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Item 7. Management’s Discussion and Analysis

2025-03-25 compared with 2024-04-16 · 265 added, 193 removed, 241 unchanged (66% of the section changed)

Management’s Discussion and

Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

References to the “Company,”

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and related notes included herein.

Cautionary Note Regarding Forward-Looking

All statements other than

statements of historical fact included in this Report including, without limitation, statements under this “Management’s Discussion

and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy

and the plans and objectives of management for future operations, are forward- looking statements.

When used in this Report, words such

as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions,

as they relate to us or the Company’s management, identify forward-looking statements.

Such forward-looking statements are based

on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.

Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed

in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s

behalf are qualified in their entirety by this paragraph.

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

our audited consolidated financial statements and the notes related thereto which are included in “Item 8.

Consolidated Financial

Statements and Supplementary Data” of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking

statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and

Risk Factor Summary,” “Item 1A.

Risk Factors” and elsewhere in this Annual Report on Form 10-K.

We are a blank check company

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Recent Developments

On March 24, 2023, in connection

with the votes to approve the March Extensions, the holders of 4,097,964 shares of common stock of the Company properly exercised their

right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of approximately

$42.6 million, leaving approximately $37.8 million in the trust account, based on the approximately $80.4 million held in the trust account,

as of March 22, 2023.

The Company and Continental

Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated March 24, 2023, by and

between Continental Stock Transfer & Trust Company and the Company allowing the Company to extend 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 Extension Payment

each additional one month extension in exchange for an Extension Note.

The period of time for the

Company to complete a business combination under its amended and restated certificate of incorporation has been further extended for a

period of six (6) months from March 30, 2023 to August 30, 2023 upon the deposit of $125,000 into the Trust Account on March 28, 2023,

April 27, 2023, May 26, 2023, June 29, 2023, August 1, 2023 and August 29, 2023 in accordance with the Company’s amended and restated

certificate of incorporation.

On September 29, 2023, 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 their right to redeem their shares for cash at a redemption price of approximately $10.79 per share, for an aggregate redemption

amount of $15.7 million, leaving $23.4 million in the trust account, based on the approximately $39.6 million held in the trust account

as of September 27, 2023 after the withdrawal of interest to be paid for taxes.

The Company and Continental

Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated September 29, 2023, by

and between Continental Stock Transfer & Trust Company and the Company (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”),

for no contribution to the trust account.

The period of time for the

Company to complete a business combination under its amended and restated certificate of incorporation has been further extended for a

period of nine (9) months from September 30, 2023 to June 30, 2024.

On October 9, 2023, the Company

received a letter (the “Notice”) from the Nasdaq Listing Qualifications department of Nasdaq Stock Market LLC (“Nasdaq”)

stating that the Company no longer complies with the requirements of Nasdaq Listing Rule 5450(a)(2) (the “Rule”) for continued

listing on Nasdaq.

Under the Rule, the Company is required to maintain at least 400 total holders (the “Total Holder Requirement”).

On November 12, 2023 the Company received an extension to regain compliance with the Rule on or before April 8, 2024.

As of April 5, 2024,

the Company has received e-mail confirmation from Nasdaq that the Total Holder Requirement deficiency has been cured, followed by a formal

confirmation from Nasdaq on April 11, 2024.

On October 16, 2023, the

board of directors (the “Board”) of the Company appointed Mr.

Andrew Switaj and Mr.

Dominik Michael Oggenfuss (each, a “New

Director”) as directors of the Company (the “Appointment”), effective immediately.

In connection with the Appointment,

the Board authorized the Company to enter into indemnity agreements with each New Director (the “Indemnity Agreements”).

Company and each New Director consented to and executed the Indemnity Agreements on October 16, 2023.

On November 10, 2023, the

Company issued a promissory note (the “Working Capital Note 4” and together with Working Capital Note 1, Working Capital Note

2 and Working Capital Note 3 (each as defined below), the “Working Capital Notes”) in the principal amount of $50,000 to the

Sponsor in exchange for cash for an aggregate total Working Capital Loan of $534,000 as of the date hereof.

Promissory Notes

On March 20, 2024, the Company

issued a promissory note (the “Working Capital Note 6”) in the principal amount of $373,737 to the Sponsor in exchange for

On June 28, 2024, the Company

issued a promissory note (the “Working Capital Note 7”) in the principal amount of $177,773 to the Sponsor in exchange for

On September 30, 2024,

the Company issued a promissory note (the “Working Capital Note 8”) in the principal amount of $192,069 to the Sponsor in

exchange for cash.

On December 31, 2024, the

Company issued a promissory note (the “Working Capital Note 5” and together with Working Capital Note 1, Working Capital Note

2, Working Capital Note 3, and Working Capital Note 4 (each as defined below), the “Working Capital Notes”) in the principal

amount of $15,000 to the Sponsor in exchange for cash for an aggregate total Working Capital Loan of $549,000 as of the date hereof.

Company issued a promissory note (the “Working Capital Note 9”) in the principal amount of $448,287 to the Sponsor in exchange

Merger Agreement, as Amended

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

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.

Ancillary Agreements

Company Equityholder

Support and Lock-up Agreement

As a condition and inducement

to WTMA’s willingness to enter into the Merger Agreement, William David Wilcox Jr.

(the “Company Equityholder”) executed

and delivered to WTMA a Support and Lock-up Agreement (the “Company Equityholder Support and Lock-Up Agreement”), dated as

of November 6, 2024, by and among the Company Equityholder, WTMA, the Sponsor, and the Company Minority Equityholders.

Pursuant to the

Company Equityholder Support and Lock-up Agreement, the Company Equityholder has agreed, among other things, (i) to vote in favor of the

adoption and approval, promptly following the time at which the registration statement on Form S-4 shall have been declared effective

and delivered or otherwise made available to WTMA stockholders, of the Merger Agreement and the Business Combination and (ii) not

to sell, transfer, convey or assign any Subject Shares (as defined in the Company Equityholder Support and Lock-Up Agreement) until such

time to be mutually agreed by the parties hereto after the Closing Date subject to the terms and conditions of the Company Equityholder

Support and Lock-up Agreement.

Sponsor Support and Lock-Up

As a condition and inducement

to the EM’s willingness to enter into the Merger Agreement, the Sponsor executed and delivered to EM a Sponsor Support and Lock-up

Agreement (the “Sponsor Support and Lock-up Agreement”), dated as of November 6, 2024, by and among the Sponsor, WTMA, EM

and the persons set forth on Schedule I thereto.

Pursuant to the Sponsor Support and Lock-Up Agreement, the Sponsor has agreed, among

other things, (i) to vote (whether pursuant to a duly convened meeting of the WTMA stockholders or pursuant to an action by written consent

of the WTMA stockholders) in favor of the adoption and approval, promptly following the time at which the registration statement on Form

S-4 shall have been declared effective and delivered or otherwise made available to WTMA stockholders, of the Merger Agreement and the

Business Combination and (ii) not to sell, transfer, convey or assign any shares of WTMA Common Stock until such time to be mutually agreed

by the parties thereto after the Closing subject to the terms and conditions of the Sponsor Support and Lock-up Agreement.

On November 14, 2024, WTMA

issued a press release announcing the execution of that certain Amended and Restated Agreement and Plan of Merger, dated as of November

6, 2024, as amended by the Amendment No.

1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, (the “Merger

Agreement”), by and among the WTMA, WTMA Merger Subsidiary LLC, a Delaware limited liability company and a direct wholly-owned subsidiary

of WTMA (“Merger Sub”), and Evolution Metals LLC, a Delaware limited liability company (“EM”), which amended and

restated that certain Agreement and Plan of Merger, dated as of April 1, 2024.

Pursuant to the Merger Agreement,

at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Business Combination”),

Merger Sub will merge with and into EM, with EM surviving as a wholly owned subsidiary of WTMA.

In connection with the Closing, WTMA intends

to change its name to Evolution Metals & Technologies Corp.

(such post-Closing entity is referred to as “New EM”).

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.

Results of Operations

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For the year ended December

31, 2023, we had a net loss of $54,322, which primarily consists of operating expenses of $2,022,981 and accrual of Delaware franchise

taxes of $200,000, offset by interest and dividend earned on marketable securities held in the Trust Account in total of $2,168,659.

31, 2024, we had a net loss of $899,927, which primarily consists of operating expenses of $1,428,060, franchise taxes of $154,785 and

a provision for income taxes of $125,950, partially offset by interest earned on cash held in the Trust Account in total of $808,868.

For the year ended December

31, 2022, we had a net loss of $2,390,719, which primarily consists of operating expenses of $3,131,190, Delaware franchise taxes of $200,000

and provision for income taxes of $180,688, offset by interest and dividend earned on marketable securities held in the Trust Account

in total of $1,121,159.

Liquidity and Capital

31, 2023, we had a net loss of $54,322, which primarily consists of operating expenses of $2,022,981 and accrual of Delaware franchise

taxes of $200,000, partially offset by interest and dividend earned on marketable securities held in the Trust Account in total of $2,168,659.

Liquidity, Capital Resources and Going Concern

On December 30, 2021, the

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The deferred underwriting fee payable of $2,704,690 is contingent upon the consummation

of a Business Combination by March 31, 2023, subject to the terms of the underwriting agreement.

of a Business Combination by September 30, 2023, subject to the terms of the Underwriting Agreement.

For the year ended December

31, 2024, cash used in operating activities was $1,459,263.

Net cash provided by investing activities was $12,320,164 mainly reflecting

cash withdrawn from trust account to pay franchise and income taxes and cash withdrawn from trust account in connection with redemption.

Net cash used in financing activities was $11,027,925 mainly reflecting proceeds from convertible promissory notes and working capital

loans entered into with the related party and redemption of common stock.

For the year ended December

31, 2023, cash used in operating activities was $1,347,387.

Net cash provided by investing activities was $58,044,586 and net cash used

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rights in connection with the Extension and proceeds from convertible promissory notes entered into with the Sponsor.

For the year ended December

31, 2022, cash used in operating activities was $976,306.

Net cash used in investing activities was $3,523,983 and net cash provided by

financing activities was $3,822,396 mainly reflecting the proceeds of our IPO and subsequent deposit into the trust account.

At December 31, 2024, we

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other acquisitions and pursue our growth strategies.

Through December 31, 2023, the Company had withdrawn $741,013 from the trust account

to pay franchise and income taxes and $58,351,987 from trust account in connection with redemption.

For the year ended December 31, 2024, the Company had $12,320,164 withdrawn from

the trust account in connection with redemption and to pay franchise and income taxes.

At December 31, 2024, we

had operating cash of $6,760, restricted cash of $161,449 (excess permitted withdrawal) outside of the trust account.

We have used and

intend to continue 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 connection with the issuance of the Extension Note on July 30, 2023, the Company’s

independent directors were informed that certain amounts of restricted cash had been used to make payments to vendors for services provided

to the Company, and were advanced to the Sponsor in order for the Sponsor to have sufficient liquidity to fund the Extension Note previously

announced by the Company on the Current Report on Form 8-K filed with the Securities

and Exchange Commission on May 30, 2023, resulting in an aggregate restricted cash deficiency of $142,851 as of June 30, 2023.

1, 2023, the proceeds of the Working Capital Note dated July 30, 2023, which have been funded by the Sponsor, were sufficient to replenish

the Company’s restricted cash level to $213,182.

Through December 31, 2023, the Company has withdrawn a total of $741,013 from the

Trust Account for taxes of which $579,564 was already utilized to pay for franchise and income taxes.

As of December 31, 2023 and 2022,

there is a restricted cash balance of $161,449 and $213,182 which will be utilized to pay the outstanding franchise and income taxes,

respectively.

had operating cash of $1,185, outside of the trust account.

We have used and intend to continue 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.

December 31, 2024, the Company has withdrawn a total of $841,386 from the Trust Account for taxes of which was already utilized to pay

for franchise and income taxes.

Through December 31, 2023, the Company has withdrawn a total of $741,013 from the Trust Account for taxes

of which $579,564 was already utilized to pay for franchise and income taxes.

As of December 31, 2024 and 2023, respectively, there is

a restricted cash balance of nil and $0 which were utilized to pay the outstanding franchise and income taxes.

For the year ended December

31, 2024 and 2023, amounts accrued and paid for interest and penalties related to franchise tax were $7,935 and $22,771, respectively.

We monitor the adequacy of

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However, there can be no assurance that the Company will be

able to consummate any Business Combination by June 30, 2024.

These consolidated financial statements do not include any adjustments relating

to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to

continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from its inability

to consummate a Business Combination or its inability to continue as a going concern.

able to consummate any Business Combination by December 31, 2024.

These consolidated financial statements do not include any adjustments

relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be

unable to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from its

inability to consummate a Business Combination or its inability to continue as a going concern.

Related Party Transactions

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On September 30, 2022, the

Company issued a first promissory note in the principal amount of $772,769 to the Sponsor in connection with the Extension.

Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial

business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion,

converted, in full or in part, upon consummation of the Company’s business combination into additional private units at a price

of $10.00 per unit.

Company issued a first promissory note (the “First Promissory Note”) in the principal amount of $772,769 to the Sponsor in

connection with the Extension.

The First Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon

consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to the Company’s

or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s business combination

into additional private units at a price of $10.00 per unit.

On December 30, 2022, the

Company issued a second promissory note in the principal amount of $772,769 to the Sponsor in connection with the Extension.

Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial

business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion,

converted, in full or in part, upon consummation of the Company’s business combination into additional private units at a price

of $10.00 per unit.

Company issued a second promissory note (the “Second Promissory Note”) in the principal amount of $772,769 to the Sponsor

in connection with the Extension.

The Second Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon

consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to the Company’s

or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s business combination

into additional private units at a price of $10.00 per unit.

On March 30, 2023, April

30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory notes to the Sponsor in connection

with the March Extensions (Third, Fourth, Fifth, Sixth, Seventh, and Eighth Promissory Note) in the principal amount of $125,000 for each

The Promissory Notes bear no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s

initial business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion,

converted, in full or in part, upon consummation of the Company’s business combination into additional private units at a price

of $10.00 per unit (the “Conversion”).

with the March Extensions (the “Third”, “Fourth”, “Fifth”, “Sixth”, “Seventh”,

and “Eighth” Promissory Notes) in the principal amount of $125,000 for each note.

The First Promissory Note together with

Second through Eighth Promissory Notes (collectively, the “Convertible Promissory Notes”).

The Convertible Promissory Notes

bear no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial business combination

out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full

or in part, upon consummation of the Company’s business combination into additional private units at a price of $10.00 per unit

(the “Conversion”).

On July 30, 2023, the Company

issued a promissory note (the “Working Capital Note 1”) in the principal amount of $84,000 to the Sponsor in exchange for

The Company drawn an additional $100 from this promissory note which resulted in a total outstanding amount of $84,100.

On August 30, 2023, the Company

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On December 29, 2023, the

Company issued a promissory note (the “Working Capital Note 5”) and together with Working Capital Note 1,2 3,4 and 5, the

“Working Capital Notes”) in the principal amount of $15,000 to the Sponsor in exchange for cash.

The Working Capital Notes

are a non-interest bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to close an initial

business combination unless there are funds available outside the trust account to do so.

Such Working Capital Notes would either be paid

upon consummation of the Initial Business Combination out of the proceeds of the Trust Account released to the Company or, at the Sponsor’s

discretion, converted, in full or in part, upon consummation of the Initial Business Combination into additional private units at a price

of $10.00 per unit.

Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total amounts for the Working

Capital Notes series not to exceed $1.5 million.

The promissory notes and

Working Capital Notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

Company issued a promissory note (the “Working Capital Note 5”) in the principal amount of $15,000 to the Sponsor in exchange

On March 20, 2024, the Company

issued a promissory note (the “Working Capital Note 6”) working capital promissory note to the Sponsor in the principal amount

of $373,737 in exchange for cash.

On June 28, 2024, the Company

issued a promissory note (the “Working Capital Note 7”) in the principal amount of $177,773 to the Sponsor in exchange for

On September 30, 2024,

the Company issued a promissory note (the “Working Capital Note 8”) in the principal amount of $192,069 to the Sponsor in

exchange for cash.

On December 31, 2024, the

Company issued a promissory note (the “Working Capital Note 9”) in the principal amount of $448,287 to the Sponsor in exchange

Working Capital Note 1, together

with Working Capital Notes 2, 3, 4,5,6,7, 8 and 9 the (hereinafter, collectively, the “Working Capital Notes”) are a non-interest

bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to close an initial business combination

unless there are funds available outside the trust account to do so.

Such Working Capital Notes would either be paid upon consummation

of the Initial Business Combination out of the proceeds of the Trust Account released to the Company or, at the Sponsor’s discretion,

converted, in full or in part, upon consummation of the Initial Business Combination into additional private units at a price of $10.00

Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total amounts for the Working Capital Notes

series not to exceed $2.5 million.

The Convertible Promissory

Notes and Working Capital Notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, convertible into private units of the post-Business Combination entity at a price of $10.00 per unit.

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does qualify as equity under ASC 815-40 as the exercise contingency is not based on an observable market or index unrelated to the issuer,

the instrument meets the fixed-for-fixed criteria under ASC 815-40-15, meets the

requirements for equity classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition of a derivative as it fails

the net settlement requirement.

Based on this analysis, the scope exception would apply, and the embedded conversion feature would fail

to satisfy the third bifurcation condition within ASC 815-15-25-1.

the instrument meets the fixed-for-fixed criteria under ASC 815-40-15, meets the requirements for equity classification pursuant to ASC

815-40-25-1 and 25-2 and does not meet the definition of a derivative as it fails the net settlement requirement.

Based on this analysis,

the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition within ASC

As of December 31, 2024 and

2022, there were $2,296,371 and $1,545,537, respectively, outstanding under the Promissory Notes.

2023, respectively, there was $2,296,371 outstanding under the Convertible Promissory Notes reported in Convertible promissory notes –

related party in the accompanying consolidated balance sheets.

As of December 31, 2024 and

2022, there were $549,100 and $0, respectively, outstanding under the Working Capital Notes.

In addition, on May 25, 2023,

the Sponsor issued a promissory note in the principal amount of $125,000 to the Company which the Company accounted for as a receivable

due from a related party.

The Promissory Note bears no interest, non-convertible and shall be payable on August 25, 2023 or earlier at

the Company’s discretion.

The Sponsor had drawn $124,166 under this note on May 26, 2023 and repaid a $25,000 on June 27, 2023 and

$99,166 on July 3, 2023.

As of December 31, 2023 there was no outstanding under the Promissory Note.

2023, respectively, there were $1,740,966 and $549,100 outstanding under the Working Capital Notes reported in Working capital loans –

related party in the accompanying consolidated balance sheets.

The Company’s independent

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issued Working Capital Note 1 in the principal amount of $84,000 to the Sponsor in exchange for cash.

The Company drawn an additional

$100 from this promissory note which resulted in a total outstanding amount of $84,100.

On August 30, 2023, the Company

5 unchanged sentences

On December 29, 2023, the

Company issued Working Capital Note 5and together with Working Capital Note 1,2 3,4 and 5, the “Working Capital Notes”) in

the principal amount of $15,000 to the Sponsor in exchange for cash.

Company issued Working Capital Note 5 in the principal amount of $15,000 to the Sponsor in exchange for cash.

On March 20, 2024, the Company

issued a Working Capital Note 6 in the principal amount of $373,737 to the Sponsor in exchange for cash.

On June 28, 2024, the Company

issued a Working Capital Note 7 in the principal amount of $177,773 to the Sponsor in exchange for cash.

On September 30, 2024, the

Company issued a Working Capital Note 8 in the principal amount of $192,069 to the Sponsor in exchange for cash.

On December 31, 2024, the

Company issued a Working Capital Note 9 in the principal amount of $448,287 to the Sponsor in exchange for cash.

As of December 31, 2024

and 2023, respectively, there was an aggregate of 2,296,371, outstanding under the Convertible Promissory Notes reported in Convertible

promissory notes – related party in the accompanying consolidated balance sheets.

As of December 31, 2024 and

2022, there were $2,296,371 and $1,545,537, respectively, outstanding under the Promissory Notes.

As of December 31, 2023 and 2022, there were $549,100

and $0, respectively, outstanding under the Working Capital Notes.

2023, respectively, there were amounts of $1,740,966 and $549,100, outstanding under the Working Capital Notes reported in Working capital

loans – related party in the accompanying consolidated balance sheets.

Factors That May Adversely Affect Our Results

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Common Stock Subject to Possible Redemption

We account for our common stock

subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at

Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control

of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary

We account for our common

stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480

“Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument

and is measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are

either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control)

is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

Our common stock features certain redemption rights

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

Accordingly, common stock subject

to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our consolidated balance

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common

stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable common

stock are affected by charges against additional paid in capital and accumulated deficit.

Our common stock features

certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our

consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value

of redeemable common stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount

of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Net Loss per Share of Common Stock

The Company computes loss per

share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted loss per

share on the face of the statement of operations.

The Company’s public common shares have a redemption right, which differ from

the common shares that the sponsors hold.

Accordingly, the Company has effectively two classes of shares, which are referred to as public

common shares and Founder Shares.

The Company computes loss

per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted loss

per share on the face of the statement of operations.

The Company’s public common shares have a redemption right, which differ

from the common shares that the sponsors hold.

Accordingly, the Company has effectively two classes of shares, which are referred to

as public common shares and Founder Shares.

Income and losses are shared pro rata between the two classes of shares.

Net loss per share is computed

by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common

stock subject to forfeiture by the Sponsor.

At December 31, 2023, the Company did not have any dilutive securities and/or other contracts

that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

diluted loss per share is the same as basic loss per share for the period presented.

Net loss per share

is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares

of common stock subject to forfeiture by the Sponsor.

At December 31, 2024, the Company did not have any dilutive securities and/or other

contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

Critical Accounting Estimates

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Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective,

accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

In December 2023, the FASB

issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure

of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure

requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s

management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In November 2023, the FASB

issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require

disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer

decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment

profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses

the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable

segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

As of December 31, 2024, this ASU became effective and our management adopted this ASU in our

financial statements and related disclosures.

Management does not believe

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

accompanying consolidated financial statements.

Quantitative and Qualitative Disclosures

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F-1 through F-28 comprising a portion of this Report, which are incorporated herein by reference.

Changes in and Disagreements with

Accountants on Accounting and Financial Disclosure.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure.

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