What changed in this filing

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Item 1. Business

2024-04-16 compared with 2023-02-21 · 807 added, 668 removed, 84 unchanged (95% of the section changed)

are a blank check company 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.”

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).

Public Offering

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.

January 14, 2022, Chardan exercised the option to purchase up to 1,125,000 additional units to cover over-allotments 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.

total of $77,276,860, comprised of proceeds from the initial public offering (including the over-allotment) and proceeds of the sale

of the private placement units was placed in the trust account maintained by Continental, acting as trustee.

units, common stock and rights are currently listed on NASDAQ under the symbols “WTMAU,” “WTMA” and “WTMAR”,

respectively.

is the job of our sponsor and management team to complete our initial business combination.

Our management team is led by Daniel Mamadou,

our Chief Executive Officer, John Stanfield, our Chief Financial Officer, and Christopher Clower, our Chief Operating Officer, who have

many years of experience in managing supply chains of bulk commodities.

We must complete our initial business combination by March 30,

2023, 15 months from the closing of our initial public offering.

If our initial business combination is not consummated by March 30,

2023, then our existence will terminate, and we will distribute all amounts in the trust account.

Business Strategy and Acquisition Criteria

Decarbonization,

the shift to alternative energy sources from carbon-based energy systems, has become a central component of economic plans for governments

and private sector companies in markets throughout the world.

We are a blank check company

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).

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.

A total of $77,276,860, comprised

of proceeds from the initial public offering (including the over-allotment) and proceeds of the sale of the private placement units was

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.

It is the job of our sponsor

and management team to complete our initial business combination.

Our management team is led by Daniel Mamadou, our Chief Executive Officer,

John Stanfield, our Chief Financial Officer, and Christopher Clower, our Chief Operating Officer, who have many years of experience in

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.

On March 24, 2023, 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.

Our Business Strategy and Acquisition Criteria

Decarbonization, the shift

to alternative energy sources from carbon-based energy systems, has become a central component of economic plans for governments and private

sector companies in markets throughout the world.

We are positioned to help drive and benefit from this energy transition.

Zero” policies, the promotion of holistic energy systems with zero net carbon emissions, are increasingly a goal of most major

economic blocs.

This trend creates a major opportunity and a supportive backdrop for companies and enterprises that foster and participate

in the production of carbon-neutral energy systems and infrastructure.

to Goldman Sachs, the European Union Green Deal is estimated to channel more than $12 trillion of investment in clean energy infrastructure

If these types of policies are adopted, the manner in which energy is produced will be transformed.

Buildings and real estate

in general will be upgraded and transportation will undergo a dramatic change.

“Net Zero” policies,

the promotion of holistic energy systems with zero net carbon emissions, are increasingly a goal of most major economic blocs.

creates a major opportunity and a supportive backdrop for companies and enterprises that foster and participate in the production of carbon-neutral

energy systems and infrastructure.

According to Goldman Sachs,

the European Union Green Deal is estimated to channel more than $12 trillion of investment in clean energy infrastructure by 2050.

these types of policies are adopted, the manner in which energy is produced will be transformed.

Buildings and real estate in general

will be upgraded and transportation will undergo a dramatic change.

By now, all major economies have embraced the energy transition.

European Union Green Deal recently implemented a more aggressive target to reduce greenhouse gas emissions by at least 50% by 2030.

EU Green Deal has a specific focus on hydrogen power and offshore wind.

has also pledged to achieve net zero carbon status by 2060, pledging $16 trillion to cleantech infrastructure investments by 2060 via

renewables, green hydrogen, carbon capture nuclear energy and hydropower.

the United States, lawmakers and regulators are also following suit.

The European Union Green

Deal recently implemented a more aggressive target to reduce greenhouse gas emissions by at least 50% by 2030.

The EU Green Deal has a

specific focus on hydrogen power and offshore wind.

China has also pledged to

achieve net zero carbon status by 2060, pledging $16 trillion to cleantech infrastructure investments by 2060 via renewables, green hydrogen,

carbon capture nuclear energy and hydropower.

In the United States, lawmakers

and regulators are also following suit.

In May 2021, for example, California and the U.S.

federal government

announced an agreement to open up areas of the Pacific Coast to the first commercial wind energy farms in an effort to promote decarbonization.

response to these initiatives, new sources of metals and materials will need to be developed in order to feed the supply chains of de-carbonization

technologies and renewable energy.

We call these metals and materials “Technology Metals,” “techmetals” or “Energy

Transition Metals” (ETMs).

We intend to focus our search for our initial business combination on the Technology Metals and ETMs

will be needed for the refurbishment of factories, infrastructure to help the automotive industry transition away from combustion and

the efficient storage of intermittent sources of energy such as wind and solar.

Welsbach is focused on the development of supply chains

to meet this surge in ETMs demand.

the transition to electric vehicles, we expect a rise in the prices of ETMs, including certain rare earth elements (REEs), lithium, cobalt,

graphite, manganese, nickel, vanadium, copper and aluminum.

federal government announced an agreement to

open up areas of the Pacific Coast to the first commercial wind energy farms in an effort to promote decarbonization.

In response to these initiatives,

new sources of metals and materials will need to be developed in order to feed the supply chains of de-carbonization technologies and

renewable energy.

We call these metals and materials “Technology Metals,” “techmetals” or “Energy Transition

Metals” (ETMs).

We intend to focus our search for our initial business combination on the Technology Metals and ETMs markets.

ETMs will be needed for the

refurbishment of factories, infrastructure to help the automotive industry transition away from combustion and the efficient storage of

intermittent sources of energy such as wind and solar.

Welsbach is focused on the development of supply chains to meet this surge in ETMs

Through the transition to

electric vehicles, we expect a rise in the prices of ETMs, including certain rare earth elements (REEs), lithium, cobalt, graphite, manganese,

nickel, vanadium, copper and aluminum.

Current supply chains are not calibrated to handle this increase in demand.

Creating, investing and supporting new supply chains for Technology Metals is the “raison d’être” of Welsbach.

North America, ETMs supply chains are underdeveloped as compared with Asia.

According to a report commissioned by the United States Department

of Energy on rare earth magnets, there is “little time for North American supply chain developers to move to action on economically

U.S-based mine-to-magnet technologies to rebalance the supply chain away from China’s dominance.”

report identifies the mid-stream and downstream segments of the rare earths supply chain as having significant gaps in the areas of magnet

manufacturing processes, magnet powder composites, recycling technologies and environmental mitigation.

The situation is similar for

nickel, cobalt, lithium and vanadium.

Creating, investing

and supporting new supply chains for Technology Metals is the “raison d’être” of Welsbach.

In North America, ETMs supply

chains are underdeveloped as compared with Asia.

According to a report commissioned by the United States Department of Energy on rare

earth magnets, there is “little time for North American supply chain developers to move to action on economically U.S-based mine-to-magnet

technologies to rebalance the supply chain away from China’s dominance.”

The report identifies the

mid-stream and downstream segments of the rare earths supply chain as having significant gaps in the areas of magnet manufacturing processes,

magnet powder composites, recycling technologies and environmental mitigation.

The situation is similar for nickel, cobalt, lithium and

We expect a significant ramp up of U.S.

investment in ETMs and Technology Metals sectors over the

coming years as the Biden administration advances its own net zero carbon policy.

Welsbach Holdings Pte Ltd, Daniel Mamadou, our CEO, and Chris Clower, our COO, invest in and support companies that are part of the global

supply chain of Technology Metals.

Welsbach Holdings Pte Ltd operates across the entire supply chain of Technology Metals and ETMs in

many geographies globally.

Business Combination Opportunity

coming dominance of renewables will place further pressure on the already strained ETMs supply chains.

Easy monetary policy and zero

carbon policies have created the right setting to accelerate the transition away from fossil fuels.

New supply chains will need to be

created to accommodate the growth in demand for technology metals.

are critical to the shift away from fossil fuels as the world gradually transitions to renewable and sustainable energy sources.

vehicle batteries utilize technology metals such as cobalt, lithium, manganese, nickel, graphite and vanadium.

Neodymium, praseodymium,

dysprosium and terbium are also critical rare earth technology metals, and are widely used in magnet composition, with applications that

range from tiny electric motors to rotor-less drives used in wind turbines.

Traditionally,

the demand for these metals has been a fraction of the demand for major base metals consumption such as copper.

Despite their critical

nature, ETMs have historically been obtained as by-products of other metals mining activities.

The rise of renewables, the de-carbonization

of the grid, and the transition to electric vehicles is putting pressure on the ETMs supply chains, driving a fundamental transformation

of the Technology Metals supply chains.

believe prices of Technology Metals and ETMs will increase, as demand increases more than supply going forward.

There is a long lead

time to bring new mining projects from discovery to production and the metallurgical and chemical midstream processes required can be

capital intensive.

the regulations designed to address climate change act as catalysts for the Technology Metals sector, we expect renewable sources of

energy to continue to increase their share of the energy mix across the largest economies globally.

With the resulting expansion in demand

for battery storage solutions and electric motors, we also expect supply chains to be reconfigured in order to withstand shocks such

as pandemics and to provide more diversity of suppliers and to protect access to critical metals and materials.

From the perspective

of North American and European consumption, we expect this supply chain reconfiguration to include an emphasis on moving midstream activities

currently located in Asia to European and American based operations.

Approach to Environmental and Social Governance

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 sustainable.

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

and directed by the UN Sustainable Development Goals.

We have a climate strategy that focuses on investing in and supporting energy efficient

supply chains, 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”.

believe in having our core values implemented by our partners and business counterparties.

Integrity, sustainability and accountability

are the primary tenets which guide our activity.

We believe that businesses must serve the purposes of society and as such, we strongly

endorse activities that foster economic growth, while positively impacting the environment.

an organization committed to transitioning to a low carbon future, we deploy our resources in supply chains that support renewable energy.

By facilitating the sourcing and distribution of metals and materials that are critical to the clean energy transition, we fulfil our

goal of becoming the partner of choice for technology metals supply chain stakeholders and participants.

Whether lithium or nickel for

batteries, graphite for anode material, or neodymium for the production of permanent magnets, we strive to create reliable, efficient

and resilient supply chains that deliver the highest quality product at the right time.

We also ensure that our chains can withstand

sudden shocks and disruptions.

an organization committed to good governance and social benefits, our sponsor is a participant in the United Nations Global Compact,

and as such we publish our policies regarding labor rights, anti-bribery, environmental as well as our conflict mineral policies.

keep our personnel accountable to respect human rights and labor standards and to ensure that environmental protection is front and center

in our activities.

We collaborate with our joint venture partners and our business counterparties to promote the best in class governance

procedures and systems.

Competitive Advantage

team is composed of professionals that have expertise in in private equity investments, portfolio management, corporate restructuring,

metals and mining, physical commodity trading, supply chain management and logistics.

investment in ETMs and Technology Metals sectors over the coming years as the Biden

administration advances its own net zero carbon policy.

Through Welsbach Holdings

Pte Ltd, Daniel Mamadou, our CEO, and Chris Clower, our COO, invest in and support companies that are part of the global supply chain

of Technology Metals.

Welsbach Holdings Pte Ltd operates across the entire supply chain of Technology Metals and ETMs in many geographies

Our Business Combination

The coming dominance of renewables

will place further pressure on the already strained ETMs supply chains.

Easy monetary policy and zero carbon policies have created the

right setting to accelerate the transition away from fossil fuels.

New supply chains will need to be created to accommodate the growth

in demand for technology metals.

ETMs are critical to the

shift away from fossil fuels as the world gradually transitions to renewable and sustainable energy sources.

Electric vehicle batteries

utilize technology metals such as cobalt, lithium, manganese, nickel, graphite and vanadium.

Neodymium, praseodymium, dysprosium and terbium

are also critical rare earth technology metals, and are widely used in magnet composition, with applications that range from tiny electric

motors to rotor-less drives used in wind turbines.

Traditionally, the demand

for these metals has been a fraction of the demand for major base metals consumption such as copper.

Despite their critical nature, ETMs

have historically been obtained as by-products of other metals mining activities.

The rise of renewables, the de-carbonization of the

grid, and the transition to electric vehicles is putting pressure on the ETMs supply chains, driving a fundamental transformation of the

Technology Metals supply chains.

We believe prices of Technology

Metals and ETMs will increase, as demand increases more than supply going forward.

There is a long lead time to bring new mining projects

from discovery to production and the metallurgical and chemical midstream processes required can be capital intensive.

As the regulations designed

to address climate change act as catalysts for the Technology Metals sector, we expect renewable sources of energy to continue to increase

their share of the energy mix across the largest economies globally.

With the resulting expansion in demand for battery storage solutions

and electric motors, we also expect supply chains to be reconfigured in order to withstand shocks such as pandemics and to provide more

diversity of suppliers and to protect access to critical metals and materials.

From the perspective of North American and European consumption,

we expect this supply chain reconfiguration to include an emphasis on moving midstream activities currently located in Asia to European

and American based operations.

Our Approach to Environmental

and Social Governance

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

the UN Sustainable Development Goals.

We have a climate strategy that focuses on investing in and supporting energy efficient supply chains,

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”.

We believe in having our

core values implemented by our partners and business counterparties.

Integrity, sustainability and accountability are the primary tenets

which guide our activity.

We believe that businesses must serve the purposes of society and as such, we strongly endorse activities that

foster economic growth, while positively impacting the environment.

As an organization committed

to transitioning to a low carbon future, we deploy our resources in supply chains that support renewable energy.

By facilitating the sourcing

and distribution of metals and materials that are critical to the clean energy transition, we fulfil our goal of becoming the partner

of choice for technology metals supply chain stakeholders and participants.

Whether lithium or nickel for batteries, graphite for anode

material, or neodymium for the production of permanent magnets, we strive to create reliable, efficient and resilient supply chains that

deliver the highest quality product at the right time.

We also ensure that our chains can withstand sudden shocks and disruptions.

As an organization committed

to good governance and social benefits, our sponsor is a participant in the United Nations Global Compact, and as such we publish our

policies regarding labor rights, anti-bribery, environmental as well as our conflict mineral policies.

We keep our personnel accountable

to respect human rights and labor standards and to ensure that environmental protection is front and center in our activities.

We collaborate

with our joint venture partners and our business counterparties to promote the best in class governance procedures and systems.

Our Competitive Advantage

Our team is composed of professionals

that have expertise in in private equity investments, portfolio management, corporate restructuring, metals and mining, physical commodity

trading, supply chain management and logistics.

Our specific competitive strengths are:

in capital markets and financing solutions

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.

Experience in capital

markets and financing solutions

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.

During this period, Mr.

led multiple fundraising projects for a wide range of companies and financial institutions in Europe, North Asia, Australia and Japan.

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

Christopher sits on a number of boards in South

East Asia companies, including Malacca Trust Pte Ltd, a holding company in Singapore which owns the top asset management company in Indonesia.

He spent 11 years at Merrill Lynch and raised over $4 billion of capital in the resources space.

Mamadou led multiple fundraising

projects for a wide range of companies and financial institutions in Europe, North Asia, Australia and Japan.

Christopher Clower is the

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

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

including Malacca Trust Pte Ltd, a holding company in Singapore which owns the top asset management company in Indonesia.

years at Merrill Lynch and raised over $4 billion of capital in the resources space.

Prior to this, Mr.

Clower was Managing

Director and Head of Corporate Finance in Merrill Lynch for South East Asia.

Christopher also worked at Deutsche Bank (1997 - 1998) and

Bankers Trust (1994 - 1997).

in acquisition and development of natural resource assets

Mamadou and his team have been actively sourcing, analyzing, and investing in Technology Metals and ETMs markets since 2015.

up his knowledge of the entire supply chain of ETMs and rare earths from upstream projects to junior mining, to the midstream refining

sector and the downstream industrial applications including neodymium and praseodymium metals and permanent magnets and recycling systems.

As the founder and Executive Director of the Talaxis Group, the Techmetals division within Noble Group, Daniel Mamadou invested approximately

Clower was Managing Director and

Head of Corporate Finance in Merrill Lynch for South East Asia.

Christopher also worked at Deutsche Bank (1997 - 1998) and Bankers Trust

(1994 - 1997).

Experience in acquisition

and development of natural resource assets

Daniel Mamadou and his team

have been actively sourcing, analyzing, and investing in Technology Metals and ETMs markets since 2015.

He has built up his knowledge

of the entire supply chain of ETMs and rare earths from upstream projects to junior mining, to the midstream refining sector and the downstream

industrial applications including neodymium and praseodymium metals and permanent magnets and recycling systems.

As the founder and Executive

Director of the Talaxis Group (“Talaxis”), the Techmetals division within Noble Group, Daniel Mamadou invested approximately

$22.8 million of Noble Group internal capital to acquire equity stakes in seven Technology Metals companies and achieved a weighted average

3 unchanged sentences

) in two years for himself and his investors.

in supply chain and logistics

team has a track record of managing supply chains of bulk commodities.

Prior to WTMAC, 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.

Experience in supply chain

and logistics

The team has a track record

of managing supply chains of bulk commodities.

Prior to WTMAC, 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.

Noble Group has operations in more than 50 countries and more than 35 years of experience in Asia.

While leading

Talaxis, Daniel invested in and developed projects related to Technology Metals, with a special focus on rare earth elements.

instrumental in establishing a network of supply chain partners in the upstream and midstream segments.

Mamadou’s range of

activities involved the sourcing, marketing, processing, supplying, financing and transporting of energy transition metals and materials,

with a particular focus on projects related to battery-grade and electric vehicle materials such as nickel, lithium, graphite, and vanadium

in various worldwide locations to cover the entire supply chain.

As the founder and Executive Director of Talaxis, Daniel Mamadou invested

approximately $22.8 million of Noble Group internal capital to acquire equity stakes in seven Techmetals companies and achieved a weighted

average deal level multiple of invested capital of 5.6x with 75.3% IRR over an investment period of slightly more than 3 years.

board members and network of advisors

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.

emphasis on diversity and skills has been made regarding the composition of the board, with the inclusion of independent directors that

are competent in the fields of mergers and acquisitions as well as disciplines related to geology and mining sectors.

a Business Combination

business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but

which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking

a public offering itself.

While leading Talaxis, Daniel invested

in and developed projects related to Technology Metals, with a special focus on rare earth elements.

He was instrumental in establishing

a network of supply chain partners in the upstream and midstream segments.

Mamadou’s range of activities involved the sourcing,

marketing, processing, supplying, financing and transporting of energy transition metals and materials, with a particular focus on projects

related to battery-grade and electric vehicle materials such as nickel, lithium, graphite, and vanadium in various worldwide locations

to cover the entire supply chain.

As the founder and Executive Director of Talaxis, Daniel Mamadou invested approximately $22.8 million

of Noble Group internal capital to acquire equity stakes in seven Techmetals companies and achieved a weighted average deal level multiple

of invested capital of 5.6x with 75.3% IRR over an investment period of slightly more than 3 years.

Independent board members

and network of advisors

WTMAC’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.

A strong emphasis on diversity and

skills has been made regarding the composition of the board, with the inclusion of independent directors that are competent in the fields

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

Effecting a Business Combination

A business combination may

involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish

a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself.

These include time delays, significant expense, loss of voting control and compliance with various U.S.

and state securities laws.

In the alternative, we may seek to consummate a business combination with a company that may be in its early

stages of development or growth.

While we may seek to effect simultaneous business combinations with more than one target business, we

will probably have the ability, as a result of our limited resources, to effect only a single business combination.

are not presently engaged in, and we will not engage in, any substantive commercial business until we complete the Business Combination

with WaveTech or another target business.

of Target Businesses

business candidates may be brought to our attention from various unaffiliated sources, including investment bankers, venture capital

funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.

Target businesses

may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings which will

not commence until after the completion of our initial public offering.

These sources may also introduce us to target businesses they

think we may be interested in on an unsolicited basis, since many of these sources will have read the prospectus in connection with our

initial public offering or this Report and know what types of businesses we are targeting.

Our officers and directors, as well as their

respective affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts

as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

We may engage

the services of professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s

fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

In no event, however, will any of our existing insiders, special advisors or any entity with which they are affiliated, be paid any finder’s

fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business

combination (regardless of the type of transaction).

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.

any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity

to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination

opportunity to such entity prior to presenting such business combination opportunity to us.

All of our officers, directors and director

nominees currently have certain relevant pre-existing fiduciary duties or contractual obligations.

of Business Diversification

an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely

on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with

multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business.

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

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

Federal and state securities laws.

In the alternative, we may seek to consummate a business combination with a company that may be in its early stages of development or

While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability,

as a result of our limited resources, to effect only a single business combination.

We are not presently engaged

in, and we will not engage in, any substantive commercial business until we complete the Business Combination.

Sources of Target Businesses

Target business candidates

may be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity

funds, leveraged buyout funds, management buyout funds and other members of the financial community.

Target businesses may be brought

to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings which will not commence until

after the completion of our initial public offering.

These sources may also introduce us to target businesses they think we may be interested

in on an unsolicited basis, since many of these sources will have read the prospectus in connection with our initial public offering or

this Report and know what types of businesses we are targeting.

Our officers and directors, as well as their respective affiliates, may

also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal

or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

We may engage the services of professional

firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting fee or

other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

In no event, however,

will any of our existing insiders, special advisors or any entity with which they are affiliated, be paid any finder’s fee, consulting

fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination

(regardless of the type of transaction).

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.

If any of our officers or

directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she

has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such

entity prior to presenting such business combination opportunity to us.

All of our officers, directors and director nominees currently

have certain relevant pre-existing fiduciary duties or contractual obligations.

Lack of Business Diversification

For an indefinite period

of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance

of a single business.

Unlike other entities that have the resources to complete business combinations with multiple entities in one or

several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in

a single line of business.

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.

Limited Ability to Evaluate the Target’s

Management Team

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.

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

or knowledge relating to the operations of the particular target business.

Our key personnel may not remain in senior management or advisory

positions with the combined company.

The determination as to whether any of our key personnel will remain with the combined company will

be made at the time of our initial business combination.

Following our initial business

combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

We may not have

the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary

to enhance the incumbent management.

Fair Market Value of Target Business

Pursuant to the rules of

the Nasdaq Stock Market, our initial business combination must occur with one or more target businesses having an aggregate fair market

value of at least 80% of the value of the trust account (excluding any deferred underwriter’s fees and taxes payable on the income

earned on the trust account), which we refer to as the 80% test, at the time of the agreement to enter into the initial business combination.

Therefore, the fair market value of the target business will be calculated prior to any conversions of our shares in connection with a

business combination and therefore will be a minimum of $19,153,092 in order to satisfy the 80% test.

While the fair market value of the

target business must satisfy the 80% test, the consideration we pay the owners of the target business may be a combination of cash (whether

cash from the trust account or cash from a debt or equity financing transaction that closes concurrently with the business combination)

or our equity securities.

The exact nature and amount of consideration would be determined based on negotiations with the target business,

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.

We anticipate structuring

our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire

100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination

such that the post-transaction company owns less than 100% of such interests or assets of the target business in order to meet certain

objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if

the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest

in the target sufficient for it not to be required to register as an investment company under the Investment Company Act .

post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may

collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business

combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for

all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination

could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity

interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business

or businesses that is owned or acquired is what will be valued for purposes of the 80% test.

Stockholder Approval of Business Combination

In connection with any proposed

business combination, we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose

at which public stockholders (but not our insiders, officers or directors) 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, or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and therefore 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,

in each case subject to the limitations described herein.

If we determine to engage in a tender offer, such tender offer will be structured

so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares.

as to whether we will seek stockholder approval of a proposed business combination or whether we will allow stockholders to sell their

shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing

of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval.

We anticipate that

our business combination could be completed by way of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization

or other similar transaction.

Stockholder approval will not be required under Delaware law if the business combination is structured as

an acquisition of assets of the target company, a share exchange with target company stockholders or a purchase of stock of the target

however, Nasdaq rules would require us to obtain stockholder approval if we seek to issue shares representing 20% or more of

our outstanding shares as consideration in a business combination.

A merger of our company into a target company would require stockholder

approval under Delaware law.

A merger of a target company into our company would not require stockholder approval unless the merger results

in a change to our certificate of incorporation, or if the shares issued in connection with the merger exceed 20% of our outstanding shares

prior to the merger.

A merger of a target company with a subsidiary of our company would not require stockholder approval unless the merger

results in a change in our certificate of incorporation;

however, Nasdaq rules would require us to obtain stockholder approval of such

a transaction if we week to issue shares representing 20% or more of our outstanding shares as consideration.

If a stockholder vote is

not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will provide our stockholders with

an opportunity to tender their shares to us pursuant to a tender offer pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act,

which regulate issuer tender offers, and we will file tender offer documents with the SEC which will contain substantially the same financial

and other information about the initial business combination as is required under the SEC’s proxy rules.

In the event we allow stockholders

to tender their shares pursuant to the tender offer rules, our tender offer will remain open for at least 20 business days, in accordance

with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration

of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified

number of public shares, which number will be based on the requirement that we may not purchase public shares in an amount that would

cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules)

or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial

business combination.

If, however, stockholder

approval of the transaction is required by law or Nasdaq requirements, or we decide to obtain stockholder approval for business or other

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.

In the event that we seek

stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide stockholders

with the conversion rights described above upon completion of the initial business combination.

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.

As a result, if stockholders owning approximately 93.75% or more of the shares of common stock sold in our initial public offering exercise

conversion rights, the business combination will not be consummated.

However, the actual percentages will only be able to be determined

once a target business is located and we can assess all of the assets and liabilities of the combined company (which would include the

fee payable to the underwriters in an amount equal to 3.5% of the total gross proceeds raised in the initial public offering as described

elsewhere in this Report, any out-of-pocket expenses incurred by our insiders or their affiliates in connection with certain activities

on our behalf, such as identifying and investigating possible business targets and business combinations that have not been repaid at

that time, as well as any other liabilities of ours and the liabilities of the target business) upon consummation of the proposed business

combination, subject to the requirement that we must have at least $5,000,001 of net tangible assets upon closing of such business combination.

As a result, the actual percentages of shares that can be converted may be significantly lower than our estimates.

We chose our net tangible

asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act.

we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition

or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination,

our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have

a lesser number of shares converted) and may force us to seek third-party financing which may not be available on terms acceptable to

us or at all.

As a result, we may not be able to consummate such initial business combination and we may not be able to locate another

suitable target within the applicable time period, if at all.

Public stockholders may therefore have to wait until June 30, 2024 in order

to be able to receive a portion of the trust account.

Our insiders, including our

officers and directors, have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination,

(2) not to convert any shares of common stock into the right to receive cash from the trust account in connection with a stockholder vote

to approve a proposed initial business combination or a vote to amend the provisions of our certificate of incorporation relating to stockholders’

rights or pre-business combination activity and (3) not to sell any shares of common stock in any tender in connection with a proposed

initial business combination.

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

Ability to Evaluate the Target’s Management Team

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.

Moreover, members of our management team

may not have significant experience or knowledge relating to the operations of the particular target business.

Our key personnel may

not remain in senior management or advisory positions with the combined company.

The determination as to whether any of our key personnel

will remain with the combined company will be made at the time of our initial business combination.

our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

We may not have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or

experience necessary to enhance the incumbent management.

Market Value of Target Business

listing rules require that we must consummate an initial business combination with one or more operating businesses or assets with a

fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting

discount held in trust) at the time we sign a definitive agreement in connection with our initial business combination.

Our Board determined

that this test was met in connection with the proposed Business Combination.

Approval of Business Combination

connection with any proposed business combination, we will either (1) seek stockholder approval of our initial business combination at

a meeting called for such purpose at which public stockholders (but not our insiders, officers or directors) 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, or (2) provide our stockholders with the opportunity to sell their shares to us by means

of a tender offer (and therefore 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, in each case subject to the limitations described herein.

If we determine to engage in a

tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some

pro rata portion of his, her or its shares.

The decision as to whether we will seek stockholder approval of a proposed business combination

or whether we will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and

will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise

require us to seek stockholder approval.

We anticipate that our business combination could be completed by way of a merger, share exchange,

asset acquisition, stock purchase, recapitalization, reorganization or other similar transaction.

Stockholder approval will not be required

under Delaware law if the business combination is structured as an acquisition of assets of the target company, a share exchange with

target company stockholders or a purchase of stock of the target company;

however, Nasdaq rules would require us to obtain stockholder

approval if we seek to issue shares representing 20% or more of our outstanding shares as consideration in a business combination.

merger of our company into a target company would require stockholder approval under Delaware law.

A merger of a target company into

our company would not require stockholder approval unless the merger results in a change to our certificate of incorporation, or if the

shares issued in connection with the merger exceed 20% of our outstanding shares prior to the merger.

A merger of a target company with

a subsidiary of our company would not require stockholder approval unless the merger results in a change in our certificate of incorporation;

however, Nasdaq rules would require us to obtain stockholder approval of such a transaction if we week to issue shares representing 20%

or more of our outstanding shares as consideration.

a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will provide

our stockholders with an opportunity to tender their shares to us pursuant to a tender offer pursuant to Rule 13e-4 and Regulation 14E

of the Exchange Act, which regulate issuer tender offers, and we will file tender offer documents with the SEC which will contain substantially

the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

the event we allow stockholders to tender their shares pursuant to the tender offer rules, our tender offer will remain open for at least

20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business

combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders

not tendering more than a specified number of public shares, which number will be based on the requirement that we may not purchase public

shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s

“penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating

to our initial business combination.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the

tender offer and not complete the initial business combination.

however, stockholder approval of the transaction is required by law or Nasdaq requirements, or we decide to obtain stockholder approval

for business or other legal reasons, we will:

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

proxy materials with the SEC.

the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection

therewith, provide stockholders with the conversion rights described above upon completion of the initial business combination.

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.

As a result, if stockholders owning approximately 93.75% or more of the shares of common stock sold

in our initial public offering exercise conversion rights, the business combination will not be consummated.

However, the actual percentages

will only be able to be determined once a target business is located and we can assess all of the assets and liabilities of the combined

company (which would include the fee payable to the underwriters in an amount equal to 3.5% of the total gross proceeds raised in the

initial public offering as described elsewhere in this Report, any out-of-pocket expenses incurred by our insiders or their affiliates

in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations

that have not been repaid at that time, as well as any other liabilities of ours and the liabilities of the target business) upon consummation

of the proposed business combination, subject to the requirement that we must have at least $5,000,001 of net tangible assets upon closing

of such business combination.

As a result, the actual percentages of shares that can be converted may be significantly lower than our

We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated

under the Securities Act.

However, if we seek to consummate an initial business combination with a target business that imposes any type

of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation

of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination

(as we may be required to have a lesser number of shares converted) and may force us to seek third-party financing which may not be available

on terms acceptable to us or at all.

As a result, we may not be able to consummate such initial business combination and we may not be

able to locate another suitable target within the applicable time period, if at all.

Public stockholders may therefore have to wait until

March 30, 2023 in order to be able to receive a portion of the trust account.

insiders, including our officers and directors, have agreed (1) to vote any shares of common stock owned by them in favor of any proposed

business combination, (2) not to convert any shares of common stock into the right to receive cash from the trust account in connection

with a stockholder vote to approve a proposed initial business combination or a vote to amend the provisions of our certificate of incorporation

relating to stockholders’ rights or pre-business combination activity and (3) not to sell any shares of common stock in any tender

in connection with a proposed initial business combination.

on how a business 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 22.8% 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 only

3,073,910, or approximately 39.77% (assuming all outstanding shares are voted) or 570,994, or approximately 73.88% (assuming only the

minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 7,727,686 public shares

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

May Not Have the Ability to Approve an Initial Business Combination

may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC.

However, we will seek stockholder approval

if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal

Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether

stockholder approval is currently required under Delaware law for each such transaction.

Depending on how a business

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.

Stockholders May Not Have the Ability to

Approve an Initial Business Combination

We may conduct redemptions

without a stockholder vote pursuant to the tender offer rules of the SEC.

However, we will seek stockholder approval if it is required

by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval

is currently required under Delaware law for each such transaction.

Type of Transaction

Whether Stockholder

Approval is Required

Purchase of assets

Purchase of stock of target not involving a merger

with the company

Purchase of stock of target not involving a merger with the company

Merger of target into a subsidiary of the company

Merger of the company with a target

Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:

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;

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;

issuance or potential issuance of common stock will result in our undergoing a change of

connection with any proposed business combination, we will either (1) seek stockholder approval of our initial business combination at

a meeting called for such purpose at which public stockholders may seek to redeem their public shares, regardless of whether they vote

for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust

account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public 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 determine to engage in a tender offer, such tender offer will be structured so that each stockholder may tender any or all of his,

her or its public shares rather than some pro rata portion of his, her or its shares.

The decision as to whether we will seek

stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will

be made by us based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise

require us to seek stockholder approval.

If we so choose and we are legally permitted to do so, we have the flexibility to avoid a stockholder

vote and allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer

tender offers.

In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and

other information about the initial business combination as is required under the SEC’s proxy rules.

We will consummate our initial

business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder

approval, a majority of the issued and outstanding shares of common stock voted are voted in favor of the business combination.

chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419.

However, if we seek to

consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires

us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net

tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser

number of shares redeemed or sold to us) and may force us to seek third party financing which may not be available on terms acceptable

to us or at all.

As a result, we may not be able to consummate such initial business combination and we may not be able to locate another

suitable target within the 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 rata share of the trust account.

Purchases of our Securities

the event that we, the Sponsor, the other initial stockholders and/or any of their respective affiliates purchase public 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 public shares.

Any purchases of public shares made by us, the Sponsor,

the other initial stockholders or any of their respective affiliates would not be voted in favor of the Business Combination Proposal

and Redemptions Rights (if any) over such purchased securities would be waived by the aforementioned persons.

To the extent the transaction

occurs following the date of this proxy statement/prospectus, the purchase price of any public shares to be acquired by us, the Sponsor,

the other initial stockholders or any of their respective affiliates, will be at a price no higher than the redemption price offered

to public shareholders.

In addition, we will file a Current Report on Form 8-K and will (i) amend the proxy statement/prospectus,

if such arrangements are entered into prior to effectiveness of the Registration Statement on Form S-4, or (ii) file a proxy supplement,

if such arrangements are entered into after effectiveness of such Registration Statement, to disclose any arrangements entered into or

significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the

satisfaction of any closing conditions.

Any such disclosures will include descriptions of any arrangements entered into or significant

purchases by any of the aforementioned persons, and will describe the material costs of such arrangements to us and WaveTech, as well

as their potential impact to New WaveTech after giving effect to the Business Combination.

any meeting called to approve an initial business combination, any public stockholder, whether voting for or against such proposed business

combination, will be entitled to demand that his or her shares of common stock be converted for a full pro rata portion of the amount

then in the trust account ($10.00 per share as of December 31, 2022), plus any pro rata interest earned on the funds held in the trust

account and not previously released to us or necessary to pay our taxes.

Alternatively, we may provide our public stockholders with the

opportunity to sell their shares of our common stock to us through 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.

Notwithstanding

the foregoing, a public stockholder, together with any affiliate of his or hers or any other person with whom he or she is acting in

concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking conversion

rights with respect to 20% or more of the shares of common stock sold in our initial public offering.

Such a public stockholder would

still be entitled to vote against a proposed business combination with respect to all shares of common stock owned by him or her, or

his or her affiliates.

We believe this restriction will prevent stockholders from accumulating large blocks of shares before the vote

held to approve a proposed business combination and attempt to use the conversion right as a means to force us or our management to purchase

their shares at a significant premium to the then current market price.

By not allowing a stockholder to convert more than 20% of the

shares of common stock sold in our initial public offering, we believe we have limited the ability of a small group of stockholders to

unreasonably attempt to block a transaction which is favored by our other public stockholders.

of our insiders will have the right to receive cash from the trust account in connection with a stockholder vote to approve a proposed

initial business combination or a vote to amend the provisions of our certificate of incorporation relating to stockholders’ rights

or pre-business combination activity with respect to any shares of common stock owned by them, directly or indirectly, whether acquired

prior to our initial public offering or purchased by them in our initial public offering or in the aftermarket.

may also require public stockholders who wish to convert, whether they are a record holder or hold their shares in “street name,”

to either tender their certificates to our transfer agent at any time through the vote on the business combination or to deliver their

shares to the transfer agent electronically using the DWAC System, at the holder’s option.

The proxy solicitation materials that

we will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring

stockholders to satisfy such delivery requirements.

Accordingly, a stockholder would have from the time the stockholder received our

proxy statement through the vote 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

is a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering them through

the DWAC System.

The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether or not

to pass this cost on to the holder.

However, this fee would be incurred regardless of whether or not we require holders to deliver their

shares prior to the vote on the business combination in order to exercise conversion rights.

This is because a holder would need to deliver

shares to exercise conversion rights regardless of the timing of when such delivery must be effectuated.

However, in the event we require

stockholders to deliver their shares prior to the vote on the proposed business combination and the proposed business combination is

not consummated, this may result in an increased cost to stockholders.

foregoing is different from the procedures used by many blank check companies.

Traditionally, in order to perfect conversion rights in

connection with a blank check company’s business combination, the company would distribute proxy materials for the stockholders’

vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the

proxy card indicating such holder was seeking to exercise his or her conversion rights.

After the business combination was approved,

the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.

the stockholder then had an “option window” after the consummation of the business combination during which he or she could

monitor the price of the company’s stock in the market.

If the price rose above the conversion price, he or she could sell his

or her shares in the open market before actually delivering his or her shares to the company for cancellation.

As a result, the conversion

rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become a “continuing”

right surviving past the consummation of the business combination until the holder delivered its certificate.

requirement for physical or electronic delivery prior to the meeting ensures that a holder’s election to convert his or her shares

is irrevocable once the business combination is approved.

request to convert such shares once made may be withdrawn at any time up to the vote on the proposed business combination.

if a holder of a public share delivered his or her certificate in connection with an election of their conversion and subsequently decides

prior to the vote on the proposed business combination not to elect to exercise such rights, he or she may simply request that the transfer

agent return the certificate (physically or electronically).

the Business Combination is not approved or completed for any reason, then our public stockholders who elected to exercise their conversion

rights would not be entitled to convert their shares for the applicable pro rata share of the trust account.

In such case, we will promptly

return any shares delivered by public holders.

if No Business Combination

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

Accordingly, no vote would be required from our stockholders to commence such a voluntary winding up, liquidation and

amount in the trust account (less approximately $228 representing the aggregate nominal par value of the common stock as of December

31, 2022) 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

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 of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation.

Furthermore, while we have obtained and will continue to seek to have all vendors, service providers (other than its independent auditors),

prospective target businesses or other entities with which we do business and prospective target businesses execute agreements with us

waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee

that they will execute such agreements.

Nor is there any guarantee that, even if such entities execute such agreements with us, they

will not seek recourse against the trust account or that a court would conclude that such agreements are legally enforceable.

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.

Under Nasdaq’s listing

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.

In connection with any proposed

business combination, we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose

at which public stockholders may seek to redeem their public shares, regardless of whether they vote for or against the proposed business

combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2)

provide our public stockholders with the opportunity to sell their public 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.

If we determine to engage

in a tender offer, such tender offer will be structured so that each stockholder may tender any or all of his, her or its public shares

rather than some pro rata portion of his, her or its shares.

The decision as to whether we will seek stockholder approval of a

proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety

of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder

If we so choose and we are legally permitted to do so, we have the flexibility to avoid a stockholder vote and allow our stockholders

to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers.

In that case,

we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial

business combination as is required under the SEC’s proxy rules.

We will consummate our initial business combination only if we

have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the

issued and outstanding shares of common stock voted are voted in favor of the business combination.

We chose our net tangible

asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419.

However, if we seek to consummate an initial business

combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount

of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may

limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed or

sold to us) and may force us to seek third party financing which may not be available on terms acceptable to us or at all.

we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the

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

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.

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.

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.

Conversion Rights

At any meeting called to

approve an initial business combination, any public stockholder, whether voting for or against such proposed business combination, will

be entitled to demand that his or her shares of common stock be converted for a full pro rata portion of the amount then in the trust

account ($10.00 per share as of December 31, 2023), plus any pro rata interest earned on the funds held in the trust account and not previously

released to us or necessary to pay our taxes.

Alternatively, we may provide our public stockholders with the opportunity to sell their

shares of our common stock to us through 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.

Notwithstanding the foregoing,

a public stockholder, together with any affiliate of his or hers or any other person with whom he or she is acting in concert or as a

“group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking conversion rights with respect

to 20% or more of the shares of common stock sold in our initial public offering.

Such a public stockholder would still be entitled to

vote against a proposed business combination with respect to all shares of common stock owned by him or her, or his or her affiliates.

We believe this restriction will prevent stockholders from accumulating large blocks of shares before the vote held to approve a proposed

business combination and attempt to use the conversion right as a means to force us or our management to purchase their shares at a significant

premium to the then current market price.

By not allowing a stockholder to convert more than 20% of the shares of common stock sold in

our initial public offering, we believe we have limited the ability of a small group of stockholders to unreasonably attempt to block

a transaction which is favored by our other public stockholders.

None of our insiders will

have the right to receive cash from the trust account in connection with a stockholder vote to approve a proposed initial business combination

or a vote to amend the provisions of our certificate of incorporation relating to stockholders’ rights or pre-business combination

activity with respect to any shares of common stock owned by them, directly or indirectly, whether acquired prior to our initial public

offering or purchased by them in our initial public offering or in the aftermarket.

We may also require public

stockholders who wish to convert, whether they are a record holder or hold their shares in “street name,” to either tender

their certificates to our transfer agent at any time through the vote on the business combination or to deliver their shares to the transfer

agent electronically using the DWAC System, at the holder’s option.

The proxy solicitation materials that we will furnish to stockholders

in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such

delivery requirements.

Accordingly, a stockholder would have from the time the stockholder received our proxy statement through the vote

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.

There is a nominal cost associated

with the above-referenced delivery process and the act of certificating the shares or delivering them through the DWAC System.

agent will typically charge the tendering broker $45.00 and it would be up to the broker whether or not to pass this cost on to the holder.

However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business

combination in order to exercise conversion rights.

This is because a holder would need to deliver shares to exercise conversion rights

regardless of the timing of when such delivery must be effectuated.

However, in the event we require stockholders to deliver their shares

prior to the vote on the proposed business combination and the proposed business combination is not consummated, this may result in an

increased cost to stockholders.

The foregoing is different

from the procedures used by many blank check companies.

Traditionally, in order to perfect conversion rights in connection with a blank

check company’s business combination, the company would distribute proxy materials for the stockholders’ vote on an initial

business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating

such holder was seeking to exercise his or her conversion rights.

After the business combination was approved, the company would contact

such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the stockholder then had

an “option window” after the consummation of the business combination during which he or she could monitor the price of the

company’s stock in the market.

If the price rose above the conversion price, he or she could sell his or her shares in the open

market before actually delivering his or her shares to the company for cancellation.

As a result, the conversion rights, to which stockholders

were aware they needed to commit before the stockholder meeting, would become a “continuing” right surviving past the consummation

of the business combination until the holder delivered its certificate.

The requirement for physical

or electronic delivery prior to the meeting ensures that a holder’s election to convert his or her shares is irrevocable once the

business combination is approved.

Any request to convert such

shares once made may be withdrawn at any time up to the vote on the proposed business combination.

Furthermore, if a holder of a public

share delivered his or her certificate in connection with an election of their conversion and subsequently decides prior to the vote on

the proposed business combination not to elect to exercise such rights, he or she may simply request that the transfer agent return the

certificate (physically or electronically).

If the Business Combination

is not approved or completed for any reason, then our public stockholders who elected to exercise their conversion rights would not be

entitled to convert their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any shares

delivered by public holders.

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.

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

of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation.

Furthermore, while we have obtained

and will continue to seek to have all vendors, service providers (other than its independent auditors), prospective target businesses

or other entities with which we do business and prospective target businesses execute agreements with us waiving any right, title, interest

or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements.

Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust

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.

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.

to the Merger Agreement, WaveTech has agreed that it and its affiliates will not have any right, title, interest or claim of any kind

in or to any monies in the trust account held for our Stockholders, and agreed not to, and waived any right to, make any claim against

the trust account (including any distributions therefrom) except, in each case with respect to claims that WaveTech or its affiliates

may have in the future against our assets or funds that are not held in the trust account (other than distributions to our Stockholders)

and claims against any other Person (or any affiliate thereof) that is party to an alternative business combination consummated by us.

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 $10.31 based on the value of the trust account as of December 31, 2022.

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.

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

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 the our stockholders at least $10.00 per public stock (or such higher

amount then held in trust).

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.

If our plan of distribution complies with Section 281(b) of

the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s

pro rata share of the claim or the amount 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 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.

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.

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

with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount

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.

Certificate of Incorporation

Our certificate of incorporation

contains certain requirements and restrictions relating to our initial public offering that will apply to us until the consummation of

our initial business combination.

If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to

stockholder’s rights or pre-business combination activity (including the substance or timing within which we have to complete a

business combination), we will provide our public stockholders with the opportunity to redeem their shares of common stock upon approval

of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including

interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided

by the number of then outstanding public shares, in connection with any such vote.

Our insiders have agreed to waive any conversion rights

with respect to any founder shares, private shares and any public shares they may hold in connection with any vote to amend our certificate

of incorporation.

certificate of incorporation contains certain requirements and restrictions relating to our initial public offering that will apply to

us until the consummation of our initial business combination.

If we hold a stockholder vote to amend any provisions of our certificate

of incorporation relating to stockholder’s rights or pre-business combination activity (including the substance or timing within

which we have to complete a business combination), we will provide our public stockholders with the opportunity to redeem their shares

of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise

and income taxes, divided by the number of then outstanding public shares, in connection with any such vote.

Our insiders have agreed

to waive any conversion rights with respect to any founder shares, private shares and any public shares they may hold in connection with

any vote to amend our certificate of incorporation.

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

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;

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;

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;

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;

may not consummate any other business combination, merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar transaction prior to our initial business

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.

Revisions to Agreements with Insiders

of our insiders has entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating to

us and our activities prior to a business combination.

We could seek to amend these letter agreements without the approval of stockholders,

although we have no intention to do so.

● 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.

Potential Revisions to Agreements with Insiders

Each of our insiders has

entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating to us and our activities

prior to a business combination.

We could seek to amend these letter agreements without the approval of stockholders, although we have

no intention to do so.

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;

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;

restrictions on transfer of our securities could be amended to allow transfer to third parties

who were not members of our original management team;

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;

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;

requirement to obtain a valuation for any target business affiliated with our insiders, in

the event it was too expensive to do so.

as specified above, stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes.

Such changes could result in:

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);

insiders being able to vote against a business combination or in favor of changes to our

organizational documents;

operations being controlled by a new management team that our stockholders did not elect

to invest with;

insiders receiving compensation in connection with a business combination;

insiders closing a transaction with one of their affiliates without receiving an independent

valuation of such business.

will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example,

if we believed such a modification were necessary to complete a business combination).

Each of our officers and directors has fiduciary

obligations to us requiring that he or she act in our best interests and the best interests of our stockholders.

identifying, evaluating 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 competitors possess greater technical, human and other resources than us and our financial

resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there may be numerous

potential target businesses that we could complete a business combination with utilizing the net proceeds of our initial public offering,

our ability to compete in completing a business combination with certain sizable target businesses may be limited by our available financial

following also may not be viewed favorably by certain target businesses:

obligation to seek stockholder approval of our initial business combination or engage in

a tender offer may delay the completion of a transaction;

obligation to convert shares of common stock held by our public stockholders may reduce the

resources available to us for our initial business combination;

obligation to pay the deferred underwriting discounts to the underwriters upon consummation

of our initial business combination;

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

their affiliates;

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;

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.

● 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

Except as specified above,

stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes.

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.

We will not agree to any

such changes unless we believed that such changes were in the best interests of our stockholders (for example, if we believed such a modification

were necessary to complete a business combination).

Each of our officers and directors has fiduciary obligations to us requiring that

he or she act in our best interests and the best interests of our stockholders.

In identifying, evaluating

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

will be relatively limited when contrasted with those of many of these competitors.

While we believe there may be numerous potential target

businesses that we could complete a business combination with utilizing the net proceeds of our initial public offering, our ability to

compete in completing a business combination with certain sizable target businesses may be limited by our available financial resources.

The following also may not

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.

Any of these factors may

4 unchanged sentences

business with significant growth potential on favorable terms.

If we succeed in effecting

the Business Combination, there will be, in all likelihood, significant competition from New WaveTech’s competitors.

We cannot assure

you that, subsequent to the Business Combination, New WaveTech will have the resources or ability to compete effectively.

If we succeed in effecting our initial business

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

Subsequent to our initial

business combination, we may not have the resources or ability to compete effectively.

We have four executive officers.

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What changed 10-K

Item 1. Business