What changed in this filing

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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-02-21 · 1222 added, 924 removed, 593 unchanged (78% of the section changed)

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Under the supervision and

with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective

as of the end of the period covered by this Report.

with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying

Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures

as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our

disclosure controls and procedures were effective as of the end of the period covered by this Report.

Disclosure controls and procedures

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the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in

accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting

includes those policies and procedures that:

accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Our internal control over

financial reporting includes those policies and procedures that:

1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

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In making these assessments, management used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013).

on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as

of December 31, 2022.

This Annual Report on Form

10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth

company under the JOBS Act.

by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework

Based on our assessments and those criteria, management determined that we maintained effective internal control over financial

reporting as of December 31, 2023.This Annual Report on Form 10-K does not include an attestation report of

our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial

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Directors and Executive Officers

As of the date of this Report,

our directors and officers are as follows:

As of the fiscal year ended

December 31, 2023, our directors and officers are as follows:

Daniel Mamadou

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Vice President

Dominik Oggenfuss

Andrew Switaj

The experience of our directors

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as our Chief Operating Officer since inception and one of our directors since December 2021.

Christopher Clower is an executive director

and COO of Welsbach Holdings Pte Ltd since March 2021.

Clower also sits as an independent director on a number of boards in Southeast

Clower is an executive director and COO

of Welsbach Holdings Pte Ltd since March 2021.

Clower also sits as an independent director on a number of boards in Southeast Asia.

Since 2014, Mr.

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founded of a number of real estate development firms in Eastern Europe, specializing in the commercial and residential sub-sectors, including

Eurostroy and TCS Joint Stock Company.

TCS specializes in real estate development construction as well as extraction and processing of

non-metallic materials for construction.

Eurostroy and TCS Joint Stock Company (“TCS”).

TCS specializes in real estate development construction as well as extraction

and processing of non-metallic materials for construction.

John Stanfield - Chief Financial Officer

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Global Venture Consulting (GV) is a

consulting firm specializing in bringing natural resources and technology solutions to emerging and frontier markets.

Since 2013, GV has

worked with clients and partners to accelerate innovation and incorporate disruptive technology into the collection and interpretation

Prior to founding Global Venture Consulting and Prospector, from 2010 to 2013, Ms.

King was the Director of Natural Resources

for an economic development task force in the U.S.

natural resource consulting firm specializing in bringing technology solutions to emerging and frontier markets with a focus on Afghanistan

and Central Asia, the Middle East and North Africa.

Since 2013, GV has worked with clients and partners to accelerate innovation and incorporate

disruptive technology into the collection and interpretation of geologic data.

Prior to founding Global Venture Consulting and Prospector,

from 2010 to 2013, Ms.

King was the Director of Natural Resources for an economic development task force in the U.S.

Department of Defense.

In this role, Ms.

King oversaw a mineral resource exploration

and investment group for the Pentagon, in partnership with the Afghanistan Government and the U.S.

King oversaw a mineral resource exploration and investment group for the Pentagon, in partnership with the Afghanistan

Government and the U.S.

Geological Survey.

Her team conducted

exploration on fifteen mineral deposits throughout Afghanistan and tendered four copper and gold exploration assets.

For her leadership

of this program, Ms.

King was awarded the Secretary of Defense Medal for Outstanding Public Service and the Global War on Terrorism Award.

King holds and has held leadership positions in industry organizations and at the board level, including Women in Mining USA, Director

at VVC Exploration, Fellow at New America, Board Member of World Trade Center Kabul and the Afghanistan Mining Think Tank.

Her team conducted exploration on fifteen mineral deposits throughout Afghanistan and tendered

four copper and gold exploration assets.

For her leadership of this program, Ms.

King was awarded the Secretary of Defense Medal for Outstanding

Public Service and the Global War on Terrorism Award.

King holds leadership positions in industry organizations and at the board level,

including Women in Mining USA, Director at VVC Exploration, Fellow at New America, Board Member of World Trade Center Kabul and the Afghanistan

Mining Think Tank.

King was awarded the Medal of Merit from the American Mining Hall of Fame.

Ralph Welpe – Director

Ralph Welpe has

served as one of our directors since December 2021.

Welpe has 20 years of extensive work experience in investment and private banking.

He started his career at Deutsche Bank in 1997 as an M&A and Corporate Finance Investment Banker in Asia and Europe.

2009, he was Chief of Staff of Asia Pacific before joining UK Regional Management in London.

From 2011-2015, he served as Global Head

of Senior Relationship Management for Corporates & Entrepreneurs.

After that, he advised start-ups on their growth strategies before

joining Bank Julius Baer Group as Global Head of Strategic Client Management from 2017 until 2020.

Welpe is currently a Senior Advisor

to Time Partners Limited in London, a specialist merchant bank providing financial advisory services.

He is also a Senior Advisor to KingsRock

Advisors LLC in New York, a financial services advisory firm focused on capital and financial solutions and structural complexity.

is also Chairman of iAlpha AG based in Switzerland and the UK, a platform for private, professional investors.

Welpe holds an MBA

in Banking & Finance and a PhD in Strategy and M&A from the University of St.

Gallen, Switzerland .

Mrozinski - Director

Mrozinski has

served as one of our directors since December 2021.

Mrozinski is a Managing Director and Partner at Chardan, a full service investment

bank headquartered in New York.

Since June 2015, Mr.

Mrozinski has been the global head of mergers and acquisitions for Chardan where

he oversees the coordination and execution of the firm’s merger and acquisition advisory and associated capital formation services

focusing on small and medium-sized businesses.

From 1998 until 2000, Mr.

Mrozinski was an associate in the investment banking division

at TD Securities (USA) a wholly-owned subsidiary of TD Bank.

From 2000 until 2003, he was an associate in the mergers and acquisitions

group at JPMorgan in New York and Hong Kong.

Mrozinski was a Vice President of acquisitions and capital formation for Colony Capital

based in Hong Kong from 2003 until 2006 and was responsible for transactions in value exceeding $2 billion, including the acquisition

and disposition of the Swissotel and Raffles Hotel chains.

From 2006 until 2010, Mr.

Mrozinski was a Managing Director of Deutsche Bank

Real Estate, Gaming and Lodging Investment Banking group for Asia (excluding Japan) based in Hong Kong, where he led a team of investment

bankers originating and executing advisory and capital markets transactions valued in excess of $4 billion throughout Asia, UK and the

From 2010 until 2014, he was a Managing Director of Citibank’s Real Estate, Gaming and Lodging Investment Banking Group for

Asia (excluding Japan) based in Hong Kong where Mr.

Mrozinski led a team of investment bankers across Asia originating and executing advisory

and capital market transactions in excess of $2 billion.

Dominik Oggenfuss - Director

Oggenfuss has extensive

management, marketing and leadership experience in private debt management, private credit fund, asset management, wealth management and

Oggenfuss most recently served as the Managing Director, Head of Business Development of VI Capital Pte.

in Singapore, an Asian private debt manager focused on mid-market segments of small to medium enterprises.

Prior to 2010, Mr.

worked as a risk management associate in market risk management and risk control with J.P.

Morgan’s investment banking arm in the

United Kingdom, London.

From 2010, Mr.

Oggenfuss was the Vice President of J.P.

Morgan Private Bank Suisse SA, Geneva, Zurich and Swiss

team and family office.

Thereafter, Mr.

Oggenfuss was the Executive Director of UBS AG, Wealth Management, European International Desk,

Client Advisor UHNWI in Singapore.

Oggenfuss proceeded to work as the Global Head of Sales and Investor Relations and Executive Committee

Member of EFAGroup, Trade Finance and Asset Management and subsequently, as the Executive Director, Head of Funding and Chief Investment

Officer of Incomlend Capital, an award-winning, Sequoia-backed fintech, supply chain finance platform.

In addition to his extensive professional

experience, Mr.

Oggenfuss holds an M.A.

in Political Science and Economics from the University of Zurich, Department

of Political Science and Harvard Business School’s Executive Education Program.

Andrew Switaj - Director

Switaj has over 20 years

of risk advisory experience having served in the United States Army Special Forces and held senior roles in government agencies of the

United States and multi-national corporations.

Switaj is an experienced risk professional and has advised multiple boards on the acquisition

and operation of assets in Asia, Africa and the Middle East.

Switaj has also had a decorated military career.

He served in the United

States’ military following the events of September 11, 2001.

In 2003, he completed the US Special Forces Assessment and Selection

and graduated from the US Army Special Forces Qualification Course.

Switaj then served in Iraq and Afghanistan with the US Special

Forces until 2012.

Thereafter, Mr.

Switaj acted as the US Special Operation Command’s senior consultant for the Defense Threat Reduction

Agency’s genomic and proteomic sequencing center at the Aberdeen Proving Ground, Maryland.

Switaj completed his government sector

work as advisor to the Commanding General of NATO Special Operations Command in Mons, Belgium.

Prior to 2019, Mr.

Switaj was working with

Indonesia-based Chevron’s IndoAsia Business Unit as the senior risk management advisor where he oversaw a business unit spanning

from Sumatra, Indonesia, to the Philippines.

He also provided risk assessment analysis for several of Chevron’s major capital projects

along with the divestment of Chevron’s geothermal assets and served as a member of Chevron’s Decision Review Board.

is currently the founder and chief executive officer of CSG Pte.

Ltd., where he advises clients on various facets of risk management and

security in the mining, oil and gas, and energy sectors.

Switaj has a degree from the University of South Florida in Political Science

with a focus on International Policy and also studied finance and economics at Northeastern University.

Number and Terms of Office of Officers and

Our board of directors currently

has five members, three of whom are deemed “independent” under SEC and Nasdaq rules.

We may not hold an annual meeting of

stockholders until after we consummate our initial business combination.

Our officers are appointed by the board of directors and serve

at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint

persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our directors may consist of a chairman

of the board, and that our officer may consist of chief executive officer, president, chief financial officer, vice president(s), secretary,

treasurer and such other officers as may be determined by the board of directors.

Our board of directors has

five members, three of whom are deemed “independent” under SEC and Nasdaq rules.

We may not hold an annual meeting of stockholders

until after we consummate our initial business combination.

Our officers are appointed by the board of directors and serve at the discretion

of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices

set forth in our bylaws as it deems appropriate.

Our bylaws provide that our directors may consist of a chairman of the board, and that

our officer may consist of chief executive officer, president, chief financial officer, vice president(s), secretary, treasurer and such

other officers as may be determined by the board of directors.

Committees of the Board of Directors

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committee of the board of directors, which consists of Ms.

Welpe and Mr.

Mrozinski, each of whom is an independent director.

Welpe serves as chair of the audit committee.

Oggenfuss, and Mr.

Switaj, each of whom is an independent director.

Oggenfuss serves as chair of the audit committee.

The audit committee’s duties, which are specified in our Audit Committee Charter,

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The board of directors has determined that Mr.

Mrozinski qualifies as an “audit committee financial expert,”

Oggenfuss qualifies as an “audit committee financial expert,”

as defined under rules and regulations of the SEC.

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committee of the board of directors consisting of Ms.

Welpe and Mr.

Mrozinski, each of whom is an independent director.

Mrozinski serves as chair of the compensation committee.

Oggenfuss, and Mr.

Switaj, each of whom is an independent director.

Oggenfuss serves as chair of the compensation committee.

We have adopted a compensation committee charter, which details the principal

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out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

Welpe and Mr.

Mrozinski will participate in the consideration and recommendation of director nominees.

Oggenfuss, and Mr.

Switaj will participate in the consideration and recommendation of director nominees.

In accordance with

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equity securities, to file with the SEC reports of beneficial ownership and reports of changes in beneficial ownership in the Company’s

As no such change in beneficial ownership occurred in the year ended December 31, 2022, no late Section 16(a) Reports were

As no such change in beneficial ownership occurred in the year ended 31, 2023, no late Section 16(a) Reports were filed.

Executive Compensation.

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The following table sets

forth information regarding the beneficial ownership of our common stock as of February 21, 2023 based on information obtained from the

persons named below, with respect to the beneficial ownership of common stock, by:

forth information regarding the beneficial ownership of our common stock as of April 16, 2024 based on information obtained from the persons

named below, with respect to the beneficial ownership of common stock, by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;

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In the table below, percentage

ownership is based on 10,011,662 shares of our common stock, issued and outstanding as of February 21, 2023.

ownership is based on 4,456,827 shares of our common stock, issued and outstanding as of April 16, 2024

Unless otherwise indicated,

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Name and Address of Beneficial Owner (1)

Percentage of

of Outstanding

Welsbach Acquisition Holdings LLC (our sponsor) (2)

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John Stanfield

Matthew Mrozinski

Ralph Welpe (former director)

Matthew Mrozinski (former director)

All officers and directors as a group (7 individuals)

Other 5% Stockholders

Hudson Bay Capital Management LP (3)

Polar Asset Management Partners Inc.

Ari Glass (5)

Shaolin Capital Management LLC (6)

Lighthouse Investment Partners, LLC (7)

ATW SPAC Management LLC (8)

* less than 1%

5% Stockholders

River North Capital Management, LLC (3)

(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o 160

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beneficial ownership of the shares held by Welsbach Acquisition Holdings LLC, except to the extent of their pecuniary interest therein.

(3) According to a Schedule 13G filed on February 10, 2023, Hudson Bay Capital Management LP and Sander Gerber

acquired 750,000 shares of common stock.

The business address for Sander Gerber and for Hudson Bay Capital Management LP is 28 Havemeyer

Place, 2 nd Floor, Greenwich, CT 06830.

(4) According to a Schedule 13G/A filed on February 13, 2023, Polar Asset Management Partners Inc.

holds 837,800

(3) According to a Schedule 13G filed on February 14, 2024, River North Capital Management, LLC acquired 244,954

shares of common stock.

The business address the reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

(5) According to a Schedule 13G filed on January 31, 2023, Boothbay Fund Management, LLC, Boothbay Absolute

Return Strategies LP, and Ari Glass hold 631,936 shares of common stock.

The securities are held by one or more private funds (the “Funds”),

which are managed by Boothbay Fund Management, LLC, a Delaware limited liability company (the “Adviser”).

Ari Glass is the

Managing Member of the Adviser.

Certain subadvisors (“Subadvisors”) have been delegated the authority to act on behalf of

the Funds, including exclusive authority to vote and/or direct the disposition of certain securities held by the Fund, and such securities

may be reported in regulatory filings made by such Subadvisors.

The business address for each of the reporting persons is 140 East 45th

Street, 14th Floor, New York, NY 10017.

(6) According to a Schedule 13G filed on February 14, 2023, Shaolin Capital Management acquired 600,000 shares

of common stock.

The business address for Shaolin Capital Management LLC is 230 NW 24th Street, Suite 603, Miami, FL 33127.

(7) According to a Schedule 13G filed on February 14, 2023, Lighthouse Investment Partners, LLC, MAP 136 Segregated

Portfolio, a segregated portfolio of LMA SPC, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC and Shaolin Capital Partners

SP, a segregated portfolio of PC MAP SPC have acquired 571,370 shares of common stock.

The business address for Lighthouse Investment

Partners, LLC is 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, FL 33410.

(8) According to a Schedule 13G/A filed on February 14, 2023, ATW SPAC Management LLC and Antonio Ruiz-Gimenez

hold 631,936 shares of common stock.

The shares are held by one or more separately managed accounts managed by ATW SPAC Management LLC,

a Delaware limited liability company (the “Adviser”), which has been delegated exclusive authority to vote and/or direct the

disposition of such Units held by such separately managed accounts, which are sub-accounts of one or more pooled investment vehicles (the

“Funds”) managed by a Delaware limited liability company.

Antonio Ruiz-Gimenez and Kerry Propper are the Managing Members

of the Adviser.

The business address for each of the reporting persons is 17 State Street, Suite 2100, New York, NY10004.

The business address for River North Capital Management, LLC is 360 S.

Rosemary Ave, Suite 1420, West Palm Beach,

Securities Authorized for Issuance under

Equity Compensation Plans

New WaveTech will reserve

10.0% of the number of outstanding shares of New WaveTech Common Stock on a fully diluted basis (as of immediately following the Business

Combination) pursuant to the New WaveTech KEAP and expects to grant equity awards under the New WaveTech KEAP.

The granted awards,

when vested and settled or exercisable, may result in the issuance of additional shares up to the amount of the share reserve under the

New WaveTech KEAP.

Changes in Control

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On June 25, 2021, the Sponsor purchased 1,437,500 shares

of our Class B common stock, par value $0.0001 for an aggregate price of $25,000.

On October 13, 2021, we effected an exchange

of each such Class B shares for 1.5 our common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder

(the “Founder Shares”) of our Class B common stock, par value $0.0001 for an aggregate price of $25,000.

On October 13,

2021, we effected an exchange of each such Class B shares for 1.5 our common stock, resulting in the Sponsor holding an

aggregate of 2,156,250 Founder Shares.

We no longer have Class B stock.

Our founder holders forfeited 224,328 Founder Shares as the over-allotment option was

not exercised in full by the underwriters.

Our founder holders forfeited 224,328 Founder

Shares as the over-allotment option was not exercised in full by the underwriters.

The Founder Shares were placed into an escrow account

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For the three and nine months ended September 30, 2022, $6,500 and $19,500 has been incurred under this agreement.

In order to finance transaction costs in connection

with a business combination, certain of our officers and directors may, but are not obligated to, lend to us such funds as may be required.

If we complete a business combination, including the Business Combination, we would repay the Working Capital Loans out of the proceeds

of the trust account released to us.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust

In the event that a business combination does not close, we may use a portion of the proceeds held outside the trust account

to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans.

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

In order to finance

transaction costs in connection with a business combination, certain of our officers and directors may, but are not obligated to,

lend to us such funds as may be required (the “Working Capital Loans”).

If we complete a business combination, including

the Business Combination, we would repay the Working Capital Loans out of the proceeds of the trust account released to

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account.

In the event that a

business combination does not close, we may use a portion of the proceeds held outside the trust account to repay the Working

Capital Loans but no proceeds held in the trust account would 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

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 Units.

As of September 30, 2022,

there were no Working Capital Loans outstanding.

On September 30, 2022, WTMA issued a first promissory

On September 30, 2022, WTMA issued a promissory

note in the principal amount of $772,769 to the Sponsor in connection with the extension of period of time for WTMA to complete a business

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

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

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

of $10.00 per unit.

combination (“Promissory Note”).

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

consummation of WTMA’s initial business combination out of the proceeds of the Trust Account released to WTMA’s or (ii) at

the Sponsor’s discretion, converted, in full or in part, upon consummation of WTMA’s business combination into additional

private units at a price of $10.00 per unit.

As of September 30, 2022, there was a $772,769 balance outstanding under the Promissory Note.

On December 30, 2022

WTMA issued a second promissory note in the principal amount of $772,769 to the Sponsor in connection the extension of period of

time for the Company to complete a business combination on the same terms as the First Promissory Note.

On December 30, 2022 WTMA issued a second promissory note in the principal amount of $772,769 to the Sponsor in connection the extension

of period of time for the Company to complete a business combination on the same terms as the Promissory Note.

On March 30, 2023, April 30, 2023, May 30, 2023,

June 30, 2023, July 30, 2023 and August 30, 2023, the Company further 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 a promissory

note (the “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 a promissory

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

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 for cash.

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 for cash.

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.

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.

If any of our officers or directors becomes aware

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or director has a fiduciary or contractual obligation.

After the closing of the Business Combination, members

of our management team who remain with WaveTech may be paid consulting, management or other fees from New WaveTech with any and all amounts

being fully disclosed to its stockholders, to the extent then known, in the proxy solicitation or tender off materials, as applicable,

furnished to its stockholders.

No compensation of any kind, including finder’s

and consulting fees, will be paid to the Sponsor, officers and directors, or their respective affiliates, for services rendered prior

to or in connection with the completion of an initial business combination.

However, these individuals will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers,

directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or

ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

No compensation of any

kind, including finder’s and consulting fees, will be paid to the Sponsor, officers and directors, or their respective

affiliates, for services rendered prior to or in connection with the completion of an initial business combination.

However, these

individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as

identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will

review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine

which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket

expenses incurred by such persons in connection with activities on our behalf.

All ongoing and future transactions

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Our Board of Directors has determined that Ms.

Welpe and Mr.

Mrozinski are each an “independent director”

Oggenfuss, and Mr.

Switaj are each an “independent director”

as defined in the Nasdaq listing standards and applicable SEC rules.

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The aggregate

fees of UHY related to audit services in connection with our initial public offering totaled approximately $76,977.

The above amounts

include interim procedures and audit fees, as well as attendance at audit committee meetings.

fees of UHY related to audit services in connection with our initial public offering for December 31, 2023 and 2022 totaled approximately

$0 and $76,977, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees .

Audit-related

fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our

financial statements and are not reported under “Audit Fees.” These services include attest services that are not required

by statute or regulation and consultations concerning financial accounting and reporting standards.

During the year ended December 31,

2022 and 2021 we did not pay UHY any audit-related fees.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or

review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are

not required by statute or regulation and consultations concerning financial accounting and reporting standards.

During the year ended

December 31, 2023 and 2022 we did not pay UHY any audit-related fees.

pay UHY for tax services, planning or advice for the year ended December 31, 2023 and 2022.

All Other Fees .

paid UHY $210,125 and $0 for any other services for the year ended December 31, 2022 and 2021, respectively.

We paid UHY $28,188 and $210,125 for any other services for the year ended December 31, 2023 and 2022, respectively.

Pre-Approval Policy

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prior to the completion of the audit).

Exhibit and Financial Statement Schedules.

The following documents are filed as part of this Report:

Financial Statements

TECHNOLOGY METALS ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB Number 1195 )

Exhibit and Financial Statement

(a) The following documents

are filed as part of this Form 10-K:

(1) Consolidated Financial

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

INDEX TO CONSOLIDATED FINANCIAL

Report of Independent Registered Public Accounting Firm (PCAOB Number 1195 ) F-2

Consolidated Financial Statements:

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Notes to Consolidated Financial Statements F-7 to F-23

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and the Board of Directors of

Technology Metals Acquisition Corp.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Welsbach Technology Metals Acquisition Corp.

(the Company) as of December

31, 2022 and 2021, and the statements of operations, changes in stockholders’ deficit and cash flows for the year ended December

31, 2022 and for the period from May 27, 2021 (inception) to December 31, 2021, and the related notes (collectively, the consolidated

financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2022 and 2021, and the results of its operations and cash flows for the year ended December

31, 2022 and for the period from May 27, 2021 (inception) to December 31, 2021, in conformity with accounting principles generally accepted

in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

in Note 1 to the consolidated financial statements, the Company has no revenue, its business plan is dependent on the completion of a

business combination and the Company must liquidate if the business combination is not consummated within one month.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans regarding these matters

are also described in Note 1 to the consolidated financial statements.

The consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Welsbach Technology Metals Acquisition Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Welsbach Technology Metals Acquisition Corp.

(the “Company”) as of December 31, 2023 and 2022, and the related

consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period

ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,

and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity

with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company has no revenue, its business plan is dependent on future financing and the completion of the initial business combination,

and the Company’s cash and working capital as of December 31, 2023 are not sufficient to complete its planned activities for the

upcoming year.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

evaluation of the events, conditions and plans regarding these matters are also described in Note 1 to the consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, and our opinion

is not modified with respect to that matter.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement.

We believe that our audit provides a reasonable basis for our opinion.

have served as the Company’s auditor since 2021.

York , New York

TECHNOLOGY METALS ACQUISITION CORP.

BALANCE SHEETS

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s

auditor since 2021.

New York, New York

April 16, 2024

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

CONSOLIDATED BALANCE SHEETS

Current assets

2 unchanged sentences

Restricted cash

Investment held in Trust Account

Cash and investment held in Trust Account

LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT

4 unchanged sentences

Income taxes payable

Convertible promissory note – related party

Excise tax payable

Convertible promissory notes and working capital loans – related party

Total current liabilities

11 unchanged sentences

100,000,000 shares authorized;

2,283,976 and 2,503,750 shares issued and outstanding at December 31, 2022 and 2021, respectively (1)

2,283,976 shares issued and outstanding at December 31, 2023 and 2022, respectively (excluding 2,172,851 and 7,727,686 shares at December 31, 2023 and 2022, respectively, subject to redemption)

Accumulated deficit

( 9,266,105 )

( 5,939,864 )

TOTAL STOCKHOLDERS’ DEFICIT

( 9,265,877 )

( 5,939,636 )

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT

(1) At December 31, 2021, included up to 281,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY METALS ACQUISITION CORP.

STATEMENTS OF OPERATIONS

2021 (inception) to December 31,

The accompanying notes are

an integral part of these consolidated financial statements.

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF

For the Year Ended December 31,

Operating expenses

2 unchanged sentences

Loss from operations

( 2,222,981 )

( 3,331,190 )

Other income:

8 unchanged sentences

Basic and diluted net loss per share of common stock - no redemption feature

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY METALS ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2022 AND THE PERIOD FROM MAY 27, 2021 (INCEPTION)

THROUGH DECEMBER 31, 2021

The accompanying notes are

an integral part of these consolidated financial statements.

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF

CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER

31, 2023 AND 2022

Stockholders’

Balance, May 27, 2021 (inception)

Issuance of common stock to Sponsor

Sale of Private Units to insiders

Proceeds from Initial Public Offering Costs allocated to Public Units (net of offering costs)

Accretion for redeemable common stock to redemption value

( 5,892,011 )

( 1,163,469 )

Balance, December 31, 2021 (1)

Balance, January 1, 2022 (1)

$ ( 1,232,073 )

11 unchanged sentences

( 5,939,636 )

(1) At December 31, 2021, included up to 281,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY METALS ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

(inception) to

Accretion for redeemable common stock to redemption value

( 2,688,399 )

Excise tax on redemption of Class A common stock

Balance, December 31, 2023

$ ( 9,266,105 )

$ ( 9,265,877 )

(1) At December 31, 2021, included

up to 281,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters

(see Note 5).

The accompanying notes are

an integral part of these consolidated financial statements.

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF

For the Year Ended

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

( 2,168,659 )

( 1,121,159 )

Changes in operating assets and liabilities:

5 unchanged sentences

NET CASH USED IN OPERATING ACTIVITIES

( 1,347,387 )

CASH FLOWS FROM INVESTING ACTIVITIES

1 unchanged sentence

( 3,822,397 )

( 75,000,000 )

Notes receivable - related party

Repayment of notes receivable - related party

Cash withdrawn from Trust Account in connection with redemption

Cash withdrawn from Trust Account to pay franchise and income taxes

NET CASH USED IN INVESTING ACTIVITIES

( 3,523,983 )

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

( 3,523,983 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from initial public offering

Proceeds from exercise of over-allotment option

1 unchanged sentence

Proceeds from convertible promissory note - related party

Proceeds from issuance of common stock to Sponsor

Redemption of common stock - due to shareholders

( 58,351,987 )

Payment of offering costs

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

( 57,052,053 )

NET CHANGE IN CASH AND RESTRICTED CASH

9 unchanged sentences

Deferred underwriting commission payable

Initial value of Class A common stock subject to possible redemption

Excise tax on redemption of Class A common stock

Accretion for redeemable common stock to redemption value

accompanying notes are an integral part of these consolidated financial statements.

1 — Description of Organization and Business Operations and Liquidity

Technology Metals Acquisition Corp.

The accompanying notes are

an integral part of these consolidated financial statements.

Note 1 — Description of Organization

and Business Operations and Liquidity

Welsbach Technology Metals

Acquisition Corp.

(the “Company”) was incorporated in Delaware on May 27, 2021.

The Company is a blank

check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,

reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).

Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and

emerging growth companies.

Company has one subsidiary, WTMA Merger Subsidiary Corp., a direct wholly owned subsidiary of the Company incorporated in the Delaware

on October 19, 2022.

The Company is a blank check company formed

for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other

similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is not limited

to a particular industry or geographic region for purposes of consummating a Business Combination.

The Company is an early stage and emerging

growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has one subsidiary,

WTMA Merger Subsidiary Corp., a direct wholly owned subsidiary of the Company incorporated in the state of Delaware on October 19, 2022.

As of December 31, 2023, the subsidiary had no activity.

of December 31, 2022, the Company had not commenced any operations.

All activity through December 31, 2022, relates to the Company’s

formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective

Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income earned on investments from the proceeds

derived from the IPO.

As of December 31, 2023,

the Company had not commenced any operations.

All activity through December 31, 2023, relates to the Company’s formation and Initial

Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO.

The registration statement for the Company’s IPO was declared effective on December 27, 2021.

30, 2021, the Company consummated the IPO of 7,500,000 units (“Units”), each Unit containing one share of common stock (the

“Public Shares”) and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination

(the “Public Rights”), at $ 10.00 per Unit generating gross proceeds of $ 75,000,000 , which is discussed in Note 3.

has selected December 31 as its fiscal year end.

Simultaneously

with the closing 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.

Company granted the underwriters a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any.

On January 14, 2022,

the underwriters partially exercised the option (the “Over-allotment”) and purchased 227,686 additional Units (the “Over-allotment

Units”), generating gross proceeds of $ 2,276,860 .

the closing of the Over-allotment on January 14, 2022, the Company consummated a private sale of an additional 4,554 Private Placement

Units at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 45,540 .

As of January 14, 2022, a total of $ 77,276,860

of the net proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Units has been placed in the

Trust Account.

As the over-allotment option was only partially exercised, 224,328 shares of common stock purchased by the Initial Stockholders

(as defined below) have been forfeited for no consideration.

costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $ 4,788,445 , consisting of $ 1,545,537

of underwriting fees, $ 2,704,690 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 538,219

of other costs.

As described in Note 6, the $ 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 agreement entered into in connection with the IPO (the

“Underwriting Agreement”).

the closing of the IPO, $ 75,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement

Units was placed in a trust account (“Trust Account”).

On December 30, 2021, the Company

consummated the IPO of 7,500,000 units (“Units”), each Unit containing one share of common stock (the “Public Shares”)

and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination (the “Public Rights”),

at $ 10.00 per Unit generating gross proceeds of $ 75,000,000 , which is discussed in Note 3.

The Company has selected December 31 as its

fiscal year end.

Simultaneously with the closing

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.

The Company granted the underwriters

a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any.

On January 14, 2022, the underwriters partially exercised

the option (the “Over-allotment”) and purchased 227,686 additional Units (the “Over-allotment Units”), generating

gross proceeds of $ 2,276,860 .

Upon the closing of the over-allotment

on January 14, 2022, the Company consummated a private sale of an additional 4,554 Private Placement Units at a price of $ 10.00 per Private

Placement Unit, generating gross proceeds of $ 45,540 .

As of January 14, 2022, a total of $ 77,276,860 of the net proceeds from the IPO

(including the Over-allotment Units) and the sale of Private Placement Units has been placed in the Trust Account (defined below).

the over-allotment option was only partially exercised, 224,328 shares of common stock purchased by the Initial Stockholders (as defined

below) have been forfeited for no consideration.

Offering costs for the IPO

and underwriters’ partial exercise of the over-allotment option amounted to $ 4,788,446 , consisting of $ 1,545,537 of underwriting

fees, $ 2,704,690 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 538,219 of other costs.

As described in Note 6, the $ 2,704,690 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination,

subject to the terms of the underwriting agreement entered into in connection with the IPO (the “Underwriting Agreement”).

Following the closing

of the IPO, $ 75,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units

was placed in a trust account (“Trust Account”).

The amounts placed in the Trust Account will be invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment

Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market

fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act,

as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust

Account, as described below.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale

of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the

Trust Account excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the

Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company will only complete a

Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target

or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act.

There is no assurance the Company will be able to successfully effect a Business Combination.

Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Stockholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

of the Public Shares contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection

with certain amendments to the Company’s amended and restated certificate of incorporation.

In accordance with Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities

from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require

common stock subject to redemption to be classified outside of permanent equity.

Given that the Public Shares will be issued with other

freestanding instruments (i.e., Public Rights as defined in Note 3), the initial carrying value of the Public Shares classified as temporary

equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”.

The Public Shares are subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has

the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it

becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize

changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value

at the end of each reporting period.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the

“Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself

out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of

the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and

(ii) the distribution of the Trust Account, as described below.

On November 8, 2023, to mitigate the risk of the Company being

deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of

the Investment Company Act), the Company liquidated the U.S.

government treasury obligations held in the Trust Account and placed

all funds in the Trust Account in an interest-bearing deposit account.

The Company’s management

has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units,

although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial

Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the Trust Account excluding the amounts

due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement

to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction

company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in

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

There is no assurance

the Company will be able to successfully effect a Business Combination.

The Company will provide

the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of

their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve

the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of

a Business Combination or conduct a tender offer will be made by the Company.

The Public Stockholders will be entitled to redeem their

Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus

any pro rata interest then in the Trust Account, net of taxes payable).

All of the Public Shares

contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation,

if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain

amendments to the Company’s amended and restated certificate of incorporation.

In accordance with Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”

(“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require common stock subject

to redemption to be classified outside of permanent equity.

Given that the Public Shares will be issued with other freestanding instruments

(i.e., Public Rights as defined in Note 3), the initial carrying value of the Public Shares classified as temporary equity will be the

allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”.

The Public Shares are

subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i)

accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the

instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption

value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting

The Company has elected to recognize the changes immediately.

While redemptions cannot cause the

Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and are classified as such on the consolidated

balance sheets until such date that a redemption event takes place.

of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to

an agreement relating to the Company’s Business Combination.

If the Company seeks stockholder approval of the Business Combination,

the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination,

or such other vote as required by law or stock exchange rule.

If a stockholder vote is not required by applicable law or stock exchange

listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant

to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission

(“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder

approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder

approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to

the proxy rules and not pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination,

the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor

of approving a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and

if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding

the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or

any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 20 % or more of the Public Shares sold in the IPO, without the prior consent of the Company.

Company’s Sponsor, officers and directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed

not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation

to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders

with the opportunity to redeem their shares of Common Stock in conjunction with any such amendment.

the Company is unable to complete a Business Combination by September 30, 2022, 9 months following the consummation of the Company’s

IPO, or 12 or 15 months following the IPO if the deadline is extended, as the Sponsor or its affiliates or designees may, but are not

obligated to, extend the period of time to consummate a Business Combination two times by an additional three months, provided that,

pursuant to the terms of the Company’s Certificate of Incorporation and the trust agreement, the Sponsor or its affiliates or designees,

upon five days’ advance notice prior to the applicable deadline, deposit into the Trust Account $ 862,500 ($ 0.10 per share in either

case, or an aggregate of $ 1,500,000 (or up to $ 1,725,000 if the over-allotment option is exercised in full)), on or prior to the date

of the applicable deadline, from the closing of the IPO (“Combination Period”), the Company will (i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem

the Public Shares, 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 the Company’s franchise and income

taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption

will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to

the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

period of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been

extended (the “Extension”) for a period of 3 months from September 30, 2022 to December 30, 2022 upon the deposit of $ 772,769

into the Trust Account on September 27, 2022 in accordance with the Company’s amended and restated certificate of incorporation.

Subsequently, The period of time for the Company to complete a business combination under its amended and restated certificate of incorporation

has been extended for a period of 3 months from December 30, 2022 to March 30, 2023 upon the deposit of $ 772,769 into the Trust Account

on December 23, 2022.

Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete

While redemptions cannot cause the Company’s net tangible

assets to fall below $ 5,000,001 , the Public Shares are redeemable and are classified as such on the consolidated balance sheets until

such date that a redemption event takes place.

Redemptions of the

Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an

agreement relating to the Company’s Business Combination.

If the Company seeks stockholder approval of the Business

Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the

Business Combination, or such other vote as required by law or stock exchange rule.

If a stockholder vote is not required by

applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or

other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer

rules of the Securities Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a

Business Combination.

If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing

requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem

shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as

defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of

whether they vote for or against the proposed transaction.

Notwithstanding the foregoing,

the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person

with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate

of 20.0 % or more of the Public Shares sold in the IPO, without the prior consent of the Company.

The Company’s Sponsor,

officers and directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed not to propose an amendment

to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100 % of its

Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity

to redeem their shares of Common Stock in conjunction with any such amendment.

The Company initially had

until September 30, 2022 to complete a Business Combination, 9 months following the consummation of the Company’s IPO, and further

extended, as described below, to 12 and 15 months following the IPO, as the Sponsor extended the period of time to consummate a Business

Combination two times by an additional three months, pursuant to the terms of the Company’s Certificate of Incorporation and the

trust agreement.

The Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but not more than ten business days thereafter, redeem the Public Shares, 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 the Company’s franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by

the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders

(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board

of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims

of creditors and the requirements of other applicable law.

The period of time for the

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

of 3 months from September 30, 2022 to December 30, 2022 upon the deposit of $ 772,769 into the Trust Account on September 27, 2022 in

accordance with the Company’s amended and restated certificate of incorporation.

Subsequently, the period of time for the Company

to complete a business combination under its amended and restated certificate of incorporation has been extended for a period of 3 months

from December 30, 2022 to March 30, 2023 upon the deposit of $ 772,769 into the Trust Account on December 23, 2022.

On March 24, 2023, the Company

held a special meeting of its stockholders.

In connection with the votes to approve the March Extensions (defined below), the stockholders

approved the proposal to amend 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 $ 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”).

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 (the “March Extensions”), 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 September 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 March 24, 2023, 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.

The amount due to the redeeming stockholders

was disbursed on April 10, 2023.

On April 10, 2023, $ 42.6

million was disbursed to holders of shares exercising their right to redeem at the special meeting of the Company’s stockholders

held on March 24, 2023 in connection with the vote to approve the March Extensions.

On September 11, 2023, the

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

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

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

into or that the proposed transaction will be consummated.

On 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

approximately $ 15.7 million.

The amount due to the redeeming stockholders was subsequently disbursed on October 12, 2023.

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”).

The Notice indicates that the Company has 45 calendar days (the “Deadline”) to submit a plan (the “Compliance Plan”)

to regain compliance with the Rule.

If Nasdaq accepts the Compliance Plan, Nasdaq can grant the Company an extension of up to 180 calendar

days from the date of the Notice to evidence compliance.

On November 12, 2023 the Company received an extension to regain compliance with

the Rule on or before April 8, 2024.

As of April 5, 2024, the Company has received e-mail confirmation from Nasdaq that the Total Holder

Requirement deficiency has been cured, followed by a formal confirmation from Nasdaq on April 11, 2024.

On October 16, 2023, the

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

Andrew Switaj and Mr.

Dominik Michael Oggenfuss (each, a “New

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

In connection with the Appointment,

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

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

On November 8, 2023, to mitigate

the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test

of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S.

government treasury obligations held in the Trust

Account and placed all funds in the Trust Account in an interest-bearing deposit account.

The Initial Stockholders

have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination

within the Combination Period.

However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering,

they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete

a Business Combination within the Combination Period.

However, if the Initial Stockholders should acquire Public Shares in or after the

Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares

if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights

to its deferred underwriting fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination

within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that

will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value

of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 per shares held in the

Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to

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

the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will

not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or

to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public

Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (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.

The Company will seek to reduce the possibility that the Sponsor will have

to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s

independent registered public accounting firm), prospective target businesses or other entities with which the Company does business,

execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

and Uncertainties

continues to evaluate the impacts of the COVID-19 pandemic and the military conflict in Ukraine on the financial markets and on the industry,

and has concluded that while it is reasonably possible that the pandemic and the conflict could have an effect on the Company’s

financial position, results of its operations and the Company’s ability to consummate a Business Combination, the specific impacts

are not readily determinable as of the date of the consolidated financial statements.

The consolidated financial statements do not include

any adjustments that might result from the outcome of these uncertainties.

August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for,

among other things, a new U.S.

The underwriters have agreed to waive their rights to its deferred underwriting

fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period,

and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption

of the Public Shares.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available

for distribution (including Trust Account assets) will be only $ 10.00 per shares held in the Trust Account.

In order to protect the amounts

held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services

rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction

agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party

who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims

under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities

under the Securities Act of 1933, as amended (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.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by

endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective

target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim

of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

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 August 16, 2022, the Inflation

Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed

on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally

1 % of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise

tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value

of stock repurchases during the same taxable year.

domestic corporations and certain U.S.

domestic subsidiaries

of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation

itself, not its stockholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value

of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations

are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the

same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the

Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the

abuse or avoidance of the excise tax.

redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,

may be subject to the excise tax.

Department of the Treasury (the “Treasury”)

has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other

repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be

subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business

Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions

and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)

the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued

not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content

of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the

redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction

in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Concern, Liquidity and Capital Resources

of December 31, 2022, the Company had operating cash of $ 309,881 , restricted cash of $ 213,182 (excess permitted withdrawal), and a working

capital deficit of $ 3,234,946 .

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its

financing and acquisition plans.

The Company has no revenue, and its business plan is dependent on the completion of a Business Combination

within the Combination Period.

and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination,

(iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or

otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination)

and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by

the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s

ability to complete a Business Combination.

On March 24, 2023 and September

29, 2023, the Company’s stockholders redeemed 4,097,964 and 1,456,871 Common shares for a total of $ 42,636,600 and $ 15,715,387 ,

respectively.

The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”.

ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset

or the incurrence of a liability can range from probable to remote.

A contingent liability must be reviewed at each reporting period to

determine appropriate treatment.

The excise tax is determined at year end based on events that occurred during the year.

The excise tax

is representative of a contingent liability that is probable of occurring due to the extension to June 30, 2024, past the end of the Company’s

current year reporting period.

The Company would be required to record a liability in the amount of the excise tax liability which would

be calculated as 1 % of the shares redeemed during the reporting period.

This position would be reviewed at the end of each reporting period

for any change in fact.

If the SPAC were to completely liquidates and dissolves (within the meaning of § 1.331-1(d)(1)(ii)) during

a taxable year (that is, has a final distribution in complete liquidation to which § 331 applies during that taxable year), no distribution

by that covered corporation or covered surrogate foreign corporation during that taxable year is a repurchase.

such the Company has recorded a 1 % excise tax liability in the amount of $ 583,520 on the Company’s consolidated balance sheets as

of December 31, 2023.

The liability does not impact the Company’s consolidated statements of operations and is offset against additional

paid-in capital or accumulated deficit if additional paid-in capital is not available.

Going Concern, Liquidity

and Capital Resources

As of December 31, 2023,

the Company had operating cash of $ 6,760 , restricted cash of $ 161,449 (excess permitted withdrawal), and a working capital deficit of

$ 6,641,187 .

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition

The Company has no revenue, and its business plan is dependent on the completion of a Business Combination within the Combination

If the Company is unable to compete a Business Combination within the Combination Period, it must liquidate.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within a reasonable period

of time, which is considered to be one year from the issuance date of the consolidated financial statements.

the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts

payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses,

traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material

agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the

business combination.

If the Company’s estimates 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, the Company may have insufficient funds available

to operate its business prior to a Business Combination.

factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date

the consolidated financial statements are issued.

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.

2 — Summary of Significant Accounting Policies

of Presentation

accompanying consolidated financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles

generally accepted in the United States of America and pursuant to the accounting and disclosure rules and regulations of the SEC.

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany

balances and transactions have been eliminated in consolidation.

Growth Company

Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a

class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for

public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging

growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

preparation of consolidated financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the consolidated financial statements.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern within a reasonable period of time, which is

considered to be one year from the issuance date of the consolidated financial statements.

Until the consummation of

a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying

and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and

from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements

of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business

If the Company’s estimates 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, the Company may have insufficient funds available to operate

its business prior to a 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 June 30, 2024, 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.

The Company 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

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.

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.

Note 2 — Summary of Significant Accounting

Basis of Presentation

The accompanying consolidated

financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated

financial statements include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany balances and transactions

have been eliminated in consolidation.

Emerging Growth Company

The Company is an emerging

growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging

growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period,

which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an

emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

Use of Estimates

The preparation of consolidated

financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial

Making estimates requires management to exercise significant judgment.

Such estimates

may be subject to change as more current information becomes available and accordingly the actual results could differ significantly

from those estimates.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change

in the near term due to one or more future confirming events.

Such estimates may be subject to change as more current

information becomes available and accordingly the actual results could differ significantly from those estimates.

It is at least reasonably

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated

financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future

confirming events.

Actual results could differ from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2022 and 2021.

of December 31, 2022, the Company has withdrawn $ 298,414 from the Trust Account for the purpose of paying the Company’s franchise

Cash and Cash Equivalents

The Company considers all

short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have

any cash equivalents as of December 31, 2023 and 2022.

Restricted Cash

As of December 31, 2023,

the Company had withdrawn $ 58,351,987 from Trust Account in connection with redemptions.

For the year ended December 31, 2022, the Company

had withdrawn $ 298,414 from the trust account for the purpose of paying the Company’s franchise and income taxes.

In the fourth

quarter of 2022, the Company partially used the amount to pay $ 85,232 of franchise taxes.

The balance of $ 213,182 was recorded by the

Company as an excess permitted withdrawal from the Company’s trust account and as restricted cash, to be utilized to pay outstanding

franchise and income taxes.

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.

As of August 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.

The Company partially used the amount to pay $ 85,232 of 2021 and 2022 franchise taxes.

The balance of $ 213,182 will

be utilized to pay the outstanding franchise and income taxes.

As of December 31, 2021, the Company has no restricted cash balance.

Held in Trust Account

December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in U.S.

of December 31, 2023 and 2022, there are restricted cash balances of $ 161,449 and $ 213,182 , respectively, which will be utilized to pay

the outstanding franchise and income taxes.

Investment Held in

Trust Account

At December 31, 2023, substantially

all of the assets held in Trust Account were held in cash.

At December 31, 2022, substantially all of the assets held in Trust Account

were held in mutual funds which are invested primarily in U.S.

Treasury securities.

The Company’s

investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the consolidated balance

sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held

in Trust Account are included in interest income from investments held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

Costs associated with the IPO and over-allotment

costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs of the

IPO amounted to $ 4,663,218 , which was charged against additional paid-in capital and common stock subject to redemption upon the completion

Subsequently, additional offering cost of $ 125,228 was incurred with the Over-allotment in January 2022 and was also charged

against additional paid-in capital and common stock subject to redemption in January 2022.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Depository Insurance Corporation limit.

As of December 31, 2022, the Company has not experienced

losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily

due to their short-term nature.

Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which

requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities

are computed for differences between the consolidated financial statement and tax bases of assets and liabilities that will result in

future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected

to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement

of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely

than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of December 31, 2022 and

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were

accrued for the payment of interest and penalties for the year ended December 31, 2022 and for the period from May 27, 2021 (date of

inception) to December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since

provision for income taxes for the year ended December 31, 2022, was $ 180,688 .

The provision for income taxes was deemed to be de minimis

for the period from May 27, 2021 (inception) through December 31, 2021.

Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480.

Shares of common stock

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

Conditionally redeemable

common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption

upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

times, common stock is classified as stockholders’ equity.

The Company’s Public Shares sold in the IPO feature certain redemption

rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

7,727,686 and 7,500,000 shares of common stock subject to possible redemption on December 31, 2022 and 2021, respectively, is presented

as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value.

would view the end of the reporting period as if it were also the redemption date for the security.

The change in the carrying value

of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit.

shares of common stock reflected on the consolidated balance sheets are reconciled on the following table:

The Company’s investments held in the Trust

Account are classified as trading securities.

Trading securities are presented on the consolidated balance sheets at fair value at the

end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included

in interest income from investments held in Trust Account in the accompanying consolidated statements of operations.

The estimated fair

values of investments held in Trust Account are determined using available market information.

Offering Costs associated

with the IPO and over-allotment

Offering costs consist principally

of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs of the IPO amounted to $ 4,663,218 ,

which was charged against additional paid-in capital and common stock subject to redemption upon the completion of the IPO.

Subsequently,

additional offering cost of $ 125,228 was incurred with the Over-allotment in January 2022 and was also charged against additional paid-in

capital and common stock subject to redemption in January 2022.

Concentration of Credit

Financial instruments that

potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times,

may exceed the Federal Depository Insurance Corporation limit.

As of December 31, 2023, the Company has not experienced losses on these

accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial

The fair value of the Company’s

assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.

The Company accounts for

income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both

the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected

future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be

established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of December 31, 2023

and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it.

The Company’s effective

tax rate was 0.00 % and 8.18 % for the years ended December 31, 2023 and 2022, respectively.

The effective tax rate differs from the statutory

tax rate of 21 % for the years ended December 31, 2023 and 2022, respectively, primarily due to the valuation allowance on the deferred

tax assets and merger and acquisition costs treated as permanent differences.

ASC 740 also clarifies the

accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition

threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

The Company recognizes accrued

interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts

accrued for interest and penalties as of December 31, 2023 and 2022.

The Company is currently not aware of any issues under review that

could result in significant payments, accruals or material deviation from its position.

The Company has identified

the United States as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing authorities

since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax

jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of

unrecognized tax benefits will materially change over the next twelve months.

Common Stock Subject

to Possible Redemption

The Company accounts for

its common stock subject to possible redemption in accordance with the guidance in ASC 480.

Shares of common stock subject to mandatory

redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including

common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence

of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock

is classified as stockholders’ equity.

The Company’s Public Shares sold in the IPO feature certain redemption rights that

are considered to be outside of the Company’s control and subject to occurrence of uncertain future events

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 an aggregate redemption amount of approximately $ 42.6 million.

The amount due to the redeeming stockholders

was subsequently disbursed on April 10, 2023.

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 an aggregate redemption amount of $ 15.7 million.

The amount due to the

redeeming stockholders was subsequently disbursed on October 12, 2023.

Accordingly, 2,172,851 and

7,727,686 shares of common stock subject to possible redemption on December 31, 2023 and 2022, respectively, is presented as temporary

equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

Immediately upon the closing

of the IPO, the Company recognized the accretion from the initial book value to redemption amount value.

This method would view the end

of the reporting period as if it were also the redemption date for the security.

The change in the carrying value of redeemable shares

of common stock resulted in charges against additional paid-in capital and accumulated deficit.

The shares of common stock

reflected on the consolidated balance sheets are reconciled on the following table:

Gross proceeds

1 unchanged sentence

( 2,627,413 )

( 2,550,000 )

Public shares issuance costs

( 4,626,437 )

Accretion of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at December 31, 2022

( 58,351,987 )

Accretion of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption

Loss per Common Share

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

basic and diluted loss per share on the face of the statement of operations.

The Company’s public common shares have a redemption

right, which differ from the common shares that the sponsors hold.

Accordingly, the Company has effectively two classes of shares, which

are referred to as public common shares and Founder Shares.

Redeemable ordinary shares subject to possible redemption at December 31, 2023

Net Loss per Common Share

The Company computes loss

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

per share on the face of the statement of operations.

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

the common shares that the sponsors hold.

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

common shares and Founder Shares.

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

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding

common shares during the period.

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

per share as the redemption value approximates fair value.

loss per share gives effect to all dilutive potential common shares outstanding during the period.

Dilutive loss per share excludes all

potential common shares if their effect is anti-dilutive.

The Company has excluded the Rights from the calculation of diluted loss per

share because the Rights are contingent upon the occurrence of future events and any impact would be anti-dilutive.

As a result, diluted

net loss per share is the same as basic net loss per share for the year ended December 31, 2022.

The table below presents a reconciliation

of the numerator and denominator used to compute basic and diluted net loss per common share.

following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

For the Period from

(Inception) through

Basic and diluted loss per common share

Basic loss per share is computed

by dividing net loss available to common stockholders by the weighted average number of outstanding common shares during the period.

associated with the common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates

Diluted loss per share gives

effect to all dilutive potential common shares outstanding during the period.

Dilutive loss per share excludes all potential common shares

if their effect is anti-dilutive.

The Company has excluded the Rights from the calculation of diluted loss per share because the Rights

are contingent upon the occurrence of future events and any impact would be anti-dilutive.

As a result, diluted net loss per share is

the same as basic net loss per share for the year ended December 31, 2023 and 2022.

The table below presents a reconciliation of the numerator

and denominator used to compute basic and diluted net loss per common share.

The following table reflects

the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

For the Year Ended December 31,

Basic and diluted net loss per common share

Allocation of net loss

3 unchanged sentences

Basic and diluted net loss per common share

Accounting Pronouncements

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 for the year ended December 31, 2022.

3 — Initial Public Offering and Over-Allotment

to the IPO, the Company sold 7,500,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of common stock and one right

to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination.

Company granted the underwriters a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any.

On January 14, 2022,

the underwriters partially exercised the option and purchased 227,686 additional Units.

4 — Private Placement

December 27, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale of 347,500 Private

Placement Units in a private placement transaction at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 3,475,000 .

Each Private Placement Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock

upon consummation of a Business Combination.

January 14, 2022, the Company consummated the sale of an additional 4,554 Private Placement Units, at $ 10.00 per Private Placement Unit

for an aggregate purchase price of $ 45,540 .

portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account.

the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement

Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement

Units will be worthless.

5 — Related Party Transactions

June 25, 2021, the Sponsor purchased 1,437,500 shares (the “Founder Shares”) of the Company’s Class B common stock,

par value $ 0.0001 for an aggregate price of $ 25,000 .

On October 13, 2021, the Company effected an exchange of each such Class B shares

for 1.5 shares of the Company’s common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares.

no longer has Class B common stock authorized.

The Initial Stockholders had agreed to forfeit up to 281,250 Founder Shares to the extent

that the over-allotment option is not exercised in full by the underwriters.

On January 14, 2022, the Sponsor forfeited 224,328 Founder

Shares for no consideration, due to the underwriters exercise of the over-allotment option in part.

Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company,

acting as escrow agent.

Subject to certain limited exceptions, 50 % of these shares will not be transferred, assigned, sold or released

from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination and (ii) the date on which

the closing price of our common stock equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations

and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our Business Combination and the remaining

50 % of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation

of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, we complete a liquidation, merger, stock

exchange or other similar transaction, which results in all of our stockholders having the right to exchange their shares of common stock

for cash, securities or other property.

Notes — Related Parties

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 (the “Note”).

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

December 31, 2021, the outstanding balance on the Note had been repaid in full, and borrowings under the promissory note are no longer

to Affiliates

December 31, 2021, the Sponsor funded $ 79,673 in excess of $ 3,475,000 aggregate purchase price of the Private Placement Units.

14, 2022, the Sponsor funded $ 179,463 in excess of the $ 45,540 aggregate purchase price of the Private Placement Units sold in conjunction

with the exercise of the over-allotment option (for an aggregate of $ 259,136 in excess purchase price).

As of December 31, 2022, an amount

of $ 199,573 has been paid and the remaining $ 205,663 will be repaid from Company’s operating account as soon as practicable.

addition, in order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and

directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company

completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released

to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that

a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working

Capital Loans but no proceeds held in the Trust Account would 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.

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 Units.

September 30, 2022, the Company issued a promissory note in the principal amount of $ 772,769 to the Sponsor in connection with the Extension

(Note 1) (“Promissory Note”).

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

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

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

into additional private units at a price of $ 10.00 per unit (the “Conversion”).

December 30, 2022, the Company issued a promissory note in the principal amount of $ 772,769 to the Sponsor in connection with the Extension

(Note 1) (“Promissory Note”).

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

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

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

into additional private units at a price of $ 10.00 per unit (the “Conversion”).

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,

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 for the year ended December 31, 2023.

Note 3 — Initial Public Offering and

Over-Allotment

Pursuant to the IPO, the

Company sold 7,500,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of common stock and one right to receive one-tenth

(1/10) of a share of common stock upon consummation of a Business Combination.

The Company granted the underwriters

a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any.

On January 14, 2022, the underwriters partially exercised

the option and purchased 227,686 additional Units.

Note 4 — Private Placement

On December 27, 2021, simultaneously

with the consummation of the IPO, the Company consummated the issuance and sale of 347,500 Private Placement Units in a private placement

transaction at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 3,475,000 .

Each Private Placement Unit consists

of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination.

On January 14, 2022, the

Company consummated the sale of an additional 4,554 Private Placement Units, at $ 10.00 per Private Placement Unit for an aggregate purchase

price of $ 45,540 .

A portion of the proceeds

from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account.

If the Company does not complete

a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the

redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units will be worthless.

Note 5 — Related Party Transactions

Founder Shares

On June 25, 2021, the Sponsor

purchased 1,437,500 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $ 0.0001 for an aggregate

price of $ 25,000 .

On October 13, 2021, the Company effected an exchange of each such Class B shares for 1.5 shares of the Company’s

common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares.

The Company no longer has Class B common stock

The Initial Stockholders had agreed to forfeit up to 281,250 Founder Shares to the extent that the over-allotment option is

not exercised in full by the underwriters.

On January 14, 2022, the Sponsor forfeited 224,328 Founder Shares for no consideration, due

to the underwriters exercise of the over-allotment option in part.

The Founder Shares were

placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow

Subject to certain limited exceptions, 50 % of these shares will not be transferred, assigned, sold or released from escrow

until the earlier of (i) six months after the date of the consummation of a Business Combination and (ii) the date on which the

closing price of our common stock equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations

and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after our Business Combination and the

remaining 50 % of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date

of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, we complete a

liquidation, merger, stock exchange or other similar transaction, which results in all of our stockholders having the right to

exchange their shares of common stock for cash, securities or other property.

Due to Affiliates

On December 31, 2021, the

Sponsor funded $ 79,673 in excess of $ 3,475,000 aggregate purchase price of the Private Placement Units.

On January 14, 2022, the Sponsor

funded $ 179,463 in excess of the $ 45,540 aggregate purchase price of the Private Placement Units sold in conjunction with the exercise

of the over-allotment option (for an aggregate of $ 259,136 in excess purchase price).

For the year ended December

31, 2023, the Company expensed a total of $ 120,000 for support services from the Sponsor of which $ 88,000 was reported as due to affiliates,

net of $ 6,000 payments to the Sponsor and $ 26,000 reversal of previously accrued support services.

On December 31, 2022, the Company expensed

a total of $ 120,000 for support services from the Sponsor and $ 26,000 for CFO support services of which $ 26,000 was reported as due to

affiliates, net of $ 120,000 payments to the Sponsor.

As of December 31, 2023 and

2022, there were outstanding of $ 293,663 and $ 205,663 , which will be repaid from Company’s operating account as soon as practicable,

respectively.

Related Party Loans

In addition, in order to

finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are

not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business

Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does

not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital 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 Units.

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 conversion feature was

analyzed under ASC 470-20, “Debt with Conversion or Other Options”, the Promissory Notes 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

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

of December 31, 2022, there was a $ 1,545,537 balance outstanding under the Promissory Notes.

on December 27, 2021, the Company entered into an agreement to pay the Sponsor $ 10,000 per month for the use of office space and administrative

As of December 31, 2023 and

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

Convertible Promissory Note –

Related Party

On September 30, 2022, the

Company issued a promissory note in the principal amount of $ 772,769 to the Sponsor in connection with the Extension (Note 1) (“Promissory

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

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

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

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

On December 30, 2022, the

Company issued a promissory note in the principal amount of $ 772,769 to the Sponsor in connection with the Extension (Note 1).

The Promissory

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

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

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

unit (the “Conversion”).

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 Extension (Note 1) in the principal amount of $ 125,000 for each note.

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”).

The Promissory 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 Promissory Notes did not include any premium or

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.

The total convertible promissory

notes, including related party loans reported in the accompanying consolidated balance sheets as of December 31, 2023 and 2022 were $ 2,845,471

and $ 1,545,537 , respectively.

Notes Receivable – Related Party

On May 25, 2023, the Sponsor

issued a promissory note in the principal amount of $ 125,000 to the Company.

The Promissory Note bears no interest, non-convertible and

shall be payable on August 25, 2023 (or within 3 months since date of Date of Note) or earlier at the Company’s discretion.

Sponsor has drawn amount of $ 124,166 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 foregoing summary of the promissory note is qualified in its entirety by the text

of the promissory note, a copy of which is attached as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on August 1,

2023 and incorporated by reference herein.

Support Services

For the year ended December 31, 2022, $ 120,000 has been expensed related to the agreement.

on December 27, 2021, the Company entered into an agreement to pay an entity affiliated with its Chief Financial Officer approximately

$ 6,500 per quarter for accounting services.

For the year ended December 31, 2022, $ 26,000 has been incurred under this agreement.

6 — Commitments and Contingencies

holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, will

be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for

These holders will be entitled to certain demand and “piggyback” registration rights.

However, the registration

rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective

until the termination of the applicable lock-up period for the securities to be registered.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

Company granted the underwriters a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments at the Initial

Public Offering price, less the underwriting discounts and commissions.

On January 14, 2022, the underwriters purchased an additional

227,686 Units at an offering price of $ 10.00 per Unit, generating additional gross proceeds of $ 2,276,860 to the Company.

2022, the remaining portion of the underwriters’ over-allotment option expired.

underwriters were paid a cash underwriting fee of $ 0.20 per Unit, or $ 1,545,537 in the aggregate.

In addition, $ 0.35 per Unit, or $ 2,704,690

in the aggregate will be payable to the underwriters for deferred underwriting commissions, which will become payable to the underwriters

from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms

of the Underwriting Agreement.

October 31, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company,

WTMA Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”),

and WaveTech Group, Inc., a Delaware corporation (“WaveTech” or the “Target”).

Merger & Consideration

Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions

will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”):

to the effective time of the Merger, each share of the Series A preferred stock of WaveTech, par value $ 0.01 per share (the “WaveTech

Preferred Stock”) will be converted into one share of common stock of WaveTech, par value $ 0.01 per share (the “WaveTech

Common Stock”) (such conversion, the “WaveTech Preferred Conversion”);

the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions

of the Merger Agreement and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), Merger Sub

will merge with and into WaveTech, the separate corporate existence of Merger Sub will cease and WaveTech will continue as the surviving

corporation and a wholly owned subsidiary of WTMA (the “Merger”);

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 (the “WTMA Common Stock”) determined based on a pre-money enterprise valuation of WaveTech of $ 150.0 million

and a $ 10.00 price per share of the WTMA Common Stock;

Company will immediately be renamed WaveTech Group Inc.

Rights Agreement

the closing of the Business Combination, the Sponsor and certain other investors party thereto (collectively, the “Holders”)

will enter into a registration rights agreement (the “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 SEC a registration statement on Form S-1 registering the resale, pursuant to Rule 415 under the Securities Act, 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.

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.

Support and Lock-up Agreement

October 31, 2022, the Company and WaveTech entered into a Sponsor Support and Lock-up Agreement (the “Sponsor Support and Lock-up

Agreement”), with the Sponsor and the persons set forth on this Agreement (together with the Sponsor, 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).

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 Exchange Act, with respect to any shares of the Company Common Stock owned by such Sponsor

immediately after the Closing (the “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 (as defined in the Sponsor Support and Lock-up Agreement) within any thirty

(30) consecutive Trading Day period.

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.

Support and Lock-up Agreement

October 31, 2022, the Company and the Sponsor entered into a Shareholder Support and Lock-up Agreement (the “Shareholder Support

and Lock-up Agreement”), with WaveTech and certain stockholders of WaveTech (the “Company Stockholders”).

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.

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 (the “Subject Stockholder 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 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

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.

7 — Stockholders’ Deficit

Commencing on December 27,

2021, the Company entered into an agreement to pay the Sponsor $ 10,000 per month for the use of office space and administrative support

For the year ended December 31, 2023, $ 120,000 has been expensed related to the agreement of which $ 114,000 is included in due

to affiliates in the accompanying consolidated balance sheet.

For the year ended December 31, 2022, $120,000 has been expensed and paid

related to the agreement.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of Founder Shares,

Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration

rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO.

These holders will

be entitled to certain demand and “piggyback” registration rights.

However, the registration rights agreement provides that

the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the

applicable lock-up period for the securities to be registered.

The Company will bear the expenses incurred in connection with the filing

of any such registration statements.

Underwriting Agreement

The Company granted the underwriters

a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting

discounts and commissions.

On January 14, 2022, the underwriters purchased an additional 227,686 Units at an offering price of $ 10.00

per Unit, generating additional gross proceeds of $ 2,276,860 to the Company.

In February 2022, the remaining portion of the underwriters’

over-allotment option expired.

The underwriters were paid

a cash underwriting fee of $ 0.20 per Unit, or $ 1,545,537 in the aggregate.

In addition, $ 0.35 per Unit, or $ 2,704,690 in the aggregate

will be payable to the underwriters for deferred underwriting commissions, which will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the Underwriting

Service Provider Agreement

From time to time the Company

has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify

targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services.

In connection

with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to

the extent that certain conditions, including the closing of a potential Business Combination, are met.

If a Business Combination does

not occur, the Company would not expect to be required to pay these contingent fees.

There can be no assurance that the Company will complete

a Business Combination.

Backstop Agreement

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.

Non-redemption Agreement

On September 27, 2023 and

September 29, 2023, the Sponsor entered into Non-Redemption Agreements with various stockholders of the Company pursuant to which these

stockholders committed not to redeem their redeemable shares in connection with the special meeting held on September 29, 2023, but still

retained their right to redeem in connection with the closing of the Business Combination.

The commitment to not redeem was accepted by

holders of 2,432,185 shares of redeemable common stock.

In consideration of this agreement, the Sponsor agreed to cause the surviving

entity (“MergeCo”) of any future WTMA initial business combination to issue to such shareholders a certain number of additional

ordinary or common shares of MergeCo immediately following the consummation of an initial business combination, if they continue to hold

such Non-Redeemed Shares through the special stockholder meeting.

Advisory Agreement

On September 8, 2023 the

Company engaged J.V.B.

Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”) to provide

various advisory services related to extension and closing a transaction.

The Company shall make a payment to CCM if the following conditions

are met (i) the Extension is approved, (ii) the Extension is for at least six months, (iii) a minimum of $ 25,000,000 remains in the Trust

Account immediately following the Extension and (iv) no more than 500,000 shares of the Company were transferred to non-affiliate holders

of the Company’s founder shares or Target’s equity in connection with the Extension.

CCM shall receive 100,000 common shares

or equivalent equity of the publicly listed post-business combination company (the “Post-Closing Company”) (the “Fee

Shares”), which Fee Shares shall be issued at the closing of the Business Combination in book entry form in the name of and delivered

to CCM (or its designee).

The Fee Shares, if issued, shall be duly authorized, validly issued, fully paid and non-assessable and shall

be registered for resale under the Act, or otherwise freely tradeable, as of the delivery of the fee shares.

Note 7 — Stockholders’ Deficit

Recapitalization

— On June 25, 2021, the Sponsor purchased 1,437,500 shares of Class B common stock for an aggregate purchase price of $ 25,000 .

On October 13, 2021, the Company effected an exchange of each such share of Class B common stock for 1.5 shares of our common stock,

resulting in the Sponsor holding an aggregate of 2,156,250 founder shares.

On October 13, 2021, the Company effected an exchange of each such share of Class B common stock for 1.5 shares of our common stock, resulting

in the Sponsor holding an aggregate of 2,156,250 founder shares.

The Company no longer has Class B common stock authorized.

stock —The Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.0001 per share.

of December 31, 2021, there were 2,503,750 shares of Common Stock outstanding (excluding 7,500,000 shares of Common Stock subject to

possible redemption).

As of December 31, 2022, there were 2,283,976 shares of common stock outstanding (excluding 7,727,686 shares of

common stock subject to possible redemption).

8 — Income Tax

Company’s net deferred tax asset (liabilities) are as follows:

— The Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.0001 per share.

As of December 31,

2023 and 2022, there were 2,283,976 shares of common stock outstanding excluding 2,172,851 and 7,727,686 shares of common stock subject

to possible redemption, respectively.

NOTE 8 — Income Tax

The Company’s net deferred tax asset (liabilities) are as follows:

Deferred tax assets

4 unchanged sentences

Deferred tax assets, net of allowance

income tax provision for the year ended December 31, 2022 and for the period from May 27, 2021 (inception) through December 31, 2021

consists of the following:

The income tax provision for the year ended December

31, 2023 and 2022 consists of the following:

Change in valuation allowance

Income tax provision

of December 31, 2022 and 2021, the Company had a total of $ 0 and $ 60,739 , respectively, of U.S.

federal net operating loss carry overs

available to offset future taxable income.

The federal net operating loss balance in 2021 was offset in the 2022 taxable income.

December 31, 2022 and 2021, the Company did not have any state net operating loss carryovers available to offset future taxable income.

assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all

of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of

future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies

in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty

exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

year ended December 31, 2022, the change in the valuation allowance was $ 371,080 .

For the period from May 27, 2021 (inception) through

December 31, 2021, the change in the valuation allowance was $ 12,755 .

reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

As of December 31, 2023

and 2022, the Company had a total of $ 252,186 and $ 0 , respectively, of U.S.

federal net operating loss carry overs available to offset

future taxable income.

In assessing the realization

of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets

will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during

the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled

reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration

of all of the information available, management believes that significant uncertainty exists with respect to future realization of the

deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31, 2023, the change in

the valuation allowance was $ 211,112 .

For the year ended December 31, 2022, the change in the valuation allowance was $ 371,080 .

A reconciliation of the federal income tax rate

to the Company’s effective tax rate is as follows:

Statutory federal income tax rate

Permanent book/tax difference

Prior year - M&A (dead deal costs)

Change in valuation allowance

Income tax provision

Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value

in warrants, transaction costs associated with warrants and the recording of full valuation allowances on deferred tax assets.

Company files income tax returns in the U.S.

federal jurisdiction in various state and local jurisdictions and is subject to examination

by the various taxing authorities.

9 — Fair Value Measurements

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

December 31, 2022 and 2021, the assets held in the Trust Account were held in treasury funds.

All of the Company’s investments

held in the Trust Account are classified as trading securities.

Through December 31, 2022, the Company withdrew $ 298,414 of the interest

earned on the Trust Account to pay franchise and income taxes.

following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December

31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Cash and U.S.

Treasury Securities

Cash and U.S.

Treasury Securities

10 — Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated

financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required

The Company’s

effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction

costs associated with warrants and the recording of full valuation allowances on deferred tax assets.

The Company files income

tax returns in the U.S.

federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing

Note 9 — Fair Value Measurements

The fair value of the Company’s

financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with

the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants

at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the

use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal

assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify

assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2023, the

assets held in the Trust Account were held in cash.

At December 31, 2022, the assets held in the Trust Account were held in treasury funds

All of the Company’s investments held in the Trust Account are classified as trading securities.

Through December 31, 2023, the

Company withdrew $ 58,351,987 in connection with redemption of common stock, which includes $ 1,391,640 of the interest earned on the Trust

Account distributed to the stockholders, and $ 741,013 of the interest earned on the Trust Account to pay franchise and income taxes of

which $ 161,449 is reported as restricted cash on the accompanying consolidated balance sheets.

The following table presents

information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and

indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

December 31, 2023

Cash and Money Market funds

December 31, 2022

Cash and Mutual funds

Note 10 — Subsequent Events

The Company evaluated subsequent

events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required

adjustment or disclosure in the consolidated financial statements.

(2) Financial

Statement Schedules:

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference

can be inspected on the SEC website at www.sec.gov.

On January 25, 2024, the Company

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

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

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

into or that the proposed transaction will be consummated.

On March 18, 2024, Ms.

King resigned from her position as director, and a member of the Audit Committee and Compensation Committee of the of Board of Directors

of the Company, effective immediately March 18, 2024 and Mr.

Andrew Switaj resigned from his position as director, and a member of the

Audit Committee and Compensation Committee of the Board of Directors of the Company, effective immediately March 18, 2024.

King’s nor Mr.

Switaj’s resignation is a result of any disagreement with the Company on any matter related to the operations,

policies, or practices of the Company.

On March 22, 2024, the Company

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

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

On March 29, 2024, the Company

issued a press release to announce that it had entered into a business combination agreement with Evolution Metals LLC, a Delaware company

(“EM” or the “Target”) for a business combination.

On 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.

Form 10-K Summary.

Not applicable

EXHIBIT INDEX

Underwriting Agreement, dated December 27, 2021, by and between the Company and Chardan Capital Markets, LLC, as representative of the several underwriters.

Agreement and Plan of Merger, dated as of October 31, 2022, by and among the Company and WaveTech (5)

Amended and Restated Certificate of Incorporation.

14 unchanged sentences

Administrative Support Agreement, dated December 27, 2021, by and between the Company and the Sponsor.

Form of Registration Rights Agreements to be entered into at the closing of the Business Combination (5)

Sponsor Support and Lock-up Agreement, dated as of October 31, 2022, by and among the Company, WaveTech, the Sponsor and certain security holders (5)

Shareholder Support and Lock-up Agreement, dated as of October 31, 2022, by and among the Company, WaveTech, the Sponsor and certain security holders (5)

Form of Extension Note

Code of Ethics (1)

5 unchanged sentences

Compensation Committee Charter (1)

Executive Compensation Clawback Policy*

Inline XBRL Instance Document.

12 unchanged sentences

(3) Incorporated by reference to the Company’s Report on Form

10-K, filed with the SEC on March 25, 2022.

8-K, filed with the SEC on October 3, 2023.

(4) Incorporated by reference to the Company’s Report on Form

2 unchanged sentences

8-K, filed with the SEC on November 1, 2022

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

TECHNOLOGY METALS

(6) Incorporated by reference to the Company’s Report on

Form 10-K, filed with the SEC on March 25, 2022.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by

the undersigned, thereunto duly authorized.

April 16, 2024

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

Daniel Mamadou

Executive Officer

Daniel Mamadou

Chief Executive Officer

(Principal Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

/s/ Daniel Mamadou

Chief Executive Officer and

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in

the capacities and on the dates indicated.

Daniel Mamadou

Chairman of the Board of Directors

Executive Officer and

of the Board of Directors

(Principal Executive Officer)

/s/ John Stanfield

Chief Financial Officer

John Stanfield

(Principal Financial and Accounting Officer)

/s/ Christopher Clower

Chief Operating Officer and Director

Financial Officer

Financial and Accounting Officer)

Christopher Clower

/s/ Emily King

/s/ Matthew T.

Operating Officer and Director

Dominik Oggenfuss

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 9A. Controls and Procedures