What changed in this filing

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Item 1. Business

2024-04-17 compared with 2023-04-10 · 50 added, 70 removed, 266 unchanged (31% of the section changed)

46 unchanged sentences

business combination and the distribution of the trust account as otherwise permitted under our amended and restated certificate of incorporation.

We have until July 4, 2023

to consummate an initial business combination.

In addition, if we anticipate that we may not be able to consummate an initial business

combination by such date, our sponsor or its affiliates may extend the period of time to consummate a business combination five times

by an additional one month each time (for a total of 20 months to complete a business combination) (the “combination period”).

In order to extend the time available for us to consummate an initial business combination, our sponsor or its affiliates or designees,

within two business days prior to the applicable deadline, must deposit into the trust account $120,000 for each subsequent one-month

If we are unable to complete

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other applicable law.

Extension and Redemptions

On March 31, 2023, we held

a special meeting of stockholders, at which the Company’s stockholders approved (i) an amendment to the Company’s amended

and restated certificate of incorporation (the “Extension Amendment”) and (ii) an amendment (the “Trust Amendment”)

to the Investment Management Trust Agreement, dated March 30, 2022, by and between the Company and Continental Stock Transfer & Trust

Company, as trustee, extending the date by which the Company must consummate a business combination from April 4, 2023 to July 4, 2023,

with the ability to further extend the deadline on a monthly basis up to five times from July 4, 2023 to December 4, 2023.

In connection

with the stockholders’ vote at the special meeting, an aggregate of 6,103,350 shares of the Company’s common stock were tendered

for redemption.

Subject upon stockholder

approval of the Extension Amendment and the Trust Amendment, Redwoods Capital LLC, or any of their respective affiliates or designees,

agreed to deposit into the trust account $360,000 for the initial three-month extension and $120,000 per month for each subsequent one-month

The extension payment(s) will bear no interest and will be repayable by the Company to the contributors upon consummation of

an initial business combination.

The loans will be forgiven by the contributors if the Company is unable to consummate an initial business

combination except to the extent of any funds held outside of the trust account.

We expect to continue to

incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete an initial business combination

will be successful.

We are a blank check company

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and Wei Kwang Ng and Hong Li, our independent directors.

Jiande Chen, our Chief Executive Officer, served as the Chief Executive

Officer and Vice Chairman of IMAX China (HKG:1970).

Chen successfully led the team that completed its initial public offering in October

Jiande Chen, our Chief Executive

Officer, served as the Chief Executive Officer and Vice Chairman of IMAX China (HKG:1970).

Chen successfully led the team that completed

its initial public offering in October 2015.

Wang has over 10 years of experience in investments.

Gibbs, our Audit Committee Chair, has more than 20 years of

experience in high technology and fast moving consumer goods businesses across the primary and secondary capital markets.

Wei Kwang Ng,

our independent director, has over 10 years of experience in business management and consulting experience across marketing, banking and

legal services.

Hong Li, our independent director, has 25 years of executive management experiences in financial industry in U.S.

We believe our team has the required investment, transactional and operational expertise to effect a business combination with

an attractive target and to position it for long-term success in the public markets.

Gibbs, our Audit Committee

Chair, has more than 20 years of experience in high technology and fast moving consumer goods businesses across the primary and secondary

capital markets.

Wei Kwang Ng, our independent director, has over 10 years of experience in business management and consulting experience

across marketing, banking and legal services.

Hong Li, our independent director, has 25 years of executive management experiences in financial

industry in U.S.

We believe our team has the required investment, transactional and operational expertise to effect a business

combination with an attractive target and to position it for long-term success in the public markets.

Investment Criteria

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general criteria and guidelines as we evaluate prospective target companies.

● Large underpenetrated markets with favorable industry dynamics .

We intend to actively look for

suitable investment opportunities within the carbon neutral and energy storage sector with an enterprise value of approximately $250 million

to $1 billion.

We will prioritize targets that are already benefiting from or capitalizing on trends found within their respective sectors.

● Large underpenetrated markets

with favorable industry dynamics .

We intend to actively look for suitable investment opportunities within the carbon neutral and

energy storage sector with an enterprise value of approximately $250 million to $1 billion.

We will prioritize targets that are already

benefiting from or capitalizing on trends found within their respective sectors.

● Strong management team .

The strength of the management team will be an important component in our

review process.

We will seek to partner with a visionary, experienced and professional management team that has demonstrated a track record

of driving growth, strategic decision making and long-term value creation.

● Defensible market position with sustainable competitive advantage .

We intend to favor targets that

have a strong competitive advantage or are category leaders in their respective verticals.

We will target companies that have strong intellectual

property, technology, or brand equity within their respective sectors that can be further monetized on a global basis.

● Benefit from being a public company .

We intend to only acquire businesses that would benefit from

being publicly traded in the United States, including access to broader sources of capital and expanded market awareness.

This improved

access to capital could allow the targets to accelerate growth, pursue new projects, retain and hire employees, and expand into new geographies

or businesses.

The strength of the management team will be an important component in our review process.

We will seek to partner with a visionary, experienced

and professional management team that has demonstrated a track record of driving growth, strategic decision making and long-term value

● Defensible market position

with sustainable competitive advantage .

We intend to favor targets that have a strong competitive advantage or are category leaders

in their respective verticals.

We will target companies that have strong intellectual property, technology, or brand equity within their

respective sectors that can be further monetized on a global basis.

● Benefit from being a public

We intend to only acquire businesses that would benefit from being publicly traded in the United States, including access

to broader sources of capital and expanded market awareness.

This improved access to capital could allow the targets to accelerate growth,

pursue new projects, retain and hire employees, and expand into new geographies or businesses.

While we intend to use these

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business combination.

We have until July 4, 2023

We have until December 4,

2024 to consummate an initial business combination.

In addition, if we anticipate that we may not be able to consummate an initial business

combination by such date, our sponsor or its affiliates may extend the period of time to consummate a business combination five times

by an additional one month each time (for a total of 20 months to complete a business combination) (the “combination period”).

In order to extend the time available for us to consummate an initial business combination, our sponsor or its affiliates or designees,

within two business days prior to the applicable deadline, must deposit into the trust account $120,000 for each subsequent one-month

If we are unable to consummate our initial business combination within the combination period, we will,

as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion

of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and

not previously released to us or necessary to pay our taxes, and then seek to liquidate and dissolve.

However, we may not be able to distribute

such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders.

In the event of our

liquidation and subsequent dissolution, the public warrants and public rights will expire and will be worthless.

combination by such date, an amendment to the Investment Management Trust Agreement, dated March 30, 2022, allows us to extend the date

on which the trustee must liquidate the trust account by up to twelve (12) times for an additional one month each time from December 4,

2023 to December 4, 2024 by depositing $35,000 per month for each monthly extension.

If we are unable to consummate our initial business

combination within the combination period, we will, as promptly as possible but not more than ten business days thereafter, redeem 100%

of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest

earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes, and then seek to liquidate

and dissolve.

However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the

claims of our public stockholders.

In the event of our liquidation and subsequent dissolution, the public warrants and public rights will

expire and will be worthless.

We will either (1) seek stockholder

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we are not required to make disclosures under this Item.

UNRESOLVED STAFF COMMENTS

Not applicable.

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

What changed 10-K

Item 1. Business