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Item 7. Management’s Discussion and Analysis

2024-04-16 compared with 2023-02-21 · 299 added, 216 removed, 135 unchanged (79% of the section changed)

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s Discussion and

Analysis of Financial Condition and Results of Operations.

References to the “Company,”

“us,” “our” or “we” refer to Welsbach Technology Metals Acquisition Corp.

The following discussion

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

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

Consolidated Financial Statements and Supplementary

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

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

forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result

of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,”

and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements

and related notes included herein.

Cautionary Note Regarding Forward-Looking

All statements other than

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

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

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

When used in this Report, words such

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

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

Such forward-looking statements are based

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

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

in our filings with the SEC.

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

behalf are qualified in their entirety by this paragraph.

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

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

Consolidated Financial

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

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements.

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

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

Risk Factor Summary,” “Item 1A.

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

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We intend to effectuate our business combination using cash from the proceeds of our initial

public offering and the sale of the placement units that occurred simultaneously with the completion of our initial public offering, our

capital stock, debt or a combination of cash, stock and debt.

public offering and the sale of the placement units that occurred simultaneously with the completion of our IPO, our capital stock, debt

or a combination of cash, stock and debt.

We expect to continue to

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Recent Developments

On October 19, 2022, the

Company formed WTMA Merger Subsidiary Corp., as a direct and wholly owned subsidiary of the Company incorporated in Delaware to be the

Merger Sub under the Merger Agreement entered into by the Company on October 31, 2022.

Merger Agreement

On October 31, 2022, the

Company entered into the Merger Agreement by and among the Company, Merger Sub and WaveTech.

The Merger & Consideration

The Merger Agreement provides

that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur:

prior to the effective time of the Merger, each share of the Series A preferred stock of WaveTech, par

value $0.01 per share will be converted into one share of common stock of WaveTech, par value $0.01 per share;

at the closing of the transactions contemplated by the Merger Agreement, upon the terms and subject to

the conditions of the Merger Agreement and in accordance with DGCL, Merger Sub will merge with and into WaveTech, the separate corporate

existence of Merger Sub will cease and WaveTech shall continue as the surviving corporation and a wholly owned subsidiary of WTMA;

as a result of the Merger, among other things, all outstanding shares of capital stock of WaveTech (after

giving effect to the WaveTech Preferred Conversion) (other than (A) treasury shares, (B) dissenting shares and (C) shares

of capital stock of WaveTech subject to stock awards) will be canceled and converted into the right to receive newly issued shares of

common stock, par value $0.0001 per share, of the Company determined based on a pre-money enterprise valuation of WaveTech of

$150.0 million and a $10.00 price per share of the Company Common Stock;

the Company will immediately be renamed WaveTech Group Inc.

Registration Rights Agreement

At the closing of the Business

Combination, the Sponsor and certain other investors party thereto will enter into a registration rights agreement with the Company, pursuant

to which, among other things, (i) the Company’s existing registrant rights agreement will be terminated, (ii) the Company will file

with the U.S.

Securities and Exchange Commission a registration statement on Form S-1 registering the resale, pursuant to Rule 415 under

the Securities Act of 1933, of certain shares of the Company Common Stock and certain other equity securities of the Company held by the

Holders as soon as practicable, but in any event within thirty (30) days after the Closing;

(iii) the Holders will be entitled to certain

demand registration rights in connection with an underwritten shelf takedown offering, in each case subject to certain limitations set

forth in the Registration Rights Agreement;

and (iv) the Holders have certain piggy-back registration rights, in each case subject to

certain limitations set forth in the Registration Rights Agreement.

The foregoing summary of

the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the form of the

Registration Rights Agreement, a copy was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC November 1, 2022

and incorporated by reference herein.

Sponsor Support and Lock-up Agreement

On October 31, 2022, the

Company and WaveTech entered into a Sponsor Support and Lock-up Agreement, with the Sponsors pursuant to which the Sponsors agreed to,

among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to

the terms and conditions contemplated by the Sponsor Support and Lock-up Agreement and (ii) vote against and withhold consent with respect

to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than

the Merger Agreement and the Business Combination).

Under the Sponsor Support

and Lock-up Agreement, the Sponsors also agreed not to, without the prior written consent of WaveTech and the board of directors of the

Company (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of

or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than

the Form S-4) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning

of Section 16 of the Securities Exchange Act of 1934, with respect to any Subject Sponsor Shares, (ii) enter into any swap or other arrangement

that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Sponsor Shares owned by such

Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii), in each case, until the earlier

of (a) 180 days after the Closing and (b) the date on which the closing price per share of the Company Common Stock equals or exceeds

$12.50 (subject to adjustment) for any twenty (20) trading days within any thirty (30) consecutive trading day period.

The foregoing summary of

the Sponsor Support and Lock-up Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Sponsor

Support and Lock-up Agreement, a copy was filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC November 1, 2022

and incorporated by reference herein.

Shareholder Support and Lock-up Agreement

On March 24, 2023, in connection

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

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

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

as of March 22, 2023.

The Company and Continental

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

between Continental Stock Transfer & Trust Company and the Company allowing the Company to extend the Combination Period for up to

an additional six months, from March 30, 2023 to up to September 30, 2023, by depositing into the trust account the Extension Payment

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

The period of time for the

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

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

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

certificate of incorporation.

On September 29, 2023, in

connection with the votes to approve the September Extensions, the holders of 1,456,871 shares of common stock of the Company properly

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

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

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

The Company and Continental

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

and between Continental Stock Transfer & Trust Company and the Company (the “Trust Agreement”) allowing the Company to

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

for no contribution to the trust account.

The period of time for the

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

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

On October 9, 2023, the Company

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

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

listing on Nasdaq.

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

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

As of April 5, 2024,

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

confirmation from Nasdaq on April 11, 2024.

On October 16, 2023, the

Company and the Sponsor entered into a Shareholder Support and Lock-up Agreement with WaveTech and certain stockholders of WaveTech.

to the Shareholder Support and Lock-up Agreement, the Company Stockholders agreed to, among other things, provide written consent or vote

at any called meeting with respect to the outstanding shares of WaveTech capital stock held by the Company Stockholders adopting the Merger

Agreement and related transactions and approving the Business Combination.

Under the Shareholder Support

and Lock-up Agreement, the Company Stockholders also agreed not to, without the prior written consent of WaveTech and the board

of directors of the Company (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise

dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC

(other than the Form S-4) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within

the meaning of Section 16 of the Exchange Act, with respect to any shares of the Company Common Stock owned by such Company Stockholder

immediately after the Closing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the

economic consequences of ownership of any Subject Stockholder Shares owned by such Company Stockholder or (iii) publicly announce any

intention to effect any transaction specified in clause (i) or (ii), in each case, until the earlier of (a) 180 days after the Closing

and (b) the date on which the closing price per share of the Company Common Stock equals or exceeds $12.50 (subject to adjustment) for

any twenty (20) trading days within any thirty (30) consecutive trading day period.

The foregoing summary of

the Shareholder Support and Lock-up Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the

Shareholder Support and Lock-up Agreement, a copy was filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC November

1, 2022 and incorporated by reference herein.

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

Andrew Switaj and Mr.

Dominik Michael Oggenfuss (each, a “New

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

In connection with the Appointment,

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

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

On November 10, 2023, the

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

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

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

On December 29, 2023, the

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

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

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

Results of Operations

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any operations nor generated any operating revenues to date.

Our only activities for the year ended December 31, 2022 were in connection

Our only activities for the period ended December 31, 2023 were in connection

with the search for a prospective initial Business Combination.

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of our initial Business Combination, at the earliest.

We expect to generate non-operating income in the form of interest income from the

proceeds of the IPO placed in the U.S.

based trust account established at the consummation of WTMA’s IPO.

We expect that we will

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

well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

We generate non-operating income in the form of interest income from the proceeds

of the IPO placed in the Trust Account.

We expect that we will incur increased expenses as a result of being a public company (for legal,

financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and

completing, a Business Combination.

For the year ended December

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

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

For the year ended December

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

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in total of $1,121,159.

For the year ended December

31, 2021, we had a net loss of $68,604, which primarily consists of operating expenses of $7,865 and accrual of Delaware franchise taxes

of $60,750, offset by interest earned on marketable securities held in the Trust Account of $11.

Liquidity and Capital

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Simultaneously with the closing

of the IPO, the Company consummated the sale of 347,500 private placement units at a price of $10.00 per Private Placement Unit in a private

placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC generating gross proceeds of $3,475,000 which is described

in Note 4 to the consolidated financial statements.

of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of

$10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”)

generating gross proceeds of $3,475,000 which is described in Note 4 to the consolidated financial statements.

The Company granted the underwriters

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On January 14, 2022, the underwriters partially exercised

the option and purchased 227,686 additional Units, generating gross proceeds of $2,276,860.

the option and purchased 227,686 additional Units (the “Over-allotment Units”), generating gross proceeds of $2,276,860.

Upon the closing of the Over-allotment

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in the trust account) and $538,218 of other costs.

$2,704,690 of deferred underwriting

fee payable is contingent upon the consummation of a Business Combination by March 30, 2023, subject to the terms of the Underwriting

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

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

For the year ended December

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

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

financing activities was $3,822,399 mainly reflecting the proceeds of our IPO and subsequent deposit into the trust account

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

in financing activities was $57,052,053 mainly reflecting the redemptions of common stock due to stockholders exercising their redemption

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

For the year ended December

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

Net cash used in investing activities was $75,000,000 and net cash provided

by financing activities was $76,461,781 mainly reflecting the proceeds of our IPO and subsequent deposit into the trust account.

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

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

At December 31, 2023, we

had cash and marketable securities held in the trust account of $79,645,156.

We intend to use substantially all of the funds held in the

trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our business

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

the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,

make other acquisitions and pursue our growth strategies.

The Company had withdrawn $298,414 from the trust account to pay franchise and

income taxes.

had cash held in the trust account of $23,769,229.

We intend to use substantially all of the funds held in the trust account, including

any amounts representing interest earned on the trust account (less income taxes payable), to complete our business combination.

extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining

proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make

other acquisitions and pursue our growth strategies.

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

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

At December 31, 2023, we

had operating cash of $309,881 and restricted cash of $213,182 (excess permitted withdrawal) outside of the trust account.

and intend to continue to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business

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

We have used and

intend to continue to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business

due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses

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negotiate and complete a business combination.

In connection with the issuance of the Extension Note on July 30, 2023, the Company’s

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

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

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

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

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

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

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

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

As of December 31, 2023 and 2022,

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

respectively.

We monitor the adequacy of

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Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

We do not believe we will

need to raise additional funds in order to meet the expenditures required for operating our business.

However, if our estimate of the

costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual

amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant

number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt

in connection with such Business Combination.

The Company will need to

raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any

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

the Company may not be able to obtain additional financing.

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

take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business

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

As a result of the above,

in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards

Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the

Company’s ability to continue as a going concern through August 30, 2023, the scheduled liquidation date of the Company if it does

not complete a Business Combination prior to such date.

Management may raise additional capital through loans or additional investments

from its Sponsor, stockholders, officers, directors, or third parties to meet the Company’s working capital needs and to complete

a Business Combination before the mandatory liquidation date.

The Company may not be able to obtain additional financing.

cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

The Company intends

to complete a Business Combination before the mandatory liquidation date.

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

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

These consolidated financial statements do not include any adjustments relating

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

continue as a going concern.

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

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

Related Party Transactions

Promissory Note – Related Party

On June 25, 2021, the Sponsor

agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note.

was non-interest bearing and was payable at the consummation of the IPO.

As of December 31, 2021, the outstanding balance on the Note

has been repaid in full, and borrowings under the promissory note are no longer available.

Related Party Loans

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be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined

and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business

Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible

into units of the post Business Combination entity at a price of $10.00 per unit.

These units would be identical to the Private Placement

On September 30, 2022, the

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of $10.00 per unit.

The promissory note would

either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, convertible into

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

The conversion feature was analyzed under ASC 470-20,

“Debt with Conversion or Other Options”, the note did not include any premium or discounts.

The conversion option did not

include elements that would require bifurcation under ASC 815-40, “Derivatives and Hedging.” The convertible note payable

and conversion feature does not meet the requirements for classification under ASC 480 and as a result is not required to be accounted

for as a liability under ASC 480.

In this case, the conversion feature embedded within the convertible promissory note does not require

bifurcation and as a result remains embedded within the debt instrument because the convertible promissory note conversion feature does

not meet the definition of a derivative as it fails the net settlement requirement.

The embedded conversion feature does qualify as equity

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

the fixed-for-fixed criteria under ASC 815-40-15, meets the requirements for equity classification pursuant to ASC 815-40-25-1 and 25-2

and does not meet the definition of a derivative as it fails the net settlement requirement.

Based on this analysis, the scope exception

would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition within ASC 815-15-25-1.

As of December 31, 2022,

there was a $1,545,537 balance outstanding under the Promissory Notes.

On March 30, 2023, April

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

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

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

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

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

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

On July 30, 2023, the Company

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

On August 30, 2023, the Company

issued a promissory note (the “Working Capital Note 2”) in the principal amount of $378,000 to the Sponsor in exchange for

On September 28, 2023, the

Company issued a promissory note (the “Working Capital Note 3”) in the principal amount of $22,000 to the Sponsor in exchange

On November 10, 2023, the

Company issued a promissory note (the “Working Capital Note 4”) in the principal amount of $50,000 to the Sponsor in exchange

On December 29, 2023, the

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

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

The Working Capital Notes

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

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

Such Working Capital Notes would either be paid

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

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

of $10.00 per unit.

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

Capital Notes series not to exceed $1.5 million.

The promissory notes and

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

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

The conversion feature

was analyzed under ASC 470-20, “Debt with Conversion or Other Options”, the note did not include any premium or discounts.

The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives and Hedging.”

The convertible note payable and conversion feature does not meet the requirements for classification under ASC 480 and as a result is

not required to be accounted for as a liability under ASC 480.

In this case, the conversion feature embedded within the convertible promissory

note does not require bifurcation and as a result remains embedded within the debt instrument because the convertible promissory note

conversion feature does not meet the definition of a derivative as it fails the net settlement requirement.

The embedded conversion feature

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

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

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

the net settlement requirement.

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

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

As of December 31, 2023 and

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

As of December 31, 2023 and

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

In addition, on May 25, 2023,

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

due from a related party.

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

the Company’s discretion.

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

$99,166 on July 3, 2023.

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

The Company’s independent

directors were informed that on May 3, 2023, the Company and Welsbach Holdings Pte Ltd (the “Backstopper”), an affiliate of

the Sponsor, entered into a backstop agreement (the “Backstop Agreement”) pursuant to which the Backstopper guarantees any

deficiency of restricted cash which may exist as of December 31, 2023, and agrees to advance funds as needed to remedy any such deficiency.

The foregoing summary of the Backstop Agreement is qualified in its entirety by the text of the Backstop Agreement, a copy of which is

attached as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on August 1, 2023 and incorporated by reference herein.

Off-Balance Sheet Arrangements

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the Company’s business combination into additional private units at a price of $10.00 per unit.

As of December 31, 2022,

there was a $1,545,537 balance outstanding under the Promissory Notes

Common Stock Subject

to Possible Redemption

We account for our common

stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification Topic 480 “Distinguishing

The Company issued six promissory

notes in the principal amount of $125,000 to the Sponsor.

The Promissory Notes bear no interest and shall be payable upon the earlier

to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the Trust Account released

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

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

On July 30, 2023, the Company

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

On August 30, 2023, the Company

issued Working Capital Note 2in the principal amount of $378,000 to the Sponsor in exchange for cash.

On September 28, 2023, the

Company issued Working Capital Note 3in the principal amount of $22,000 to the Sponsor in exchange for cash.

On November 10, 2023, the

Company issued Working Capital Note 4in the principal amount of $50,000 to the Sponsor in exchange for cash.

On December 29, 2023, the

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

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

As of December 31, 2023 and

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

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

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

Factors That May Adversely Affect Our Results

of Operations

Our results of operations

and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty

and volatility in the financial markets, many of which are beyond our control.

Our business could be impacted by, among other things,

downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply

chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and

the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine and the Middle East.

this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may

negatively impact our business and our ability to complete an initial business combination.

On April 5, 2012, the JOBS

Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying

public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new

or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay

the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the

relevant dates on which adoption of such standards is required for non-emerging growth companies.

As such, our consolidated financial

statements may not be comparable to companies that comply with public company effective dates.

Additionally, we are in the

process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain

conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not

be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial

reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may

be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information

about the audit and the consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation

related items such as the correlation between executive compensation and performance and comparisons of executive compensation to median

employee compensation.

These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer

an “emerging growth company,” whichever is earlier.

Critical Accounting Policies and Estimates

Critical Accounting Policies

Common Stock Subject to Possible Redemption

We account for our common stock

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

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

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

Net Loss per Share

of Common Stock

The Company computes loss

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

per share on the face of the statement of operations.

Net Loss per Share of Common Stock

The Company computes loss per

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

share on the face of the statement of operations.

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

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stock subject to forfeiture by the Sponsor.

Accretion associated with the common stock subject to possible redemption is excluded from

earnings per share as the redemption value approximates fair value.

At December 31, 2022, the Company did not have any dilutive securities

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

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

Recent Accounting

Pronouncements

Management does not believe

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

consolidated financial statements.

Factors That May Adversely Affect Our Results

of Operations

Our results of operations

and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty

and volatility in the financial markets, many of which are beyond our control.

Our business could be impacted by, among other things,

downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply

chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and

the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine.

We cannot at this time fully

predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact

our business and our ability to complete an initial business combination.

On April 5, 2012, the Jumpstart

our Business Startup Act of 2012 was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting

requirements for qualifying public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will

be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting

standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As such, our consolidated

financial statements may not be comparable to companies that comply with public company effective dates.

Additionally, we are in the

process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain

conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not

be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial

reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2022, (ii) provide all of the compensation disclosure that may be required

of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement

that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain executive

compensation related items such as the correlation between executive compensation and performance and comparisons of executive compensation

to median employee compensation.

These exemptions will apply for a period of five years following the completion of our IPO or until we

are no longer an “emerging growth company,” whichever is earlier.

Critical Accounting

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

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

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

Critical Accounting Estimates

The preparation of consolidated

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results could materially differ from those estimates.

As of the end of the reporting period, we have not identified any critical accounting

Recent Accounting Pronouncements

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

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

Quantitative and Qualitative Disclosures

about Market Risk.

We are a smaller reporting

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

Financial Statements and Supplementary

Reference is made to pages

F-1 through F-23 comprising a portion of this Report, which are incorporated herein by reference.

Changes in and Disagreements with

Accountants on Accounting and Financial Disclosure.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis