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Item 7. Management’s Discussion and Analysis

2024-04-15 compared with 2023-03-31 · 238 added, 259 removed, 29 unchanged (94% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report to “we,” “us”

or the “Company” refer to Oxus Acquisition Corp.

References to our “management” or our “management team”

refer to our officers and directors, and references to the “sponsor” refer to Oxus Capital Pte.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements

and the notes thereto contained elsewhere in this Annual Report.

Certain information contained in the discussion and analysis set forth

below includes forward-looking statements that involve risks and uncertainties.

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained

elsewhere in this Annual Report.

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

statements that involve risks and uncertainties.

We are a blank check company incorporated in the Cayman

Islands on February 3, 2021 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization

or similar Business Combination with one or more businesses.

We intend to effectuate our initial Business Combination using cash from

the proceeds of our Initial Public Offering and the sale of the private warrants, our shares, debt or a combination of cash, equity and

We expect to continue to incur significant costs

in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

Proposed Business Combination

On February 23, 2023, Oxus entered into the Business

Combination Agreement by and among the Company, Newco and Borealis.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and

analysis of our financial condition and results of operations in conjunction with the audited financial statements and the notes thereto

included in Part II, Item 8 of this Annual Report.

Unless otherwise indicated, references to the

“Company,” “our,” “us” or “we” in this Item 7 refer to Oxus Acquisition Corp., or Oxus,

before the consummation of the Transaction.

References to our “management” or our “management team” refer to our

officers and directors, and references to the “sponsor” refer to Oxus Capital Pte.

The term “New Borealis”

refers to Borealis Foods Inc.

after the consummation of the Business Combination.

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes

thereto contained elsewhere in this Annual Report.

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

forward-looking statements that involve risks and uncertainties.

We are a blank check company incorporated in the

Cayman Islands on February 3, 2021 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization

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

We intend to effectuate our

initial Business Combination using cash from the proceeds of our IPO and the sale of the private warrants (the “ Private Warrants ”),

our shares, debt or a combination of cash, equity, and debt.

The Business Combination Agreement

On February 23, 2023, we entered into a Business

Combination Agreement with Newco and Legacy Borealis.

The Business Combination Agreement was unanimously approved by Oxus’ and Legacy

Borealis’ respective board of directors.

Pursuant to the Business Combination Agreement, among other things:

(a) the Company will domesticate and continue as a corporation existing under the laws of the province of Ontario, Canada;

closing date, Newco and Borealis will amalgamate in accordance with the terms of the plan of arrangement, with Amalco surviving the Borealis

Amalgamation as a wholly-owned subsidiary of New Oxus;

and (c) on the closing date, immediately following the Borealis Amalgamation, Amalco

and New Oxus will amalgamate, with New Oxus surviving the New Oxus Amalgamation.

The Business Combination Agreement was unanimously approved

by Oxus’ and Borealis’ respective board of directors.

Under the Business Combination Agreement, Borealis Shareholders will

receive from New Oxus, in the aggregate, a number of shares of New Oxus equal to (a) the Borealis Value divided by (b) $10.00.

The Business Combination Agreement contains customary

representations and warranties, covenants and closing conditions, including, but not limited to, approval by the Company’s and Borealis’

respective shareholders of the Business Combination Agreement and the Proposed Transaction.

The terms of the Business Combination Agreement

and other related ancillary agreements entered into or to be entered into in connection with the closing of the Proposed Transaction,

including those briefly described below, are summarized in more detail in the Company’s Form 8-K filed with the SEC on March 1,

Shareholder Support Agreements

Concurrently with the execution

and delivery of the Business Combination Agreement, Oxus, Borealis and certain Borealis Shareholders entered into the Shareholder Support

Agreements pursuant to which, among other things, such Borealis Shareholders have agreed to vote their Borealis shares in favor of the

Proposed Transaction and not sell or transfer their Borealis shares.

Sponsor Support Agreement

Concurrently with the execution

and delivery of the Business Combination Agreement, Oxus, Borealis and the sponsor entered into the Sponsor Support Agreement pursuant

to which, among other things, the sponsor agreed to (A) vote its founder shares in favor of the Proposed Transaction and the Oxus Proposals,

(B) not redeem its founder shares, (C) waive certain of its anti-dilution rights, (D) convert the Sponsor Convertible Notes, and (E) forfeit

certain sponsor founder shares as a part of incentive equity compensation for directors, officers and employees of New Oxus (subject to

terms and conditions set forth in the Sponsor Support Agreement).

Registration Rights Agreement

In connection with the closing

of the Proposed Transaction, Oxus and certain Borealis Shareholders and the Holders will enter into the Registration Rights Agreement,

pursuant to which Oxus will be obligated to file a registration statement to register the resale of certain securities of Oxus held by

The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject

to certain requirements and customary conditions.

Lock-Up Agreements

In connection with the closing

of the Proposed Transaction, Oxus and certain Subject Party will enter into Lock-Up Agreements, pursuant to which (A) fifty percent (50%)

of the shares of the Restricted Securities will be locked-up during the period commencing from the closing and ending on the earlier to

occur of (i) twelve (12) months after the date of the closing and (ii) the date on which the closing price of common shares of New Oxus

equals or exceeds $12.00 per share (as adjusted to take into account any stock split, stock dividend, reverse stock split, recapitalization

or similar event) for any twenty (20) trading days within a thirty (30)-trading day period starting after the closing, and (B) fifty percent

(50%) of the Restricted Securities will be locked-up during the period commencing from the closing and ending on twelve (12) months after

the date of the closing, subject to certain specifications and exceptions.

On March 2, 2023, our shareholders approved an amendment

the Extension Amendment.

The Extension Amendment extends the date by which we must consummate our initial Business Combination from the

Termination Date, upon additional funds being deposited into the Company’s trust account to up to the Extended Date.

In connection with the shareholder vote to approve

the Extension Amendment, the holders of 15,300,532 Class A ordinary shares property exercised their right to redeem their shares for cash

at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $159.34 million, leaving

approximately $20.3 million in the trust account.

Our sponsor has agreed to loan the Company (i) the lesser of (a) an aggregate

of $180,000 or (b) $0.12 per public share that remain outstanding and is not redeemed in connection with the Extension plus (ii) the lesser

of (a) an aggregate of $60,000 or (b) $0.04 per public share that remain outstanding and is not redeemed in connection with the Extension

for each of the six subsequent calendar months commencing on June 8, 2023 (the “Extension Loan”), which amount will be deposited

into the Trust Account.

On March 3, 2023, our sponsor funded $200,000 through the Amended Note (as defined below), out of which $180,000

was deposited into the Trust Account as the initial deposit of the Extension Loan.

On March 15, 2023, our sponsor funded an additional $100,000 through the

Amended Note.

(a) Oxus will domesticate

and continue as a corporation existing under the laws of the Province of Ontario, Canada (the “ Continuance ” and, New

(b) on the closing date, Newco and Legacy Borealis will amalgamate in accordance with the terms of the Legacy Borealis Amalgamation,

with Amalco surviving the Legacy Borealis Amalgamation as a wholly-owned subsidiary of New Oxus;

and (c) on the closing date, immediately

following the Borealis Amalgamation, Amalco and New Oxus will amalgamate in accordance with the terms of the Borealis Amalgamation, with

Borealis Foods surviving the Borealis Amalgamation.

Borealis Foods will continue under the name “Borealis Foods Inc.”.

a more detailed discussion of the Business Combination Agreement, the Transaction, and the ancillary agreements, see the Current Report

on Form 8-K filed with the SEC on March 1, 2023.

At the extraordinary general meeting held on March 2, 2023 (the “ Extraordinary

General Meeting ”), our shareholders approved (1) a special resolution (the “ Extension Proposal ”) to amend

our Amended and Restated Memorandum and Articles of Association, as amended (the “ Oxus Charter ”) to extend the date

that we have to consummate a business combination from March 8, 2023 to December 8, 2023, or such earlier date as determined by our board

of directors (and (2) a special resolution (the “ Founder Share Amendment Proposal ”) to amend the Oxus Charter to provide

for the right of a holder of the Class B ordinary shares to convert into the Class A ordinary shares on a one-for-one basis prior to the

closing of a business combination at the election of such holder.

On December 5, 2023, in connection with the Second Extraordinary General

Meeting, the Company filed the Oxus Charter Amendment to extend the date by which the Company must consummate its initial business combination

from December 8, 2023 to June 8, 2024, or such earlier date as determined by the Company’s board of directors (the “ Extended

In connection with the votes to approve the Extension Proposal and the Founder Share Amendment Proposal, the holders

of 15,300,532 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price

of approximately $10.41 per share, for an aggregate redemption amount of approximately $159.34 million, leaving approximately $20.3 million

in the Trust Account.

On December 5, 2023, at the Second Extraordinary General Meeting, the holders of 9,837 Class A ordinary shares of

the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.20 per share, for

an aggregate redemption amount of approximately $0.11 million, leaving approximately $21.73 million in the Trust Account.

As of December

31, 2023, the Company had $21.92 million of marketable securities held in the Trust Account (including a deposit in transit of $0.05 million).

On the Closing Date, Borealis, the Company, and

Newco, consummated the Transaction, following the approval at an extraordinary general meeting of the shareholders of Oxus held on February

Conversion of Class B Ordinary Shares

On April 5, 2023, in accordance with the provisions

of the Oxus Charter, our Sponsor exercised its right to convert 1,500,000 shares of Class B ordinary shares, par value $0.0001 per share,

of the Company into 1,500,000 shares of Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis.

As of December 31, 2023, following conversion,

there were 6,552,131 ordinary shares of the Company issued and outstanding, consisting of 3,739,631 Class A ordinary shares (of which

1,939,631 shares are redeemable) and 2,812,500 Class B ordinary shares.

Results of Operations

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities from inception through December 31, 2022, were organizational activities and those

necessary to prepare for the Initial Public Offering, described below.

We do not expect to generate any operating revenues until after

the completion of our Business Combination.

We expect to generate non-operating income in the form of interest income on marketable securities

held after the Initial Public Offering.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting

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

generated any revenues through the balance sheet date.

Our only activities from February 3, 2021 (inception) through December 31, 2023, were related to the Company’s

formation and the Initial Public Offering, and since the offering, identifying and evaluating prospective acquisition targets for a Business

We do not expect to generate any operating revenues until after the completion of our Business Combination.

generate non-operating income in the form of interest income or dividend income on marketable securities held after the Initial Public

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses.

For the year ended December 31, 2023, we had a

net loss of $2.94 million, which consisted of dividend income of $2.20 million, interest income of $5,159, foreign exchange loss of $17,334

and operating expenses of $5.13 million.

For the year ended December 31, 2022, we had a

net loss of $0.30 million, which consisted of dividend income of $2.58 million, interest income of $4,010, foreign exchange gains of $1,073

offset by operating expenses of $2.89 million.

For the period from February 3, 2021 (inception) through

December 31, 2021, we had a net loss of $0.41 million, which consisted of dividend income of $3,964, offset by change in fair value over-allotment

liability of approximately $0.02 million, and operating expenses of $0.43 million.

and operating expenses of $2.89 million.

Liquidity and Going Concern

Until the consummation of the Initial Public Offering,

our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from the Sponsor.

On September 8, 2021, the Company consummated the

Initial Public Offering of 15,000,000 units, at a price of $10.00 per unit, generating gross proceeds of $150.00 million.

On September 8, 2021, the Company consummated

the Initial Public Offering of 15,000,000 units, at a price of $10.00 per unit, generating gross proceeds of $150.00 million.

Simultaneously

with the closing of the Initial Public Offering, we consummated the sale of 8,400,000 Private Warrants at a price of $1.00 per warrant

in a private placement to the sponsor and the underwriters, generating gross proceeds of $8.40 million.

in a private placement to Sponsor and the underwriters, generating gross proceeds of $8.40 million.

On September 13, 2021, the underwriters

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In connection with the underwriters’ full exercise of the over-allotment option, the Company issued an additional 900,000 Private

warrants at a price of $1.00 per warrant in a private placement to the sponsor and the underwriters, generating gross proceeds of $0.90

Warrants at a price of $1.00 per warrant in a private placement to Sponsor and the underwriters, generating gross proceeds of $0.90 million.

Following the Initial Public Offering and the

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costs, including $3.45 million of underwriting fees and $0.70 million of other offering costs.

For the year ended December 31, 2022, cash used in

operating activities was $2.11 million.

Net loss of $0.30 million was offset by the dividend received of $2.58 million and foreign exchange

gain of $1,073.

On August 10, 2023, Legacy Borealis entered

into a $25,000,000 financing agreement with a maturity date in July 2026.

Under this agreement, Borealis Foods (as successor-in-interest

to Legacy Borealis) has a $15,000,000 term facility which was used to pay off amounts outstanding under, and to terminate, a then existing

line of credit.

In addition to the term facility, Legacy Borealis entered into a $10,000,000 revolving line of credit.

The term facility

and the revolving line of credit are secured by liens on substantially all of the assets of Borealis Foods (as successor-in-interest to

Legacy Borealis) and its subsidiaries.

Interest is payable under the term facility and the revolving line of credit at the annual rate

of Prime + 4.75 % and Prime + 4.5%, respectively.

As of March 31, 2024, $15 million principal amount was outstanding under the term

facility and no principal amount was outstanding under the revolving line of credit.

2024, the Company completed its Business Combination, resulting in approximately $50.3 million of convertible debt converting into equity.

At the completion of the Business Combination, the Company had marketable securities in the Trust Account of $0.6 million.

The reduction

in Trust Account holdings resulted principally from shareholder redemptions.

The Company expects lower operating expenses in 2024 with

the completion of the merger.

For the year ended December 31, 2023, cash used in operating activities

was $2.34 million.

Net loss of $2.94 million which consisted of the dividend received of $2.20 million and foreign exchange loss of $17,334.

Changes in operating assets and liabilities provided $2.79 million of total cash for operating activities.

For the period from February 3, 2021 (inception)

through December 31, 2021, cash used in operating activities was $0.60 million.

Net loss of $0.41 million was offset by the dividend

received of $3,964.

For the year ended December 31, 2022, cash used

in operating activities was $2.11 million.

Net loss of $0.30 million which consisted of the dividend received of $2.58 million and foreign

exchange gain of $1,073.

Changes in operating assets and liabilities provided $0.78 million of total cash for operating activities.

As of December 31, 2022 and December 31, 2021, we

had marketable securities held in the trust account of $178.53 million and $175.95 million respectively.

We intend to use substantially

all of the funds held in the trust account, including any amounts representing interest earned on the trust account to complete our Business

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our 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.

As of December 31, 2022 and December 31, 2021, we

had cash of $0.68 million and $1.12 million outside of the trust account, respectively.

We intend to use the funds held outside the trust

account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel

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

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

In order to fund working capital deficiencies or finance

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

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

If we complete a Business Combination, we may repay such loaned

amounts out of the proceeds of the trust account released to us.

In the event that a Business Combination does not close, we may use a

portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would

be used for such repayment.

Going Concern

In connection with the Company’s

assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements – Going

Concern, the Company has until the Extended Date to consummate a Business Combination.

If a Business Combination is not consummated

by this date and an extension not requested by the sponsor, there will be a mandatory liquidation and subsequent dissolution of the

Although the Company intends to consummate a Business Combination on or before the Extended Date, it is uncertain that the

Company will be able to consummate a Business Combination by this time.

Management has determined that the liquidity condition,

coupled with the mandatory liquidation, should a Business Combination not occur, and an extension is not requested by the sponsor,

and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

Further to the extension of the Termination Date from March 8, 2023 to December 8, 2023, the Company’s plan is to complete a

Business Combination on or prior to December 8, 2023, however it is uncertain that the Company will be able to consummate a Business

Combination or obtain an extension by this time.

No adjustments have been made to the carrying amounts of assets or liabilities

should the Company be required to liquidate after December 8, 2023.

As of December 31, 2022, the Company had $0.68 million

in its operating bank account, $178.53 million of marketable securities held in the trust account to be used for a Business Combination

or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficiency of $1.58 million.

Until the consummation of a Business Combination,

the Company will be using the funds not held in the trust account for identifying and evaluating prospective acquisition candidates, performing

due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring,

negotiating and consummating the Business Combination.

The Company will need to raise additional capital

through loans or additional investments from its sponsor, shareholders, officers, directors, or third parties.

The Company’s officers,

directors and sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they

deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able

to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to

conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential

transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially

acceptable terms, if at all.

As of December 31, 2023, and December 31, 2022,

we had marketable securities held in the Trust Account of $21.92 million (including a deposit in transit of $0.05 million) and $178.53

million, respectively.

The reduction in Trust Account holdings resulted principally from shareholder

Based on its present business plan and taking

into account Borealis Foods’ working capital and cash anticipated to be generated through operations, Borealis Foods will require

additional capital to fund its anticipated funding needs through March 31, 2025.

The amount of additional capital required to fund Borealis

Foods through March 31, 2025 has been reduced as a result of a change in Borealis Foods’ business plan that reduced the need for

additional capital expenditures relating to the expansion of its production lines beyond the current four production lines.

Borealis Foods continues to seek additional financing.

There can be no assurance that such additional financing will be available to Borealis

Foods on terms acceptable to Borealis Foods or at all.

In the event Borealis Foods’ additional financing efforts are not successful,

Borealis Foods may seek to pursue alternatives which may include, among other things, scaling down research and development, business

develop investments, and global distribution expansion until such time that new capital has been secured..

Off-Balance Sheet Arrangements

We have no obligations, assets

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

We do not participate in transactions

that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which

would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet

financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

non-financial assets.

We have no obligations, assets, or liabilities,

which would be considered off-balance sheet arrangements as of December 31, 2023.

We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.

We have engaged EarlyBirdCapital,

and Sova Capital Limited as advisors in connection with our Business Combination to assist us in holding meetings with our shareholders

to discuss the potential Business Combination and the target business’ attributes, introduce us to potential investors that are

interested in purchasing our securities in connection with our initial Business Combination, assist us in obtaining shareholder approval

for the Business Combination and assist us with our press releases and public filings in connection with the Business Combination.

will pay EarlyBirdCapital, Inc.

and Sova Capital Limited a cash fee of up to an aggregate of $5.23 million for such services upon the

consummation of our initial Business Combination (exclusive of any applicable finders’ fees which might become payable);

that up to 25% of the fee may be allocated at our sole discretion to other Financial Industry Regulatory Authority members that assist

us in identifying or consummating an initial Business Combination.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of

contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

The Company has identified the following as its critical accounting policies:

We do not use derivative instruments

to hedge exposures to cash flow, market, or foreign currency risks.

We evaluate all of our financial instruments, including issued stock

purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant

to ASC 480 and ASC 815-15.

We account for the public warrants and private warrants

collectively (“warrants”), as either equity or liability-classified instruments based on an assessment of the specific terms

of the Warrants and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the Warrants

meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to our own ordinary shares

and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of issuance of the Warrants 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, such warrants are required to be recorded as a component of additional paid-in capital at the time

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

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

Changes in the estimated fair

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

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities, other than described below.

We have engaged the Underwriters as advisors in connection with our Business Combination to assist the Company in holding meetings with its shareholders

to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors

that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining

shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with

the Business Combination.

The Company will pay the Underwriters a cash fee for such services upon the consummation of

a Business Combination of $5.2 million that equals to 3.0% of the gross proceeds of Initial Public Offering (exclusive of any applicable

finders’ fees which might become payable).

Critical Accounting Estimates

The preparation of financial statements in conformity

with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities

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

the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the

estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management

considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Estimates made in preparing

these financial statements include, among other things, the fair value measurement of shares transferred by the Sponsor to independent

director nominees and fair value of shares to be transferred on completion of the Business Combination as per the Incentive agreements

entered by the Sponsor and officers of the Company.

Actual results could differ from those estimates.

We do not use derivative instruments to hedge

exposures to cash flow, market, or foreign currency risks.

We evaluate all of our financial instruments, including issued stock purchase

warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480

and ASC 815-15.

We account for the public warrants (the “Public

Warrants” and together with Private Warrants, collectively, the “Warrants”), as either equity or liability-classified

instruments based on an assessment of the specific terms of the Warrants and the applicable authoritative guidance in Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether

the Warrants are indexed to our own ordinary shares and whether the warrant holders could potentially require “net cash settlement”

in a circumstance outside of our control, among other conditions for equity classification.

This assessment, which requires the use of

professional judgment, is conducted at the time of issuance of the Warrants 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, such warrants are required to be recorded as a component of additional paid-in capital at

the time of issuance.

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

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

Changes in the estimated

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

We evaluated the

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Class A Ordinary Shares Subject to Possible

The Company accounts for its

Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities

from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are

measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

The Company accounts for its Class A ordinary

shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control

of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified

as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s

ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the

occurrence of uncertain future events.

Accordingly, as of December 31, 2022 and December 31, 2021, 17,250,000 shares of Class A ordinary

shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity

section of the Company’s balance sheets.

The Company’s ordinary shares

feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain

future events.

Accordingly, as of December 31, 2023 and December 31, 2022, 1,939,631 and 17,250,000 shares of Class A ordinary shares

subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section

of the Company’s balance sheets, respectively.

Net Loss Per Ordinary Share

We comply with accounting

and disclosure requirements FASB ASC, Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing

net loss by the weighted average number of ordinary shares outstanding during the period.

The Company applies the two-class method in

calculating earnings per share.

Accretion associated with the redeemable shares of Class A ordinary share is excluded from EPS as the

redemption value approximates fair value.

We comply with accounting and disclosure requirements of Financial

Accounting Standards Board Accounting Standard Codification, or FASB ASC, Topic 260, “Earnings Per Share.” Net loss per ordinary

share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period.

The Company applies

the two-class method in calculating earnings per share.

Re-measurement associated with the redeemable shares of Class A ordinary share

is excluded from EPS as the redemption value approximates fair value.

Recently Adopted Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, which

amends Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ ASU

ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction

and establishes new disclosure requirements for such equity securities.

The Company elected to early adopt ASU 2022-03 on July 1, 2023,

and applied the amendment in measuring fair value of shares to be transferred on closing of a business combination.

Recent Accounting Pronouncements

In August 2020, FASB issued

Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain

financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion

features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts

in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments

that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including

the requirement to use the if-converted method for all convertible instruments.

The provisions of ASU 2020-06

are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning

after December 15, 2020.

In August 2020, FASB issued Accounting Standards

Update (“ ASU ”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40) (“ ASU 2020-06 ”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible

instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed

to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement

to use the if-converted method for all convertible instruments.

The provisions of ASU 2020-06 are applicable for

fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15,

The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.

Management does not believe

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

financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting

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

FINANCIAL STATEMENTS AND

SUPPLEMENTARY DATA

This information appears following Item 16 of this Annual Report and

is included herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

In December 2023, the FASB issued ASU 2023-09,

“Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”, which requires disaggregated information about a reporting

entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and

decision usefulness of income tax disclosures.

This ASU will be effective for the annual period ending December 31, 2025.

is currently evaluating the timing and impacts of adoption of this ASU.

In June 2016, the FASB issued ASU 2016-12, “Financial

Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments”, which requires entities to measure

all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable

and supportable forecasts.

ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating

credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio.

The Company adopted the provisions

of this guidance with effect from January 1, 2023.

The adoption did not have a material impact on the Company’s consolidated financial

Management does not believe that any other recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Quantitative and Qualitative Disclosures

About Market Risk.

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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 7. Management’s Discussion and Analysis