500,000 shares authorized, 2,443,750 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

( 6,119,758 )

( 2,798,202 )

Total Stockholders’ Deficit

( 6,119,458 )

( 2,797,902 )

Total Liabilities, Temporary Equity and Stockholders’ Deficit

$ 101,240,621

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

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

FEUTUNE LIGHT ACQUISITION CORPORATION

STATEMENT OF INCOME

STATEMENTS OF OPERATIONS

Formation and operating costs

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$ ( 1,249,577 )

Interest earned on investments held in Trust Account

$ ( 508,379 )

Interest earned on investment held in Trust Account

Income before income taxes

Income taxes provision

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

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Basic and diluted net loss per share, common stock attributable to Feutune Light Acquisition Corporation

The accompanying notes are an integral part of these financial

The accompanying notes are an integral part of these consolidated

financial statements.

FEUTUNE LIGHT ACQUISITION CORPORATION

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

Stockholders’

as of January 19, 2022 (inception)

shares issued to initial stockholder

of public units through public offering

Sale of private

placement shares

Issuance of representative

Balance as of December 31, 2022

$ ( 2,798,202 )

$ ( 2,797,902 )

Reclassification

of common stock subject to redemption

Remeasurement of carrying value to redemption value

( 2,478,740 )

Additional amount deposited into trust for extensions

( 1,677,500 )

of offering costs to common stock subject to redemption

Accretion of carrying

value to redemption value

( 1,677,500 )

Excise tax payable attributable to redemption

Balance as of December 31, 2023

$ ( 6,119,758 )

$ ( 6,119,458 )

as of December 31, 2022

Stockholders’

Balance as of January 19, 2022 (inception)

Founder shares issued to initial stockholder

Sale of public units through public offering

Sale of private placement shares

Issuance of representative shares

Offering costs

( 5,966,117 )

The accompanying notes are an integral part of these financial

Reclassification of common stock subject to redemption

( 9,775,000 )

( 95,422,572 )

( 95,423,550 )

Allocation of offering costs to common stock subject to redemption

Accretion of carrying value to redemption value

( 7,270,081 )

( 3,202,818 )

( 10,472,899 )

Balance as of December 31, 2022

$ ( 2,798,202 )

$ ( 2,797,902 )

The accompanying notes are an integral part of

these consolidated financial statements.

FEUTUNE LIGHT ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY

19, 2022 (INCEPTION) THROUGH DECEMBER 31, 2022

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on investments held in Trust Account

Interest earned on investment held in Trust Account

( 3,664,204 )

Deferred taxes

( 1,309,248 )

Changes in operating assets and liabilities:

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Net Cash Used in Operating Activities

( 2,579,809 )

Cash Flows from Investing Activities:

Purchase of investments held in Trust Account

Purchase of investment held in trust account

( 99,216,250 )

Net cash used in investing activities

Investment of cash in Trust Account for extension loans

( 1,677,500 )

Cash withdrawn from trust to pay taxes

Cash withdrawn from Trust Account in connection with redemption

Net Cash Provided by (Used in) Investing Activities

( 99,216,250 )

Cash Flows from Financing Activities:

Proceeds from issuance of founder shares

Proceeds from issuance of promissory note to related party

Proceeds from issuance of promissory note to related parties

Proceeds from extension loans

Proceeds from working capital loans

Payment of promissory note to related party

Proceed from public offering

Proceed from private placement

Proceeds from private placement

Payment of underwriter discount

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Payment of deferred offering costs

Net Cash Provided by Financing Activities

Redemption of Class A Common Stock

( 50,225,065 )

Net Cash (Used in) Provided by Financing Activities

( 48,062,565 )

Net Change in Cash

Cash, Beginning of Period

Cash, End of Period

Supplemental Cash Flow Information

Cash at Beginning of Period

Cash at End of Period

Supplemental Disclosure of Cash Flow Information:

Cash paid for income taxes

Cash paid for interest

Financing Activities:

Non-cash Financing Activities:

Deferred underwriters’ marketing fees

Issuance of representative shares

Change in value of common stock subject to redemption

Allocation of offering costs to common stock subject to redemption

Accretion of carrying value to redemption value

The accompanying notes are an integral part of these financial

FEUTUNE LIGHT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Note 1 — Organization and Business Operation

Feutune Light Acquisition Corporation (the “Company”)

is a newly organized blank check company incorporated as a Delaware company on January 19, 2022.

The Company was formed for the purpose

of entering into a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

The Company is actively searching and identifying suitable business

combination target.

The Company is not limited to a particular industry or geographic region for purposes of consummating an initial business

The Company will not undertake its 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).

The Company has selected December 31 as its fiscal year

As of December 31, 2022, the Company had not commenced

any operations.

For the period from January 19, 2022 (inception) through December 31, 2022, the Company’s efforts have been limited

to organizational activities as well as activities related to the initial public offering (“IPO”).

The Company will not generate

any operating revenues until after the completion of a Business Combination, at the earliest.

The Company generates non-operating income

in the form of interest income from the proceeds derived from the IPO.

The registration statement for the Company’s

IPO became effective on June 15, 2022.

On June 21, 2022, the Company consummated the IPO of 9,775,000 units (including 1,275,000 units

issued upon the full exercise of the over-allotment option, the “Public Units”).

Each Public Unit consists of one share of

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

and one right (the “Right”) to receive one-tenth (1/10) of one share of Class A common stock (the “Class A Common Stock”).

Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share.

Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $97,750,000.

Substantially concurrently with the closing of

the IPO, the Company completed the sale in a private placement (the “Private Placement”) of 498,875 units (the “Private

Placement Units”) including 478,875 units to the Company’s sponsor, Feutune Light Sponsor LLC (the “Sponsor”)

and 20,000 shares to U.S.

Remeasurement of carrying value to redemption value

Additional amount deposited into trust for extensions

Excise tax payable attributable to redemption

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

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Organization and Business Operation

Light Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware company

on January 19, 2022.

The Company was formed for the purpose of entering into a merger, stock exchange, asset acquisition, share purchase,

recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”) as discussed below.

The Company has

selected December 31 as its fiscal year end.

July 3, 2023, the Company incorporated Feutune Light Merger Sub, Inc, (“Merger Sub”), a

Delaware corporation and wholly owned subsidiary of the Company.

As of December

31, 2023, there has been no activity in Merger Sub.

of December 31, 2023 and 2022, the Company had not commenced any operations.

For the period from January 19, 2022 (inception) through

December 31, 2023, the Company’s efforts have been limited to organizational activities, as activities related to the initial public

offering (“IPO”) and Business Combination.

The Company will not generate any operating revenues until after the

completion of a Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from

the proceeds derived from the IPO.

registration statement for the Company’s IPO became effective on June 15, 2022.

On June 21, 2022, the Company consummated the IPO

of 9,775,000 units (including 1,275,000 units issued upon the full exercise of the over-allotment option, the “Public Units”).

Each Public Unit consists of one share of Class A common stock, $ 0.0001 par value per share (the “Public Shares”), and one

redeemable warrant (the “Warrants”) and one right (the “Rights”) to receive one-tenth (1/10) of one share of

Class A common stock (the “Class A Common Stock”).

Each Warrant entitles the holder thereof to purchase one share of Class

A Common Stock at an exercise price of $ 11.50 per share.

The Public Units were sold at an offering price of $ 10.00 per Unit, generating

gross proceeds of $ 97,750,000 .

Substantially

concurrently with the closing of the IPO, the Company completed the sale in a private placement (the “Private Placement”)

of 498,875 units (the “Private Placement Units”) including 478,875 units to the Company’s sponsor, Feutune Light Sponsor

LLC (the “Sponsor”) and 20,000 shares to U.S.

Tiger Securities, Inc.

(“US Tiger”) at a purchase price of $ 10.00 per Private Placement Unit, generating

gross proceeds to the Company of $ 4,988,750 .

Each Private Placement Unit consists of one share of Class A common stock (the “Private

Shares”), one Warrant, and one Right.

The Company also issued 60,000 representative

shares (the “Representative Shares”) to US Tiger, a representative of the underwriters of the IPO, as part of representative

compensation.

The Representative Shares are identical to the Public Shares included in the IPO except that the representative has agreed

not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination.

In addition, US Tiger agreed (i) to waive its redemption rights with respect to the Representative Shares and Private Shares it owns in

connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions

from the Trust Account (as defined below) with respect to the Representative Shares and Private Shares if the Company fails to complete

its initial Business Combination within the Combination Period (as defined below).

Transaction costs amounted to $ 6,411,757 , consisting

of $ 5,376,250 of underwriting fees and $ 517,692 of other offering costs and $ 517,815 fair value of the 60,000 Representative Shares as

part of the transaction costs.

Following the consummation of the IPO, cash of $ 1,029,523 were held outside of the Trust Account (as defined

below) and is available for working capital purposes.

The Company’s initial Business Combination

must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in

the Trust Account (as defined below) (excluding the deferred underwriting discounts and commissions and taxes payable on the income earned

on the Trust Account (as defined below)) at the time of the agreement to enter into the initial Business Combination.

However, the Company

will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target sufficient for the post-transaction company not to be required

to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(“US Tiger”) at a purchase price of $ 10.00

per Private Placement Unit, generating gross proceeds to the Company of $ 4,988,750 .

Each Private Placement Unit consists of one share

of Class A common stock (the “Private Shares”), one Warrant, and one Right.

Company also issued 60,000 representative shares (the “Representative Shares”) to US Tiger, a representative of the underwriters

of the IPO, as part of representative compensation.

The Representative Shares are identical to the Public Shares included in the IPO

except that the representative has agreed not to transfer, assign or sell any such Representative Shares until the completion of the

Company’s initial Business Combination.

In addition, US Tiger agreed (i) to waive its redemption rights with respect to the Representative

Shares and Private Shares it owns in connection with the completion of the Company’s initial Business Combination and (ii) to waive

its rights to liquidating distributions from the Trust Account (as defined below) with respect to the Representative Shares and Private

Shares if the Company fails to complete its initial Business Combination within the Combination Period (as defined below).

costs amounted to $ 5,966,117 , consisting of $ 5,376,250 of underwriting fees, $ 517,692 of other offering cost and of $ 72,175 fair value

of the 60,000 Representative Shares as part of the transaction costs.

Following the consummation of the IPO, cash of $ 1,029,523 were

held outside of the Trust Account (as defined below) and is available for working capital purposes.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market

value of at least 80 % of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting discounts and commissions

and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for the post-transaction company

not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company

There is no assurance that the Company will be able to complete a Business Combination successfully.

Following the closing of the IPO, $ 99,216,250 ($ 10.15 per Public Unit)

from the proceed of the IPO and the proceeds from the sale of the Private Placement Units was held in a U.S.-based trust account (the

“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee.

The funds held in the Trust Account

invested only in U.S.

government treasury bills, bonds or notes with a maturity of 185 days or less, or in money market funds meeting

the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S.

treasury, so that the Company are not deemed to be an investment company under the Investment Company Act.

Except with respect to interest

earned on the funds held in the trust account that may be released to the Company to pay the Company’s tax obligation, the proceeds

from the IPO and the sale of the Private Placement Units that are deposited and held in the Trust Account will not be released from the

Trust Account until the earliest to occur of (a) the completion of the initial Business Combination, (b) the redemption of any

Public Shares properly submitted in connection with a stockholder vote to amend then current amended and restated Company’s certificate

of incorporation (i) to modify the substance or timing of its obligation to allow redemption in connection with its initial Business

Combination or to redeem 100 % of the Company’s Public Shares if it does not complete the initial Business Combination within the

Combination Period (as defined below) the IPO or (ii) with respect to any other provision relating to stockholders’ rights

or pre-initial Business Combination activity and (c) the redemption of 100 % of the Company’s Public Shares if it is unable

to complete the Business Combination within the required time frame, subject to applicable law.

The proceeds deposited in the Trust Account

could become subject to the claims of the Company’s creditors which could have higher priority than the claims of the Company’s

public stockholders.

If the Company anticipate that it may not be able to consummate its initial Business Combination by March 21, 2023

(within nine (9) months from the consummation of the IPO), it may extend the period of time to consummate a Business Combination

up to three (3) times by an additional three-month period each time for a total of up to 9 months, affording the Company up to December

the closing of the IPO, $ 99,216,250 ($ 10.15 per Public Unit) from the proceed of the IPO and the proceeds from the sale of the Private

Placement Units was held in a U.S.-based trust account (the “Trust Account”) with Continental Stock Transfer & Trust

Company acting as trustee.

The funds held in the Trust Account invested only in U.S.

government treasury bills, bonds or notes with a

maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the

Investment Company Act which invest solely in direct U.S.

government treasury, so that the Company are not deemed to be an investment

company under the Investment Company Act.

Except with respect to interest earned on the funds held in the trust account that may be released

to the Company to pay the Company’s tax obligation, the proceeds from the IPO and the sale of the Private Placement Units that

are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (a) the completion

of the initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder

vote to amend then current amended and restated Company’s certificate of incorporation (i) to modify the substance or timing

of its obligation to allow redemption in connection with its initial Business Combination or to redeem 100 % of the Company’s Public

Shares if it does not complete the initial Business Combination within the Combination Period (as defined below) the IPO or (ii) with

respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (c) the redemption

of 100 % of the Company’s Public Shares if it is unable to complete the Business Combination within the required time frame, subject

to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which

could have higher priority than the claims of the Company’s public stockholders.

Under the Company’s amended and restated

certificate of incorporation, if the Company has not consummated its initial Business Combination by March 21, 2023 (within nine (9) months

from the consummation of the IPO), it may extend the period of time to consummate a Business Combination up to three (3) times by an

additional three-month period each time for a total of up to an additional nine (9) months, affording the Company up to December

21, 2023 (up to eighteen (18) months from the consummation of the IPO) to complete its initial Business Combination.

Public stockholders

will not be offered the opportunity to vote on or redeem their shares if the Company chooses to make any such paid extension.

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.

Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered

into between the Company and Continental Stock Transfer & Trust Company acting as trustee, the Sponsor or its affiliates or designees,

upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account for each three-month extension

$ 977,500 ($ 0.10 per share), on or prior to the date of the applicable deadline.

Any such payments would be made in the form of a

If the Company completes its initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the

Trust Account.

In addition, such extension funding loans may be convertible into Private Placement Units upon the closing of the Company’s

initial Business Combination at $ 10.00 per unit at the option of the lender.

Anticipating that

it would not be able to consummate such initial Business Combination, the Company sought its first extension on March 21, 2023 (described

The Company may extend the period of time to consummate a Business Combination for up to two (2) additional three-month periods

from the current deadline of June 21, 2023, and the public stockholders will not be offered the opportunity to vote on or redeem their

shares if the Company chooses to make any such paid extension.

Pursuant to the terms of the Company’s amended and restated certificate

of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company acting as

trustee, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit

into the Trust Account for each three-month extension $ 977,500 ($ 0.10 per share), on or prior to the date of the applicable deadline.

Any such payments would be made in the form of a loan.

If the Company completes its initial Business Combination, the Company would repay

such loaned amounts out of the proceeds of the Trust Account.

In addition, such extension funding loans may be convertible into Private

Placement Units upon the closing of the Company’s initial Business Combination at $ 10.00 per unit at the option of the lender.

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”).

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

final prospectus dated June 17, 2022 filed by the Company with the SEC (the “Prospectus”), 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

The number of Private Units to be received by the holder of the Note 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 .

$ 600,000 of the Extension

Payment was deposited by the Company’s Sponsor and $ 377,500 was deposited by the Company from its working capital account in lieu

of the Sponsor, pursuant to a non-interest bearing, short-term loan provided by the Company to the Sponsor (the “Short-Term Loan”)

to the Company, which provides for repayment on or before March 31, 2023.

The Short-Term Loan was repaid in full on March 24, 2023.

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

of the stockholders (the “Special Meeting”), where the stockholders of the Company approved the amendment of the Company’s

Amended and Restated Certificate of Incorporation (the “Charter”) 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 Company’s Trust Account, the lesser of (i) $ 100,000 for all Public Shares and (ii) $ 0.04 for each Public Share for each one-month

On June 20, 2023, a certificate of amendment to the Charter (the “Charter Amendment”) was filed with the State

of Delaware, effective on the same date.

In connection with the votes to approve the Charter Amendment, 4,791,507 shares of Class A Common

Stock of the Company were rendered for redemption.

June to September 2023, four $ 100,000 Monthly Extension Payment 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 December 2023, three Monthly Extension Payments was 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 three months from October 21, 2023 to January 21, 2024.

connection with the four Monthly Extension Payments, 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.

notes bear no interest and are payable 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 .

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

of December 31, 2023, the Company has until January 21, 2024 to consummate its initial Business Combination.

However, if the Company

anticipates that it may not be able to consummate its initial Business Combination by January 21, 2024, the Company may, but is not obligated

to, extend the period of time to consummate its initial Business Combination for up to four more times by an additional one-month each

time and may have until March 21, 2024 to consummate its initial Business Combination.

See Note 10 Subsequent events for further extensions

The shares of Class A Common Stock subject to redemption will be recorded

3 unchanged sentences

and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business

The Company will have by March 21, 2023 (nine (9) months from the closing of the IPO) (or up to December 21, 2023 (18 months

from the closing of the IPO) to complete the initial Business Combination (the “Combination Period”).

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.

If the Company is unable to complete the initial

Business Combination within the Combination Period, the Company will:

(i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held

in the Trust Account and not previously released to the Company to pay the Company’s 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’

rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as

promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its

board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for

claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating

distributions with respect to the Company’s Warrants and Rights, which will expire worthless if the Company fails to complete the

Business Combination within the Combination Period.

The Sponsor, directors and officers (the “founders”) have entered into

a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any Founder

Shares (as defined in Note 5), Private Shares, and any Public Shares held by them in connection with the completion of the initial Business

Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares in connection with

a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the

substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem

100 % of the Company’s Public Shares if the Company does not complete its initial Business Combination within the Combination Period

or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii)

to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares held by

them if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to

liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial

Business Combination within the Combination Period.

If the Company submits it initial Business Combination to its stockholders for a vote,

the Company will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted

in favor of the initial Business Combination.

In no event will the Company redeem its Public Shares in an amount that would cause its

net tangible assets to be less than $ 5,000,001 .

In such case, the Company would not proceed with the redemption of Public Shares and the

related Business Combination, and instead may search for an alternate Business Combination.

The Sponsor has agreed that it will be liable

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

target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account

to below (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 the value of the trust assets, in each case net of the interest which may be

withdrawn to pay taxes.

This liability will not apply with respect 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 the Company’s indemnity of the underwriters of the

IPO against certain liabilities, including liabilities under the Securities Act (as defined in Note 2).

Moreover, in the event that an

executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent

of any liability for such third party claims.

However, the Company has not asked the Sponsor

to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to

satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities of the Company.

Therefore, the Company

cannot assure that its Sponsor would be able to satisfy those obligations.

None of the officers or directors will indemnify the Company

for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Capital Resources and Going Concern

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.

The Company intends 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 its Business Combination.

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

extent that the Company’s 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.

The Company intends 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, the Company’s Sponsor or an affiliate of the Company Sponsor

or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required.

the Company completes the initial Business Combination, it would repay such loaned amounts.

In the event that the initial Business Combination

does not close, the Company 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.

If the estimate of the costs of identifying a

target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary

to do so, the Company may have insufficient funds available to operate our business prior to our initial Business Combination.

the Company may need to obtain additional financing either to complete our Business Combination or because the Company become obligated

to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional

securities or incur debt in connection with such Business Combination, all of which raise substantial doubt about our ability to continue

as a going concern.

In addition, under the Company’s amended

and restated certificate of incorporation provides that the Company 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.

If the Company is unable to complete a Business Combination by March 21, 2023 (or December 21, 2023 upon

maximum extension), the Company may seek approval from its stockholders holding no less than 65 % or more of the votes to approve to extend

the completion period.

If the Company fails to obtain approval from the stockholders for such extension or the Company does 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.

The Company currently has until December 21, 2024 which is the current maximum extension to complete the initial Business

Combination (the “Combination Period”).

the Company is unable to complete the initial Business Combination within the Combination Period, the Company will:

(i) cease all

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

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

interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s 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’ rights as stockholders (including the right to receive further liquidating distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s

obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

will be no redemption rights or liquidating distributions with respect to the Company’s Warrants and Rights, which will expire

worthless if the Company fails to complete the Business Combination within the Combination Period.

The Sponsor, directors and officers

(the “founders”) have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their

redemption rights with respect to any Founder Shares (as defined in Note 5), Private Shares, and any Public Shares held by them in connection

with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private

Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate

of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial

Business Combination or to redeem 100 % of the Company’s Public Shares if the Company does not complete its initial Business Combination

within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business

Combination activity and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder

Shares and Private Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period,

although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the

Company fails to complete the initial Business Combination within the Combination Period.

If the Company submits it initial Business

Combination to its stockholders for a vote, the Company will complete its initial Business Combination only if a majority of the outstanding

shares of common stock voted are voted in favor of the initial Business Combination.

In no event will the Company redeem its Public Shares

in an amount that would cause its net tangible assets to be less than $ 5,000,001 .

In such case, the Company would not proceed with the

redemption of Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products

sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement,

reduce the amount of funds in the Trust Account to below (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 the value of the trust assets,

in each case net of the interest which may be withdrawn to pay taxes.

This liability will not apply with respect 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 the Company’s

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

Moreover, in the

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

to the extent of any liability for such third party claims.

the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether

the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities

of the Company.

Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

None of the officers

or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective

target businesses.

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”), 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.

and Capital Resources and Going Concern

of December 31, 2023, the Company had cash of $ 18,330 and a working capital deficit of $ 2,268,086 .

Company intends 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 its Business Combination.

The Company may withdraw interest

from the Trust Account to pay taxes, if any.

To the extent that the Company’s 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.

Company intends 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.

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s

Sponsor or an affiliate of the Company Sponsor or certain of the Company’s officers and directors may, but are not obligated to,

loan the Company funds as may be required.

If the Company completes the initial Business Combination, it would repay such loaned amounts.

In the event that the initial Business Combination does not close, the Company 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.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination

are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to

our initial Business Combination.

Moreover, the Company may need to obtain additional financing either to complete our Business Combination

or because the Company become obligated to redeem a significant number of our public shares upon completion of our Business Combination,

in which case the Company may issue additional securities or incur debt in connection with such Business Combination, all of which raise

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

In addition, under the Company’s currently effective amended

and restated certificate of incorporation, as of December 31, 2023, the Company has until January 21, 2024, or December 21, 2024 upon

maximum extension, to complete the initial Business Combination.

The Company may seek approval from its stockholders holding no less than

65 % or more of the votes to approve to extend the completion period.

If the Company fails to obtain approval from the stockholders for

such extension or the Company does not seek such extension, the Company will cease all operations.

There is no assurance that the Company’s

plans to consummate a Business Combination will be successful within the Combination Period.

In connection with the Company’s assessment

of going concern considerations in accordance with the Accounting Standards Update (“ASU”) 2014-15 of the Financial Accounting

Standard Board (“FASB”), “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management has determined that the liquidity concern and mandatary liquidation mentioned above raised 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.

Note 2 — Significant accounting policies

Basis of Presentation

The accompanying financial statements are presented

in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant

to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers

necessary for a fair presentation of its financial position and operation results.

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the

Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited

to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced

disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial

accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the

requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not

to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates

for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private

companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public

plans to consummate a Business Combination will be successful within the Combination Period and that the Company will obtain enough votes

to extend the Combination Period.

In connection with the Company’s assessment of going concern considerations in accordance with

the Accounting Standards Update (“ASU”) 2014-15 of the Financial Accounting Standard Board (FASB), “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity concern and mandatary

liquidation mentioned above raised 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.

— Significant accounting policies

of Presentation

accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States

of America (“US GAAP”) and pursuant to the rules and regulations of the SEC and include all normal and recurring adjustments

that management of the Company considers necessary for a fair presentation of its financial position and operation results.

of consolidation

consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary Merger Sub, over which

the Company exercises control.

All transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Growth Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not

being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure

obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding

a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective

or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public

company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition

period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in

conformity with 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.

preparation of financial statements in conformity with US 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 consolidated financial

statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 546,632 cash in bank as of December

Investments held in Trust Account

At December 31, 2022, $ 100,525,498 of the assets held in the Trust

Account were held in money market funds, and consisted of U.S.

Treasury securities carried at fair value.

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 18,330 and $ 546,632 of cash held in bank accounts as of December 31, 2023 and December 31, 2022, respectively.

Cash and Marketable securities held in Trust Account

31, 2023 and December 31, 2022, $ 54,075,630 and $ 100,525,498 , respectively of the assets held in the Trust Account were held in money

market funds, which are invested in short term U.S.

Treasury securities.

of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on

the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments

held in Trust Account are accounted as interest income in the accompanying statement of income.

Interest income for the period from January

19, 2022 (inception) through December 31, 2022 amounted to $ 1,329,248 .

Fair Value of Financial Instruments

ASC Topic 820 “ Fair Value Measurements

and Disclosures ” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the

buyer and the seller at the measurement date.

In determining fair value, the valuation techniques consistent with the market approach,

income approach and cost approach shall be used to measure fair value.

ASC Topic 820 establishes a fair value hierarchy for inputs, which

represent the assumptions used by the buyer and seller in pricing the asset or liability.

These inputs are further defined as observable

and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market

data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s assumptions about the inputs that

the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three

levels based on the inputs as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Valuation adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates

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

The Company accounts for Warrants as either equity-classified

or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance

in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability

pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether

the Warrants are indexed to the Company’s own shares of Class A Common Stock and whether the Warrant holders could potentially require

“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent

quarterly period end date while the Warrants are outstanding.

For issued or modified Warrants that meet all

of the criteria for equity classification, the Warrants are required to be recorded as a component of equity at the time of issuance.

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

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

Changes in the estimated fair

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

Common Stock Subject to Possible Redemption

held in Trust Account are accounted as interest income in the accompanying statement of operations.

Interest income for the year ended

December 31, 2023 and the period from January 19, 2022 (inception) through December 31, 2022 amounted to $ 3,664,204 and $ 1,309,248 , respectively.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Value of Financial Instruments

Topic 820 “ Fair Value Measurements and Disclosures ” defines fair value, the methods used to measure fair value and

the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer

a liability in an orderly transaction between the buyer and the seller at the measurement date.

In determining fair value, the valuation

techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value.

ASC Topic 820

establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability.

These inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in

pricing the asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs reflect the

Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on

the best information available in the circumstances.

fair value hierarchy is categorized into three levels based on the inputs as follows:

1 - Valuations based on unadjusted quoted prices in active markets for identical assets or

liabilities that the Company has the ability to access.

Valuation adjustments and block discounts

are not being applied.

Since valuations are based on quoted prices that are readily and regularly

available in an active market, valuation of these securities does not entail a significant

degree of judgment.

2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities,

(ii) quoted prices in markets that are not active for identical or similar assets, (iii)

inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived

principally from or corroborated by market through correlation or other means.

3 - Valuations based on inputs that are unobservable and significant to the overall fair

value measurement.

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to

their short-term nature.

Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s

specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)

and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the Warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements

for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares of Class A Common

Stock and whether the Warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s

control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted

at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding.

issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component

of equity at the time of issuance.

For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants

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

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

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

4 unchanged sentences

Company’s control) are classified as temporary equity.

At all other times, common stock are classified as stockholders’

The Company’s Public Shares feature certain redemption

rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

as of December 31, 2022, common stock subject to possible redemption are presented at redemption value of $ 10.25 per

share as temporary equity, outside of the stockholders’ deficit section

of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying

value of redeemable common stock to equal the redemption value at the end of each reporting period.

Increases or decreases in

the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit

if additional paid in capital equals to zero.

At all other times, common stock is classified as stockholders’

The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s

control and subject to occurrence of uncertain future events.

Accordingly, as of December 31, 2023, common stock subject

to possible redemption are presented at redemption value of $ 10.84 per share as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and

adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or

accumulated deficit if additional paid in capital equals to zero .

discussed in Note 1, in connection with the votes to approve the Charter Amendment, 4,791,507 shares of Class A Common Stock of the Company

were rendered for redemption resulting in $ 50,225,065 paid from the Trust Account to redeeming stockholders.

As a result of the redemption,

as of December 31, 2023, the Company has 4,983,493 shares of Class A common stock subject to possible redemption at the redemption

amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s

balance sheet that are subject to redemption.

See Note 4 for further details.

Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials ”

(“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “ Expenses of Offering ”.

Offering costs

The Company complies with the requirements of

FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials ” (“ASC 340-10-S99”)

and SEC Staff Accounting Bulletin Topic 5A, “ Expenses of Offering ”.

Offering costs were $ 6,411,757 consisting

principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to stockholders’

equity upon the completion of the IPO.

Net Income (Loss) Per Common Share

The Company complies with accounting and disclosure

requirements of FASB ASC 260, Earnings Per Share.

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

and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock

and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid.

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

redeemable and non-redeemable common stock.

Any remeasurement of the accretion to redemption value of the common stock subject to possible

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

As of December 31, 2022, the Company has not considered the

effect of the Warrants sold in the IPO and the Private Placement in the calculation of diluted net income (loss) per share, since the

exercise of the Warrants is contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive

and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into

common stock and then share in the earnings of the Company.

As a result, diluted income (loss) per share is the same as basic (income)

loss per share for the periods presented.

The net income (loss) per share presented in the

statement of income is based on the following:

Accretion of carrying value to redemption value

were $ 5,966,117 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and

charged to stockholders’ equity upon the completion of the IPO.

(Loss) Per Common Share

Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

In order to determine the net income

(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss)

allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using

the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based on the weighted

average number of shares outstanding between the redeemable and non-redeemable common stock.

Any remeasurement of the accretion to redemption

value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders.

As of December

31, 2023 and 2022, the Company has not considered the effect of the Warrants sold in the IPO and the Private Placement in the calculation

of diluted net income (loss) per share, since the exercise of the Warrants is contingent upon the occurrence of future events and the

inclusion of such Warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that

could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted income

(loss) per share is the same as basic (income) loss per share for the periods presented.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

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

Accretion of carrying value to redemption

( 4,156,240 )

Net loss including accretion of carrying value to redemption value

( 10,472,899 )

Redeemable Common

Basic and diluted net income/(loss) per share:

Allocation of net loss including carrying value to redemption value

Net loss including accretion

of carrying value to redemption value

$ ( 2,819,305 )

$ ( 10,068,283 )

December 31, 2023

For the Period From

January 7, 2022

(inception) through

December 31, 2022

Basic and diluted

net income/(loss) per share:

of net loss including carrying value to redemption value

$ ( 1,992,897 )

Accretion of carrying value to redemption value

Allocation of net income/(loss)

$ ( 826,408 )

$ ( 2,819,305 )

$ ( 6,805,147 )

$ ( 3,263,136 )

$ ( 10,068,283 )

of carrying value to redemption value

of net income (loss)

$ ( 826,408 )

$ ( 3,263,136 )

Denominators:

Weighted-average shares outstanding

Weighted-average

shares outstanding

Basic and diluted net income (loss) per share

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentration of credit risk consist of a cash account in a financial institution.

The Company has not experienced losses

on this account and management believes the Company is not exposed to significant risks on such account.

As of December 31, 2022, approximately

$ 100.8 million was over the Federal Deposit Insurance Corporation (FDIC) limit.

The Company accounts for income taxes under ASC

740 Income Taxes (“ASC 740”).

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

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

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

ASC 740 additionally requires a valuation allowance to be established when

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

ASC 740 also clarifies the accounting for uncertainty

in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process

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

For those benefits

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

ASC 740 also provides

guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of December 31, 2022.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

The Company has identified the United States

as its only major tax jurisdiction.

The Company may be subject to potential examination

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

These potential examinations may include questioning the timing

and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is incorporated in the State of Delaware

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

On August 16, 2022, President Biden signed into

law the Inflation Reduction Act of 2022 (H.R.

5376) (the “IRA”), which, among other things, imposes a 1 % excise tax on any

domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”).

Concentration

of Credit Risk

Financial instruments that potentially subject the Company to concentration

of credit risk consist of a cash account in a financial institution.

The Company has not experienced losses on this account and management

believes the Company is not exposed to significant risks on such account.

As of December 31, 2023, the balance in this account was fully

covered by the Federal Deposit Insurance Corporation (FDIC) limit.

Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax

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

and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation

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

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements

and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be

sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties,

accounting in interim period, disclosure and transition.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

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

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of December 31, 2023.

The Company is currently not aware of any issues

under review that could result in significant payments, accruals or material deviation from its position.

Company has identified the United States as its only major tax jurisdiction.

Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes.

These potential

examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance

with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will

materially change over the next twelve months.

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

The Company is also registered as a foreign corporation with the State of New Jersey Department of the Treasury and is subject to New

Jersey state tax laws.

August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law.

The IRA provides for,

among other things, a new U.S.

federal 1 % excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic

(i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the

fair market value of the repurchased stock, with certain exceptions.

Because the Company is a Delaware corporation

and our securities trades on Nasdaq, it is a “covered corporation” within the meaning of the IRA.

The Excise Tax may apply

to any redemptions of the Company’s common stock after December 31, 2022, including redemptions in connection with an initial Business

Combination, unless an exemption is available.

Issuances of securities in connection with the Company’s initial Business Combination

transaction are expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but

the number of securities redeemed may exceed the number of securities issued.

Further, the application of the Excise Tax in the event

of a liquidation is uncertain.

The Company is currently evaluating the impact it will have in the event of a Business Combination or liquidation.

Stock-Based Compensation

of the Founders Shares to the Company’s management and directors is in the scope

of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based

compensation associated with equity-classified awards is measured at fair value upon the grant date.

The fair value of the 505,000

shares granted to the Company’s management and directors less estimated forfeitures of

75,650 shares was $ 776,235 for a total of 429,350

shares or $ 1.81 per share.

The Founders Shares were granted subject to a performance condition (i.e., the

occurrence of a Business Combination).

Compensation expense related to the Founders Shares is recognized only when the Business

Combination is consummated under ASC 718.

As such no stock-based compensation expense has been recognized.

Stock-based compensation

would be recognized at the date a Business Combination is consummated in an amount equal to the number of Founders Shares with

estimated forfeiture times the grant date fair value per share (unless subsequently modified) less the amount initially received for

the purchase of the Founders Shares.

Recent Accounting Pronouncements

In August 2020,

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

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 method.

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

For example, the separation

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

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

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.

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

effect on the Company’s unaudited condensed financial statements.

Management does not believe that any recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Note 3 — Investments Held in Trust Account

As of December 31, 2022, assets held in the

Trust Account comprised of $ 100,525,498 in money market funds which are invested in short term U.S.

repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 %

of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax,

repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of

stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury

(the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or

avoidance of the excise tax.

The IRA applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs

after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or

otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection

with the Company’s initial Business Combination, extension or otherwise, (ii) the structure of the Company’s initial

Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Company’s

initial Business Combination (or otherwise issued not in connection with the Company’s initial Business Combination but issued within

the same taxable year of the Company’s initial Business Combination) and (iv) the content of regulations and other guidance

from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics

of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand

to complete the Company’s initial Business Combination and in the Company’s ability to complete its initial Business Combination.

As a result of the 4,791,507 shares of Class A common stock redeemed in June 2023, the Company accrued the 1 % excise tax in the amount

of $ 502,251 as a reduction of retained deficit since additional paid in capital was not available.

Because the Company did not complete a Business Combination by December

31, 2023, any additional redemption or other repurchase that occurs in connection with an initial Business Combination may be subject

to the excise tax.

Whether and to what extent the Company would be subject to the excise tax would depend on a number of factors, including

(i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of

the equity issued in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but

issued within the same taxable year of the Business Combination), and (iii) the content of regulations and other guidance from the U.S.

Department of the Treasury.

sale of the Founders Shares to the Company’s management and directors is in the scope of FASB ASC Topic 718, “Compensation-Stock

Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured

at fair value upon the grant date.

The fair value of the 505,000 shares granted to the Company’s management and directors

less estimated forfeitures of 75,650 shares was $ 107,712 for a total of 429,350 shares or $ 0.25 per share.

Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense

related to the Founders Shares is recognized only when the Business Combination is consummated under ASC 718.

As such no stock-based

compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is consummated

in an amount equal to the number of Founders Shares with estimated forfeiture times the grant date fair value per share (unless subsequently

modified) less the amount initially received for the purchase of the Founders Shares.

which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control

the other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also

considered to be related if they are subject to common control or common significant influence.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Pronouncements

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

on the Company’s consolidated financial statements.

Note 3 — Investments

Held in Trust Account

of December 31, 2023 and December 31, 2022, assets held in the Trust Account were comprised of $ 54,075,630 and $ 100,525,498 , respectively, in

money market funds which are invested in short term U.S.

Treasury Securities.

income amounted to $ 1,309,248 for the period from inception to December 31, 2022.

The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair

value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Interest income for the year ended December 31, 2023 and

the period from January 19, 2022 (inception) through December 31, 2022 amounted to $ 3,664,204 and $ 1,309,248 , respectively.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December

31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value:

Trust Account - U.S.

Treasury Securities Money Market Fund

Treasury Securities

Money Market Fund

Trust Account - U.S.

Treasury Securities

Money Market Fund

$ 100,525,498

Note 4 — Initial Public Offering

Pursuant to the IPO, the Company sold

9,775,000 Public Units at $ 10.00 per Public Unit (with the underwriters’ over-allotment option exercised in full) on June 21,

2022, generating gross proceeds of $ 97,750,000 .

Each Public Unit has an offering price of $ 10.00 and consists of one share of the

Class A Common Stock, one Warrant and one Right.

The Warrants will become exercisable on the later of 30 days after the

completion of the Company’s initial Business Combination or 12 months from the closing of the IPO and will expire five years

Initial Public Offering

to the IPO, the Company sold 9,775,000 Public Units at $ 10.00 per Public Unit (with the underwriters’ over-allotment option exercised

in full) on June 21, 2022, generating gross proceeds of $ 97,750,000 .

Each Public Unit has an offering price of $ 10.00 and consists of

one share of the Class A Common Stock, one Warrant and one Right.

The Warrants will become exercisable on the later of 30 days after

the completion of the Company’s initial Business Combination or 12 months from the closing of the IPO, and will expire five years

after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation.

All of the 9,775,000 Public Shares sold

as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is

a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s

amended and restated certificate of incorporation, or in connection with the Company’s liquidation.

In accordance with the Securities

and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified

in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be

classified outside of permanent equity.

The Company’s redeemable common stock is

subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

If it is probable

that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the

period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the

earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying

amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes

The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of

retained earnings, additional paid-in capital).

As of December 31, 2022, the common stock

reflected on the balance sheet are reconciled in the following table.

Gross proceeds

Proceeds allocated to Warrants issued in IPO

of the 9,775,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the

redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection

with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s

In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable

equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require

common stock subject to redemption to be classified outside of permanent equity.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has

been codified in ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either

accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the

instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption

value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting

The Company has elected to recognize the changes immediately.

The accretion or remeasurement is treated as a deemed dividend

(i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

of December 31, 2023, and December 31, 2022, the common stock reflected on the balance sheet is reconciled in the following table.

allocated to Warrants issued in IPO

( 1,055,700 )

Proceeds allocated to Rights issued in IPO

( 1,055,700 )

Offering costs of Public Units

allocated to Rights issued in IPO

( 1,270,750 )

Accretion of carrying value to redemption value

Common stock subject to possible redemption

( 1,270,750 )

Note 5 — Private Placement

Substantially concurrently with the closing of

the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $ 10.00 per unit including 478,875 units to the

Company’s Sponsor, and 20,000 units to US Tiger for an aggregate proceeds to the Company of $ 4,988,750 .

Each Private Placement Units

consists of one share of Class A Common Stock, one Warrant, and one Right.

The Sponsor will be permitted to transfer the Private

Placement Units held by them to certain permitted transferees, including the Company’s officers and directors and other persons

or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject to the same agreements

with respect to such securities as the founders.

The Founder Shares and Private Shares are identical

to the Public Shares.

However, the Company’s founders have agreed (A) to vote their Founder Shares and Private Shares in favor

of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial Business Combination,

an amendment to the Company’s certificate of incorporation that would affect the substance or timing of the Company’s redemption

obligation to redeem all Public Shares if the Company cannot complete an initial Business Combination within the Combination Period, unless

the Company provides public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment, (C) not

to redeem any shares, including Founder Shares, Private Shares and Public Shares into the right to receive cash from the Trust Account

in connection with a stockholder vote to approve a proposed initial Business Combination or sell any shares to the Company in any tender

offer in connection with the Company’s proposed initial Business Combination, and (D) that the Founder Shares and Private Shares

shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated.

The Private Placement Units sold in the Private

Placement including the underlying securities and the Working Capital Units (defined below) that may be issued upon conversion of working

capital loans (including extension notes) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder

until 30 days following the closing of the Business Combination, subject to certain exceptions.

Note 6 — Related Party Transactions

Founder Shares

On February 2, 2022, the Sponsor acquired 2,443,750

Class B common stock (“Founder Shares”) of for an aggregate purchase price of $ 25,000 , or approximately $ 0.01 per share.

As of December 31, 2022, there were 2,443,750 Founder Shares issued and outstanding.

The founders has agreed not to transfer, assign

or sell 50% its Founder Shares until the earlier to occur of:

(A) six months after the completion of the Company’s initial Business

Combination, or (B) the date on which the closing price of the Company’s Class A Common Stock equals or exceeds $12.50 per share

(as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading

day period commencing after the Company’s initial Business Combination and the remaining 50% of the Founder Shares may not be transferred,

assigned or sold until six months after the date of the consummation of the Company’s initial Business Combination, or earlier,

in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a liquidation, merger, stock

exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A Common

Stock for cash, securities or other property.

Any permitted transferees will be subject to the same restrictions and other agreements

of the Company’s initial stockholders with respect to any Founder Shares.

Pursuant to securities transfer agreement signed on June

15, 2022, the sponsor has transferred an aggregated 505,000 shares to the Company’s management and directors.

Substantially concurrently with the closing of

the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $ 10.00 per unit including 478,875 shares to the

Company’s Sponsor, and 20,000 shares to US Tiger for an aggregate proceeds to the Company of $ 4,988,750 .

The sale of the Founders Shares to the

Company’s management and directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation”

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value

upon the grant date.

The fair value of the 505,000 shares granted to the Company’s management and directors less estimated

forfeiture of 75,650 shares was $ 776,235 for

a total of 429,350 shares or $ 1.81 per share .

The Founders Shares were granted subject to a performance condition

(i.e., the occurrence of a Business Combination).

Compensation expense related to the Founders Shares is recognized only when the

Business Combination is consummated under ASC 718.

costs of Public Units

( 5,824,123 )

( 50,225,065 )

of carrying value to redemption value

stock subject to possible redemption

$ 100,072,326

Private Placement

Substantially

concurrently with the closing of the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $ 10.00 per

unit including 478,875 units to the Company’s Sponsor, and 20,000 units to US Tiger for aggregate proceeds to the Company of $ 4,988,750 .

Each Private Placement Units consists of one share of Class A Common Stock, one Warrant, and one Right.

The Sponsor will be permitted

to transfer the Private Placement Units held by them to certain permitted transferees, including the Company’s officers and directors

and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject

to the same agreements with respect to such securities as the founders.

Founder Shares and Private Shares are identical to the Public Shares.

However, the Company’s founders have agreed (A) to vote

their Founder Shares and Private Shares in favor of any proposed Business Combination, (B) not to propose, or vote in favor of,

prior to and unrelated to an initial Business Combination, an amendment to the Company’s certificate of incorporation that would

affect the substance or timing of the Company’s redemption obligation to redeem all Public Shares if the Company cannot complete

an initial Business Combination within the Combination Period, unless the Company provides public stockholders an opportunity to redeem

their Public Shares in conjunction with any such amendment, (C) not to redeem any shares, including Founder Shares, Private Shares

and Public Shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a proposed initial

Business Combination or sell any shares to the Company in any tender offer in connection with the Company’s proposed initial Business

Combination, and (D) that the Founder Shares and Private Shares shall not participate in any liquidating distribution upon winding

up if a Business Combination is not consummated.

Private Placement Units sold in the Private Placement including the underlying securities and the Working Capital Units (defined below)

that may be issued upon conversion of working capital loans (including extension notes) may not, subject to certain limited exceptions,

be transferred, assigned or sold by the holder until 30 days following the closing of the Business Combination, subject to certain exceptions.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Related Party Transactions

February 2, 2022, the Sponsor acquired 2,443,750 Class B common stock (“Founder Shares”) of for an aggregate purchase

price of $ 25,000 , or approximately $ 0.01 per share.

As of December 31, 2023 and 2022, there were 2,443,750 Founder Shares issued and

number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20 % of the number of

Class A Common Stock and Class B Common Stock (defined below in Note 7) issued and outstanding upon completion of the IPO.

founders have agreed not to transfer, assign or sell 50 % its Founder Shares until the earlier to occur of:

(A) six months after the completion

of the Company’s initial Business Combination, or (B) the date on which the closing price of the Company’s Class A Common

Stock equals or exceeds $ 12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any

20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and the remaining

50 % of the Founder Shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company’s

initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company

consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right

to exchange their shares of Class A Common Stock for cash, securities or other property.

Any permitted transferees will be subject to

the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares.

has transferred an aggregate amount of 505,000 Founder Shares to the Company’s management and directors.

Substantially

concurrently with the closing of the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $ 10.00 per

unit including 478,875 shares to the Company’s Sponsor, and 20,000 shares to US Tiger for an aggregate proceeds to the Company

of $ 4,988,750 .

sale of the Founder Shares to the Company’s management and directors is within the scope of FASB ASC Topic 718, “Compensation-Stock

Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured

at fair value upon the grant date.

The fair value of the 505,000 Founder Shares granted to the Company’s management and

directors less the estimated forfeiture of 75,650 Founder Shares was $ 107,712 for a total of 429,350 Founder

Shares or $ 0.25 per share.

The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business

Combination).

Compensation expense related to the Founder Shares is recognized only when the Business Combination is consummated under

As such no stock-based compensation expense has been recognized.

compensation would be recognized at the date a Business Combination is consummated in an amount equal to the number of Founders

Shares with estimated forfeiture times the grant date fair value per share (unless subsequently modified) less the amount initially

received for the purchase of the Founders Shares.

Representative Shares

The Company also issued 60,000 Representative Shares to US Tiger as

part of representative compensation.

The Representative Shares are identical to the Public Shares except that US Tiger has agreed not

to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination.

addition, US Tiger has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the

Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect

to such shares if the Company fails to complete its initial Business Combination within the Combination Period.

The fair value of the

shares at IPO was valued at $ 517,815 or $ 8.63 per share, which was based on the Class A common stock adjusted for the likelihood of a

Business Combination and with a discount applied for the lack of marketability.

Promissory Note — Related Party

On February 2, 2022, the Sponsor agreed to loan

the Company up to $ 500,000 to be used for a portion of the expenses of the IPO.

This loan is non-interest bearing, unsecured and is due

at the earlier of (1) January 31, 2023 or (2) the date on which the Company consummates an initial public offering of its securities.

Stock-based compensation would be recognized at the date a

Business Combination is consummated in an amount equal to the number of Founder Shares less the number of Founder Shares forfeited times

the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder

Representative

Company also issued 60,000 Representative Shares to US Tiger as part of representative compensation.

The Representative Shares are identical

to the Public Shares except that US Tiger has agreed not to transfer, assign or sell any such Representative Shares until the completion

of the Company’s initial Business Combination.

In addition, US Tiger has agreed (i) to waive its redemption rights with respect

to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to

liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination

within the Combination Period.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Note — Related Parties

February 2, 2022, the Sponsor agreed to loan the Company up to $ 500,000 to be used for a portion of the expenses of the IPO.

is non-interest bearing, unsecured and is due at the earlier of (1) January 31, 2023 or (2) the date on which the Company consummates

an initial public offering of its securities.

Prior to the IPO, the Company had $ 280,000 outstanding loan balance.

The loan was repaid on June 21, 2022.

As of December 31, 2022, there

was no outstanding balance.

Related Party Loans

In addition, in order to finance transaction costs

in connection with an intended initial Business Combination, the Sponsor, or an affiliate of the Sponsor or certain of the Company’s

officers and directors may, but are not obligated to, loan the Company funds as may be required.

If the Company completes the initial

Business Combination, it would repay such loaned amounts.

In the event that the initial Business Combination does not close, the Company

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 converted upon consummation of the Business Combination into Private

Placement Units at a price of $ 10.00 per unit (the “Working Capital Units”).

If the Company does not complete a Business Combination,

the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.

Such Working Capital Units converted

from loan would be identical to the Private Placement Units sold in the Private Placement.

As of December 31, 2022, the Company had no borrowings

under the working capital loans.

Note 7 — Commitments & Contingencies

Risks and Uncertainties

Management is currently evaluating the impact

of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect

on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily

determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Registration Rights

The holders of the Founder Shares and Private

Placement Units, Working Capital Units issuable upon the conversion of certain working capital loans and any underlying securities will

be entitled to registration rights pursuant to a registration rights agreement signed on June 15, 2022, requiring the Company to register

such securities for resale.

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

the Company register such securities.

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

to registration statements filed subsequent to the completion of the Company’s initial Business Combination and rights to require

the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company paid an underwriting discount of 2.0 %

of the gross proceeds of the IPO, or $ 1,955,000 to the underwriters at the closing of the IPO.

In addition, the underwriters will be entitled

to a deferred fee of 3.5 % of the gross proceeds of the IPO, or $ 3,421,250 until the closing of the Business Combination.

Note 8 — Stockholder’s Equity

Preferred Stock — Pursuant

to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 500,000 shares of preference

stock, $ 0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the

Company’s board of directors.

As of December 31, 2022, there were no preferred stock issued or outstanding.

Class A Common Stock — Pursuant

to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 25,000,000 shares of Class A

Common Stock with a par value of $ 0.0001 per share.

As of December 31, 2022, there were 558,875 shares of Class A Common Stock issued

and outstanding, excluding 9,775,000 shares subject to possible redemption

Class B Common Stock — Pursuant

to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 4,500,000 shares of Class B

common stock (the “Class B Common Stock”) with a par value of $ 0.0001 per share.

As of December 31, 2022, the Company issued

2,443,750 shares of Class B common stock.

Common stockholders of record are entitled to

one vote for each share held on all matters to be voted on by stockholders.

Holders of the Class A common stock and holders of the

Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except

as required by law.

The Class B Common Stock will automatically convert

into shares of the Class A Common Stock at the time of the initial Business Combination, or at any time prior thereto at the option

of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution right.

Rights — On June 21, 2022, the

Company issued 9,775,000 Rights in connection with the IPO.

Substantially concurrently with the closing of the IPO, the Company issued

478,875 Rights to the Company’s Sponsor and 20,000 rights to US Tiger.

Except in cases where the Company is not the surviving company

in a Business Combination, each holder of a Right will automatically receive one-tenth (1/10) of common stock upon consummation of the

initial Business Combination.

In the event the Company will not be the surviving company upon completion of the initial Business Combination,

each holder of a Right will automatically receive the kind and amount of securities or properties of the surviving entity that each one-tenth

(1/10) of one share of Class A Common Stock of the Company is entitled to receive upon consummation of the Business Combination.

will not issue fractional shares upon conversion of the Rights.

As a result, holder must convert Rights in multiples of 10 in order to

receive shares upon closing of a Business Combination.

If the Company is unable to complete an initial Business Combination within the

Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights will not receive

any of such funds for their Rights and the Rights will expire worthless.

As of December 31, 2022, 10,273,875 Rights were

Warrants — On June 21,

2022, the Company issued 9,775,000 Warrants in connection with the IPO.

Substantially concurrently with the closing of the IPO, the Company

issued 478,875 Warrants to the Company’s Sponsor and 20,000 Warrants to US Tiger.

Each Warrant entitles the registered holder to

purchase one share of the Company’s Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below,

at any time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion of the initial Business Combination.

The Warrants will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City

time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable,

but in no event later than 30 business days, after the closing of the initial Business Combination, it will use its reasonable best efforts

to file, and within 60 business days following its initial Business Combination to have declared effective, a registration statement for

the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Warrants.

will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto,

until the expiration of the Warrants in accordance with the provisions of the warrant agreement signed on June 15, 2022 (the “warrant

No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering

the Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of Class A Common Stock.

Notwithstanding the above, if the Company’s Class A Common Stock is at the time of any exercise of a Warrant not listed on a national

securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities

Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in

effect a registration statement, but it will be required to use its reasonable best efforts to register or qualify the shares under applicable

blue sky laws to the extent an exemption is not available.

In addition, if (x) the Company issues additional

shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s

initial Business Combination at an issue price or effective issue price (the “Newly Issued Price”) of less than $9.20

per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and,

in the case of any such issuance to the Company’s founders or their affiliates, without taking into account any shares held by the

Company’s founders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances

represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business

Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the

volume weighted average reported trading price of Class A Common Stock for the twenty (20) trading days starting on the trading day prior

to the date of the consummation of the Business Combination (the “Fair Market Value”) is below $9.20 per share, the exercise

price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Fair Market Value and the Newly

Issued Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to

180% of the higher of the Fair Market Value and the Newly Issued Price.

The Company may call the Warrants for redemption,

in whole and not in part, at a price of $ 0.01 per Warrant:

● in whole and not in part;

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;

if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

The Company accounted for the 9,775,000 Warrants issued

with the IPO as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives

Contracts in Entity’s Own Equity”.

The Company accounted for the Warrant as an expense of the IPO resulting

in a charge directly to stockholders’ equity.

The Company estimates that the fair value of the Warrants is approximately $ 2.7 million,

or $ 0.271 per Unit, using the Monte Carlo Model.

The fair value of the Warrants is 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 .

The Company accounted for the 498,875 Warrants

issued with the Private Placement as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity”

and ASC 815-40, “Derivatives and Hedging:

The loan was repaid

on June 21, 2022.

March 21, 2023, 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.

connection with the Extension Payment, the Company issued the Note to the Sponsor.

The 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, 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

The number of Private Units to be received by the holder of the Note 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 .

$ 600,000 of the Extension

Payment was deposited by the Company’s Sponsor and $ 377,500 was deposited by the Company from its working capital account in lieu

of the Sponsor, pursuant to the Short-Term Loan to the Company, which provides for repayment on or before March 31, 2023.

The Short-Term

Loan was repaid in full on March 24, 2023.

Following the Special Meeting, as of December 31, 2023, four Monthly

Extension Payments were deposited into the Trust Account for the public stockholders as of December 31, 2023 by the Sponsor, 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.

In connection with the four Monthly Extension Payments, the Company issued four notes to the Sponsor.

October to December 2023, three Monthly Extension Payments was deposited into the Trust Account by TPH which enabled the Company to extend

the date by which it has to consummate its initial Business Combination by three months from October 21, 2023 to January 21, 2024.

In connection

with the October to December Monthly Extension Payments, 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.

notes bear no interest and are payable 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, 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 .

of December 31, 2023 and December 31, 2022, the Company had total of $ 1,377,500 and nil , respectively, of promissory notes for extension

from the Sponsor.

As of December 31, 2023 and December 31, 2022, the Company had total of $ 300,000 and nil , respectively, of promissory

notes for extension from TPH.

addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, or an affiliate

of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may

If the Company completes the initial Business Combination, it would repay such loaned amounts.

In the event that the initial

Business Combination does not close, the Company 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 converted

upon consummation of the Business Combination into Private Placement Units at a price of $ 10.00 per unit (the “Working Capital

If the Company does not complete a Business Combination, the loans would be repaid out of funds not held in the Trust

Account, and only to the extent available.

Such Working Capital Units converted from loan would be identical to the Private Placement

Units sold in the Private Placement.

addition to the promissory notes in relation to the Monthly Extension Payments, the Company also borrowed $ 485,000 from the Sponsor for

working capital purposes.

of December 31, 2023 and December 31, 2022, the Company had total loan from related parties amounted to $ 2,162,500 and nil , respectively.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Commitments & Contingencies

and Uncertainties

Management continuously evaluates the impact of the COVID-19 pandemic

on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s

financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of

the date of these consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

holders of the Founder Shares and Private Placement Units, Working Capital Units issuable upon the conversion of certain working capital

loans and any underlying securities will be entitled to registration rights pursuant to a registration rights agreement signed on June

15, 2022, requiring the Company to register such securities for resale.

The holders of these securities are entitled to make up to three

demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of the Company’s initial Business

Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

underwriters of the IPO (the “underwriters”) exercised the option to purchase an additional 1,275,000 units in the IPO.

Company paid an underwriting discount of 2.0 % of the gross proceeds of the IPO, or $ 1,955,000 to the underwriters at the closing of the

In addition, the underwriters will be entitled to a deferred fee of 3.5 % of the gross proceeds of the IPO, or $ 3,421,250 until the

closing of the Business Combination.

In addition, the Company issued 60,000 Representative Shares to US Tiger upon the closing of the

Stockholders’ Equity

Stock — Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized

to issue 500,000 shares of preference stock, $ 0.0001 par value, with such designations, voting and other rights and preferences as may

be determined from time to time by the Company’s board of directors.

As of December 31, 2023 and December 31, 2022, there was no

preferred stock issued or outstanding.

Common Stock — Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized

to issue 25,000,000 shares of Class A Common Stock with a par value of $ 0.0001 per share.

As of December 31, 2023 and December 31,

2022, there were 558,875 shares of Class A Common Stock issued and outstanding, excluding 4,983,493 and 9,775,000 shares subject

to possible redemption, respectively.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Common Stock — Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized

to issue 4,500,000 shares of Class B common stock (the “Class B Common Stock”) with a par value of $ 0.0001 per share.

As of December 31, 2023 and December 31, 2022, the Company issued 2,443,750 shares of Class B common stock.

stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.

Holders of the Class A

common stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s

stockholders, except as required by law.

Class B Common Stock will automatically convert into shares of the Class A Common Stock at the time of the initial Business Combination,

or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution

On June 21, 2022, the Company issued 9,775,000 Rights in connection with the IPO.

Substantially concurrently with the closing of the

IPO, the Company issued 478,875 Rights to the Company’s Sponsor and 20,000 rights to US Tiger.

Except in cases where the Company

is not the surviving company in a Business Combination, each holder of a Right will automatically receive one-tenth (1/10) of common

stock upon consummation of the initial Business Combination.

In the event the Company will not be the surviving company upon completion

of the initial Business Combination, each holder of a Right will automatically receive the kind and amount of securities or properties

of the surviving entity that each one-tenth (1/10) of one share of Class A Common Stock of the Company is entitled to receive upon consummation

of the Business Combination.

The Company will not issue fractional shares upon conversion of the Rights.

As a result, holder must convert

Rights in multiples of 10 in order to receive shares upon closing of a Business Combination.

If the Company is unable to complete an

initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust

Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless.

of December 31, 2023 and December 31, 2022, 10,273,875 Rights were outstanding.

— On June 21, 2022, the Company issued 9,775,000 Warrants in connection with the IPO.

Substantially concurrently with

the closing of the IPO, the Company issued 478,875 Warrants to the Company’s Sponsor and 20,000 Warrants to US Tiger.

entitles the registered holder to purchase one share of the Company’s Class A Common Stock at a price of $ 11.50 per share, subject

to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion

of the initial Business Combination.

The Warrants will expire five years after the completion of the Company’s initial Business

Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the initial Business

Combination, it will use its reasonable best efforts to file, and within 60 business days following its initial Business Combination

to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A Common

Stock issuable upon exercise of the Warrants.

The Company will use its reasonable best efforts to maintain the effectiveness of such

registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions

of the warrant agreement signed on June 15, 2022 (the “warrant agreement”).

No Warrants will be exercisable for cash unless

the Company has an effective and current registration statement covering the Class A Common Stock issuable upon exercise of the Warrants

and a current prospectus relating to such shares of Class A Common Stock.

Notwithstanding the above, if the Company’s Class A Common

Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition

of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of

Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities

Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required

to use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising

purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price

(the “Newly Issued Price”) of less than $9.20 per share (with such issue price or effective issue price to be determined

in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s founders or their

affiliates, without taking into account any shares held by the Company’s founders or such affiliates, as applicable, prior to such

issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest

thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s

initial Business Combination (net of redemptions), and (z) the volume weighted average reported trading price of Class A Common

Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination

(the “Fair Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent)

to be equal to 115% of the higher of the Fair Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price

described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the Newly Issued

Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant:

whole and not in part;

not less than 30 days’ prior written notice of redemption (the “30-day redemption

period”) to each warrant holder;

and only if, the reported last sale price of the Class A Common Stock equals or exceeds

$16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations

and the like) for any 20 trading days within a 30-trading day period ending three business

days before the Company sends the notice of redemption to the warrant holders.

Company accounted for the 9,775,000 Warrants issued in the IPO as equity instruments in accordance with ASC 480, “Distinguishing

Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging:

Contracts in Entity’s Own Equity”.

The Company accounted for the Warrant

as an expense of the sale of the Private Placement Units resulting in a charge directly to stockholders’ equity.

The Company estimates

that the fair value of the Warrants was approximately $ 0.1 million, or $ 0.271 per Unit, using the Monte Carlo Model.

Company accounted for the Warrant as an expense of the IPO resulting in a charge directly to stockholders’ equity.

estimates that the fair value of the Warrants is approximately $ 1.1 million, or $ 0.108 per Unit, using the Monte Carlo Model.

fair value of the Warrants is estimated as of the date of grant using the following assumptions:

1 unchanged sentence

(2) risk-free interest rate of 2.92 %, (3) expected life of 1.38 years, (4) exercise price of $ 11.50 and (5) stock price

As of December 31, 2022, 10,273,875 Warrants were

Note 9 — Income Taxes

The Company’s taxable income primarily consists

of interest earned on investments held in the Trust Account.

The Company’s tax returns for

the period from January 19, 2022

(inception) through December 31, 2022 remained open and subject to examination.

The income tax provision consists of the following

for the period from January 19, 2022 (inception) through December 31, 2022:

Valuation allowance

Income tax provision

A reconciliation of the statutory federal income tax rate to the Company’s

effective tax rate is as follows:

Company accounted for the 498,875 Warrants issued in the Private Placement as equity instruments in accordance with ASC 480,

“Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging:

Contracts in Entity’s Own

The Company accounted for the Warrant as an expense of the sale of the Private Placement Units resulting in a charge

directly to stockholders’ equity.

The Company estimates that the fair value of the Warrants was approximately $ 0.05 million, or $ 0.108 per

Unit, using the Monte Carlo Model.

The fair value of the Warrants is estimated as of the date of grant using the following

(1) expected volatility of 10.3 %, (2) risk-free interest rate of 2.92 %, (3) expected life of 1.38 years,

(4) exercise price of $ 11.50 and (5) stock price of $ 9.76 .

of December 31, 2023 and December 31, 2022, 10,273,875 Warrants were outstanding.

— Income Taxes

Company’s taxable income primarily consists of interest earned on investments held in the Trust Account.

The income tax provision (benefit) for the year

ended December 31, 2023 and for the period from January 19, 2022 (inception) through December 31, 2022 were as follows:

in valuation allowance

tax provision

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation

of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

For the Period

statutory rate

State income tax, net of federal benefit

Permanent difference

Change in valuation allowance

Change in valuation

Effective tax rate

The Company’s net deferred tax assets and liability were as follows

as of December 31, 2022:

Company’s net deferred tax assets at December 31, 2023 and December 31, 2022 were as follows:

Deferred tax assets(liability):

Start up costs

Valuation allowance

Total deferred tax assets, net

Accrued interest income

Deferred tax liability, net

In assessing the realization of deferred tax assets,

management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary

differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax

assets, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information

available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has

therefore established a full valuation allowance.

Note 10 — Subsequent Events

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.

In connection with the Extension Payment, the

Company issued unsecured promissory notes (the “Notes”) to the Sponsor.

The Notes are non-interest bearing and payable

(subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company’s initial business combination

and (ii) the date of the liquidation of the Company.

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

The holders of the Notes have the right, but not the obligation, to convert their Notes, in whole or in part, respectively, into private

shares of the Class A common stock (the “Conversion Shares”) of the Company, as described in the prospectus of the Company

(File Number 333-264221).

The number of Conversion Shares to be received by the holders in connection with such conversion shall be an

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

The Company evaluated subsequent events and

transactions that occurred after the balance sheet date through the date financial statement is issued.

Based on this review, other

than the subsequent event disclosed above, the Company did not identify any subsequent events that would require adjustment or

disclosure in the financial statements.

Start up cost

Deferred tax assets, net

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of

the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future

taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future

realization of the deferred tax assets and has therefore established a full valuation allowance.

— Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through the date the financial statement is issued.

Other than the events below, the Company

did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

January 19, 2024 and February 21, 2024, two Monthly Extension Payments of $ 100,000 were deposited into the Trust Account which enabled

the Company to extend the date by which it has to consummate its initial Business Combination from January 21, 2024 to March 21, 2024.

In connection with the Monthly Extension Payments, and pursuant to the Merger Agreement, on October 26, 2023, the Company issued two

unsecured promissory notes of $ 100,000 each to TPH to evidence the payment made for the January and February Monthly Extension Payments.

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.

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 9A. Controls and Procedures