What changed in this filing

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Item 1. Business

2025-03-25 compared with 2024-04-16 · 386 added, 298 removed, 593 unchanged (54% of the section changed)

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incorporated under the laws of the State of Delaware on May 27, 2021.

We were formed for the purpose of effecting a merger, stock exchange,

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

this Report as our “initial business combination.”

Although there is no restriction

or limitation on what industry or geographic region our target operates in, we have pursued and will continue to pursue prospective targets

that are in the Technology Metals and ETMs sectors;

however the geographic region of our search for a prospective target will not include

China or the special administrative regions of Hong Kong or Macau and we will not undertake our initial business combination with any

entity with its principal business operations in China (including Hong Kong and Macau).

We were formed for the purpose of effectuating a merger, stock exchange,

asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer

to throughout this Report as our “initial business combination.” We have neither engaged in any operations nor generated any

revenue to date.

Based on our business activities, we are a “shell company” as defined under the Exchange Act because we have

no operations and nominal assets consisting almost entirely of cash.

In evaluating potential businesses

and assets for an initial business combination, we, together with our management team and the Sponsor, considered acquisition candidates

across various industry categories.

Although our efforts to identify a prospective target business were not limited to a particular industry,

we had a focus on operating businesses in the technology metals and energy transition metals sectors.

Our efforts excluded the geographic

region of China and the special administrative regions of Hong Kong and Macau or companies with their principal business operations in

China, Hong Kong or Macau.

Initial Public Offering

On December 30, 2021, we

consummated our initial public offering of 7,500,000 units.

Each unit consists of one share of common stock, and one right of the Company,

with each right entitling the holder thereof to receive one-tenth of one share of common stock.

The units were sold at a price of $10.00

per unit, generating gross proceeds of $75,000,000.

Simultaneously with the closing

of the initial public offering, we completed the private sale of an aggregate of 347,500 units to our sponsor at a purchase price of $10.00

per private placement unit, generating gross proceeds of $3,475,000.

On January 14, 2022, Chardan

exercised the option to purchase up to 1,125,000 additional units to cover over-allotments (the “over-allotment units”) in

part and purchased 227,686 over-allotment units, which were sold at an offering price of $10.00 per over-allotment unit, generating gross

proceeds of $2,276,860.

Simultaneously with the sale of the over-allotment units, the Company consummated a private sale of an additional

4,554 private placement units to the sponsor, generating gross proceeds of $45,540.

On December 30, 2021, WTMA

consummated the IPO of 7,500,000 Units, at a price of $10.00 per unit, generating gross proceeds of $75.00 million, and a concurrent private

placement with the Sponsor of 347,500 WTMA Units at a price of $10.00 per unit, generating gross proceeds of $3.47 million.

Unit consists of one share of WTMA Common Stock and one WTMA Right, with each WTMA Right entitling the holder thereof to receive one-tenth

of one share of WTMA Common Stock.

On January 14, 2022, pursuant to the underwriter’s exercise of the over-allotment option in part,

WTMA consummated the sale of an additional 227,686 WTMA units, at $10.00 per unit, generating gross proceeds of $2.27 million, and a concurrent

private placement with the Sponsor of 4,554 WTMA Units at a price of $10.00 per unit, generating gross proceeds of $45,540.

$77.27 million from the net proceeds of the sale of the WTMA Units in the IPO and the sale of the private units was placed in the U.S.-based

trust account with Continental, acting as trustee.

WTMA’s certificate

of incorporation provided that it had nine months from the closing of the IPO, or until September 30, 2022, to complete an initial business

On September 27, 2022, WTMA announced the approval and extension of the time period to consummate a business combination

from September 30, 2022 until December 30, 2022 and the approval of the issuance of a convertible, non-interest bearing, unsecured promissory

note in the aggregate principal amount of $772,768 to the Sponsor in order to fund such extension.

Such amount was placed into the trust

account on September 27, 2022.

Subsequently, on December 27, 2022, WTMA announced the approval and extension of the time period to consummate

a business combination from December 30, 2022 until March 30, 2023 and the approval of the issuance of an additional convertible, non-interest

bearing, unsecured promissory note in the aggregate principal amount of $772,768 to the Sponsor in order to fund such extension.

amount was placed into the trust account on December 27, 2022.

Subsequently, on March 24, 2023, WTMA held a special meeting in connection

with the votes to approve the March 2023 extension, allowing WTMA to extend the time period to consummate a business combination on a

monthly basis from March 30, 2023 to September 30, 2023 by contributing $125,000 to the trust for each month of extension.

In connection

with the extension from March 30, 2023 to September 30, 2023, WTMA issued six promissory notes in the principal amount of $125,000 to

the Sponsor, the promissory notes are convertible, non-interest bearing, and unsecured.

Subsequently, on September 29, 2023, WTMA held

another special meeting in connection with the votes to approve the September 2023 extension, allowing WTMA to extend the time period

to consummate a business combination from September 30, 2023 to June 30, 2024 without any additional contribution to the trust.

on June 28, 2024, WTMA held a special meeting in connection with the votes to approve the June 2024 extension, allowing WTMA to extend

further the time period to consummate a business combination from June 30, 2024 to June 30, 2025.

Prior to the consummation

of the IPO on December 30, 2021, neither WTMA, nor anyone on its behalf, contacted any prospective target business or had any substantive

discussions, formal or otherwise, with respect to any potential business combination transaction with WTMA.

After the completion of its

IPO and consistent with WTMA’s business purpose, WTMA’s directors and management team commenced an active, targeted search

for an initial set of potential business combination targets, leveraging the Sponsor’s network of relationships and intimate knowledge

of the private company marketplace, as well as the prior experience and network of WTMA’s directors and management team.

A total of $77,276,860, comprised

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placed in the trust account maintained by Continental, acting as trustee.

The units, common stock and rights are currently

listed on NASDAQ under the symbols “WTMAU,” “WTMA” and “WTMAR”, respectively.

As of December 31, 2024, $12,257,933 remains in the trust account.

On January 7, 2025, WTMA’s

securities were suspended and delisted from the Nasdaq Stock Market LLC (“Nasdaq”).

WTMA’s public units and public stock

(each, as defined herein) are currently quoted on the Pink market under the symbols “WTMAU” and “WTMA,” respectively,

and public rights (as defined herein) are currently quoted on the OTCQB under the symbol “WTMAR.”

It is the job of our sponsor

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managing supply chains of bulk commodities.

Initially, we must complete our initial business combination by March 30, 2023, 15 months

from the closing of our initial public offering.

Merger Agreement

On January 25, 2024, the Company

issued a press release to announce that it had entered into a non-binding letter of intent with a target in the critical materials space

(the “Target”) for a potential business combination.

There can be no assurance that a definitive agreement will be entered

into or that the proposed transaction will be consummated.

On March 22, 2024, the Company

held a special meeting of its stockholders (the “special meeting”).

In connection with the votes to approve the Extensions,

the stockholders approved the proposal to amend (the “Charter Amendment”) the Company’s Charter by allowing the Company

to extend (the “Extension”) the date by which it has to consummate a business combination (the “Combination Period”)

for up to an additional six months, from March 30, 2023 to up to September 30, 2023, by depositing into the trust account (the “trust

account”) $125,000 for each additional one month extension (the “Extension Payment”) in exchange for a non-interest

bearing, unsecured promissory note, convertible at the option of the holder, in full or in part, into units at a price of $10.00 per unit,

which units will be identical to the private placement units issued in connection with

the initial public offering of the Company’s units and repayable upon closing of a business combination (the “Extension Note”).

On September 29, 2023, the

Company held a special meeting of its stockholders.

The stockholders approved the proposal to amend (the “Charter Amendment”)

the Company’s charter by allowing the Company to extend the Combination Period with a target for up to an additional nine months,

from September 30, 2023, to up to June 30, 2024 and proposal to amend the Trust Agreement, allowing the Company to extend the Combination

Period for up to an additional nine months, from September 30, 2023, to up to June 30, 2024 (the “Trust Amendment” and together

with the Charter Amendment, the “September Extensions”), for no contribution to the trust account.

In connection with the

votes to approve the September Extensions, the holders of 1,456,871 shares of common stock of the Company properly exercised and did not

reverse, their right to redeem their shares for cash at a redemption price of $10.79 per share, for an aggregate redemption amount of

$15.7 million, leaving approximately $23.4 million in the trust account after the withdrawal of interest to be paid for taxes.

initial business combination is not consummated by June 30, 2024, then our existence will terminate, and we will distribute all amounts

in the trust account.

issued a press release to announce that it had entered into a binding letter of intent with Evolution Metals LLC, a Delaware company (“EM”

or the “Target”), for a potential business combination.

On April 1, 2024, the Company

entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, the Merger Sub, and EM.

the terms and subject to the conditions set forth in this Merger Agreement, the Company, Merger Sub and the EM (Merger Sub and EM sometimes

being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into EM, with EM

being the surviving corporation in the Merger.

The Merger shall be consummated in accordance with the Merger Agreement and shall be evidenced

by a certificate of merger with respect to the Merger (as so filed, the “Merger Certificate”), executed by the Constituent

Corporations in accordance with the relevant provisions of the Delaware General Corporation Law (“DGCL”), Upon consummation

of the Merger, the separate corporate existence of Merger Sub shall cease and EM, as the surviving corporation of the Merger (hereinafter

the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of the Company.

The Company will immediately be renamed Evolution Metals & Technologies Corp.

On November 6, 2024, the Company

entered an Amended and Restated Agreement and Plan of Merger amending the Agreement and Plan of Merger, dated as of April 1, 2024.

On November 11, 2024 WTMA

entered into an Amendment No.

1 to the Merger Agreement, amending and restating certain defined terms in the Merger Agreement and the

corresponding consideration schedule in the Company Disclosure Schedule, to clarify that US NewCo will be a holder of membership interests

in EM following the proposed merger that is part of the Business Combination.

On February 10, 2025 WTMA

entered into an Amendment No.

2 to the Merger Agreement restating certain recitals and defined terms in the Merger Agreement and the corresponding

consideration schedule in the Company Disclosure Schedule, clarifying the amount of Company Membership Units to be received by Korea NewCo

and US NewCo in connection with the transactions contemplated by the Merger Agreement.

Further, the Amendment No.

2 amended and restated

certain provisions of the Merger Agreement such that the New EM board of directors after the Closing will consist of six (6)

directors, which shall initially include six (6) director nominees designated by EM and reasonably acceptable to WTMA, insofar as those

nominees are elected to the New EM board of directors.

Finally, the Amendment No.

2 replaced the form of the Amended and Restated Certificate

of Incorporation to be filed immediately following the Effective Time with the form attached as Exhibit A to the Amendment No.

CMR Merger Agreement

On February 10, 2025, as part

of the series of transactions contemplated by the Business Combination, WTMA entered into an Agreement and Plan of Merger (the “ CMR

Merger Agreement ”), by and among WTMA, Critical Mineral Recovery, Inc., a Missouri corporation (“ CMR ”), and

the other parties thereto, pursuant to which CMR will be merged out of existence and into a wholly owned subsidiary of WTMA.

Pursuant to the CMR Merger

Agreement, the sole shareholder of CMR shall receive (A) 22,500,000 shares of New EM common stock, (B) cash in an amount of $125,000,000

and (C) cash in an amount up to $50,000,000 to be used to repay CMR’s indebtedness.

The CMR Merger Agreement contains

customary representations and warranties by the parties.

Certain of the representations are subject to specified exceptions and qualifications

contained in the CMR Merger Agreement or in information provided pursuant to certain disclosure schedules to the CMR Merger Agreement.

The closing of the CMR Merger

Agreement is subject to the closing of the other transactions that are part of the Business Combination and other customary closing conditions.

The consummation of the other transactions that are part of the Business Combination are conditioned on the consummation of the transactions

contemplated by the CMR Merger Agreement.

Our Business Strategy and Acquisition Criteria

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As the CEO and COO of both

WTMAC and Welsbach Holdings Pte Ltd, our approach to ESG is conduct business that ensures our commercial relationships are balanced and

Our business at WTMAC as well as Welsbach Holdings Pte Ltd is guided by the United Nations Global Compact and directed by

WTMA and Welsbach Holdings Pte Ltd, our approach to ESG is conduct business that ensures our commercial relationships are balanced and

Our business at WTMA as well as Welsbach Holdings Pte Ltd is guided by the United Nations Global Compact and directed by

the UN Sustainable Development Goals.

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reducing fossil fuels, and optimizing water use.

In both WTMAC and Welsbach Holdings Pte Ltd we adhere to UN Sustainable Development Goals #7 “Affordable And Clean

Energy”, #8 “Decent Work And Economic Growth”, #9 “Industry Innovation and Infrastructure”, #13 “Climate

Action”, and #17 “Partnerships For The Goals”.

In both WTMA and Welsbach Holdings Pte Ltd we adhere to UN Sustainable Development Goals

#7 “Affordable And Clean Energy”, #8 “Decent Work And Economic Growth”, #9 “Industry Innovation and Infrastructure”,

#13 “Climate Action”, and #17 “Partnerships For The Goals”.

We believe in having our

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Daniel Mamadou is the CEO

of WTMAC and also an executive director of Welsbach Holdings Pte Ltd;

he has honed his capital markets skills over 20 years initially

as a derivatives structurer at Bank of Mitsubishi and Deutsche Bank in London, and then as a Debt and Equity Capital Markets officer at

Goldman Sachs in London, Deutsche Bank in Singapore and Nomura holdings in Hong Kong.

of WTMA and also an executive director of Welsbach Holdings Pte Ltd;

he has honed his capital markets skills over 20 years initially as

a derivatives structurer at Bank of Mitsubishi and Deutsche Bank in London, and then as a Debt and Equity Capital Markets officer at Goldman

Sachs in London, Deutsche Bank in Singapore and Nomura holdings in Hong Kong.

During this period, Mr.

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Christopher Clower is the

COO of WTMAC, and also an executive director of Welsbach Holdings Pte Ltd.

COO of WTMA, and also an executive director of Welsbach Holdings Pte Ltd.

Christopher sits on a number of boards in South East Asia companies,

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of managing supply chains of bulk commodities.

Prior to WTMAC, Daniel Mamadou founded and led Talaxis, the Technology Metals division

of Noble Group Holdings.

Prior to WTMA, Daniel Mamadou founded and led Talaxis, the Technology Metals division of

Noble Group Holdings.

Noble Group Holdings is an Asia-based independent energy products and industrial raw materials supply chain manager.

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and network of advisors

WTMAC’s senior management

WTMA’s senior management

benefits from the support and assistance of independent board members and a network of advisors that have a proven track record in identifying,

evaluating and negotiating with businesses and companies in the sectors that are relevant for WTMAC.

evaluating and negotiating with businesses and companies in the sectors that are relevant for WTMA.

A strong emphasis on diversity and

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of mergers and acquisitions as well as disciplines related to geology and mining sectors.

Effecting a Business Combination

Effectuating a Business Combination

A business combination may

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If we decide to enter into a business combination with a target business that is affiliated with

our insiders, we will do so only if we have obtained an opinion from an independent investment banking firm that the business

combination is fair to our unaffiliated stockholders from a financial point of view.

However, as of the date of this Report, there is

no affiliated entity that we consider a business combination target.

our insiders, we will do so only if we have obtained an opinion from an independent investment banking firm that the business combination

is fair to our unaffiliated stockholders from a financial point of view.

However, as of the date of this Report, there is no affiliated

entity that we consider a business combination target.

If any of our officers or

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By completing our business combination with only a single entity, our lack of diversification may:

● subject us to negative economic, competitive, and regulatory developments, any or all of which may have a substantial adverse impact

on the particular industry in which we operate after our initial business combination;

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

● subject us to negative economic,

competitive, and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which

we operate after our initial business combination;

● cause us to depend on the marketing

and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s

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Although we closely scrutinize

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

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

The future role of members of our management

team, if any, in the target business, cannot presently be stated with any certainty.

Consequently, members of our management team may

not become a part of the target’s management team, and the future management may not have the necessary skills, qualifications or

abilities to manage a public company.

Further, it is also not certain whether one or more of our directors will remain associated in some

capacity with us following our initial business combination.

the management of a prospective target business when evaluating the desirability of effectuating our initial business combination with

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

The future role of members of our

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

Consequently, members of our management

team may not become a part of the target’s management team, and the future management may not have the necessary skills, qualifications

or abilities to manage a public company.

Further, it is also not certain whether one or more of our directors will remain associated in

some capacity with us following our initial business combination.

Moreover, members of our management team may not have significant experience

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although we will attempt to primarily use our equity as transaction consideration.

If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion

from an independent investment banking firm with respect to the satisfaction of such criteria.

We will also obtain a fairness opinion

from an independent investment banking firm before consummating a business combination with an entity affiliated with any of our officers,

directors or insiders.

If we are no longer listed on Nasdaq, we will not be required to satisfy the 80% test.

If our board is not able to independently determine

the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm with

respect to the satisfaction of such criteria.

We will also obtain a fairness opinion from an independent investment banking firm before

consummating a business combination with an entity affiliated with any of our officers, directors or insiders.

If we are no longer listed

on Nasdaq, we will not be required to satisfy the 80% test.

We anticipate structuring

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legal reasons, we will:

● permit stockholders to convert their shares in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act,

which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

● file proxy materials with the SEC.

● permit stockholders to convert

their shares in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules, and

● file proxy materials with the

In the event that we seek

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combination was structured, any stockholder approval requirement could be satisfied by obtaining the approval of either (i) a majority

of the shares of our common stock that were voted at the meeting (assuming a quorum was present at the

meeting), or (ii) a majority of the outstanding shares of our common stock.

Because our insiders collectively beneficially own approximately

51.2% of our issued and outstanding shares of common stock and as a result of the insider’s agreement to vote in favor of a business

combination, unless otherwise required by applicable law, regulation or stock exchange rules, in addition to the founder shares, we would

need no public shares sold in the initial public offering to be voted in favor of an initial business combination.

of the shares of our common stock that were voted at the meeting (assuming a quorum was present at the meeting), or (ii) a majority of

the outstanding shares of our common stock.

Because our insiders collectively beneficially own approximately 65.3% of our issued and

outstanding shares of common stock and as a result of the insider’s agreement to vote in favor of a business combination, unless

otherwise required by applicable law, regulation or stock exchange rules, in addition to the founder shares, we would need no public shares

sold in the initial public offering to be voted in favor of an initial business combination.

Stockholders May Not Have the Ability to

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

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

● any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons

collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and

the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more;

● the issuance or potential issuance of common stock will result in our undergoing a change of control.

● we issue shares of common stock

that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding;

● any of our directors, officers

or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater

interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance

of common stock could result in an increase in outstanding common shares or voting power of 5% or more;

● the issuance or potential issuance

of common stock will result in our undergoing a change of control.

In connection with any proposed

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applicable time period, if at all.

Public stockholders may therefore have to until March 30, 2023 in order to be able to receive a pro

Public stockholders may therefore have to until June 30, 2025 in order to be able to receive a pro

rata share of the trust account.

Permitted Purchases of our Securities

In the event we seek stockholder approval of our

initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender

offer rules, our sponsor, directors, officers, or their respective affiliates may purchase shares or rights in privately negotiated transactions

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

There is no limit on the number

of shares such persons may purchase.

However, they have no current commitments, plans or intentions to engage in such transactions and

have not formulated any terms or conditions for any such transactions.

In the event our sponsor, directors, officers, or their respective

affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business combination, such purchases

could have the effect of influencing the vote necessary to approve such transaction.

None of the funds in the trust account will be used

to purchase shares or rights in such transactions.

They will not make any such purchases when they are in possession of any material non-public

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

Such a purchase may

include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial

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

We have adopted an insider trading policy which will require

(i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public

information and (ii) to clear all trades with our legal counsel prior to execution.

We cannot currently determine whether our insiders

will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the

timing and size of such purchases.

Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1

plan or determine that such a plan is not necessary.

In the event that our sponsor, directors, officers,

or their respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected

to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the

Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine

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

The purpose of such purchases would be to (i) vote

such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business

combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain

amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.

In the event we seek stockholder

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

to the tender offer rules, our sponsor, directors, officers, or their respective affiliates may purchase shares or rights in privately

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

no limit on the number of shares such persons may purchase.

However, they have no current commitments, plans or intentions to engage in

such transactions and have not formulated any terms or conditions for any such transactions.

In the event our sponsor, directors, officers,

or their respective affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business

combination, such purchases could have the effect of influencing the vote necessary to approve such transaction.

None of the funds in

the trust account will be used to purchase shares or rights in such transactions.

They will not make any such purchases when they are

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

the Exchange Act.

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

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

Subsequent to the consummation

of business combination, we will adopt an insider trading policy which will require insiders to:

(i) refrain from purchasing shares during

certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our

legal counsel prior to execution.

We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1

plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases.

such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

In the event that our sponsor,

directors, officers, or their respective affiliates purchase shares in privately negotiated transactions from public stockholders who

have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections

to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender

offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

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

with such rules.

The purpose of such purchases

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

of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net

worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise

The purpose of any such purchases of rights could be to reduce the number of rights, or underlying securities, outstanding.

This may result

in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public

“float” of our common stock may be reduced and the number of beneficial holders of our securities may be reduced, which may

make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

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

In addition, if such purchases

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

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

Our sponsor, directors, officers,

or their respective affiliates anticipate that they may identify the stockholders with whom our sponsor, directors, officers, or their

respective affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of

redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination.

To the extent that our sponsor, directors, officers, or their respective affiliates enter into a private purchase, they would identify

and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust

account or vote against the business combination.

Such persons would select the stockholders from whom to acquire shares based on the

number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of

The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive

if it elected to redeem its shares in connection with our initial business combination.

Our sponsor, directors, officers, or their respective

affiliates anticipate that they may identify the stockholders with whom our sponsor, directors, officers, or their respective affiliates

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

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

To the extent that our sponsor,

directors, officers, or their respective affiliates enter into a private purchase, they would identify and contact only potential selling

stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business

Such persons would select the stockholders from whom to acquire shares based on the number of shares available, the negotiated

price per share and such other factors as any such person may deem relevant at the time of purchase.

The price per share paid in any such

transaction may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection

with our initial business combination.

Our sponsor, directors, officers, or their respective affiliates will only purchase shares if such

purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our sponsor, directors, officers,

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

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

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

Rule 10b-18 has certain technical requirements that must be complied with in order for the

safe harbor to be available to the purchaser.

Our sponsor, directors, officers, or their respective affiliates will not make purchases

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

affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities

Any purchases by our sponsor,

directors, officers, or their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be

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

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

Rule 10b-18 has certain technical requirements that must be complied with in

order for the safe harbor to be available to the purchaser.

Our sponsor, directors, officers, or their respective affiliates will not

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

Conversion Rights

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on the business combination to deliver his or her shares if he or she wishes to seek to exercise his or her conversion rights.

Under Delaware law and

our bylaws, we are required to provide at least 10 days’ advance notice of any stockholder meeting, which would be the minimum amount

of time a public stockholder would have to determine whether to exercise conversion rights.

Under Delaware

law and our bylaws, we are required to provide at least 10 days’ advance notice of any stockholder meeting, which would be the minimum

amount of time a public stockholder would have to determine whether to exercise conversion rights.

There is a nominal cost associated

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Liquidation if No Business Combination

Unless we submit and our stockholders approve an

extension, if the Business Combination (or combination with another target business) is not completed by the Liquidation Date, such condition

will trigger our automatic winding up, liquidation and dissolution pursuant to the terms of the Charter.

As a result, this has the same

effect as if we had formally gone through a voluntary liquidation procedure under the DGCL.

Accordingly, no vote would be required

from our stockholders to commence such a voluntary winding up, liquidation and dissolution.

The amount in the trust account (less approximately

$228 representing the aggregate nominal par value of the common stock as of December 31, 2023) under the DGCL will be treated as a share

premium which is distributable under the DGCL provided that immediately following the date on which the proposed distribution is proposed

to be made, we are able to pay our debts as they fall due in the ordinary course of business.

If we are forced to liquidate the trust

account, we anticipate that we would distribute to our stockholders the amount in the trust account calculated as of the date that is

two (2) business days prior to the distribution date (including any accrued interest) including interest earned on the funds held

in the trust account, and not previously released to us to pay our taxes, divided by the number of then outstanding public stock, subject

to certain limitations.

Prior to such distribution, we would be required to assess all claims that may be potentially brought against

it by its creditors for amounts they are actually owed and make provision for such amounts, as creditors take

priority over our shareholders with respect to amounts that are owed to them.

We cannot assure you that it will properly assess all claims

that may be potentially brought against it.

The current extension date

by which we must consummate the Business Combination is June 30, 2025.

Unless we submit and our stockholders approve an extension, if

the Business Combination (or combination with another target business) is not completed by the Liquidation Date, such condition will trigger

our automatic winding up, liquidation and dissolution pursuant to the terms of the Charter.

As a result, this has the same effect as if

we had formally gone through a voluntary liquidation procedure under the DGCL.

Accordingly, no vote would be required from our stockholders

to commence such a voluntary winding up, liquidation and dissolution.

The amount in the trust account

(less approximately $228 representing the aggregate nominal par value of the common stock as of December 31, 2024) under the DGCL will

be treated as a share premium which is distributable under the DGCL provided that immediately following the date on which the proposed

distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business.

If we are forced

to liquidate the trust account, we anticipate that we would distribute to our stockholders the amount in the trust account calculated

as of the date that is two (2) business days prior to the distribution date (including any accrued interest) including interest earned

on the funds held in the trust account, and not previously released to us to pay our taxes, divided by the number of then outstanding

public stock, subject to certain limitations.

Prior to such distribution, we would be required to assess all claims that may be potentially

brought against it by its creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority

over our shareholders with respect to amounts that are owed to them.

We cannot assure you that it will properly assess all claims that

may be potentially brought against it.

As such, our stockholders could potentially be liable for any claims of creditors to the extent

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account or that a court would conclude that such agreements are legally enforceable.

The Sponsor and our directors and officers have

agreed to waive their rights to participate in any liquidation of the trust account or other assets with respect to any of our common

stock held by them and to vote their common stock in favor of any dissolution and plan of distribution which we submit to a vote of stockholders.

The Sponsor and our directors

and officers have agreed to waive their rights to participate in any liquidation of the trust account or other assets with respect to

any of our common stock held by them and to vote their common stock in favor of any dissolution and plan of distribution which we submit

to a vote of stockholders.

No consideration was received by such persons in respect of such waiver.

There will be no distribution from the trust account with respect

to the Rights, which will expire worthless.

If we are unable to complete the Business Combination

and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account and without taking into account

interest, if any, earned on the trust account, the per-share distribution from the trust account would be approximately $10.94 based on

the value of the trust account as of December 31, 2023.

The proceeds deposited in the trust account could,

however, become subject to the claims of our creditors which would be prior to the claims of the public stockholders.

Although we have

obtained and will continue to seek to have all vendors, including lenders for money borrowed, prospective target businesses or other entities

we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account

for the benefit of our stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements

that they would be prevented from bringing claims against the trust account, including but not limited to, fraudulent inducement, breach

of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order

to gain an advantage with a claim against our assets, including the funds held in the trust account.

The Sponsor has agreed that it will be liable to

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

we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (a) $10.00 per

our common stock (or such higher amount then held in trust) or (b) such lesser amount per our common stock 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, except as to any claims by a third party who executed a waiver of any and all rights to seek access

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

liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,

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

Additionally, if we are forced to file

a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account

could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties

with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure

you it will be able to return to our stockholders at least $10.00 per public stock (or such higher amount then held in trust).

Because we will not be complying with Section 280,

Section 281(b) of the DGCL requires it to adopt a plan, based on facts known to us at such time that will provide for our payment

of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution.

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

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

prospective target businesses.

There will be no distribution from

the trust account with respect to the Rights, which will expire worthless.

If we are unable to complete

the Business Combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account and without

taking into account interest, if any, earned on the trust account, the per-share distribution from the trust account would be approximately

$11.32 based on the value of the trust account as of December 31, 2024.

The proceeds deposited in

the trust account could, however, become subject to the claims of our creditors which would be prior to the claims of the public stockholders.

Although we have obtained and will continue to seek to have all vendors, including lenders for money borrowed, prospective target businesses

or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held

in the trust account for the benefit of our stockholders, there is no guarantee that they will execute such agreements or even if they

execute such agreements that they would be prevented from bringing claims against the trust account, including but not limited to, fraudulent

inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver,

in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account.

The Sponsor has agreed that

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

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

(a) $10.00 per our common stock (or such higher amount then held in trust) or (b) such lesser amount per our common stock 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, except as to any claims by a third party who executed a waiver of any and all

rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain

liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable

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

Additionally, if

we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held

in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims

of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we

cannot assure you it will be able to return to our stockholders at least $10.00 per public stock (or such higher amount then held in trust).

Because we will not be complying

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

our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our

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

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

etc.) or prospective target businesses.

If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders

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distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.

We cannot assure you that we will properly assess all claims that may be potentially brought against

As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no

more) and any liability of our stockholders may extend beyond the third anniversary of such date.

Furthermore, if the pro rata portion

of our trust account distributed to our public stockholders upon the redemption of our public stock in the event we do not complete our

initial business combination within the allotted time period is not considered a liquidating distribution under Delaware law and such

redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims

of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a

liquidating distribution.

We cannot assure you that we will properly assess all claims that may be potentially brought against us.

As such, our stockholders could

potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders

may extend beyond the third anniversary of such date.

Furthermore, if the pro rata portion of our trust account distributed to our public

stockholders upon the redemption of our public stock in the event we do not complete our initial business combination within the allotted

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

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

redemption distribution, instead of three years, as in the case of a liquidating distribution.

Certificate of Incorporation

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Specifically, our certificate of incorporation provides, among other things, that:

● prior to the consummation of our initial business combination, we shall either (1) seek stockholder approval of our initial business

combination at a meeting called for such purpose at which public stockholders may seek to convert their shares of common stock, regardless

of whether they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust

account, net of taxes payable, or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer

(and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit

in the trust account, net of taxes payable, in each case subject to the limitations described herein;

● we will consummate our initial business combination only if public stockholders do not exercise conversion rights in an amount that

would cause our net tangible assets to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted

in favor of the business combination;

● if our initial business combination is not consummated within 9 months of the closing of our initial public offering, then our existence

will terminate, and we will distribute all amounts in the trust account to all of our public holders of shares of common stock;

● upon the consummation of our initial public offering and the partial exercise of the underwriter’s over-allotment option, $77,276,860

was placed into the trust account;

● we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar transaction prior to our initial business combination;

● prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof

to (i) receive funds from the trust account or (ii) vote on any initial business combination.

● prior to the consummation of

our initial business combination, we shall either (1) seek stockholder approval of our initial business combination at a meeting called

for such purpose at which public stockholders may seek to convert their shares of common stock, regardless of whether they vote for or

against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust account, net of taxes

payable, or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid

the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account,

net of taxes payable, in each case subject to the limitations described herein;

● we will consummate our initial

business combination only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets

to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in favor of the business combination;

● if our initial business combination

is not consummated within 9 months of the closing of our initial public offering, then our existence will terminate, and we will distribute

all amounts in the trust account to all of our public holders of shares of common stock;

● upon the consummation of our

initial public offering and the partial exercise of the underwriter’s over-allotment option, $77,276,860 was placed into the trust

● we may not consummate any other

business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior

to our initial business combination;

● prior to our initial business

combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the

trust account or (ii) vote on any initial business combination.

Potential Revisions to Agreements with Insiders

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In particular:

● Restrictions relating to liquidating the trust account if we failed to consummate a business combination in the time-frames specified

above could be amended, but only if we allowed all stockholders to redeem their shares in connection with such amendment;

● Restrictions relating to our insiders being required to vote in favor of a business combination or against any amendments to our organizational

documents could be amended to allow our insiders to vote on a transaction as they wished;

● The requirement of members of the management team to remain our officer or director until the closing of a business combination could

be amended to allow persons to resign from their positions with us if, for example, the current management team was having difficulty

locating a target business and another management team had a potential target business;

● The restrictions on transfer of our securities could be amended to allow transfer to third parties who were not members of our original

management team;

● The obligation of our management team to not propose amendments to our organizational documents could be amended to allow them to

propose such changes to our stockholders;

● The obligation of insiders to not receive any compensation in connection with a business combination could be modified in order to

allow them to receive such compensation;

● The requirement to obtain a valuation for any target business affiliated with our insiders, in the event it was too expensive to do

● Restrictions relating to liquidating

the trust account if we failed to consummate a business combination in the time-frames specified above could be amended, but only if

we allowed all stockholders to redeem their shares in connection with such amendment;

● Restrictions relating to our

insiders being required to vote in favor of a business combination or against any amendments to our organizational documents could be

amended to allow our insiders to vote on a transaction as they wished;

● The requirement of members

of the management team to remain our officer or director until the closing of a business combination could be amended to allow persons

to resign from their positions with us if, for example, the current management team was having difficulty locating a target business

and another management team had a potential target business;

● The restrictions on transfer

of our securities could be amended to allow transfer to third parties who were not members of our original management team;

● The obligation of our management

team to not propose amendments to our organizational documents could be amended to allow them to propose such changes to our stockholders;

● The obligation of insiders

to not receive any compensation in connection with a business combination could be modified in order to allow them to receive such compensation;

● The requirement to obtain a

valuation for any target business affiliated with our insiders, in the event it was too expensive to do so.

Except as specified above,

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Such changes could

● Our having an extended period of time to consummate a business combination (although with less in trust as a certain number of our

stockholders would certainly redeem their shares in connection with any such extension);

● Our insiders being able to vote against a business combination or in favor of changes to our organizational documents;

● Our operations being controlled by a new management team that our stockholders did not elect to invest with;

● Our insiders receiving compensation in connection with a business combination;

● Our insiders closing a transaction with one of their affiliates without receiving an independent valuation of such business.

● Our having an extended period

of time to consummate a business combination (although with less in trust as a certain number of our stockholders would certainly redeem

their shares in connection with any such extension);

● Our insiders being able to

vote against a business combination or in favor of changes to our organizational documents;

● Our operations being controlled

by a new management team that our stockholders did not elect to invest with;

● Our insiders receiving compensation

in connection with a business combination;

● Our insiders closing a transaction

with one of their affiliates without receiving an independent valuation of such business.

We will not agree to any

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and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours.

Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or

through affiliates.

Many of these entities are well established and have extensive experience identifying and effectuating business combinations directly

or through affiliates.

Many of these competitors possess greater technical, human and other resources than us and our financial resources

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be viewed favorably by certain target businesses:

● our obligation to seek stockholder approval of our initial business combination or engage in a tender offer may delay the completion

of a transaction;

● our obligation to convert shares of common stock held by our public stockholders may reduce the resources available to us for our

initial business combination;

● our obligation to pay the deferred underwriting discounts to the underwriters upon consummation of our initial business combination;

● our obligation to either repay working capital loans that may be made to us by our insiders or their affiliates;

● our obligation to register the resale of the founder shares, as well as the private units (and underlying securities) and any shares

issued to our insiders or their affiliates upon conversion of working capital loans;

● the impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending

on developments involving us prior to the consummation of a business combination.

● our obligation to seek stockholder

approval of our initial business combination or engage in a tender offer may delay the completion of a transaction;

● our obligation to convert shares

of common stock held by our public stockholders may reduce the resources available to us for our initial business combination;

● our obligation to pay the deferred

underwriting discounts to the underwriters upon consummation of our initial business combination;

● our obligation to either repay

working capital loans that may be made to us by our insiders or their affiliates;

● our obligation to register

the resale of the founder shares, as well as the private units (and underlying securities) and any shares issued to our insiders or their

affiliates upon conversion of working capital loans;

● the impact on the target business’

assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the

consummation of a business combination.

Any of these factors may

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business with significant growth potential on favorable terms.

If we succeed in effecting our initial business

If we succeed in effectuating our initial business

combination, there will be, in all likelihood, intense competition from competitors of the target business.

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We do not intend to have any full time employees prior to the consummation of our initial business

Periodic Reporting and Audited Financial

Periodic Reporting and Audited Financial Statements

We have registered our units,

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We are 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,

or the JOBS Act.

As such, we are eligible to 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, or the Sarbanes-Oxley Act, reduced disclosure

obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding

a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the

prices of our securities may be more volatile.

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to 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, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our

periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation

and stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107

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

What changed 10-K

Item 1. Business