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Item 7. Management’s Discussion and Analysis

2024-04-17 compared with 2023-04-10 · 377 added, 86 removed, 350 unchanged (57% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report

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in effecting our initial business combination.

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.

Recent Developments

ANEW Business Combination

On May 30, 2023, we entered

into a business combination agreement (the “Business Combination Agreement”) by and among the Company, ANEW Medical Sub, Inc.,

a Wyoming corporation (“Merger Sub”), and ANEW Medical, Inc., a Wyoming corporation (“ANEW”).

The Business Combination

Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with

and into ANEW, with ANEW as the surviving company in the merger and, after giving effect to such merger, a wholly owned subsidiary of

the Company (the “Merger”).

Upon the closing of the Merger, the Company will change its name to “ANEW Medical, Inc.”

Under the Business Combination

Agreement, we will acquire all of the outstanding equity interests of ANEW in exchange for shares of our common stock, par value $0.0001

per share (the “Common Stock”), based on an implied ANEW equity value of $60,000,000, to be paid to ANEW stockholders at the

effective time of the Merger.

In addition, certain ANEW stockholders will be issued additional shares of Common Stock (the “Contingent

Consideration Shares”), which will be issued as follows:

(i) 2,000,000 Contingent Consideration Shares upon the Company achieving

a closing price equal to or exceeding $12.50 for 10 trading days within a 20-day trading period in the first three years following the

closing of the Merger;

(ii) 2,000,000 Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding

$15.00 for 10 trading days within a 20-day trading period in the first three years following the closing of the Merger;

and (iii) 1,000,000

Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day

trading period in the first five years following the closing of the Merger.

In connection with the execution

of the Business Combination Agreement, the Sponsor and other persons party thereto (together with the Sponsor, collectively, the “Company

Insiders”), entered into a support agreement with the Company and ANEW (the “Sponsor Support Agreement”).

Sponsor Support Agreement, the Sponsor agreed to vote, at any meeting of the stockholders of the Company and in any action by written

consent of the stockholders of the Company, all of such Sponsor’s 2,875,000 shares of common stock (the “Founder Shares”)

and 530,000 Private Units, each consisting of one share of Common Stock (such shares, together with the Founder Shares, the “Supporter

Shares”), one warrant and one right, (i) in favor of (a) the Business Combination Agreement and each ancillary document to which

the Company is a party and the transactions contemplated thereby and (b) the other proposals that the Company and ANEW agreed in the Business

Combination Agreement shall be submitted at such meeting for approval by the Company’s stockholders together with the proposal to

approve the Merger, (ii) approval of the Company’s Amended and Restated Certificate of Incorporation and Bylaws and (iii) against

any other action that would reasonably be expected to impede, interfere with or adversely affect the Merger.

The Sponsor Support Agreement

also prohibits the Sponsor from, among other things and subject to certain exceptions, selling, assigning or transferring any Supporter

Shares held by the Sponsor or taking any action that would have the effect of preventing or materially delaying the Sponsor from performing

its obligations under the Sponsor Support Agreement.

In addition, in the Sponsor Support Agreement, the Sponsor agreed to waive, and not

to assert or claim, to the fullest extent permitted by applicable law, any anti-dilution protection pursuant to the organizational documents

of the Company in connection with the Merger.

In connection with the execution

of the Business Combination Agreement, certain ANEW stockholders (the “ANEW Supporting Stockholders”) entered into a voting

and support agreement with the Company and ANEW (the “ANEW Support Agreement”).

Under the ANEW Support Agreement, each ANEW

Supporting Stockholder agreed that, at any meeting of ANEW’s stockholders related to the transactions contemplated by the Business

Combination Agreement, each such ANEW Supporting Stockholder will appear at the meeting or otherwise cause its shares to be voted (i)

in favor of the Business Combination Agreement and the transactions contemplated thereby, and authorize and approve any amendment to ANEW’s

governing documents that is deemed necessary or advisable by ANEW to effect the Merger;

and (ii) against any other action would reasonably

be expected to impede, interfere with or adversely affect the Merger.

The ANEW Support Agreement

also restricts the ANEW Supporting Stockholders from, among other things, selling, assigning or otherwise transferring any of its shares

unless the buyer, assignee or transferee thereof executes a joinder agreement to the ANEW Support Agreement in a form reasonably acceptable

to the Company.

On November 4, 2023,

the Company entered into Amendment No.

1 to the Business Combination (the “Amendment”) with the other parties thereto.

The Amendment extends the termination date under the Business Combination Agreement from November 4, 2023 to March 4, 2024 (the

“Termination Date”);

provided, further, that (i) the right to terminate the Business Combination Agreement will not be

available to the Company if any Company party’s breach of any of its covenants or obligations under the Business Combination

Agreement will have proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement

on or before the Termination Date, and (ii) the right to terminate the Business Combination Agreement will not be available to the

Company if the Company’s breach of its covenants or obligations under the Business Combination Agreement will have proximately

caused the failure to consummate the transactions contemplated by the Business Combination Agreement on or before the Termination

On April 16, 2024, the Company entered into a Side Letter to Business Combination Agreement by and among the Company, the Merger Sub and

ANEW pursuant to which the parties agreed to extend the Termination Date to June 4, 2024.

Extension Meetings

On March 31, 2023, we held

a special meeting of stockholders, at which our stockholders approved (i) an amendment to our amended and restated certificate of incorporation

(the “Extension Amendment”) and (ii) an amendment (the “Trust Amendment”) to the Trust Agreement, by and between

the Company and Continental Stock Transfer & Trust Company, as trustee, extending the date by which we 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

with redemption value of $63,169,451 (or $10.35 per share) of the Company’s common stock were tendered for redemption.

As a result of stockholder

approval of the Extension Amendment and the Trust Amendment, our sponsor, Redwoods Capital LLC (the “Sponsor”), 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 extension.

The extension payment(s) will bear no interest and will be repayable by the

Company to the contributors upon consummation of the Business Combination.

The loans will be forgiven by the contributors if the Company

is unable to consummate the Business Combination except to the extent of any funds held outside of the Trust Account.

On March 31, 2023, the Sponsor

made a deposit of $360,000 into the Trust Account and extended the period of time we have to consummate an initial Business Combination

from April 4, 2023 to July 4, 2023, on June 29, 2023, the Sponsor made a deposit of $360,000 into the Trust Account and extended the period

of time we have to consummate an initial business combination from July 4, 2023 to October 4, 2023, and subsequently on each of September

26, 2023 and November 1, 2023, the Sponsor made a deposit of $120,000 into the Trust Account to further extend the business combination

period to December 4, 2023.

On November 13, 2023, we held

a special meeting of stockholders, at which our stockholders approved (i) an amendment to our amended and restated certificate of incorporation

(the “Second Extension Amendment”) to allow us to extend the date by which we must consummate a business combination up to

twelve (12) times for an additional one month each time from December 4, 2023 to December 4, 2024 and (ii) an amendment to the Trust Agreement

(the “Second Trust Amendment”) to allow 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.

In connection with the stockholders’ vote at the special meeting, an aggregate of 3,636,456 shares with

redemption value of approximately $39,255,410 (or $10.79 per share) of our common stock were tendered for redemption.

Following the special meeting

on November 13, 2023, we and the trustee entered into the Second Trust Amendment and we filed the Second Extension Amendment with the

Secretary of State of the State of Delaware which became effective upon filing.

Pursuant to the Second Extension Amendment, we are permitted

to extend the date by which we must consummate an initial business combination on a monthly basis up to twelve times from December 4,

2023 to December 4, 2024 by depositing $35,000 for each monthly extension in accordance with the terms of the Second Trust Amendment.

On April 16, 2024, the Company entered into a Side Letter to Business Combination Agreement by and among the Company, the Merger Sub and

ANEW pursuant to which the parties agreed to extend the Termination Date to June 4, 2024.

The Company called and provided

a notice of a special meeting to be held on March 8, 2024, at 10:00 a.m.

Eastern time, as a virtual meeting, to consider and vote upon

the matters described in the Company’s definitive proxy statement filed with the SEC on February 20, 2024.

On March 8, 2024, the

Company convened the special meeting as scheduled and adjourned the special Meeting without any business being conducted.

On March 22, 2024, the Company

reconvened its special meeting that was previously adjourned on March 8, 2024.

At the special meeting, the stockholders present voted

to adjourn the special meeting without any business being conducted.

On April 1, 2024, the Company

reconvened its special meeting that was previously adjourned on March 22, 2024.

At the special meeting, the stockholders present voted

to adjourn the special meeting without any business being conducted.

As announced at the special meeting, it will be reconvened at 10:00

Eastern Time on April 8, 2024.

On April 8, 2024, the Company reconvened its special meeting that was previously adjourned on March 22, 2024.

At the special meeting,

the stockholders present voted to adjourn the special meeting without any business being conducted.

As announced at the special meeting,

it will be reconvened at 10:00 a.m.

Eastern Time on April 12, 2024.

On April 12, 2024, the Company completed its special meeting that was originally convened and adjourned on March 8, 2024.

At the special

meeting holders of 4,189,027 shares of common stock of the Company were present in person or by proxy, representing 81% of the total shares

of common stock as of February 16, 2024, the record date for the special meeting, and constituting a quorum for the transaction of business.

At the special meeting, the stockholders approved the business combination proposal, the charter proposal, the governance proposal, the

incentive plan proposal, the director election proposal and the Nasdaq proposal.

The Company plans to close the business combination transaction

as soon as possible and will continue to accept reversal of redemption requests until closing.

The Company’s stockholders elected to redeem an aggregate of 1,739,776 shares of common stock in connection with the special meeting.

Results of Operations

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and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial business

For the year ended December 31, 2022, we had net income of $1,233,352

which consisted of interest earned on the investments held in the Trust Account of $1,656,478and change in fair value of warrant liabilities

of $555,917, offset by general and administrative expenses of $533,992, franchise tax of $123,026, and income tax expense of $322,025.

For the period from March 16, 2021 (inception) through December 31, 2021, we had net loss of $3,559 which consisted of formation costs.

For the year ended December 31,

2023, we had net income of $1,346,125 which consisted of general and administrative expenses of $1,225,241, franchise tax of $75,600,

an increase in fair value of warrant liabilities of $26,500, and income tax expense of $690,572, offset by interest earned on the investments

held in the Trust Account of $3,364,038.

For the year ended December

31, 2022, we had net income of $1,233,352 which consisted of interest earned on the investments held in the Trust Account of $1,656,478and

change in fair value of warrant liabilities of $555,917, offset by general and administrative expenses of $533,992, franchise tax of $123,026,

and income tax expense of $322,025.

Liquidity, Capital Resources and Going Concern

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only upon completion of an initial business combination) and $1,177,839 of other offering costs.

As of December 31, 2022, we had marketable securities held in the Trust

Account of $117,806,478 consisting of securities held in a treasury trust fund that invests in U.S.

“government securities,”

within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less.

Interest income on

the balance in the Trust Account may be used by us to pay taxes.

For the year ended December 31, 2022, we did not withdraw any interest

earned on the Trust Account to pay our taxes.

We intend to use substantially all of the funds held in the Trust Account, to acquire a

target business and to pay our expenses relating thereto.

To the extent that our capital stock is used in whole or in part as consideration

to effect a Business Combination, the remaining funds held in the Trust Account will be used as working capital to finance the operations

of the target business.

Such working capital funds could be used in a variety of ways including continuing or expanding the target business’

operations, for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also

be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination

if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of December 31, 2023, we had

marketable securities held in the Trust Account of $19,256,423 consisting of securities held in a treasury trust fund that invests in

“government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity

of 185 days or less.

Interest income on the balance in the Trust Account may be used by us to pay taxes.

Through December 31, 2023, we

withdraw $519,232 interest earned on the Trust Account to pay our taxes.

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

Account, to acquire a target business and to pay our expenses relating thereto.

To the extent that our capital stock is used in whole

or in part as consideration to effect a Business Combination, the remaining funds held in the Trust Account will be used as working capital

to finance the operations of the target business.

Such working capital funds could be used in a variety of ways including continuing or

expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or

new products.

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the

completion of our Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of December 31, 2023,

the Company had cash of $340,962 and working capital of $299,788 (excluding income tax and franchise tax payable).

On March 22 and March

30, 2023, the Sponsor provided a loan of up to $150,000 and $360,000, respectively, to be used, in part, for transaction costs related

to the Business Combination.

Until consummation of the Business Combination, we intend to use the funds held outside the Trust Account

for 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 our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating

a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business

prior to our Business Combination.

In this event, our officers, directors or their affiliates may, but are not obligated to, loan us funds

as may be required.

the Company had cash of $172,535 and working capital deficit of $2,113,550.

On March 22 and March 30, 2023, June 28, 2023, August 29,

2023, September 25, 2023, and November 27, 2023, the Sponsor provided a loan of $150,000, $360,000, $360,000, $150,000, $120,000, and

$400,000, respectively, to be used, in part, for transaction costs related to the Business Combination.

Subsequently on each month from

January 2024 to April 2024, the Sponsor made a deposit of $35,000 into the Trust Account to further extend the business combination period

to May 4, 2024.

Until consummation of the Business Combination, we intend to use the funds held outside the Trust Account for 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 our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business

Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior

to our Business Combination.

In this event, our officers, directors or their affiliates may, but are not obligated to, loan us funds as

may be required.

If we consummate an initial Business Combination, we would repay such loaned amounts out of the proceeds of the Trust

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and no written agreements exist with respect to such loans.

The Company has incurred and

expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction

The Company has incurred

and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction

costs in pursuit of the consummation of a Business Combination.

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Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern,” the Company has until April 4, 2023 (or October 4, 2023, if the Company extends the time

to complete a Business Combination) to complete a Business Combination.

It is uncertain that the Company will be able to consummate a

Business Combination by this time.

If a Business Combination is not consummated by such date and an extension has not been requested by

the Sponsor and approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of the

Management has determined that the liquidity condition, the mandatory liquidation, should a Business Combination not occur and

an extension not be requested by the Sponsor, and potential subsequent dissolution raise substantial doubt about the Company’s ability

to continue as a going concern.

Ability to Continue as a Going Concern”, the Company has until June 4, 2024 to complete

a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by this time.

If a Business

Combination is not consummated by such date and an extension has not been requested by the Sponsor and approved by the Company’s

stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the date

for liquidation and subsequent dissolution as well as liquidity concerns raise substantial doubt about the Company’s ability to

continue as a going concern.

The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Contractual Obligations

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.

Promissory Notes - Related Party

On March 22, 2023, we issued

an unsecured, non-interest bearing promissory note in the principal amount of up to $150,000 to the Sponsor (“Convertible Note 1”).

The promissory note is payable upon the closing of the Business Combination or the liquidation of the Company.

The holder of the promissory

note, in its sole discretion, may convert any or all of the unpaid principal under the promissory note into private units of the Company,

at a price of $10.00 per unit, upon consummation of the Business Combination.

On March 30, 2023, we issued

an unsecured, non-interest bearing promissory note in the principal amount of up to $360,000 to the Sponsor (“Convertible Note 2”).

The promissory note is payable upon the closing of the Business Combination or the liquidation of the Company.

The holder of the promissory

note, in its sole discretion, may convert any or all of the unpaid principal under the promissory note into private units of the Company,

at a price of $10.00 per unit, upon consummation of the Business Combination.

On May 15, 2023, the conversion

feature of Convertible Note 1 and Convertible Note 2 was amended;

the holder of the promissory notes, in its sole discretion, may convert

any or all of the unpaid principal under the promissory notes into shares of common stock of the Company, at a conversion price of $10.00

per share, upon consummation of the Business Combination.

On June 28, 2023, the Company

issued an unsecured, non-interest bearing promissory note in the principal amount of $360,000 to the Sponsor (“Convertible Note

Convertible Note 3 is payable upon the closing of the Business Combination or the liquidation of the Company.

The holder of

the Convertible Note 3, in its sole discretion, may convert any or all of the unpaid principal under the promissory note into shares of

common stock of the Company, at a price of $10.00 per share, upon consummation of the Business Combination.

On August 29, 2023, the Company

issued an unsecured, non-interest bearing promissory note in the principal amount of $150,000 to the Sponsor (“Convertible Note

Convertible Note 4 is payable upon the closing of the Business Combination or the liquidation of the Company.

The holder of

the Convertible Note 4, in its sole discretion, may convert any or all of the unpaid principal under the promissory note into shares of

common stock of the Company, at a price of $10.00 per share, upon consummation of the Business Combination.

On September 25, 2023, the

Company issued an unsecured, non-interest bearing promissory note in the principal amount of $120,000 to the Sponsor (“Convertible

Convertible Note 5 is payable upon the closing of the Business Combination or the liquidation of the Company.

of the Convertible Note 5, in its sole discretion, may convert any or all of the unpaid principal under the promissory note into shares

of common stock of the Company, at a price of $10.00 per share, upon consummation of the Business Combination.

On November 27, 2023, the

Company issued an unsecured, non-interest-bearing promissory note in the principal amount of $400,000 to the Sponsor (“Convertible

Convertible Note 6 is payable upon the closing of the Business Combination or the liquidation of the Company.

of the Convertible Note 6, in its sole discretion, may convert any or all of the unpaid principal under the promissory note into shares

of common stock of the Company, at a price of $10.00 per share, upon consummation of the Business Combination.

Registration Rights

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equity, equity linked and debt offerings by us or any of our successors or subsidiaries.

Critical Accounting Policies

In accordance with FINRA Rule 5110(g)(6)(A),

such right of first refusal shall not have a duration of more than three years from the commencement of sales of this offering.

Financial Advisor - Chardan

Chardan was independently

retained as M&A and capital markets advisor by each of Redwoods (in April of 2022) and ANEW (in October of 2022) in connection with

possible business combinations and related transactions that each was considering, including (eventually) the Merger.

When Redwoods and

ANEW commenced discussions in March of 2023 related to the Merger, Redwoods and ANEW consented to such dual representation in connection

with the Merger and waived any conflicts of interest arising therefrom.

On August 25, 2023, Redwoods received Chardan’s formal

resignation from its previous engagement as Redwood’s M&A and capital markets advisor in connection with the Merger and of the

fees to which Chardan would have been entitled for such engagement upon the closing of the Merger.

Chardan’s letter indicated that

it would continue its representation of ANEW in connection with the Merger and that Chardan was not waiving its entitlement to receive

from Redwoods the deferred IPO underwriting commission described in Redwoods’ IPO prospectus.

Upon the closing of the Merger, Chardan

will be entitled to $4,312,500 in deferred IPO underwriting commissions from Redwoods.

Financial Advisor – Del Mar Global Advisors

Limited (“Del Mar”)

On November 29, 2023, Redwoods

and Del Mar executed a Consultant Agreement pursuant to which Del Mar is serving as a financial advisor to Redwoods on a consultancy basis.

Redwoods has no prior relationship with Del Mar.

At closing the business combination, 240,000 shares will be issued to Del Mar as financial

advisor compensation to Redwoods.

The 240,000 shares of Redwoods common stock are valued at $2,400,000 or $10 per share.

retain an ownership interest of 2.2% of the issued and outstanding shares of the Combined Company’s Common Stock.

Contingent Legal Fees

The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer their fees in excess of $200,000.

The contingent fee will become payable in the event that the Company completes a Business Combination.

In the event that the Business

Combination does not close and the Company receive a break-up fee or similar payment from the target company, The Company agrees to pay

the legal counsel the balance of legal fees, up to the lesser of (i) one-half of the amount received from the target company, and (ii)

As of December 31, 2023 and 2022, the Company had deferred legal fees of $1.2 million and $0.3 million, respectively, in connection

with such services.

Critical Accounting Policies and Estimates

The preparation of financial

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and liabilities at the date of the financial statements, and income and expenses during the period reported.

Actual results could materially

differ from those estimates.

We have identified the following critical accounting policies:

We base our estimates on

historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

Actual results could

materially differ from those estimates.

We have not identified any critical accounting estimates;

we have identified the following critical

accounting policies:

Investments Held in Trust Account

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that were measured at fair value on a recurring basis.

Convertible Promissory Notes

The Company initially accounted

for its convertible promissory notes under ASC 815, “Derivatives and Hedging” and elected the fair value option under ASC

Using the fair value option method, each convertible promissory note is required to be recorded at its initial fair value on the

date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the notes are recognized as a non-cash

gain or loss on the statements of operations.

Subsequently, the conversion

feature of the convertible promissory notes was amended on May 15, 2023;

the holder of the convertible promissory notes, in its sole discretion,

may convert any or all of the unpaid principal under the convertible promissory notes into common stocks of the Company (see Note 6).

As a result, the Company assessed the change in conversion feature and determined that the convertible promissory notes should be recorded

as debt (liability) at cash proceeds on the balance sheet.

The Company’s assessment of the embedded conversion feature considered

the derivative scope exception guidance under ASC 815 pertaining to equity classification of contracts in an entity’s own equity.

The Company’s assessment

was also based on ASC 470-50 – Debt Modifications and Exchanges;

management determined that the amended conversion option (which

is based on shares of the Company’s common stocks) is substantially different from the original conversion option (which was based

Since each unit consists of one share of common stock, one share of right convertible into one-tenth (1/10) of one share of

common stock upon the consummation of a Business Combination, the original conversion option offers at least 10% more shares of common

stock (including underlying shares from the rights conversion) than the amended conversion option.

As such, a remeasurement under ASC

825 has occurred and the previously selected fair value option is no longer applied.

The convertible promissory notes were recorded as

debt (liability) at cash proceeds on the balance sheet effective May 15, 2023.

For all newly issued and unmodified

convertible promissory notes, the Company elects an early adoption of the Financial Accounting Standards Board (“FASB”) issued

Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) and accounts for newly issued s as

debt (liability) on the balance sheet.

The Company considers the derivative scope exception guidance under ASC 815 pertaining to equity

classification of contracts in an entity’s own equity.

The Company accounts for

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estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

The Company accounts for its public warrants as equity and the private warrants as liabilities.

The Company accounts

for its public warrants as equity and the private warrants as liabilities.

Common Stock Subject to Possible Redemption

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subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section

of our condensed balance sheets.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of

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

Increases or decreases in the carrying amount

of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid

in capital equals to zero.

of our balance sheets.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable

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

Increases or decreases in the carrying amount of shares

of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital

equals to zero.

Net Income (Loss) Per Share

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public warrants and public rights based on the relative fair values of public shares, public warrants and public rights.

Recent Accounting Pronouncements

In December 2023, the FASB

issued Accounting Standards Update 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosure (“ASU 2023-09”).

ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and

income taxes paid disaggregated by jurisdiction.

The incremental disclosures may be presented on a prospective or retrospective basis.

The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company is currently assessing

the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

Management does not believe

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

consolidated financial statements.

Risks and Uncertainties

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include any adjustments that might result from the future outcome of this uncertainty.

Additionally, as a result

of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic

sanctions, the Company’s ability to consummate an initial business combination, or the operations of a target business with which

the Company ultimately consummates an initial business combination, may be materially and adversely affected.

In addition, the Company’s

ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these

events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable

on terms acceptable to the Company or at all.

The impact of this action and related sanctions on the world economy and the specific impact

on the Company’s financial position, results of operations and/or ability to consummate an initial business combination are not

yet determinable.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Additionally, an armed conflict

escalated between Russia and Ukraine in February 2022.

The sanctions announced by the United States and other countries against Russia

and Belarus following Russia’s invasion of Ukraine to date include restrictions on selling or importing goods, services, or technology

in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military, business, and financial

organizations in Russia and Belarus.

The United States and other countries could impose wider sanctions and take other actions should

the conflict further escalate.

Separately, in October 2023, Israel and certain Iranian-backed Palestinian forces began an armed conflict

in Israel, the Gaza Strip, and surrounding areas, which threatens to spread to other Middle Eastern countries including Lebanon and Iran.

As a result of the ongoing

Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination,

or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely

In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt

financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in

third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of this action and potential future sanctions

on the world economy and the specific impact on the Company’s financial position, results of operations or ability to consummate

a Business Combination are not yet determinable.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

The recent military conflict

between Israel and militant groups led by Hamas has also caused uncertainty in the global markets.

Any of the above factors, including

sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on our ability to

complete a business combination and the value of our securities.

Securities Held in Trust Account

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government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination.

If we cannot complete our initial business combination by July 4, 2023 (or December 4, 2023, if we extend the time to complete a business

combination) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited

by CFIUS or another U.S.

If we cannot complete our initial business combination by December 4, 2024, if we extend the time to complete a business combination because

the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another

government entity, we may be required to liquidate.

If we liquidate, our public shareholders may only receive

$10.10 per share, and our warrants and rights will expire worthless.

This will also cause you to lose the investment opportunity in a

target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If we liquidate, our public shareholders may only receive $10.10 per share, and

our warrants and rights will expire worthless.

This will also cause you to lose the investment opportunity in a target company and the

chance of realizing future gains on your investment through any price appreciation in the combined company.

Recent Accounting Pronouncements

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Off-Balance Sheet Arrangements

As of December 31, 2022,

we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023.

We do not participate in transactions

that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which

would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet

financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

non-financial assets.

Emerging Growth Company Status

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longer qualify as an “emerging growth company.”

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

Not required for smaller

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following Item 15 of this Report and is included herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 7. Management’s Discussion and Analysis