What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-15 compared with 2023-11-14 · 580 added, 680 removed, 85 unchanged (94% of the section changed)

Financial Statements

KEEN VISION ACQUISITION

VISION ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

September 30,

Total current assets

Deferred offering costs

Cash and investments held in trust account

$ 157,462,841

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ (DEFICIT) EQUITY

$ 155,688,933

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Promissory note - related party

Accrued expenses

Amount due to a related party

2 unchanged sentences

TOTAL LIABILITIES

Commitments and contingencies

Common stock, subject to conversion 14,950,000 shares (at conversion value of $ 10.22 per share)

Shareholders’ equity:

Common stock, $ 0.0001 par value;

Commitments and contingencies (note 7)

Ordinary shares, 14,950,000 shares subject to possible redemption issued and outstanding as of March 31, 2024 and December 31, 2023

Shareholders’ deficit:

Ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

4,416,075 and 3,737,500 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively (excluding 14,950,000 and 0 shares subject to possible redemption) (1)

Additional paid-in capital

4,416,075 shares issued and outstanding as of March 31, 2024 and December 31, 2023 (excluding 14,950,000 shares subject to possible redemption)

Accumulated other comprehensive income

1 unchanged sentence

( 2,405,252 )

Total Shareholders’ (Deficit) Equity

( 3,659,998 )

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ (DEFICIT) EQUITY

Total Shareholders’ Deficit

( 2,404,810 )

(1) Includes up to an aggregate of 487,500 ordinary shares subject

to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part (see Note 5).

As a result of the underwriters’ full exercise of their over-allotment option on July 27, 2023, no founder shares are currently

subject to forfeiture.

See accompanying notes to unaudited condensed financial

KEEN VISION ACQUISITION

UNAUDITED CONDENSED STATEMENTS OF COMPREHNSIVE

INCOME (LOSS)

( 2,138,385 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$ 157,462,841

$ 155,688,933

accompanying notes to unaudited condensed financial statements.

VISION ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

Three months ended

September 30,

Nine months ended

September 30,

Formation and operating costs

$ ( 266,439 )

$ ( 310,586 )

Other income:

Dividend income earned in investments held in Trust Account

Interest income earned in investments held in Trust Account

Interest income

Total other income

$ ( 305,689 )

NET INCOME (LOSS)

Other comprehensive loss:

Realized gain in investments held in Trust Account

( 1,521,171 )

Other comprehensive income:

Unrealized gain in investments held in Trust Account

COMPREHENSIVE INCOME (LOSS)

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock attributable to not subject to possible redemption (1)

Basic and diluted net loss per share, common stock attributable to not subject to possible redemption

(1) Excludes up to an aggregate of 487,500 ordinary shares subject to forfeiture to the extent that the underwriters’

over-allotment option is not exercised in full or in part (see Note 5).

As a result of the underwriters’ full exercise of their

over-allotment option on July 27, 2023, no founder shares are currently subject to forfeiture.

See accompanying notes to unaudited condensed financial

KEEN VISION ACQUISITION

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption

Basic and diluted net income per share, ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, ordinary shares not subject to possible redemption (1)

Basic and diluted net loss per share, attributable to ordinary shares not subject to possible redemption

(1) As of March 31, 2023 excludes up to an aggregate of 487,500 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part (see Note 5).

As a result of the underwriters’ full exercise of their over-allotment option on July 27, 2023, no founder shares are currently subject to forfeiture for March 31, 2024.

accompanying notes to unaudited condensed financial statements.

VISION ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ EQUITY (DEFICIT)

Nine months ended September

SHAREHOLDERS’ DEFICIT

Three Months Ended March 31, 2024

Ordinary shares

2 unchanged sentences

Balance as of January 31, 2024

Net loss for the period

Balance as of March 31, 2023 (1)

Net loss for the period

Balance as of June 30, 2023 (1)

Sale of units in initial public offering, net of offering costs

Sale of units to the founder in private placement

Initial classification of common stock subject to possible redemption

( 14,950,000 )

( 147,853,763 )

( 147,855,258 )

Allocation of offering costs to common stock subject to redemption

Accretion of carrying value to redemption value

( 8,382,461 )

( 3,052,621 )

( 11,435,082 )

Net loss for the period

Unrealized gain on available held for sale securities

Balance as of September 30, 2023 (1)

$ ( 3,366,953 )

$ ( 1,970,313 )

Nine months ended September

Ordinary shares

Net income for the period

Realized gain on available held for sale securities

Balance as of March 31, 2024

Months Ended March 31, 2023

shareholders’

2 unchanged sentences

Balance as of March 31,

Net income for the period

Balance as of June 30, 2022 (1)

Net loss for the period

Balance as of September 30, 2022 (1)

(1) Includes up to an aggregate of 487,500 ordinary shares subject to forfeiture to the extent that the underwriters’

over-allotment option is not exercised in full or in part (see Note 5).

As a result of the underwriters’ full exercise of their

over-allotment option on July 27, 2023, no founder shares are currently subject to forfeiture.

See accompanying notes to unaudited condensed financial

KEEN VISION ACQUISITION

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

(1) Includes up to an aggregate of 487,500 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part (see Note 5).

As a result of the underwriters’ full exercise of their over-allotment option on July 27, 2023, no founder shares are currently subject to forfeiture.

accompanying notes to unaudited condensed financial statements.

VISION ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest income earned in cash and investments held in trust account

( 2,043,965 )

Adjustments to reconcile net loss to net cash used in operating activities:

Dividend income earned in cash and investments held in trust account

( 1,488,653 )

Change in operating assets and liabilities:

Increase in prepayment

Decrease in prepayment

Increase in accrued expenses

Net cash used in operating activities

Cash flows from investing activities:

Proceeds deposited in Trust Account

( 151,368,750 )

Net cash used in investing activities

( 151,368,750 )

Cash flows from financing activities:

Advances from a related party

Repayment to related party

Proceeds from public offering

Proceeds from private placement

Payment of offering costs

( 3,607,980 )

Proceeds from promissory note - related party

Net cash provided by (used in) financing activities

NET CHANGE IN CASH

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

Proceed from promissory note - related party

Net cash used in financing activities

NET CHANGE IN CASH AT BANK

CASH AT BANK, BEGINNING OF PERIOD

CASH AT BANK, END OF PERIOD

Non-cash investing and financing activities

Initial classification of common stock subject to possible redemption

$ 147,853,763

Allocation of offering costs to common stock subject to possible redemption

Accretion of carrying value to redemption value

Accrued underwriting compensation

See accompanying notes to unaudited condensed financial

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

AND BUSINESS BACKGROUND

Keen Vision Acquisition Corporation (the “Company” or “we”,

“us” and “our”) is a blank check company incorporated on June 18, 2021, under the laws of the British Virgin Islands

for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all

of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses

or entities (“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 company and emerging

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

accompanying notes to unaudited condensed financial statements.

VISION ACQUISITION CORPORATION

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 – ORGANIZATION AND BUSINESS BACKGROUND

Vision Acquisition Corporation (the “Company” or “we”, “us” and “our”) is a blank check

company incorporated on June 18, 2021, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share

exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements,

or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”).

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

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

early stage companies and emerging growth companies.

The Company has selected December 31 as its fiscal year end.

As of September 30, 2023, the Company had not

commenced any operations.

All activities through September 30, 2023 relate to the Company’s formation and the initial public offering

(the “Initial Public Offering”).

The Company will not generate any operating revenues until after the completion of a Business

Combination, at the earliest.

The Company will generate non-operating income in the form of interest income and changes in unrealized

appreciation of Trust Account assets from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s

Initial Public Offering was declared effective on July 24, 2023.

On July 27, 2023, the Company consummated the Initial Public Offering

of 14,950,000 units (the “Public Units”), which includes 1,950,000 Public Units upon the full exercise by the underwriter

of its over-allotment option, at $ 10.00 per Public Unit, generating gross proceeds of $ 149,500,000 to the Company.

Each Public Unit consists

of one ordinary share and one redeemable warrant (“Public Warrant”) to purchase one ordinary share at an exercise price of

$ 11.50 per share.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 678,575 units (the “Private Placement Units”) at a price of $ 10.00 per

Private Placement Unit in a private placement to KVC Sponsor LLC (the “Sponsor”), generating gross proceeds of $ 6,785,750

of March 31, 2024, the Company had not commenced any operations.

All activities through March 31, 2024 relate to the Company’s

formation, the initial public offering (the “Initial Public Offering” or “IPO”) and activities necessary to identify

a potential target and prepare for a Business Combination.

The Company will not generate any operating revenues until after the completion

of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income and changes

in unrealized appreciation of Trust Account assets from the proceeds derived from the Initial Public Offering.

registration statement for the Company’s Initial Public Offering was declared effective on July 24, 2023.

On July 27, 2023, the

Company consummated the Initial Public Offering of 14,950,000 units (the “Public Units”), which includes 1,950,000 Public

Units upon the full exercise by the underwriter of its over-allotment option, at $ 10.00 per Public Unit, generating gross proceeds of

$ 149,500,000 to the Company.

Each Private Placement Unit consists of one ordinary share and one redeemable warrant (“Private Warrant”)

to purchase one ordinary share at an exercise price of $ 11.50 per whole share.

Transaction costs amounted to $ 6,597,980 , consisting

of $ 2,990,000 of underwriting commissions, $ 2,990,000 of deferred underwriting commissions and $ 617,980 of other offering costs.

at July 27, 2023, cash of $ 1,593,452 was held outside of the Trust Account and is available for the payment of offering costs and for

working capital purposes.

Each Public Unit consists of one ordinary share (“Public Share”) and one redeemable warrant

(“Public Warrant”) to purchase one ordinary share at an exercise price of $ 11.50 per share.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 678,575 units (the “Private Placement Units”)

at a price of $ 10.00 per Private Placement Unit in a private placement to KVC Sponsor LLC (the “Sponsor”), generating gross

proceeds of $ 6,785,750 to the Company.

Each Private Placement Unit consists of one ordinary share (“Private Placement Share”)

and one redeemable warrant (“Private Warrant”) to purchase one ordinary share at an exercise price of $ 11.50 per whole share.

costs amounted to $ 6,597,980 , consisting of $ 2,990,000 of underwriting commissions, $ 2,990,000 of deferred underwriting commissions and

$ 617,980 of other offering costs.

In addition, at July 27, 2023, cash of $ 1,593,452 was held outside of the Trust Account and is available

for the payment of offering costs and for working capital purposes.

Cash of $ 151,368,750 was transferred to the Trust Account on July

Trust Account

The aggregate amount of $ 151,368,750 ($ 10.125

per Public Unit) held in a trust account (“Trust Account”) established for the benefit of the Company’s public shareholders

and maintained by Continental Stock Transfer & Trust Company, acting as trustee, will be invested only in U.S.

government treasury

bills, with a maturity of 185 days or less or in money market funds investing solely in U.S.

Treasuries and meeting certain conditions

under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Except with respect to

interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds in the

Trust Account will not be released until the earliest of (i) the completion of the Company’s initial Business Combination, (ii)

the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated

Memorandum and Articles of Association to (A) modify the substance or timing of the Company’s obligation to redeem 100 % of its public

shares if the Company does not complete its initial Business Combination within nine months from the closing of the Initial Public Offering

(or up to 15 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business

Combination) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and

(iii) the redemption of all of the Company’s public shares if the Company is unable to complete its initial Business Combination

within nine months from the closing of the Initial Public Offering (or up to 15 months from the closing of the Initial Public Offering

if the Company extends the period of time to consummate a Business Combination), subject to applicable law.

Business Combination

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Units, although

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

Nasdaq rules provide

that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 %

of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the

signing of an agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the post-Business

Combination 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.

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

The Company will provide its shareholders 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

In connection with an Initial

Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which

shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination.

The Company shall

not consummate such Business Combination unless (i) the Company has net tangible assets of at least US$ 5,000,001 after payment of the

deferred underwriting commissions, either immediately prior to, or upon such consummation of, or any greater net tangible asset or cash

requirement that may be contained in the agreement relating to, such Business Combination;

or (ii) otherwise the Company is exempt from

the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended.

Notwithstanding the foregoing, if the Company

seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s

Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder 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 seeking redemption rights with respect to

15 % or more of the public shares without the Company’s prior written consent.

If a shareholder vote is not required and the

Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and

Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange

Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in

a proxy statement with the SEC prior to completing a Business Combination.

The shareholders will be entitled to redeem their

public shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.125 per public share, subject to increase

of up to an additional $ 0.10 per public share per each three-month in the event that the Sponsor elects to extend the period of time

to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously

released to the Company to pay its tax obligations).

The per-share amount to be distributed to shareholders who redeem their public shares

will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7).

will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in

accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination

if (i) the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination or (ii) otherwise the

Company is exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended;

and, if the Company seeks

shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If a shareholder vote

is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant

to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the SEC,

and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior

to completing a Business Combination.

The Sponsor and any of the Company’s officers

or directors that may hold Founder Shares (as described in Note 5) (as defined the “initial shareholders”) are identical to

the ordinary shares included in the units being sold in this offering except that the Founder Shares are subject to certain transfer restrictions,

aggregate amount of $ 151,368,750 ($ 10.125 per Public Unit) held in a trust account (“Trust Account”) established for the

benefit of the Company’s public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as trustee,

will be invested only in U.S.

government treasury bills, with a maturity of 185 days or less or in money market funds investing solely

Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company

to pay its taxes, if any, the funds in the Trust Account will not be released until the earliest of (i) the completion of the Company’s

initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend

the Company’s Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of the Company’s

obligation to redeem 100 % of its public shares if the Company does not complete its initial Business Combination within nine months from

the closing of the Initial Public Offering (or up to 21 months from the closing of the Initial Public Offering if the Company extends

the period of time to consummate a Business Combination, including Automatic Extension Period) or (B) with respect to any other provision

relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of the Company’s public

shares if the Company is unable to complete its initial Business Combination within nine months from the closing of the Initial Public

Offering (or up to 21 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate

a Business Combination, including Automatic Extension Period), subject to applicable law.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

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

a Business Combination.

Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have

a fair market value equal to at least 80 % of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable

on interest earned) at the time of the signing of an agreement to enter into a Business Combination.

The Company will only complete a

Business Combination if the post-Business Combination 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 that the Company will be able to successfully effect a Business Combination.

Company will provide its shareholders 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 shareholder meeting called to approve the Business Combination or (ii) by means

of a tender offer.

In connection with an Initial Business Combination, the Company may seek shareholder approval of a Business Combination

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

a Business Combination.

The Company shall not consummate such Business Combination unless (i) the Company has net tangible assets of

at least US$ 5,000,001 after payment of the deferred underwriting commissions, either immediately prior to, or upon such consummation

of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination;

or (ii) otherwise the Company is exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended.

Notwithstanding

the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder,

together with any affiliate of such shareholder or any other person with whom such shareholder 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 seeking redemption rights with respect to 15 % or more of the public shares without the Company’s prior written consent.

a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the

Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender

offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the

same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

shareholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account (initially

$ 10.125 per public share, subject to increase of up to an additional $ 0.10 per public share per each three-month extension in the event

that the Sponsor elects to extend the period of time to consummate a Business Combination (see below), plus any pro rata interest earned

on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share amount to

be distributed to shareholders who redeem their public shares will not be reduced by the deferred underwriting commissions the Company

will pay to the underwriter (as discussed in Note 7).

There will be no redemption rights upon the completion of a Business Combination

with respect to the Company’s warrants.

The Public Shares were recorded at redemption value and classified as temporary equity

upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480

“Distinguishing Liabilities from Equity.”

Company will proceed with a Business Combination if (i) the Company has net tangible assets of at least $ 5,000,001 upon such consummation

of a Business Combination or (ii) otherwise the Company is exempt from the provisions of Rule 419 promulgated under the Securities Act

of 1933, as amended;

and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of

the Business Combination.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business

or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption

pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would

be included in a proxy statement with the SEC prior to completing a Business Combination.

Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as described in Note 5) (as defined the “initial

shareholders”) are identical to the Public Shares except that the Founder Shares are subject to certain transfer restrictions,

as described in more detail below.

3 unchanged sentences

Amended and Restated Memorandum and Articles of Association, or a tender offer by the Company prior to a Business Combination.

The Company will have until April 27, 2024 initially to consummate

a Business Combination.

However, if the Company anticipates that it may not be able to consummate a Business Combination within nine months

(the “Combination Period”), the Company may extend the period of time to consummate a Business Combination up to two times,

each by an additional three months each time (for a total of 15 months) by depositing into the Trust Account $ 1,495,000 (approximately

$ 0.1 per share per each three-month extension) to complete a Business Combination (the “Paid Extension Period”).

which may be provided to extend the time frame will be in the form of a loan to the Company from the Sponsor.

The terms of any such loan

have not been definitively negotiated, provided, however, any loan will be interest free and will be repayable only if the Company completes

a Business Combination.

In addition, we will be entitled to an automatic six-month extension to complete a business combination (the “Automatic

Extension Period”) if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial

business combination during the Combination Period or Paid Extension Period.

If the Company is unable to complete a Business

Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding 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 (net of taxes payable and

less interest to pay dissolution expenses up to $ 50,000 ), divided by the number of then outstanding public shares, which redemption will

completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

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

the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal

dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable

The underwriter has agreed to waive its rights to the deferred underwriting commission 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 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 assets remaining available for distribution will be less than the Initial Public Offering

price of $ 10.00 per Public Unit.

The Sponsor has agreed that it will

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 amounts in the Trust Account to

below (i) $ 10.125 per share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of

the Trust Account due to reductions in the value of the trust assets, except as to any claims by a third party who executed a waiver of

any and all rights to seek access to the Trust Account and except as to any claims under 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

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, prospective target businesses

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

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

Liquidity and going concern

At September 30, 2023, the Company had working

capital surplus of $ 1,019,687 and net loss of $ 310,566 for the nine months ended September 30, 2023.

The Company has incurred and expects

to continue to incur significant costs in pursuit of its financing and acquisition plans.

The Company initially had nine months from the

consummation of the Initial Public Offering to consummate the initial Business Combination.

If the Company does not complete a Business

Combination within nine months from the consummation of the Initial Public Offering, the Company will trigger an automatic winding up,

dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

As a result, this

has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Act (As Revised)

of the British Virgin Islands.

Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution

and liquidation.

However, the Company may extend the period of time to consummate a Business Combination two times (for a total of up

to 15 months from the consummation of the Initial Public Offering to complete a Business Combination) or will be entitled to an Automatic

Extension Period if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business

combination during the Combination Period or Paid Extension Period.

If the Company is unable to consummate the Company’s Initial

Business Combination by April 27, 2024 (unless further extended), the Company will, as promptly as possible but not more than ten business

days thereafter, redeem 100 % of the Company’s 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 necessary to pay taxes, and then seek

to liquidate and dissolve.

However, the Company may not be able to distribute such amounts as a result of claims of creditors which may

take priority over the claims of the Company’s public shareholders.

In the event of dissolution and liquidation, the Company’s

warrants will expire and will be worthless.

Additionally, 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, curtailing operations, suspending the pursuit of a potential transaction,

and reducing overhead expenses.

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

terms, if at all.

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

Combination is not consummated by April 27, 2024 (unless further extended).

These unaudited 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.

March 22, 2024, the Company entered into a non-binding letter of intent (the “LOI”) with a business combination target (the

“Target”), regarding a potential business combination involving the Target and its subsidiaries (the “Proposed Transaction”).

The Target is a clinical stage biopharmaceutical company based in Boston, U.S., focusing on i) the research, development, manufacture

and use of self-developed pioneering human stem cell-based bioengineering technology platform for novel drug discovery;

and ii) the development

of next-generation cell and gene therapies for a range of difficult-to-treat or incurable diseases.

With a pipeline of therapeutic candidates,

the Target’s several experimental gene therapies have already obtained U.S.

Food and Drug Administration (“FDA”) Investigational

New Drug (IND) approvals as ongoing clinical trials at multiple premier hospitals in the U.S.

with active patient enrolments.

The LOI is non-binding and no agreement providing

for any Proposed Transaction or any other transaction or the participation by either party therein will be deemed to exist unless and

until definitive agreements have been executed.

As of March 31, 2024, the Company has not entered into any definitive agreements, for

the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar

business combination with one or more businesses or entities.

Pursuant to the IPO prospectus dated July 24, 2023, (Registration No.

filed by the Company for the initial public offering (the “IPO”), the Company is entitled to an automatic six-month extension

to complete a business combination (the “Automatic Extension Period”) after the execution of the LOI and has 15 months from

the closing of its IPO, or October 27, 2024, to complete its initial business combination period.

Company will have until October 27, 2024 initially to consummate a Business Combination.

However, if the Company anticipates that it

may not be able to consummate a Business Combination within nine months (the “Combination Period”), the Company may extend

the period of time to consummate a Business Combination up to two times, each by an additional three months each time (for a total of

21 months including Automatic Extension Period) by depositing into the Trust Account $ 1,495,000 (approximately $ 0.10 per share per each

three-month extension) to complete a Business Combination (the “Paid Extension Period”).

Any funds which may be provided

to extend the time frame will be in the form of a loan to the Company from the Sponsor.

The terms of any such loan have not been definitively

negotiated, provided, however, any loan will be interest free and will be repayable only if the Company completes a Business Combination.

the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 % of

the outstanding 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 (net of taxes payable and less interest to pay dissolution expenses up to $ 50,000 ), divided by the number of

then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including

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

following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed

to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide

for claims of creditors and the requirements of applicable law.

The underwriter has agreed to waive its rights to the deferred underwriting

commission 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 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 assets remaining available for

distribution will be less than the Initial Public Offering price of $ 10.00 per Public Unit.

Sponsor has agreed that it will 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 amounts in the Trust Account to below (i) $ 10.125 per share or (ii) such lesser amount per public share held in the Trust Account

as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, except as to any claims by

a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under 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”).

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, prospective target businesses or other entities with which the Company does business, execute agreements

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

and going concern

March 31, 2024, the Company had working capital surplus of $ 585,190 and net income of $ 3,266,193 for the three months ended March

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

The Company initially had nine months from the consummation of the Initial Public Offering to consummate the initial Business Combination.

If the Company does not complete a Business Combination within nine months from the consummation of the Initial Public Offering, the

Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum

and Articles of Association.

As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation

procedure under the Companies Act (As Revised) of the British Virgin Islands.

Accordingly, no vote would be required from our shareholders

to commence such a voluntary winding up, dissolution and liquidation.

However, the Company may extend the period of time to consummate

a Business Combination two times (for a total of up to 21 months from the consummation of the Initial Public Offering to complete a Business

Combination, including Automatic Extension Period).

If the Company is unable to consummate the Company’s Initial Business Combination

by October 27, 2024 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter,

redeem 100 % of the Company’s 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 necessary to pay taxes, and then seek to liquidate

and dissolve.

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

over the claims of the Company’s public shareholders.

In the event of dissolution and liquidation, the Company’s warrants

will expire and will be worthless.

Additionally,

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, curtailing operations, suspending

the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will

be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern if a Business Combination is not consummated by October 27, 2024 (unless further extended).

These unaudited

condensed 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.

2 – SIGNIFICANT ACCOUNTING POLICIES

of presentation

● Basis of presentation

These accompanying unaudited condensed financial

4 unchanged sentences

The unaudited condensed financial statements should be read in conjunction with the Company’s

financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s registration statement

on Form S-1/A.

financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s 10K filed with the SEC

on March 29, 2024.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP

6 unchanged sentences

● Emerging growth company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting

firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act 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 a 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 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 unaudited condensed financial statements with another public company which is neither an emerging growth company

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

differences in accounting standards used.

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously

Section 102(b)(1) of the JOBS Act 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

The JOBS Act provides that a 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 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 unaudited condensed financial statements with another

public company which is neither an emerging growth company nor an emerging growth company which 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 unaudited condensed financial

statements in conformity with U.S.

GAAP requires 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 financial statement.

Making estimates requires management to exercise

significant judgment.

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 financial statement, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

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 September 30, 2023 and December 31, 2022.

and investment held in trust account

At September 30, 2023, substantially all of the assets held in the

Trust Account were held in money market funds, which are invested primarily in U.S.

preparation of unaudited condensed financial statements in conformity with U.S.

GAAP requires 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 financial

estimates requires management to exercise significant judgment.

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 financial statement, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

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 March 31, 2024 and December 31, 2023.

● Cash and investment held in trust account

At March 31, 2024 and December 31, 2023, substantially

all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S.

Treasury securities.

These securities are presented

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

Earnings on these securities are included in dividend income

in the accompanying statement of operations and is automatically reinvested.

The fair value for these securities is determined using quoted

market prices in active markets.

There was no investment held in the Trust Account as of December 31, 2022.

offering costs

Deferred offering costs consist of underwriting,

legal, accounting and other expenses incurred through the balance sheet dates that are directly related to the Initial Public Offering

and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance

in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)

and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether

the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded

as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair

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

The warrants issued upon the Initial Public Offering

and private placements meet the criteria for equity classification under ASC 480, therefore, the warrants are classified as equity.

shares subject to possible redemption

The Company accounts for its ordinary shares subject

to possible redemption in accordance with the guidance in ASC 480.

Ordinary shares subject to mandatory redemption (if any) are classified

as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature

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) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’

The Company’s ordinary shares feature certain redemption rights that are subject to the occurrence of uncertain future events

and considered to be outside of the Company’s control.

Accordingly, as of September 30, 2023 and December 31, 2022, 14,950,000 and

0 ordinary shares subject to possible redemption, are presented as temporary equity, outside of the shareholders’ equity section

of the Company’s balance sheets, respectively.

These securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period.

these securities are included in dividend income in the accompanying unaudited condensed statements of operations and comprehensive income

(loss) and is automatically reinvested.

The fair value for these securities is determined using quoted market prices in active markets.

Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income and realized gains and losses

are reported in other income.

● Warrant accounting

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing

Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment

considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant

to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants

are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while

the warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of equity at the time of issuance.

Warrants that meet the requirement for equity classification are recorded at their fair value at the

time of issuance and are not revalued at each reporting date.

For issued or modified warrants that do not meet all the criteria for equity

classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each

balance sheet date thereafter.

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

of operations.

the warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 480,

therefore, the warrants are classified as equity.

● Ordinary shares subject to possible redemption

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

Ordinary shares subject

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

Conditionally redeemable ordinary

shares (including ordinary shares that feature 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) are classified as temporary equity.

times, ordinary shares are classified as shareholders’ equity.

The Company’s ordinary shares feature certain redemption rights

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

as of March 31, 2024 and December 31, 2023, 14,950,000 and 14,950,000 ordinary shares subject to possible redemption,

are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance

sheets, respectively.

● Fair value of financial instruments

ASC Topic 820 “ Fair Value Measurements

and Disclosures ” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures

about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between the buyer and the seller at the measurement date.

In determining fair value, the valuation techniques consistent with

the market approach, income approach and cost approach shall be used to measure fair value.

ASC 820 establishes a fair value hierarchy

for inputs, which represents the assumptions used by the buyer and seller in pricing the asset or liability.

These inputs are further

defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing the asset or liability

based on market data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s assumptions about

the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in

the circumstances.

The fair value hierarchy is categorized into three

levels based on the inputs as follows:

Level 1 — Valuations based on unadjusted

quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Valuation adjustments

and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available in an

active market, the valuation of these securities does not entail a significant degree of judgment.

Level 2 — Valuations based on (i) quoted

prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar

assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated

by the market through correlation or other means.

Level 3 — Valuations based on inputs

that are unobservable and significant to the overall fair value measurement.

In some circumstances, the inputs used to measure

fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is

categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The fair value of the Company’s certain

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

the carrying amounts represented in the consolidated balance sheet.

The fair values of cash and cash equivalents, and other current assets,

accrued expenses, due to the Sponsor are estimated to approximate the carrying values as of September 30, 2023 due to the short maturities

of such instruments.

See Note 7 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a

recurring basis.

Income taxes are determined in accordance with

the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).

Under this method, deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the unaudited condensed financial statements carrying

amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted

income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes

the enactment date.

ASC 740 prescribes a comprehensive model for how

companies should recognize, measure, present, and disclose in their unaudited condensed financial statements uncertain tax positions taken

or expected to be taken on a tax return.

Under ASC 740, tax positions must initially be recognized in the unaudited condensed financial

statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

The Company’s

management determined that the British Virgin Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest

and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts

accrued for interest and penalties as of September 30, 2023 and December 31, 2022, respectively.

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 may be subject to potential examination

by foreign taxing authorities in the area of income taxes.

These potential examinations may include questioning the timing and amount

of deductions, the nexus of income among various tax jurisdictions and compliance with foreign 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.

As such, the Company’s

tax provision was zero for the periods presented.

The Company is considered to be an exempted British

Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax

filing requirements in the British Virgin Islands.

After the Initial Public Offering, the proceeds

held in the trust account will be invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money

market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury

An investment in this offering may result in uncertain U.S.

federal income tax consequences.

income (loss) per share

The Company calculates net loss per share in accordance

with ASC Topic 260, “ Earnings per Share .” In order to determine the net income (loss) attributable to both the redeemable

shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common

stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between

the redeemable and non-redeemable common stock.

Any remeasurement of the accretion to the redemption value of the common stock subject

to possible redemption was considered to be dividends paid to the public stockholders.

As of September 30, 2023, the Company has not considered

the effect of the warrants sold in the Initial Public Offering and private warrants to purchase an aggregate of 15,628,575 shares in the

calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the

inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that

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

As a result, diluted loss

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

The net income (loss) per share presented in the

statement of operations is based on the following:

September 30,

$ ( 310,566 )

Accretion of carrying value to redemption value

( 11,435,082 )

Net loss including accretion of carrying value to redemption value

$ ( 11,745,648 )

September 30,

$ ( 305,689 )

Accretion of carrying value to redemption value

( 11,435,082 )

Net loss including accretion of carrying value to redemption value

Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to

measure fair value and the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell

an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date.

establishes a fair value hierarchy for inputs, which represents the assumptions used by the buyer and seller in pricing the asset or

These inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller

would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs

reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed

based on the best information available in the circumstances.

fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 — Valuations

based on unadjusted quoted prices in active markets for identical assets or liabilities that

the Company has the ability to access.

Valuation adjustments and block discounts are not

being applied.

Since valuations are based on quoted prices that are readily and regularly

available in an active market, the valuation of these securities does not entail a significant

degree of judgment.

Level 2 — Valuations

based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted

prices in markets that are not active for identical or similar assets, (iii) inputs other

than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally

from or corroborated by the market through correlation or other means.

based on inputs that are unobservable and significant to the overall fair value measurement.

some circumstances, the inputs used to measure far value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

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

Measurements and Disclosures ,” approximates the carrying amounts represented in the unaudited condensed balance

The fair values of cash and other current assets, accrued expenses, due to the aa related party are estimated to approximate the

carrying values as of March 31, 2024 and December 31, 2023 due to the short maturities of such instruments.

The following

table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of

March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine

such fair value.

Treasury Securities held in Trust Account

$ 156,834,765

For the Nine Months ended

September 30, 2023

For the Nine Months ended

September 30, 2022

Basic and diluted net income (loss) per share:

Allocation of net loss including carrying value to redemption value

$ 156,834,765

Treasury Securities held in Trust Account

$ 154,823,318

Accretion of carrying value to redemption value

Allocation of net income (loss)

$ 154,823,318

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

For the Three Months ended

September 30, 2023

the Three Months ended

September 30, 2022

● Income taxes

taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).

this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the

financial statements carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities

are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income

in the period that includes the enactment date.

740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their unaudited condensed

financial statements uncertain tax positions taken or expected to be taken on a tax return.

Under ASC 740, tax positions must initially

be recognized in the unaudited condensed financial statements when it is more likely than not the position will be sustained upon examination

by the tax authorities.

The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction.

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

no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023, respectively.

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

from its position.

Company may be subject to potential examination by foreign taxing authorities in the area of income taxes.

These potential examinations

may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with

foreign 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.

As such, the Company’s tax provision was zero for the periods presented.

Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently

not subject to income taxes or income tax filing requirements in the British Virgin Islands.

the Initial Public Offering, the proceeds held in the Trust Account will be invested only in U.S.

government treasury obligations with

a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which

invest only in direct U.S.

government treasury obligations.

An investment in this offering may result in uncertain U.S.

federal income

tax consequences.

● Net income (loss) per share

Company calculates net income (loss) per share in accordance with ASC Topic 260, “ Earnings per Share .” In order to

determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the

undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed

income (loss) is calculated using the total net income (loss) less any dividends paid.

The Company then allocated the undistributed income

(loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares.

Any remeasurement of the accretion to the redemption value of the ordinary shares subject to possible redemption was considered to be

dividends paid to the public stockholders.

Accretion associated with the redeemable shares of ordinary share is excluded from earnings

per share as the redemption value approximates fair value.

As of March 31, 2024 and December 31, 2023, the Company has not considered

the effect of the warrants sold in the Initial Public Offering and private warrants to purchase an aggregate of 15,628,575 and 15,628,575 shares,

respectively, in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence

of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities

and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

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

The net income (loss) per share presented in the

unaudited condensed statements of operations and comprehensive income (loss) is based on the following:

Three Months Ended

Basic and diluted net income (loss) per share:

Allocation of net loss including carrying value to redemption value

$ ( 8,528,416 )

$ ( 3,212,355 )

Accretion of carrying value to redemption value

Allocation of net income (loss)

$ ( 3,212,355 )

Interest income earned in investments held in Trust Account

Total expenses

Total allocation to redeemable and non-redeemable ordinary share

Denominators:

1 unchanged sentence

Basic and diluted net income (loss) per share

Parties, which can be a corporation or individual,

are considered to be related if either the Company or the other party have the ability, directly or indirectly, to control the other party

or exercise significant influence over the other party in making financial and operational decisions.

Companies are also considered to

be related if they are subject to common control or common significant influence.

● Concentration

of credit risk

Financial instruments that potentially subject

the Company to concentration of credit risk consist of a cash account in a financial institution.

The Company has not experienced losses

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

issued accounting standards

Management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited

condensed financial statements.

● Related parties

which can be a corporation or individual, are considered to be related if either the Company or the other party have the ability, directly

or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational

Companies are also considered to be related if they are subject to common control or significant influence.

● Concentration of credit risk

instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution.

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such

● Recent issued accounting standards

In December 2023, the FASB issued Accounting Standards

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”), which

modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the

income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income

tax expense or benefit from continuing operations (separated by federal, state and foreign).

ASU 2023-09 also requires entities to disclose

their income tax payments to international, federal, state and local jurisdictions, among other changes.

The guidance is effective for

annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued

or made available for issuance.

ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted.

Company evaluated the potential impact of adopting this new guidance on its unaudited condensed financial statements and related disclosures

and believe that the adoption of this ASU did not have a material effect on the Company’s financial statements.

3 – INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on July

27, 2023, the Company sold 14,950,000 Public Units, which includes 1,950,000 Public Units upon the full exercise by the underwriter of

its over-allotment option, at a purchase price of $ 10.00 per Public Unit.

Each Public Unit consists of one ordinary share and one Public

Warrant to purchase one ordinary share at an exercise price of $ 11.50 per share (see Note 6).

All of the 14,950,000 public shares sold as part

of the Public Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares

if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to

the Company’s Amended and Restated Memorandum and Articles of Association, or in connection with the Company’s liquidation.

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,

redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside

of permanent equity.

The Company’s redeemable ordinary share

is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

probable that the equity instrument will become redeemable, the Company has the option to either 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 to 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.

The Company has elected to recognize

the changes immediately.

The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in

absence of retained earnings, additional paid-in capital).

to the Initial Public Offering on July 27, 2023, the Company sold 14,950,000 Public Units, which includes 1,950,000 Public Units upon

the full exercise by the underwriter of its over-allotment option, at a purchase price of $ 10.00 per Public Unit.

Each Public Unit consists

of one Public share and one Public Warrant to purchase one ordinary share at an exercise price of $ 11.50 per share (see Note 6).

of the 14,950,000 public shares sold as part of the Public Units in the Initial Public Offering contain a redemption feature which allows

for the redemption of such Public Shares if there is a shareholder vote or tender offer in connection with the Business Combination and

in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association, or in connection

with the Company’s liquidation.

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which

has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject

to redemption to be classified outside of permanent equity.

Company’s redeemable ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has

been codified in ASC 480-10-S99.

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

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 to 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.

The accretion or remeasurement is treated as a deemed dividend

(i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

4 – PRIVATE PLACEMENT

Simultaneously with the closing of the Initial

Public Offering on July 27, 2023, the Company consummated a private placement of 678,575 Private Placement Units, at a price of $ 10.00

per Private Placement Unit.

Each Private Placement Unit consists of one ordinary share and one Private Warrant to purchase one ordinary

share at an exercise price of $ 11.50 per whole share.

The Private Placement Units are identical to the

Public Units sold in the Initial Public Offering except for certain registration rights and transfer restrictions.

Simultaneously

with the closing of the Initial Public Offering on July 27, 2023, the Company consummated a private placement of 678,575 Private Placement

Units, at a price of $ 10.00 per Private Placement Unit.

Each Private Placement Unit consists of one Private Placement share and one Private

Warrant to purchase one ordinary share at an exercise price of $ 11.50 per whole share.

Private Placement Units are identical to the Public Units sold in the Initial Public Offering except for certain registration rights

and transfer restrictions.

5 – RELATED PARTY TRANSACTIONS

Founder Shares

In September 2021, the Company issued an aggregate of 3,737,500 Founder

Shares to the initial shareholders, including an aggregate of up to 487,500 shares subject to forfeiture by the Sponsor to the

extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will collectively own 20 %

of the Company’s issued and outstanding shares after the Initial Public Offering (see Note 6) for an aggregate purchase price of

As a result of the underwriters’ full exercise of their over-allotment option on July 27, 2023, no Founder Shares are currently

subject to forfeiture (See Note 8).

Promissory Note — Related Party

On December 31, 2022, the Company issued an unsecured

promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 500,000 (the “Promissory

The Promissory Note is non-interest bearing and payable on the earlier of consummation of an initial public offering of

its securities or the date on which Company determines not to conduct an initial public offering of its securities.

As of September 30, 2023 and December 31, 2022,

the Sponsor had advanced the Company an aggregate amount of $ 0 and $ 173,573 , respectively.

The advances are non-interest bearing and due

Administrative Services Arrangement

An affiliate of the Sponsor agreed that, commencing from the date that

the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination

and its liquidation, to make available to the Company certain general and administrative services, including office space, administrative

and support services, as the Company may require from time to time.

The Company has agreed to pay the affiliate of the Sponsor $ 10,000

per month for these services commencing on the closing date of the Initial Public Offering for 9 months (or up to 15 months if the Company

extends the Combination Period).

As of September 30, 2023 and December 31, 2022, the unpaid services fee of $ 30,000 and $ 0 , respectively.

For the three months ended September 30, 2023 and 2022, the Company incurred $ 30,000 and $ 0 in fees for these services, respectively.

For the nine months ended September 30, 2023 and 2022, the Company incurred $ 30,000 and $ 0 in fees for these services, respectively.

SHAREHOLDERS’ EQUITY

Ordinary Shares

The Company is authorized to issue 500,000,000

ordinary shares at par $ 0.0001 per share.

Holders of the Company’s ordinary shares are entitled to one vote for each share.

As of September 30, 2023 and December 31, 2022, 4,416,075 and 3,737,500

Ordinary Shares were issued and outstanding excluding 14,950,000 and 0 shares subject to possible

redemption, respectively , so that the initial shareholders will own 20 % of the issued and outstanding shares after the Initial

Public Offering (excluding the sale of the Private Units and assuming the initial shareholders do not purchase any Units in the Initial

Public Offering).

As a result of the underwriters’ full exercise of their over-allotment option on July 27, 2023, no Founder Shares

are currently subject to forfeiture (see Note 8).

Each holder of a warrant shall entitle to purchase

one ordinary share at an exercise price of $ 11.50 .

Public Warrants may only be exercised for a whole number of shares.

No fractional shares

will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable after the consummation of a Business

No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering

the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares.

has agreed that as soon as practicable after the closing of a Business Combination, the Company will use its best efforts to file, and

within 90 days following a Business Combination to have declared effective, a registration statement covering the ordinary shares issuable

upon exercise of the warrants.

Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the

exercise of the Public Warrants is not effective within 90 days, the holders may, until such time as there is an effective registration

statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public

Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

If an exemption from registration

is not available, holders will not be able to exercise their Public Warrants on a cashless basis.

The Public Warrants will expire five

years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company may call the warrants for redemption,

in whole and not in part, at a price of $ 0.01 per warrant:

● upon not less than 30 days’ prior written notice of

redemption to each warrant holder,

● if, and only if, the reported last sale price of the ordinary

share equals or exceeds $ 16.5 per share, for any 20 trading days within a 30 trading days period ending on the third trading day prior

to the notice of redemption to Public Warrant holders, and

● if, and only if, there is a current registration statement

in effect with respect to the issuance of the ordinary share underlying such warrants at the time of redemption and for the entire 30-day

trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public Warrants for redemption,

management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be

adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization,

merger or consolidation.

However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.

September 2021, the Company issued an aggregate of 3,737,500 Founder Shares to the initial shareholders, including an aggregate

of up to 487,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option

is not exercised in full or in part, so that the Sponsor will collectively own 20 % of the Company’s issued and outstanding

shares after the Initial Public Offering (see Note 6) for an aggregate purchase price of $ 25,000 .

As a result of the underwriters’

full exercise of their over-allotment option on July 27, 2023, no Founder Shares are currently subject to forfeiture (See Note 8).

Administrative

Services Arrangement

affiliate of the Sponsor agreed that, commencing from the date that the Company’s securities are first listed on NASDAQ through

the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain

general and administrative services, including office space, administrative and support services, as the Company may require from time

The Company has agreed to pay the affiliate of the Sponsor $ 10,000 per month for these services commencing on the closing date

of the Initial Public Offering for 15 months (or up to 21 months including Automatic Extension Period).

As of March 31, 2024 and December

31, 2023, the unpaid services fee was $ 10,000 and $ 10,000 , respectively.

For the three months ended March 31, 2024 and 2023, the Company

incurred $ 30,000 and $ 0 in fees for these services, respectively.

SHAREHOLDERS’ DEFICIT

Company is authorized to issue 500,000,000 ordinary shares at par $ 0.0001 per share.

Holders of the Company’s ordinary shares are

entitled to one vote for each share.

of March 31, 2024 and December 31, 2023, 4,416,075 and 4,416,075 Ordinary Shares were issued and outstanding excluding 14,950,000 and

14,950,000 Ordinary Shares subject to possible redemption, respectively, so that the initial shareholders will own 20 % of the issued

and outstanding shares after the Initial Public Offering (excluding the sale of the Private Units and assuming the initial shareholders

do not purchase any Units in the Initial Public Offering).

As a result of the underwriters’ full exercise of their over-allotment

option on July 27, 2023, no Founder Shares are currently subject to forfeiture (see Note 8).

holder of a warrant shall be entitled to purchase one ordinary share at an exercise price of $ 11.50 .

Public Warrants may only be exercised

for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become

exercisable after the consummation of a Business Combination.

No Public Warrants will be exercisable for cash unless the Company has

an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current

prospectus relating to such ordinary shares.

The Company has agreed that as soon as practicable after the closing of a Business Combination,

the Company will use its best efforts to file, and within 90 days following a Business Combination to have declared effective, a registration

statement covering the ordinary shares issuable upon exercise of the warrants.

Notwithstanding the foregoing, if a registration statement

covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 90 days, the holders may, until

such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective

registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the

Securities Act.

If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless

The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

Company may call the warrants for redemption, in whole and not in part, at a price of $ 0.01 per warrant:

not less than 30 days’ prior written notice of redemption to each warrant holder,

● if, and only if, the reported last sale price of the ordinary share equals or exceeds $ 16.5 per share, for any 20 trading days within a 30 trading days period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

and only if, there is a current registration statement in effect with respect to the issuance

of the ordinary share underlying such warrants at the time of redemption and for the entire

30-day trading period referred to above and continuing each day thereafter until the date

of redemption.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary

shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary

dividend or recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuances of ordinary

shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business

Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not

receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with respect to such warrants.

Accordingly, the warrants may expire worthless.

In addition, if in connection with a Business

Combination, the Company (a) issues additional Ordinary Shares or equity-linked securities at an issue price or effective issue price

of less than $ 9.35 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors,

in good faith, and in the case of any such issuance to the Company’s initial stockholders, or their affiliates, without taking into

account any founders’ shares held by them prior to such issuance), (b) the aggregate gross proceeds from such issuances represent

more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of

the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is below $ 9.35 per

share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of (a) the Fair Market

Value or (b) the price at which the Company issues the Ordinary Shares or equity-linked securities, and the $ 16.50 per share redemption

trigger price will be adjusted (to the nearest cent) to be equal to 165 % of the higher of the Fair Market Value and the price at which

the Company issues Ordinary Shares or equity-linked securities.

The “Fair Market Value” shall mean the volume weighted average

reported trading price of the Ordinary Shares for the twenty (20) trading days starting on the trading day prior to the date of the consummation

of the Business Combination.

The Private Placement Units are identical to the

Public Warrants underlying the Public Units being sold in the Initial Public Offering except that Private Placement Units will not be

transferable, assignable or saleable until 30 days after the completion of the Company’s Business Combination and will be entitled

to registration rights.

the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the

Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with respect to such warrants.

Accordingly, the warrants may expire

addition, if in connection with a Business Combination, the Company (a) issues additional Ordinary Shares or equity-linked securities

at an issue price or effective issue price of less than $ 9.35 per share (with such issue price or effective issue price as determined

by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Company’s initial stockholders,

or their affiliates, without taking into account any Founders’ Shares held by them prior to such issuance), (b) the aggregate gross

proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of

the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value

(as defined below) is below $ 9.35 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to

115 % of the greater of (a) the Fair Market Value or (b) the price at which the Company issues the ordinary shares or equity-linked securities,

and the $ 16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165 % of the higher of the Fair

Market Value and the price at which the Company issues ordinary shares or equity-linked securities.

The “Fair Market Value”

shall mean the volume weighted average reported trading price of the ordinary shares for the twenty (20) trading days starting on the

trading day prior to the date of the consummation of the Business Combination.

Private Warrants are identical to the Public Warrants underlying the Public Units being sold in the Initial Public Offering except that

Private Placement Units will not be transferable, assignable or saleable until 30 days after the completion of the Company’s Business

Combination and will be entitled to registration rights.

7 – COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

and Uncertainties

Management continues to evaluate the impact of

the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s

financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of

the date of these financial statements.

The unaudited condensed financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Registration Rights

Pursuant to a registration rights agreement entered

into on July 24, 2023, the holders of the Founder Shares, Private Placement Units (including securities contained therein), and units

(including securities contained therein) that may be issued on conversion of working capital loans or extension loans and are entitled

to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering requiring

the Company to register such securities for resale.

The holders of these securities are entitled to make up to three demands, excluding

short form demands, that the Company’s register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the Company completion of initial business combination

and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will

bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter Agreement

The underwriters

are entitled to a cash underwriting discount of 2 % of the gross proceeds of the Initial Public Offering, or $ 2,990,000 , upon the

closing of the Business Combination, which is shown as deferred underwriting expenses on the accompany balance sheet.

the COVID-19 pandemic, the Russia-Ukraine war and the conflict in Israel and Palestine on the industry and has concluded that while it

is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations

and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial

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

to a registration rights agreement entered into on July 24, 2023, the holders of the Founder Shares, Private Placement Units (including

securities contained therein), and units (including securities contained therein) that may be issued on conversion of working capital

loans or extension loans and are entitled to registration rights pursuant to a registration rights agreement signed on the effective

date of the Initial Public Offering requiring the Company to register such securities for resale.

The holders of these securities are

entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders

have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s

completion of initial business combination and rights to require the Company to register for resale such securities pursuant to Rule

415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

underwriters are entitled to a cash underwriting discount of 2 % of the gross proceeds of the Initial Public Offering, or $ 2,990,000 ,

upon the closing of the Business Combination, which is shown as deferred underwriting expenses on the accompany unaudited

condensed balance sheet.

8 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “ Subsequent

Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date,

the Company has evaluated all events or transactions that occurred after the balance sheet date.

During the period, the Company did not

have any material subsequent events other than disclosed above.

accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date, the Company has evaluated all events or transactions that occurred after the balance

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-Q

Item 1. Financial Statements