What changed in this filing

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Item 9A. Controls and Procedures

2025-03-21 compared with 2024-04-03 · 822 added, 1454 removed, 175 unchanged (93% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our chief executive officer and chief financial officer or persons performing

similar functions, as appropriate to allow timely decisions regarding required disclosure.

the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted

an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal year ended December 31, 2023, as such term

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

Based on this evaluation, our chief executive officer and chief financial

officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

in Internal Control Over Financial Reporting

the quarter ended December 31, 2023, there has been no change in our internal control over financial reporting that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Report on Internal Controls Over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the

SEC for newly public companies.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal year ended December 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our chief executive

officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

Management’s Report on Internal Controls Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act).

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the Company’s assessment, management has determined that its internal controls over financial reporting were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information .

Trading Plans of Directors and Executive Officers

our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement”

or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “ Rule 10b5-1 trading arrangement” or a “ non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

Directors, Executive Officers and Corporate Governance.

following table sets forth information about our directors and executive officers.

Chief Executive Officer, Chairman

The following table sets forth information about our directors and executive officers as of March 17, 2025.

Chief Executive Officer, Chairman and Director

Ho Min (Jimmy) Kim

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Catherine Mohr

is a summary of the business experience of each of our executive officers and directors:

Rhee has served as our Chief Executive Officer and Chairman of our board of directors since July 2021.

Rhee has been a partner

at SparkLabs Group since 2022, and has been an advisor and mentor to SparkLabs Group since its founding in 2013 and serves as the CEO

of the SparkLabs Group’s SPAC venture.

Rhee is also the founder and previous president of Aero K Holdings Company, a technology

focused aviation industry startup founded in 2016.

Prior to Aero K Holdings Company, he served as chief executive officer of Air Asia,

North Asia, senior advisor to Octave Private Equity, vice president and general manager of Tyco Electronics global PC business, executive

director of Dell’s Asia Pacific/Japan PC business and Enterprise Solutions Marketing, engagement manager at McKinsey & Company,

and research officer at the International Monetary Fund.

Below is a summary of the business experience of each of our executive officers and directors:

James Rhee has served as our Chief Executive Officer and Chairman of our board of directors since July 2021.

Rhee has been a partner at SparkLabs Group since 2022, and has been an advisor and mentor to SparkLabs Group since its founding in 2013 and serves as the CEO of the SparkLabs Group’s SPAC venture.

Rhee is also the founder and previous president of Aero K Holdings Company, a technology focused aviation industry startup founded in 2016.

Prior to Aero K Holdings Company, he served as chief executive officer of Air Asia, North Asia, senior advisor to Octave Private Equity, vice president and general manager of Tyco Electronics global PC business, executive director of Dell’s Asia Pacific/Japan PC business and Enterprise Solutions Marketing, engagement manager at McKinsey & Company, and research officer at the International Monetary Fund.

Rhee received a B.S.

in Economics from the University of Minnesota and an

in Economics from the University of Minnesota and an M.B.A.

(Beta Gamma Sigma) from Kellogg School of Management at Northwestern University.

We believe Mr.

Rhee is qualified to serve

on our board of directors due to his history of experience in various industries, as well as his accomplishments as a founder and businessman.

Min (Jimmy) Kim has served as our Chief Financial Officer and a member of our board of directors since December 2021.

co-founded and has served as a partner at SparkLabs Group since May 2012.

Rhee is qualified to serve on our board of directors due to his history of experience in various industries, as well as his accomplishments as a founder and businessman.

Ho Min (Jimmy) Kim has served as our Chief Financial Officer and a member of our board of directors since December 2021.

Kim co-founded and has served as a partner at SparkLabs Group since May 2012.

Within SparkLabs Group, Mr.

Kim has also served on the investment

committees of Sparklabs Korea Funds, Sparklabs Global Funds and Sparklabs Ignition Fund.

Kim also co-founded N3N, an IoT platform

company and previously served as its president.

Kim has also served on the investment committees of SparkLabs Korea Funds, SparkLabs Global Funds and SparkLabs Ignition Fund.

Kim also co-founded N3N, an IoT platform company and previously served as its president.

He also served as head of portal and webservices for Nexon Corp., an online gaming company.

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in Biomedical Engineering from Northwestern University and an M.S.

in Life Sciences from Korea Advanced Institute

of Science and Technology, KAIST.

in Life Sciences from Korea Advanced Institute of Science and Technology, KAIST.

We believe Mr.

Kim is qualified to serve on our board of directors due to his deep network of

relationships and extensive experience with start-ups and technology companies.

Jang has served as our Chief Operating Officer and a member of our board of directors since July 2021 and has been a partner

of SparkLabs Group since 2022.

Kim is qualified to serve on our board of directors due to his deep network of relationships and extensive experience with start-ups and technology companies.

Kurtis Jang has served as our Chief Operating Officer and a member of our board of directors since July 2021 and has been a partner of SparkLabs Group since 2022.

Prior to joining us, Mr.

Jang was with Prudential Life Insurance Company of Korea, Ltd., a subsidiary

of Prudential Financial, Inc., a provider of insurance, investment management and other financial products and services, from April 2015

to September 2020, where he served as chief executive officer.

Jang was with Prudential Life Insurance Company of Korea, Ltd., a subsidiary of Prudential Financial, Inc., a provider of insurance, investment management and other financial products and services, from April 2015 to September 2020, where he served as chief executive officer.

Prior to Prudential, Mr.

Jang served as chief executive head of Chubb

Korea, an insurance provider affiliated with Chubb Limited.

Jang served as chief executive head of Chubb Korea, an insurance provider affiliated with Chubb Limited.

Jang currently serves on the board of directors of AIG Korea.

received a B.S.

Jang received a B.S.

in Managerial Economics from the University of Illinois, Urbana-Champaign.

We believe Mr.

Jang is qualified to serve

on our board of directors due to his history of leadership and management experience.

Viet Do has served as a member of our board of directors since December 2021.

Do is currently President and Chief Executive

Officer of BioVie Inc., a clinical stage biotech company listed on Nasdaq that develops innovative drug therapies to treat chronic debilitating

conditions including liver disease and neurological and neuro-degenerative disorders and certain cancers.

He also served as president,

global strategy group, at Samsung Group, a multinational conglomerate, from February 2015 to February 2021.

Jang is qualified to serve on our board of directors due to his history of leadership and management experience.

Cuong Viet Do has served as a member of our board of directors since December 2021.

Do is currently President and Chief Executive Officer of BioVie Inc., a clinical stage biotech company listed on Nasdaq that develops innovative drug therapies to treat chronic debilitating conditions including liver disease and neurological and neuro-degenerative disorders and certain cancers.

He also served as President, Global Strategy Group, at Samsung Group, a multinational conglomerate, from February 2015 to February 2021.

Prior to Samsung, Mr.

served as chief strategy officer for Merck & Co., Inc., Tyco Electronics, and Lenovo.

Previous to that, he was a director and senior

partner at McKinsey & Company, where he spent 17 years in the healthcare, high tech and corporate finance practices.

Do served as chief strategy officer for Merck & Co., Inc., Tyco Electronics, and Lenovo.

Previous to that, he was a director and senior partner at McKinsey & Company, where he spent 17 years in the healthcare, high tech and corporate finance practices.

He received a B.A.

from Dartmouth College and an M.B.A.

1 unchanged sentence

We believe Mr.

Do is qualified to serve

on our board of directors due to his history of leadership and management experience.

Kim has served as a member of our board of directors since December 2021.

Kim has also served as an advisor for Afiniti,

Inc., a US AI solution startup since June 2020, and for Samkwang Biotree Group since April 2022.

He also served as a director of POSCO,

a steel manufacturing company, from March 2017 to March 2022.

He previously served as vice chairman of SK Group, a conglomerate composed

of 92 subsidiary companies, and as president and chief executive officer of SK Telecom, a leading telecom service provider in Korea.

Do is qualified to serve on our board of directors due to his history of leadership and management experience.

Shin-Bae Kim has served as a member of our board of directors since December 2021.

Kim has also served as an advisor for Afiniti, Inc., a US AI solution startup since June 2020, and for Samkwang Biotree Group from April 2022 to December 2024.

He also served as a director of POSCO, a steel manufacturing company, from March 2017 to March 2022.

He previously served as vice chairman of SK Group, a conglomerate composed of 92 subsidiary companies, and as president and chief executive officer of SK Telecom, a leading telecom service provider in Korea.

He received a B.S.

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We believe Mr.

Kim is qualified to serve on our board of directors due

to his history of leadership and management experience.

Lan has served as a member of our board of directors since December 2021.

Lan co-founded Cambium Grove Capital in 2019,

a Hong Kong based investment firm focused on global investments in venture, private equity, and alternative credit, and has been serving

as its partner since then.

Lan has invested across a full spectrum of asset classes including venture, private equity, structured

credit and distressed trading, and through different investment cycles.

Lan is also an active angel investor and has served on the

advisory board of Jaarvis Accelerator, which he co-founded, and Antler Accelerator.

Kim is qualified to serve on our board of directors due to his history of leadership and management experience.

Willy Lan has served as a member of our board of directors since December 2021.

Lan co-founded Cambium Grove Capital in 2019, a Hong Kong based investment firm focused on global investments in venture, private equity, and alternative credit, and has been serving as its partner since then.

Lan has invested across a full spectrum of asset classes including venture, private equity, structured credit and distressed trading, and through different investment cycles.

Lan is also an active angel investor and has served on the advisory board of Jaarvis Accelerator, which he co-founded, and Antler Accelerator.

Prior to founding Cambium Grove Capital, Mr.

was a portfolio manager with Och-Ziff Capital Asia (now Sculptor Capital Management).

Before that, he was a founding member of SC Lowy

and served as its head of distribution.

Lan was a portfolio manager with Och-Ziff Capital Asia (now Sculptor Capital Management).

Before that, he was a founding member of SC Lowy and served as its head of distribution.

Prior to that, he was a founding member of, and served as director for Abax Global Capital.

1 unchanged sentence

He received a B.A.

in Business Economics and International

Relations from Brown University.

in Business Economics and International Relations from Brown University.

We believe Mr.

Lan is qualified to serve on our board of directors due to his history of investment

experience as well as his experience developing operating and financing strategies alongside management.

Ling has served as a member of our board of directors since December 2021.

He has served as a venture partner of SparkLabs Taipei,

a startup accelerator firm and affiliate of SparkLabs Group Management, since March 2017.

Lan is qualified to serve on our board of directors due to his history of investment experience as well as his experience developing operating and financing strategies alongside management.

Tony Ling has served as a member of our board of directors since December 2021.

He has served as a venture partner of SparkLabs Taipei, a startup accelerator firm and affiliate of SparkLabs Group Management, since March 2017.

Prior to SparkLabs, Mr.

Ling served as president

of iQ License LLC, an online platform for manufacturers and retailers.

Previous to that, he served as a principal, director, and managing

director at Silver Lake Partners, a private equity firm.

Ling served as president of iQ License LLC, an online platform for manufacturers and retailers.

Previous to that, he served as a principal, director, and managing director at Silver Lake Partners, a private equity firm.

Ling received a B.A.

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We believe Mr.

Ling is qualified to serve on our board of directors due to his deep network of relationships,

his history of investment experience as well as his experience with start-ups and technology companies.

Mohr has served as a member of our board of directors since December 2021.

Mohr has been with Intuitive Surgical, Inc.,

a developer and manufacturer of surgical robotic products designed to improve clinical outcomes of patients, since May 2016, where she

has served in various executive roles, including as vice president, strategy from October 2015 to August 2018.

Through Intuitive Surgical,

Mohr has been seconded as the president of Intuitive Foundation, a nonprofit organization focused on the promotion of health and

advancing education, since August 2018.

Ling is qualified to serve on our board of directors due to his deep network of relationships, his history of investment experience as well as his experience with start-ups and technology companies.

Catherine Mohr has served as a member of our board of directors since December 2021.

Mohr has been with Intuitive Surgical, Inc., a developer and manufacturer of surgical robotic products designed to improve clinical outcomes of patients, since May 2016, where she has served in various executive roles, including as vice president, strategy from October 2015 to August 2018.

Through Intuitive Surgical, Dr.

Mohr has been seconded as the president of Intuitive Foundation, a nonprofit organization focused on the promotion of health and advancing education, since August 2018.

Since November 2022, Dr.

Mohr has served on the board of directors of Aroa Biosurgery, a soft

tissue regeneration company, and Avisi Technologies, a medical device startup.

Mohr has also served on the board of directors of

FINCA International, a non-profit, microfinance organization, since February 2020, and Carta Healthcare, a software company which specializes

in medical data abstraction, since July 2021.

Mohr has served on the board of directors of Aroa Biosurgery, a soft tissue regeneration company, and Avisi Technologies, a medical device startup.

Mohr has also served on the board of directors of Carta Healthcare, a software company which specializes in medical data abstraction, since July 2021.

She received a B.S.

in Mechanical Engineering from the Massachusetts Institute

of Technology and an M.D.

in Mechanical Engineering from the Massachusetts Institute of Technology and an M.D.

from Stanford University School of Medicine.

We believe Dr.

Mohr is qualified to serve on our board of

directors due to her history of leadership and management experience in the medical industry.

Terms of Office and Election of Officers and Directors

currently have eight directors.

Our board of directors is divided into three classes with only

one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting

of shareholders) serving a three-year term.

Prior to our initial business combination, only holders of out founder shares will

be entitled to vote on the appointment and removal of our director.

In accordance with Nasdaq corporate governance requirements, we are

not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.

The term of office

of Class I directors, consisting of Tony Ling, Catherine Mohr and Cuong Viet Do, will expire at our 2024 annual meeting of shareholders.

The term of office of Class II of directors, consisting of Kurtis Jang, Shin-Bae Kim and Ho Min (Jimmy) Kim, will expire at our 2025

annual meeting of shareholders.

The term of office of Class III directors, consisting of James Rhee and Willy Lan, will expire at our

2026 annual meeting of shareholders.

to the completion of our initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by the

holders of a majority of our founders shares.

In addition, prior to the completion of an initial business combination, holders of a majority

of our founders shares may remove a member of the board of directors for any reason.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and

articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association provide that our officers

may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Business Officer, President, Vice Presidents,

Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Class A ordinary shares are listed on Nasdaq.

As a company listed on Nasdaq, we are required under Nasdaq listing rules to maintain a

board comprised of a majority of independent directors as determined affirmatively by our board of directors.

Under Nasdaq listing rules,

a director will only qualify as an independent director if, in the opinion of that listed company’s board of directors, the director

does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a

In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation

and nominating committees be independent.

committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of

1934, as amended, or the Exchange Act, and Nasdaq listing rules applicable to audit committee members.

Compensation committee members

must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and Nasdaq listing rules applicable

to compensation committee members.

board of directors has undertaken a review of the independence of each of our directors.

Based on information provided by each director

concerning his or her background, employment and affiliations, our board of directors has determined that Cuong Viet Do, Shin-Bae Kim,

Willy Lan, Tony Ling and Catherine Mohr, representing five of our eight directors, do not have a relationship that would interfere with

the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent

director” as defined under the listing standards of Nasdaq.

James Rhee, Ho Min (Jimmy) Kim and Kurtis Jang are not considered independent

directors because of their respective positions as our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer.

making these determinations, our board of directors considered the current and prior relationships that each non-employee director has

with our company and all other facts and circumstances that our board of directors deemed relevant in determining their independence,

including the beneficial ownership of our ordinary shares by each non-employee director, and the transactions involving them described

Mohr is qualified to serve on our board of directors due to her history of leadership and management experience in the medical industry.

Number, Terms of Office and Election of Officers and Directors

We currently have eight directors.

Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term.

Prior to our initial business combination, only holders of out founder shares will be entitled to vote on the appointment and removal of our director.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.

The term of office of Class II of directors, consisting of Kurtis Jang, Shin-Bae Kim and Ho Min (Jimmy) Kim, will expire at our 2025 annual meeting of shareholders.

The term of office of Class III directors, consisting of James Rhee and Willy Lan, will expire at our 2026 annual meeting of shareholders.

The term of office of Class I directors, consisting of Tony Ling, Catherine Mohr and Cuong Viet Do, will expire at our 2027 annual meeting of shareholders.

Prior to the completion of our initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by the holders of a majority of our founders shares.

In addition, prior to the completion of an initial business combination, holders of a majority of our founders shares may remove a member of the board of directors for any reason.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Business Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Director Independence

Our Class A ordinary shares are listed on Nasdaq.

As a company listed on Nasdaq, we are required under Nasdaq listing rules to maintain a board comprised of a majority of independent directors as determined affirmatively by our board of directors.

Under Nasdaq listing rules, a director will only qualify as an independent director if, in the opinion of that listed company’s board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation and nominating committees be independent.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Nasdaq listing rules applicable to audit committee members.

Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and Nasdaq listing rules applicable to compensation committee members.

Our board of directors has undertaken a review of the independence of each of our directors.

Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Cuong Viet Do, Shin-Bae Kim, Willy Lan, Tony Ling and Catherine Mohr, representing five of our eight directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the listing standards of Nasdaq.

James Rhee, Ho Min (Jimmy) Kim and Kurtis Jang are not considered independent directors because of their respective positions as our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our ordinary shares by each non-employee director, and the transactions involving them described in Item 13.

Certain Relationships and Related Party Transactions.

are no family relationships among any of our directors or executive officers.

of the Board of Directors

board of directors has three standing committees:

There are no family relationships among any of our directors or executive officers.

Committees of the Board of Directors

Our board of directors has three standing committees:

an audit committee, a nominating committee and a compensation committee.

phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a

listed company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of Nasdaq require

that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors, or, if

there is no nominating committee, that director nominations be made, or recommended to the full board, by our independent directors.

audit committee, which was established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent

accountants and reviews their independence and performance;

reviews the Company’s accounting and financial reporting processes

and the integrity of its financial statements;

the audits of the Company’s financial statements and the appointment, compensation,

qualifications, independence and performance of the Company’s independent auditors;

the Company’s compliance with legal and

regulatory requirements;

Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors, or, if there is no nominating committee, that director nominations be made, or recommended to the full board, by our independent directors.

Audit Committee

Our audit committee, which was established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent accountants and reviews their independence and performance;

reviews the Company’s accounting and financial reporting processes and the integrity of its financial statements;

the audits of the Company’s financial statements and the appointment, compensation, qualifications, independence and performance of the Company’s independent auditors;

the Company’s compliance with legal and regulatory requirements;

and the performance of the Company’s internal audit function and internal control over financial reporting.

Willy Lan, Cuong

Viet Do and Shin-Bae Kim serve as members of our audit committee, with Willy Lan serving as chair of the audit committee.

listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be

Our board of directors has determined that each of Willy Lan, Cuong Viet Do and Willy Lan are independent under Nasdaq listing

standards and applicable SEC rules.

Each member of the audit committee is financially literate and our board of directors has determined

that Willy Lan and Cuong Viet Do each qualify as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted

an audit committee charter, which details the principal functions of the audit committee, including:

with our independent registered public accounting firm regarding, among other issues, audits,

and adequacy of our accounting and control systems;

the independence of the independent registered public accounting firm;

the rotation of the lead (or coordinating) audit partner having primary responsibility for

the audit and the audit partner responsible for reviewing the audit as required by law;

and discussing with management our compliance with applicable laws and regulations;

● pre-approving

all audit services and permitted non-audit services to be performed by our independent registered

public accounting firm, including the fees and terms of the services to be performed;

or replacing the independent registered public accounting firm;

● determining

the compensation and oversight of the work of the independent registered public accounting

firm (including resolution of disagreements between management and the independent auditor

regarding financial reporting) for the purpose of preparing or issuing an audit report or

related work;

● establishing

procedures for the receipt, retention and treatment of complaints received by us regarding

accounting, internal accounting controls or reports which raise material issues regarding

our financial statements or accounting policies;

compliance on a quarterly basis with the terms of the IPO and, if any noncompliance is identified,

immediately taking all action necessary to rectify such noncompliance or otherwise causing

compliance with the terms of the IPO;

and approving all payments made to our existing shareholders, executive officers or directors

and their respective affiliates.

Any payments made to members of our audit committee will

be reviewed and approved by our board of directors, with the interested director or directors

abstaining from such review and approval.

members of our nominating committee are Shin-Bae Kim and Catherine Mohr, with Shin-Bae Kim serving as chair of the nominating committee.

Under Nasdaq listing standards, our director nominations must be made, or recommended to the full board, by our independent directors

or by a nominating committee that is composed entirely of independent directors.

Our board of directors has determined that each of Shin-Bae

Kim and Catherine Mohr are independent under Nasdaq listing standards.

The nominating

committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

The nominating committee

considers persons identified by its members, management, shareholders, investment bankers and others.

for Selecting Director Nominees

The guidelines

for selecting nominees, which are specified in a charter adopted by us, generally will provide that person to be nominated:

have demonstrated notable or significant achievements in business, education or public service;

possess the requisite intelligence, education and experience to make a significant contribution

to the board of directors and bring a range of skills, diverse perspectives and backgrounds

to its deliberations;

● should have the highest ethical standards,

a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating

committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism

in evaluating a person’s candidacy for membership on the board of directors.

The nominating committee may require certain skills

or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider

the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating committee does not

distinguish among nominees recommended by shareholders and other persons.

members of our compensation committee are Catherine Mohr and Shin-Bae Kim, with Catherine Mohr serving as chair of the compensation committee.

listing standards, we are required to have at least two members of the compensation committee, all of whom must be independent directors.

Willy Lan, Cuong Viet Do and Shin-Bae Kim serve as members of our audit committee, with Willy Lan serving as chair of the audit committee.

Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit

committee, all of whom must be independent.

Our board of directors has determined that each of Willy Lan, Cuong Viet Do and Shin-Bae Kim are independent under Nasdaq listing standards and applicable SEC rules.

Each member of the audit committee is financially literate and our board of directors has determined that Willy Lan and Cuong Viet Do each qualify as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

● meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

● monitoring the independence of the independent registered public accounting firm;

● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

● inquiring and discussing with management our compliance with applicable laws and regulations;

● pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

● appointing or replacing the independent registered public accounting firm;

● determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

● monitoring compliance on a quarterly basis with the terms of the IPO and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the IPO;

● reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates.

Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

Nominating Committee

The members of our nominating committee are Shin-Bae Kim and Catherine Mohr, with Shin-Bae Kim serving as chair of the nominating committee.

Under Nasdaq listing standards, our director nominations must be made, or recommended to the full board, by our independent directors or by a nominating committee that is composed entirely of independent directors.

Our board of directors has determined that each of Shin-Bae Kim and Catherine Mohr are independent under Nasdaq listing standards.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are specified in a charter adopted by us, generally will provide that person to be nominated:

● should have demonstrated notable or significant achievements in business, education or public service;

● should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

● should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

Compensation Committee

The members of our compensation committee are Catherine Mohr and Shin-Bae Kim, with Catherine Mohr serving as chair of the compensation committee.

Under Nasdaq listing standards, we are required to have at least two members of the compensation committee, all of whom must be independent directors.

Our board of directors has determined that each of Catherine Mohr and Shin-Bae Kim are independent under Nasdaq listing standards.

have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our President’s,

Chief Financial Officer’s and Chief Operating Officer’s, evaluating our President’s,

Chief Financial Officer’s and Chief Operating Officer’s performance in light

of such goals and objectives and determining and approving the remuneration (if any) of our

President, Chief Financial Officer and Chief Operating Officer based on such evaluation;

and approving the compensation of all of our other Section 16 executive officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and/or annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit

arrangements for our executive officers and employees;

a report on executive compensation to be included in our annual proxy statement, to the extent

evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also

provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal

counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation

committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Committee Interlocks and Insider Participation

of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation

committee (or other committee serving an equivalent function) of any entity that has one or more executive officers serving on our board

of directors.

have adopted a Code of Ethics applicable to our directors, officers and employees.

We have filed copies of our form of Code of Ethics

and our audit committee, compensation committee and nominating committee charters as exhibits to this Annual Report on Form 10-K.

addition, a copy of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to

or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Islands law, directors and officers owe the following fiduciary duties:

to act in good faith in what the director or officer believes to be in the best interests

of the Company as a whole;

to exercise powers for the purposes for which those powers were conferred and not for a collateral

should not improperly fetter the exercise of future discretion;

to exercise powers fairly as between different sections of shareholders;

not to put themselves in a position in which there is a conflict between their duty to the

Company and their personal interests;

to exercise independent judgment.

addition to the above, directors also owe a duty of skill and care which is not fiduciary in nature.

This duty has been defined as a

requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected

of a person carrying out the same functions as are carried out by that director in relation to the Company and the general knowledge

skill and experience of that director.

set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,

or to otherwise benefit as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be

forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder

approval at shareholder meetings.

of our officers and directors presently have, and any of them in the future may have, additional fiduciary and contractual duties to

other entities.

As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable

for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under

Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity

to such entity, before we can pursue such opportunity.

If these other entities decide to pursue any such opportunity, we may be precluded

from pursuing the same.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Financial Officer’s and Chief Operating Officer’s, evaluating our President’s, Chief Financial Officer’s and Chief Operating Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Operating Officer based on such evaluation;

● reviewing and approving the compensation of all of our other Section 16 executive officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation equity-based remuneration plans;

● assisting management in complying with our proxy statement and/or annual report disclosure requirements;

● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

● producing a report on executive compensation to be included in our annual proxy statement, to the extent required;

● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee (or other committee serving an equivalent function) of any entity that has one or more executive officers serving on our board of directors.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees.

We have filed copies of our form of Code of Ethics and our audit committee, compensation committee and nominating committee charters as exhibits to this Annual Report on Form 10-K.

In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

● duty to act in good faith in what the director or officer believes to be in the best interests of the Company as a whole;

● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

● directors should not improperly fetter the exercise of future discretion;

● duty to exercise powers fairly as between different sections of shareholders;

● duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests;

● duty to exercise independent judgment.

In addition to the above, directors also owe a duty of skill and care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the Company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at shareholder meetings.

Certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary and contractual duties to other entities.

As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity.

If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.

However, we do not expect these duties to materially affect our ability to complete our initial business combination.

Our amended and restated memorandum and articles of association provide that we renounce, to the maximum extent permitted by law, our

interest in any corporate opportunity offered to any director or officer, or about which any of our officers or directors acquires knowledge

unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and

such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

addition, our amended and restated memorandum and articles of association contain provisions to exculpate and indemnify, to the maximum

extent permitted by law, such persons in respect of any liability, obligation or duty to our company that may arise as a consequence

of such persons becoming aware of any business opportunity or failing to present such business opportunity.

is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations

or other material management relationships:

accelerator and venture capital

CEO SparkLabs Korea

Our amended and restated memorandum and articles of association provide that we renounce, to the maximum extent permitted by law, our interest in any corporate opportunity offered to any director or officer, or about which any of our officers or directors acquires knowledge unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

In addition, our amended and restated memorandum and articles of association contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to our company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:

Entity’s Business

SparkLabs Group (1)

Startup accelerator and venture capital

SparkLabs Group (1)

Startup accelerator and venture capital

Ho Min (Jimmy) Kim

SparkLabs Group (1)

Startup accelerator and venture capital

Partner, CEO SparkLabs Korea

Cuong Viet Do

Biotechnology

CEO and Director

manufacturing

Grove Capital (1)

Surgical, Inc.

President, CEO and Director

Cambium Grove Capital (1)

Asset management

SparkLabs Taipei (1)

Startup accelerator

Venture Partner

Catherine Mohr

Intuitive Surgical, Inc.

Intuitive Foundation

FINCA International

Carta Healthcare

Nonprofit organization

Aroa Biosurgery

Surgical robotics

Nonprofit organization

President, Strategy

(1) Includes certain of its funds, other affiliates

and portfolio companies.

Potential investors

should also be aware of the following other potential conflicts of interest:

the exception of our CEO who has worked for us full time starting from October 1, 2022, our

executive officers and directors are not required to, and will not, commit their full time

to our affairs, which may result in a conflict of interest in allocating their time between

our operations and our search for a business combination and their other businesses.

not intend to have any full-time employees prior to the completion of our initial business

Each of our executive officers is engaged in several other business endeavors

for which he may be entitled to substantial compensation, and our executive officers are

not obligated to contribute any specific number of hours per week to our affairs.

Sponsor subscribed for founder shares prior to IPO and purchased Private Warrants in a transaction

that closed simultaneously with the closing of the IPO.

Sponsor and each member of our management team have entered into an agreement with us, pursuant

to which they have agreed to waive their redemption rights with respect to any founder shares

and public shares held by them in connection with (i) the completion of our initial

business combination and (ii) a shareholder vote to approve an amendment to our amended

and restated memorandum and articles of association (A) that would modify the substance

or timing of our obligation to provide holders of our Class A ordinary shares the right

to have their shares redeemed in connection with our initial business combination or to redeem

100% of our public shares if we do not complete our initial business combination by July

11, 2025 or (B) with respect to any other provision relating to the rights of holders

of our Class A ordinary shares.

Additionally, our Sponsor has agreed to waive its rights

to liquidating distributions from the trust account with respect to its founder shares if

we fail to complete our initial business combination within the prescribed time frame.

we do not complete our initial business combination within the prescribed time frame, the

Private Warrants will expire worthless.

Except as described herein, our Sponsor and our directors

and executive officers have agreed not to transfer, assign or sell any of their founder shares

until the earliest of (A) one year after the completion of our initial business combination

and (B) subsequent to our initial business combination, (x) if the closing price

of our Class A ordinary shares equals or exceeds $11.50 per share (as adjusted for share

subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for

any 20 trading days within any 30-trading day period commencing at least 150 days after

our initial business combination, or (y) the date on which we complete a liquidation,

merger, share exchange or other similar transaction that results in all of our public shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

Except as described herein, the Private Warrants will not be transferable until 30 days

following the completion of our initial business combination.

Because each of our executive

officers and directors will own ordinary shares or warrants directly or indirectly, they

may have a conflict of interest in determining whether a particular target business is an

appropriate business with which to effectuate our initial business combination.

officers and directors may have a conflict of interest with respect to evaluating a particular

business combination if the retention or resignation of any such officers and directors is

included by a target business as a condition to any agreement with respect to our initial

business combination.

In addition, our Sponsor, officers and directors may Sponsor, form

or participate in other blank check companies similar to ours during the period in which

we are seeking an initial business combination.

Any such companies may present additional

conflicts of interest in pursuing an acquisition target, particularly in the event there

is overlap among investment mandates.

We are not prohibited

from pursuing an initial business combination with a business that is affiliated with our Sponsor, officers or directors.

we seek to complete our initial business combination with a business that is affiliated with our Sponsor, officers or directors, we,

or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is

a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent valuation, appraisal or accounting firm, that

our initial business combination is fair to our company from a financial point of view.

SparkLabs Group

Management and its affiliates manage several investment vehicles.

Neither SparkLabs Group Management nor members of our management team

who are also employed by SparkLabs Group Management have any obligation to present us with any opportunity for a potential business combination

of which they become aware solely in their capacities as officers or managing directors of SparkLabs Group Management.

In addition, SparkLabs

Group Management or its affiliates may Sponsor other blank check companies similar to ours during the period in which we are seeking

an initial business combination, and members of our management team may participate in such blank check companies.

in no event will our Sponsor or its affiliates be paid by us any finder’s fee, consulting fee or other compensation prior to, or

for any services they render in order to effectuate, the completion of our initial business combination.

Further, commencing on the date

our securities are first listed on Nasdaq, we have made an advance payment to an affiliate of our Sponsor for office space, telecommunication

services, security, utilities, maintenance, and other administrative services provided to us, in a total amount of $300,000 for up to

36 months starting from August 2021 (of which unused portion will be returned by deducting the incurred fees on a monthly basis).

We cannot assure

you that any of the above-mentioned conflicts will be resolved in our favor.

If we seek shareholder

approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy

and entitled to vote thereon, voted at a shareholder meeting of the Company are voted in favor of the business combination.

for such meeting will be present if the holders of at least one-third of the issued and outstanding shares entitled to vote at the meeting

are represented in person or by proxy.

In such case, our Sponsor and each member of our management team have agreed to vote their founder

shares and public shares in favor of our initial business combination.

on Liability and Indemnification of Officers and Directors

Cayman Islands

law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers

and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such

as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime.

and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted

by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful

We entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification

provided for in our amended and restated memorandum and articles of association.

We purchased a policy of directors’ and officers’

liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some

circumstances and insures us against our obligations to indemnify our officers and directors.

and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have

agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services

provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled

to funds from the trust account due to their ownership of public shares).

Accordingly, any indemnification provided will only be able

to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business

Our indemnification

obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even

though such an action, if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment

may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant

to these indemnification provisions.

We believe that

these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class

of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our Class A ordinary

shares and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation

to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

solely on our review of such forms furnished to us and written representations from certain reporting persons, we are not aware of any

late Section 16(a) filings by our executive officers, directors and greater than 10% beneficial owners during the year ended December

Healthcare technology

Medical devices

Vice President, Strategy

(1) Includes certain of its funds, other affiliates and portfolio companies.

Potential investors should also be aware of the following other potential conflicts of interest:

● With the exception of our CEO who works for us full time, our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses.

We do not intend to have any full-time employees prior to the completion of our initial business combination.

Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

● Our Sponsor subscribed for founder shares prior to IPO and purchased Private Warrants in a transaction that closed simultaneously with the closing of the IPO.

● Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by July 11, 2025 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame.

If we do not complete our initial business combination within the prescribed time frame, the Private Warrants will expire worthless.

Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $11.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Except as described herein, the Private Warrants will not be transferable until 30 days following the completion of our initial business combination.

Because each of our executive officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

In addition, our Sponsor, officers and directors may Sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business

Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

● We issued an unsecured promissory note in the principal amount of up to $1,900,000 to the Sponsor, of which $840,000 was advanced as of December 31, 2024.

The advance was converted to this promissory note once the note was executed on January 28, 2025.

The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination.

If the Company does not complete its initial business combination, the Note shall not be repaid and all amounts owed under it will be forgiven.

Upon the consummation of a business combination, the Sponsor will have the option, but not the obligation, to convert all or a portion of up to $1,500,000 of the unpaid principal balance of the Note into a number of Working Capital Warrants equal to the principal amount of the Note so converted divided by $1.00.

We are not prohibited from pursuing an initial business combination with a business that is affiliated with our Sponsor, officers or directors.

In the event we seek to complete our initial business combination with a business that is affiliated with our Sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent valuation, appraisal or accounting firm, that our initial business combination is fair to our company from a financial point of view.

SparkLabs Group Management and its affiliates manage several investment vehicles.

Neither SparkLabs Group Management nor members of our management team who are also employed by SparkLabs Group Management have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or managing directors of SparkLabs Group Management.

In addition, SparkLabs Group Management or its affiliates may Sponsor other blank check companies similar to ours during the period in which we are seeking an initial business combination, and members of our management team may participate in such blank check companies.

Furthermore, in no event will our Sponsor or its affiliates be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination.

Further, commencing on the date our securities are first listed on Nasdaq, we have made an advance payment to an affiliate of our Sponsor for office space, telecommunication services, security, utilities, maintenance, and other administrative services provided to us, in a total amount of $300,000 for up to 36 months starting from August 2021 (of which unused portion will be returned by deducting the incurred fees on a monthly basis).

We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting of the Company are voted in favor of the business combination.

A quorum for such meeting will be present if the holders of at least one-third of the issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy.

In such case, our Sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime.

Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association.

We purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are

entitled to funds from the trust account due to their ownership of public shares).

Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our Class A ordinary shares and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we are not aware of any late Section 16(a) filings by our executive officers, directors and greater than 10% beneficial owners during the year ended December 31, 2024.

Insider Trading Policies

As of the date of this Annual Report, we have not adopted a formal insider trading policy.

In connection with the consummation of our initial business combination, we expect to adopt an insider trading policy which will govern the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and other covered persons and be designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

We expect such insider trading policy will prohibit trading while in possession of material nonpublic information and during blackout periods and will provide for preclearance procedures for our directors, officers, and employees, and policies prohibiting hedging or pledging of securities.

Executive Compensation.

We have entered

into consultancy agreements and board services agreements with our officers, directors, and other consultants.

The following table sets

forth the information regarding the compensation awarded to, earned by or paid to our officers and directors in the form of consulting

fees during the year ended December 31, 2023:

and Principal Position

We have entered into consultancy agreements and board services agreements with our officers, directors, and other consultants.

The following table sets forth the information regarding the compensation awarded to, earned by or paid to our officers and directors in the form of consulting fees during the year ended December 31, 2024:

Paid Consulting

Name and Principal Position

Chief Executive Officer, Chairman and Director

Min (Jimmy) Kim

Ho Min (Jimmy) Kim

Chief Financial Officer

Chief Operating Officer

We do not have

any employment agreements with our officers.

Catherine Mohr

Cuong Viet Do

We do not have any employment agreements with our officers.

We do not maintain key-person life insurance for any of our executive officers or directors.

1 unchanged sentence

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 15, 2024 based on information

obtained from the persons named below, with respect to the beneficial ownership of ordinary shares, by:

each person known by us

to be the beneficial owner of more than 5% of our outstanding ordinary shares;

each of our executive officers

and directors that beneficially owns our ordinary shares;

all our executive officers

and directors as a group.

the table below, percentage ownership is based on 16,422,078 our ordinary shares, consisting of (i) 10,000,000 our Class A ordinary

shares and (ii) 6,422,078 our Class B ordinary shares, issued and outstanding as of March 15, 2024.

On all matters to be voted

upon holders of the Class A ordinary shares and Class B ordinary shares vote together as a single class.

Currently, all of

the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary

shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private Warrants as the

Private Warrants are not exercisable within 60 days of March 15, 2024.

Ordinary Shares

Ordinary Shares(2)

and Address of Beneficial Owner (1)

Beneficially Owned

Percentage of

SPAC Fund LLC (our Sponsor)(3)

Capital LLC(4)

affiliated with Goldman Sachs(5)

Investment Management Inc.

affiliated with AQR Capital Management (7)

and Executive Officers

Min (Jimmy) Kim

executive officers and directors as a group (eight individuals)

Unless otherwise indicated,

the business address of each of our shareholders is c/o Spark I Acquisition Corporation, 3790 El Camino Real, Unit #570,

Palo Alto, CA 94306.

Class B ordinary shares are

convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment.

SLG SPAC Fund LLC, our

Sponsor, is the record holder of such shares.

The sole managing member of our Sponsor is SparkLabs Group Management, of which Bernard

Moon is a managing member and may be deemed the beneficial owner of such shares.

on a Schedule 13G filed on February 8, 2024 by Wealthspring Capital LLC and Matthew Simpson.

principal business address for Wealthspring Capital LLC and Mr.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 17, 2025 based on information obtained from the persons named below, with respect to the beneficial ownership of ordinary shares, by:

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

● each of our executive officers and directors that beneficially owns our ordinary shares;

● all our executive officers and directors as a group.

In the table below, percentage ownership is based on 16,422,078 our ordinary shares, consisting of (i) 10,000,000 our Class A ordinary shares and (ii) 6,422,078 our Class B ordinary shares, issued and outstanding as of March 17, 2025.

On all matters to be voted upon holders of the Class A ordinary shares and Class B ordinary shares vote together as a single class.

Currently, all of the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Working Capital Warrants, which have not been issued, or the Private Warrants as the Private Warrants are not exercisable within 60 days of March 17, 2025.

Class A Ordinary Shares

Class B Ordinary Shares(2)

Name and Address

of Beneficial

SLG SPAC Fund LLC (our Sponsor) (3)

Wealthspring Capital LLC (4)

HGC Investment Management Inc.

Entities affiliated with AQR Capital Management (6)

Karpus Investment Management (7)

Entities affiliated with First Trust Capital (8)

Directors and Executive Officers

Ho Min (Jimmy) Kim

Cuong Viet Do

Cathrine Mohr

All executive officers and directors as a group (eight individuals)

(1) Unless otherwise indicated, the business address of each of our shareholders is c/o Spark I Acquisition Corporation, 3790 El Camino Real, Unit #570, Palo Alto, CA 94306.

(2) Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment.

(3) SLG SPAC Fund LLC, our Sponsor, is the record holder of such shares.

The sole managing member of our Sponsor is SparkLabs Group Management, of which Bernard Moon is a managing member and may be deemed the beneficial owner of such shares.

(4) Based on a Schedule 13G filed on February 8, 2024 by Wealthspring Capital LLC and Matthew Simpson.

The principal business address for Wealthspring Capital LLC and Mr.

Simpson is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.

on a Schedule 13G filed on February 9, 2024 by The Goldman Sachs Group, Inc.

and Goldman Sachs & Co.

principal business address for each of these entities is 200 West Street, New York, NY 10282.

on a Schedule 13G filed on February 14, 2024 by HGC

Investment Management Inc ., a company incorporated under the laws of Canada, which

serves as the investment manager to The HGC Fund LP, an Ontario limited partnership.

The principal business address for each of these

entities is 1073 Yonge St re et, 2nd Floor, Toronto, Ontario M4W 2L2, Canada.

on a Schedule 13G filed on February 14, 2024 by AQR

Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC.

The principal business address for each of

these entities is 3790 El Camino Real,Unit #570 , Palo Alto, CA ,94306.

on Transfers of Founder Shares and Private Warrants

The founder shares,

Private Warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions

pursuant to lock-up provisions in the agreement entered into by our Sponsor and management team.

Our Sponsor and each member of our management

team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (a) one year after the completion

of our initial business combination and (b) subsequent to our initial business combination, (x) if the closing price of our

Class A ordinary shares equals or exceeds $11.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our

initial business combination or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction

that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or

other property.

The Private Warrants and the respective Class A ordinary shares underlying such warrants are not transferable or

salable until 30 days after the completion of our initial business combination.

The foregoing restrictions are not applicable to

(i) to our officers, directors or advisors, any affiliates or family members of any of our officers, directors or advisors,

any members or partners of the Sponsor or any affiliates of the Sponsor or the Sponsor’s members or partners, (ii) in the

case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member

of the individual’s immediate family, or an affiliate of such person, or to a charitable organization, (iii) in the case of

an individual, by virtue of laws of descent and distribution upon death of the individual, (iv) in the case of an individual, pursuant

to a qualified domestic relations order, (v) by private sales or transfers made in connection with the consummation of our initial

business combination at prices no greater than the price at which the Private Warrants, as applicable, were originally purchased, (vi) in

the event of our liquidation prior to the completion of our initial business combination, (vii) by virtue of the Sponsor’s

limited liability company agreement upon dissolution of the Sponsor, (viii) to the Company for no value for cancellation in connection

with the consummation of an initial business combination, (ix) in the event of our liquidation prior to the completion of our initial

business combination, or (x) subsequent to the completion of our initial business combination, in the event of our liquidation,

merger, share capital exchange, reorganization or other similar transaction which results in all of our shareholders having the right

to exchange their ordinary shares for cash, securities or other property;

provided , however, that in the case of clauses

(i) through (x) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions

and the other restrictions contained in the letter agreement.

holders of the founder shares, Private Warrants, and any warrants that may be issued on conversion of working capital loans (and any

Class A ordinary shares issuable upon the exercise of the private placements and warrants that may be issued upon conversion of working

capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO

requiring us to register such securities for resale.

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

short form demands, that we register such securities.

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

with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require

us to register for resale such securities pursuant to Rule 415 under the Securities Act.

We will bear the expenses incurred in connection

with the filing of any such registration statements.

(5) Based on a Schedule 13G filed on February 14, 2024 by HGC Investment Management Inc., a company incorporated under the laws of Canada, which serves as the investment manager to The HGC Fund LP, an Ontario limited partnership.

The principal business address for each of these entities is 1073 Yonge Street, 2nd Floor, Toronto, Ontario M4W 2L2, Canada.

(6) Based on a Schedule 13G filed on February 14, 2024 by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC.

The principal business address for each of these entities is One Greenwich Plaza, Greenwich, CT 06830.

(7) Based on a Schedule 13G filed on November 12, 2024 by Karpus Investment Management.

The principal business address for Karpus Investment Management is 183 Sully’s Trail, Pittsford, New York 14534.

(8) Based on a Schedule 13G filed on November 14, 2024 by First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P.

and FTCS Sub GP LLC.

The principal address for First Trust Merger Arbitrage Fund is 235 West Galena Street, Milwaukee, WI 53212.

The principal address for First Trust Capital Management L.P., First Trust Capital Solutions L.P.

and FTCS Sub GP LLC is 225 W.

Wacker Drive, 21st Floor, Chicago, IL 60606.

Restrictions on Transfers of Founder Shares and Private Warrants

The founder shares, Private Warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreement entered into by our Sponsor and management team.

Our Sponsor and each member of our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (a) one year after the completion of our initial business combination and (b) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $11.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

The Private Warrants and the respective Class A ordinary shares underlying such warrants are not transferable or salable until 30 days after the completion of our initial business combination.

The foregoing restrictions are not applicable to transfers:

(i) to our officers, directors or advisors, any affiliates or family members of any of our officers, directors or advisors, any members or partners of the Sponsor or any affiliates of the Sponsor or the Sponsor’s members or partners, (ii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or an affiliate of such person, or to a charitable organization, (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (iv) in the case of an individual, pursuant to a qualified domestic relations order, (v) by private sales or transfers made in connection with the consummation of our initial business combination at prices no greater than the price at which the Private Warrants, as applicable, were originally purchased, (vi) in the event of our liquidation prior to the completion of our initial business combination, (vii) by virtue of the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (viii) to the Company for no value for cancellation in connection with the consummation of an initial business combination, (ix) in the event of our liquidation prior to the completion of our initial business combination, or (x) subsequent to the completion of our initial business combination, in the event of our liquidation, merger, share capital exchange, reorganization or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property;

provided , however, that in the case of clauses (i) through (x) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.

Registration Rights

The holders of the founder shares, Private Warrants, and any warrants that may be issued on conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placements and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring us to register such securities for resale.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

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

Certain Relationships and Related Party Transactions

December 8, 2021, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration

of 6,870,130 Class B ordinary shares, par value $0.0001.

On April 1, 2022, our Sponsor transferred a total of 850,000

Class B ordinary shares to certain of our officers and directors.

These 850,000 shares shall not be subject to forfeiture in the event

the forward purchaser elects to terminate or reduce its commitment to purchase the agreed forward purchase securities pursuant to the

forward purchase agreement.

The number of founder shares issued was determined based on the expectation that such founder shares would

represent 23% of the issued and outstanding shares upon completion of the IPO that includes (i) the sum of the total number of Class

A ordinary shares and Class B ordinary shares outstanding after the IPO plus (ii) the total converted Class A ordinary shares to be sold

pursuant to the forward purchase agreement.

Up to 448,052 founder shares are subject to forfeiture by our Sponsor depending on the extent

to which the underwriter’s over-allotment option is exercised, and up to 3,435,065 founder shares are subject to forfeiture if

the forward purchaser exercises its right to terminate or reduce its commitment to purchase the agreed forward purchase securities under

the forward purchase agreement or in the event of our liquidation and subsequent dissolution.

10, 2023, Cantor informed us that it will not be exercising the over-allotment option.

As a result, the Sponsor forfeited an aggregate

of 448,052 Class B ordinary shares of the Company, par value $0.0001 per share.

Such forfeited shares were cancelled by us prior

to the consummation of the IPO.

October 11, 2023, simultaneously with the closing of the IPO, pursuant to the Private Warrants Purchase Agreement, we completed the private

sale of an aggregate of 8,490,535 Private Warrants to the Sponsor at a purchase price of $1.00 per Private Warrant, generating gross

proceeds to the Company of $8,490,535.

The Private Warrants are identical to the Public Warrants included as part of the Units sold in

the IPO, except that, for so long as the Private Warrants are held by the Sponsor or their permitted transferees, the Private Warrants

(i) may not (including the Class A ordinary shares issuable upon exercise of the Private Warrants), subject to certain limited exceptions,

be transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, and (ii) are

entitled to registration rights.

On December 8, 2021, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration of 6,870,130 Class B ordinary shares, par value $0.0001.

On April 1, 2022, our Sponsor transferred a total of 850,000 Class B ordinary shares to certain of our officers and directors.

These 850,000 shares are not subject to forfeiture in the event the forward purchaser elects to terminate or reduce its commitment to purchase the agreed forward purchase securities pursuant to the forward purchase agreement.

The number of founder shares issued was determined based on the expectation that such founder shares would represent 23% of the issued and outstanding shares upon completion of the IPO that includes (i) the sum of the total number of Class A ordinary shares and Class B ordinary shares outstanding after the IPO plus (ii) the total converted Class A ordinary shares to be sold pursuant to the forward purchase agreement.

Up to 448,052 founder shares are subject to forfeiture by our Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised, and up to 3,435,065 founder shares are subject to forfeiture if the forward purchaser exercises its right to terminate or reduce its commitment to purchase the agreed forward purchase securities under the forward purchase agreement or in the event of our liquidation and subsequent dissolution.

On October 10, 2023, Cantor informed us that it will not be exercising the over-allotment option.

As a result, the Sponsor forfeited an aggregate of 448,052 Class B ordinary shares of the Company, par value $0.0001 per share.

Such forfeited shares were cancelled by us prior to the consummation of the IPO.

On October 11, 2023, simultaneously with the closing of the IPO, pursuant to the Private Warrants Purchase Agreement, we completed the private sale of an aggregate of 8,490,535 Private Warrants to the Sponsor at a purchase price of $1.00 per Private Warrant, generating gross proceeds to the Company of $8,490,535.

The Private Warrants are identical to the Public Warrants included as part of the Units sold in the IPO, except that, for so long as the Private Warrants are held by the Sponsor or their permitted transferees, the Private Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of the Private Warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, and (ii) are entitled to registration rights.

The Private Warrants will be worthless if the Company does not complete an initial business combination.

No underwriting discounts or commissions were paid with respect to the sale of the Private Warrants.

The issuance of the Private Warrants

was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity

to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such opportunity to such entity.

Our officers and directors currently have certain relevant fiduciary duties or contractual

obligations that may take priority over their duties to us.

currently maintain our executive offices at 3790 El Camino Real, Unit #570, Palo Alto, CA 94306, and we lease office space in Seoul,

The cost for our use of this space is included in the $300,000 for up to 36 months in total starting from August 2021

(of which unused portion will be returned by deducting the incurred fees on a monthly basis) paid to an affiliate of our Sponsor for

office space, telecommunication services, security, utilities, maintenance, and other administrative services.

As of December 31, 2023

and 2022, total expense recognized on the amortization of these fees was $105,260 and $150,000, respectively.

compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor for services rendered prior to

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

However, we currently pay and intend to continue paying

consulting fees to or officers and directors for services rendered prior to or in connection with the completion of an initial

business combination, including consulting fees to (i) Mr.

James Rhee, our Chief Executive Officer, $250,000 per annum on

a monthly basis, increasing to $350,000 per annum on a monthly basis starting October 1, 2022;

(Jimmy) Kim, our Chief Financial Officer, $25,000 per annum on quarterly basis;

Kurtis Jang, our Chief Operating

Officer, $180,000 per annum on a monthly basis;

The issuance of the Private Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We currently maintain our executive offices at 3790 El Camino Real, Unit #570, Palo Alto, CA 94306, and we lease office space in Seoul, Korea.

The cost for our use of this space is included in the $300,000 for up to 36 months in total starting from August 2021 (of which unused portion will be returned by deducting the incurred fees on a monthly basis) paid to an affiliate of our Sponsor for office space, telecommunication services, security, utilities, maintenance, and other administrative services.

For the years ended December 31, 2024 and 2023, administrative support fees expense was $34,330 and $105,260, respectively.

No compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor for services rendered prior to or in connection with the completion of an initial business combination.

However, we currently pay and intend to continue paying consulting fees to or officers and directors for services rendered prior to or in connection with the completion of an initial business combination, including consulting fees to (i) Mr.

James Rhee, our Chief Executive Officer, $350,000 per annum on a monthly basis;

Ho Min (Jimmy) Kim, our Chief Financial Officer, $25,000 per annum on quarterly basis;

Kurtis Jang, our Chief Operating Officer, $180,000 per annum on a monthly basis;

(iv) all the independent directors, $75,000 per annum on a monthly basis;

(v) Bernard Moon, managing member of our Sponsor, $36,000 per annum starting September 1, 2021.

In addition, our Sponsor, officers,

and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with

activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business

combinations.

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

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

ended December 31, 2023, we incurred director fees of $400,000, consulting fees of $659,900, and management fees of $191,020.

is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our

As such, for the year ended, December 31, 2023, we reimbursed certain expenses incurred by Directors in the amount of

to the consummation of our IPO, our Sponsor loaned us up to $3,750,000 to be used for a portion of the expenses of the IPO and daily

and (v) Bernard Moon, managing member of our Sponsor, $36,000 per annum.

In addition, our Sponsor, officers, and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

For the years ended December 31, 2024, and December 31, 2023, we incurred director fees of $400,000 and $400,000, consulting fees of $566,696 and $659,900, and management fees of $282,930 and $191,020, respectively.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

As such, for the years ended, December 31, 2024 and 2023, we reimbursed certain expenses incurred by Directors in the amount of $205,521 and $38,328, respectively.

Prior to the consummation of our IPO, our Sponsor loaned us up to $3,750,000 to be used for a portion of the expenses of the IPO and daily operations.

We repaid the loan to our Sponsor upon the consummation of our IPO.

addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate

of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete

an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us.

that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay

such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible

into warrants at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Warrants, including

as to exercise price, exercisability and exercise period.

The terms of such loans by our officers and directors, if any, have not been

determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor,

its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against

any and all rights to seek access to funds in our trust account.

After our initial

business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined

company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation

materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of

distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination,

as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Party Transactions Policy

code of ethics requires us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by

our board of directors (or the audit committee).

Under our code of ethics, conflict of interest situations will include any financial

transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving us.

audit committee is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required

in order to approve a related party transaction.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us.

In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

On January 28, 2025, we issued the Note in the principal amount of up to $1,900,000 to the Sponsor, of which $840,000 was advanced as of December 31, 2024.

The advance was converted to this promissory note once the note was executed on January 28, 2025.

The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination.

The terms of the Working Capital Warrants will be identical to the terms of the Private Warrants.

The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

We do not expect to

seek loans from parties other than our Sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Related Party Transactions Policy

Our code of ethics requires us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the audit committee).

Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving us.

Our audit committee is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction.

A majority of the members of the entire audit committee will constitute a quorum.

a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits

information about related party transactions.

procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a

conflict of interest on the part of a director, employee or officer.

further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated

with any of our Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent

investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to

acquire or an independent accounting firm, that our initial business combination is fair to our company from a financial point of view.

Furthermore, no finder’s fees, reimbursements or cash payments will be made to our Sponsor, officers or directors, or our or their

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

audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

listing standards require that a majority of our board of directors be independent.

For a description of the director independence, see

above Item 10.

Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, that our initial business combination is fair to our company from a financial point of view.

Furthermore, no finder’s fees, reimbursements or cash payments will be made to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

Nasdaq listing standards require that a majority of our board of directors be independent.

For a description of the director independence, see above Item 10.

Directors, Executive Officers and Corporate Governance.

Principal Accountant Fees and Services

following is a summary of fees paid or to be paid to Marcum LLP (“Marcum”) for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and

services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional

services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for

the respective periods and other required filings with the SEC for the years ended December 31, 2023 and December 31, 2022 totaled $198,790

and $51,500, respectively.

The following is a summary of fees paid or to be paid to Marcum LLP (“Marcum”) for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2024 and December 31, 2023 totaled $108,150 and $198,790, respectively.

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

Audit-Related

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

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

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

did not pay Marcum for consultations concerning financial accounting and reporting standards for the years ended December 31, 2023 and

December 31, 2022.

During the year ended December 31, 2023, our independent registered public accounting firms did not render services to us for

tax compliance, tax advice and tax planning.

During the year ended December 31, 2023, there were no fees billed for products and services provided by our independent

registered public accounting firm other than those set forth above.

audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors,

including the fees and terms of such services (subject to the de minimis exceptions for non-audit services described in the Exchange

Act which are approved by the audit committee prior to the completion of the audit).

Financial Statement Schedules

The following documents are

filed as part of this Annual Report:

Audit-Related Fees.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum any audit-related fees for the years ended December 31, 2024 and December 31, 2023.

During the years ended December 31, 2024 and 2023, our independent registered public accounting firms did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees .

During the years ended December 31, 2024 and 2023, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms of such services (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report:

(1) Financial Statements

5 unchanged sentences

Notes to Financial Statements

hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.

Agreement, dated October 5, 2023, between the Company and Cantor Fitzgerald & Co., as Representative of the Underwriters (incorporated

by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11,

and Articles of Association.

(incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1/A filed with the

Securities & Exchange Commission on September 27, 2023).

and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed

with the Securities & Exchange Commission on October 11, 2023).

Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities

& Exchange Commission on September 27, 2023).

Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with

the Securities & Exchange Commission on September 27, 2023).

Warrant Certificate(incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities

& Exchange Commission on September 27, 2023).

Agreement between Continental Stock Transfer & Trust Company, LLC and the Company (incorporated by reference to Exhibit 4.1 to

the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11, 2023).

Description of Registrant’s Securities.

Agreement, dated October 5, 2023, by and among the Company, its executive officers, its directors and SLG SPAC Fund LLC.

(incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11,

Management Trust Agreement, dated October 5, 2023, by and between the Company and Continental Stock Transfer & Trust

Company, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities &

Exchange Commission on October 11, 2023).

Rights Agreement, dated October 5, 2023, by and among the Company, SLG SPAC Fund LLC and the Holders signatory thereto.

(incorporated

by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11,

Warrants Purchase Agreement, dated October 5, 2023, by and between the Company and SLG SPAC Fund LLC.

(incorporated by reference

to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11, 2023).

Purchase Agreement, dated October 5, 2023, by and between the Company and SparkLabs Group Management, LLC.

(incorporated

by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11,

Support Agreement, dated as of August 1, 2021, between the Company and the Sponsor.

(incorporated by reference to Exhibit 10.5 to

the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 27, 2023).

Note, dated as of January 31, 2022, between the Company and the Sponsor.

(incorporated by reference to Exhibit 10.6 to the Registration

Statement on Form S-1/A filed with the Securities & Exchange Commission on September 27, 2023).

We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.

Underwriting Agreement, dated October 5, 2023, between the Company and Cantor Fitzgerald & Co., as Representative of the Underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11, 2023).

Memorandum and Articles of Association.

(incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 27, 2023).

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11, 2023).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 27, 2023).

Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 27, 2023).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 27, 2023).

Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11, 2023).

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.6 of the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 3, 2024),

Letter Agreement, dated October 5, 2023, by and among the Company, its executive officers, its directors and SLG SPAC Fund LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11, 2023).

Investment Management Trust Agreement, dated October 5, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11, 2023).

Registration Rights Agreement, dated October 5, 2023, by and among the Company, SLG SPAC Fund LLC and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11, 2023).

Private Warrants Purchase Agreement, dated October 5, 2023, by and between the Company and SLG SPAC Fund LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11, 2023).

Forward Purchase Agreement, dated October 5, 2023, by and between the Company and SparkLabs Group Management, LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11, 2023).

Office Support Agreement, dated as of August 1, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 27, 2023).

Subscription Agreement, dated December 8, 2021 between the Company and the Sponsor (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 27, 2023).

of Indemnity Agreement, dated October 5, 2023, by and between the Company and each of the officers and directors of the Company (incorporated

by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11,

Form of Consultancy Agreement.

Form of Board Services Agreement.

of Ethics and Business Conduct (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1/A filed with the

Securities & Exchange Commission on September 27, 2023).

Form of Indemnity Agreement, dated October 5, 2023, by and between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 11, 2023).

Form of Consultancy Agreement (incorporated by reference to Exhibit 10.10 of the Annual Report on Form 8-K filed with the Securities & Exchange Commission on April 3, 2024).

Form of Board Services Agreement (incorporated by reference to Exhibit 10.11 of the Annual Report on Form 8-K filed with the Securities & Exchange Commission on April 3, 2024).

Promissory Note, dated as of January 28, 2025, between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on January 29, 2025).

Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 27, 2023).

Power of Attorney (included on the signature page to this Annual Report on Form 10-K).

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Compensation Recovery Policy.

Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed with the Securities

& Exchange Commission on September 27, 2023).

Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1/A filed with the Securities

& Exchange Commission on September 27, 2023).

Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1/A filed with the Securities

& Exchange Commission on September 27, 2023).

Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 of the Annual Report on Form 10 - K filed with the Securities & Exchange Commission on April 3, 2024).

Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 27, 2023).

Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 27, 2023).

Nominating Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 27, 2023).

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension

Schema Document.

Inline XBRL Taxonomy Extension

Calculation Linkbase Document.

Inline XBRL Taxonomy Extension

Definition Linkbase Document.

Inline XBRL Taxonomy Extension

Label Linkbase Document.

Inline XBRL Taxonomy Extension

Presentation Linkbase Document.

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101).

management contract or compensatory plan or arrangement.

F orm 10-K Summary

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

Spark I Acquisition

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

Furnished herewith.

Indicates management contract or compensatory plan or arrangement.

Form 10-K Summary

Not Applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Spark I Acquisition Corporation

/s/ James Rhee

Chief Executive Officer

April 3, 2024

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Rhee, Ho Min (Jimmy) Kim

and Kurtis Jang, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,

for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K,

and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange

Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every

act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or

could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes

or substitute, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

of the Board of Directors and Chief Executive Officer

Executive Officer)

March 21, 2025

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Rhee, Ho Min (Jimmy) Kim and Kurtis Jang, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ James Rhee

Chairman of the Board of Directors and Chief Executive Officer

March 21, 2025

(Principal Executive Officer)

/s/ Ho Min (Jimmy) Kim

Chief Financial Officer and Director

March 21, 2025

Ho Min (Jimmy) Kim

Financial Officer and Director

Min (Jimmy) Kim

Financial and Accounting Officer)

Chief Operating Officer

(Principal Financial and Accounting Officer)

/s/ Kurtis Jang

Chief Operating Officer and Director

March 21, 2025

/s/ Shin-Bae Kim

March 21, 2025

/s/ Tony Ling

March 21, 2025

/s/ Catherine Mohr

March 21, 2025

Catherine Mohr

/s/ Willy Lan

March 21, 2025

/s/ Cuong Viet Do

March 21, 2025

Cuong Viet Do

I ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - Marcum LLP (PCAOB ID # 688 ) F-2

Balance Sheets as of December 31, 2023 and 2022 F-3

Statements of Operations for the years ended December 31, 2023 and December 31, 2022 F-4

Statement of Changes in Shareholders’ Deficit for the years ended December 31, 2023 and December 31, 2022 F-5

Statement of Cash Flows for the years ended December 31, 2023 and December 31, 202 F-6

Notes to Financial Statements F-7

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

I Acquisition Corporation

on the Financial Statements

have audited the accompanying balance sheets of Spark I Acquisition Corporation (the “Company”) as of December 31, 2023 and

2022, the related statements of operations, changes in shareholders’ equity and cash flows for each of the two years in the period

ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

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

2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity

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

Paragraph – Going Concern

The accompanying

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

As described in Note 1 to the financial

statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital

stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities

on or before July 11, 2025.

There is no assurance that the Company will obtain the necessary approvals or raise the additional capital

it needs to fund its business operations and complete any business combination prior to July 11, 2025, if at all.

The Company also has

no approved plan in place to extend the business combination deadline beyond July 11, 2025, and lacks the capital resources needed to

fund operations and complete any business combination, even if the deadline to complete a business combination is extended to a later

SPARK I ACQUISITION CORPORATION

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - Marcum LLP (PCAOB ID # 688 )

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations for the years ended December 31, 2024 and 2023

Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2024 and 2023

Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Spark I Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Spark I Acquisition Corporation (the “Company”) as of December 31, 2024 and 2023, the related statements of operations, changes in shareholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

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

As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before July 11, 2025.

There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business combination prior to July 11, 2025, if at all.

The Company also has no approved plan in place to extend the business combination deadline beyond July 11, 2025, and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination is extended to a later date.

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

Management’s plans

with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary

should the Company be unable to continue as a going concern.

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

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

financial statements based on our audits.

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

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

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

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

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

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

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

As part of our audits

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

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

Management’s plans with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

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

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

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

We conducted our audits in accordance with the standards of the PCAOB .

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

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

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

/s/ Marcum LLP

We have served

as the Company’s auditor since 2022.

We have served as the Company’s auditor since 2022.

Hartford, Connecticut

April 3, 2024

I ACQUISITION CORPORATION

March 21, 2025

SPARK I ACQUISITION CORPORATION

BALANCE SHEETS

Current Assets:

Total Current

cash equivalents held in trust

offering costs

$ 103,315,473

AND SHAREHOLDERS’ DEFICIT

Current Liabilities:

Accrued expenses

and offering costs

note payable - Sponsor

Prepaid expenses

Total Current Assets

Mutual funds held in trust

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current Liabilities:

underwriting fee payable

and contingencies (Note 6)

Accrued expenses and offering costs

Related party payable

Sponsor advance

Total Current Liabilities

Non-current Liabilities:

Deferred underwriting fee payable

Total Liabilities

Commitments and contingencies (Note 6)

Class A ordinary shares subject to possible redemption;

10,000,000 shares at redemption value of $ 10.17 as of December 31, 2023

Shareholders’

10,000,000 shares at redemption value of $ 10.69 and $ 10.17 as of December 31, 2024 and 2023, respectively

Shareholders’ Deficit:

Preference shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, none issued and outstanding (excluding 10,000,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 6,422,078 shares issued and outstanding at December 31, 2023 and 6,870,130 shares issued and outstanding at December 31, 2022

paid-in capital

( 2,518,060 )

( 1,787,157 )

Shareholders’ Deficit

( 2,270,713 )

none issued and outstanding as of December 31, 2024 and 2023, respectively

Class A ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, none issued and outstanding (excluding 10,000,000 shares subject to possible redemption) as of December 31, 2024 and 2023, respectively

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 6,422,078 shares issued and outstanding at December 31, 2024 and 2023, respectively

Additional paid-in capital

Accumulated deficit

( 4,369,546 )

Liabilities and Shareholders’ Deficit

( 2,518,060 )

I ACQUISITION CORPORATION

OF OPERATIONS

the Year Ended

Administration

fees – related party

and operating expenses

account interest income

earned on investments held in Trust Account

Total Shareholders’ Deficit

( 4,368,904 )

( 2,270,713 )

Total Liabilities and Shareholders’ Deficit

SPARK I ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

For the Year Ended

Administration fees – related party

Operating expenses

TOTAL EXPENSES

Operating account interest income

Interest earned on investments held in Trust Account

TOTAL OTHER INCOME

Net income (loss)

Weighted average Class A ordinary shares outstanding, basic and diluted

Basic and diluted net loss per ordinary share

Basic and diluted net income (loss) per ordinary share

Weighted average Class B ordinary shares outstanding, basic and diluted

Basic and diluted net loss per ordinary share

I ACQUISITION CORPORATION

OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEARS December 31, 2023 and 2022

Ordinary Shares

Basic and diluted net income (loss) per ordinary share

SPARK I ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEARS DECEMBER 31, 2024 AND 2023

Class B Ordinary Shares

Shareholders’

2 unchanged sentences

( 1,762,157 )

Class B shares forfeited as a result of underwriter not exercising overallotment option

Issuance of Private Placement warrants, net of offering costs

Fair value of Public warrants, net of offering costs

Remeasurement of Class A ordinary shares subject to possible redemption

( 12,334,066 )

3 unchanged sentences

( 2,270,713 )

Class B shares forfeited as a result of underwriter not exercising overallotment option

Issuance of Private Placement warrants, net of offering costs

Fair value of Public warrants, net of offering costs

Remeasurement of Class A ordinary shares subject to possible redemption

4 unchanged sentences

( 4,368,904 )

I ACQUISITION CORPORATION

OF CASH FLOWS

SPARK I ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

December 31, 2024

December 31, 2023

Cash Flows from Operating Activities:

$ ( 730,903 )

$ ( 1,332,708 )

Net income (loss)

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

Interest earned on investments held in Trust Account

( 5,248,662 )

( 1,177,510 )

Changes in operating assets and liabilities:

1 unchanged sentence

Prepaid expenses

Changes in accrued formation and offering costs

Related party payable

Accrued expenses and offering costs

Net Cash Used In Operating Activities

7 unchanged sentences

Cash Flows from Financing Activities:

Proceeds from issuance of debt – related party

Proceeds from issuance of Class A ordinary shares

Proceeds from private placement sale

Proceeds from Sponsor note

Proceeds from Sponsor advance

Repayment of Sponsor note

4 unchanged sentences

Net change in cash

( 1,028,771 )

Cash at beginning of period

1 unchanged sentence

Supplemental disclosure of non-cash financing activities:

Deferred offering costs included in accrued offering costs

Remeasurement of Class A ordinary shares to redemption value

I ACQUISITION CORPORATION

THE YEAR ENDED DECEMBER 31, 2023

1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

I Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on July 12, 2021 .

The Company was formed

for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business

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

The Company is not limited to a particular industry

or sector for purposes of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such,

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

of December 31, 2023, the Company had not commenced any operations.

All activity for the period from July 12, 2021 (inception) through

December 31, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

is described below, and since closing the Initial Public Offering, a search for a business combination candidate.

The Company will not

generate any operating revenues until after the completion an initial Business Combination, at the earliest.

The Company will generate

non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected

December 31 as its fiscal year end.

registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2023.

On October 11, 2023,

the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A ordinary

shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $ 100,000,000 ,

which is discussed in Note 3, and the sale of 8,490,535 warrants (the “Private Placement Warrants”) at a price of $ 1.00 per

Private Placement Warrant in private placements to SLG SPAC Fund LLC (the “Sponsor”) that closed simultaneously with the

Initial Public Offering.

Company incurred offering costs of $ 6,590,678 , including underwriting fees of $ 2,000,000 , deferred underwriting fees of $ 3,500,000 (see

Note 5) and other costs of $ 1,090,678 .

October 10, 2023, the underwriter informed the Company that it will not be exercising the over-allotment option.

As a result, the Sponsor

forfeited an aggregate of 448,052 Class B ordinary shares of the Company, par value $ 0.0001 per share.

Such forfeited shares were cancelled

by the Company prior to the consummation of the Initial Public Offering.

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

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

consummating a Business Combination.

The stock exchange listing rules require that the Business Combination must be with one or more

operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (as defined below)

(excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding

voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required

to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

SPARK I ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

Spark I Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on July 12, 2021 .

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

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

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

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

All activity for the period from July 12, 2021 (inception) through December 31, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since closing the Initial Public Offering, a search for a business combination candidate.

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

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

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

The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2023.

On October 11, 2023, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 , which is discussed in Note 3, and the sale of 8,490,535 warrants (the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant in private placements to SLG SPAC Fund LLC (the “Sponsor”) that closed simultaneously with the Initial Public Offering.

The Company incurred offering costs of $ 6,590,678 , including underwriting fees of $ 2,000,000 , deferred underwriting fees of $ 3,500,000 (see Note 5) and other costs of $ 1,090,678 .

On October 10, 2023, the underwriter informed the Company that it will not be exercising the over-allotment option.

As a result, the Sponsor forfeited an aggregate of 448,052 Class B ordinary shares of the Company, par value $ 0.0001 per share.

Such forfeited shares were cancelled by the Company prior to the consummation of the Initial Public Offering.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

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

Upon the closing of the Initial Public

Offering, management has agreed that $ 10.05 per Unit sold in the Initial Public Offering, including proceeds of the sale of the Private

Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in U.S.

government securities, within

the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment

company that holds itself out as a money market fund investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7

of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii)

the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

Company has provided the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem

all or a portion of their Public Shares 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 the Business Combination.

The decision as to whether the Company will seek

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

The Public Shareholders will be

entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.05

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

There will be no redemption rights upon

the completion of a Business Combination with respect to the Company’s warrants.

The Public Shares subject to redemption will be

recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with

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

Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 (so that it does

not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that

may be contained in the agreement relating to the Business Combination.

If the Company seeks shareholder approval of the Business Combination,

the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving

a Business Combination, which requires a resolution be passed by a majority of the holders of ordinary shares as, being entitled to do

so, vote in person or by proxy at a general meeting of the Company, or such other vote as required by law or stock exchange rule.

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, conduct the redemptions pursuant to the tender

offer rules of the Securities and Exchange Commission (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.

If the Company

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

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

Additionally,

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

for or against a proposed Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares without

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

Notwithstanding

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

to the tender offer rules, 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 redeeming its shares with respect to more than an aggregate of 15 % of the

Public Shares without the Company’s prior written consent.

Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection

with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles

of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the

Company’s initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination

within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights

or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their

Public Shares upon approval of any such amendment.

the Company has not completed a Business Combination by July 11, 2025 (the ‘Combination Period”), or the Company will (i) cease

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

thereafter, redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in

the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $ 100,000 of interest

to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish

the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and

(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public

Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman

Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating

distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination

within the Combination Period.

Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will

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

However, if the Sponsor or any of its

respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account

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

The underwriters have agreed to waive their rights

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

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

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

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

value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent

any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products

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

the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per public share and (ii) the actual amount per public share

held in the trust account as of the date of the liquidation of the trust account, if less than $ 10.05 per share due to reductions in

the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective

target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable)

nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including

liabilities under the Securities Act.

However, the Company has not asked the Sponsor to reserve for such indemnification obligations,

nor have it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that

the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that the Sponsor would be able to

satisfy those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available for

the Company’s initial business combination and redemptions could be reduced to less than $ 10.05 per public share.

In such event,

the Company may not be able to complete its initial business combination, and the investors would receive such lesser amount per share

in connection with any redemption of their public shares.

None of the Company’s officers or directors will indemnify the Company

for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

and Capital Resources

of December 31, 2023, the Company had $ 1,404,174 in its operating bank account, $ 101,677,510 in its trust account, and working capital

of $ 1,152,039 .

to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the

consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

In addition, in order to

finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4).

Company has future obligations to management, consultants, and directors that will likely extinguish the cash balance within approximately

a year from the filing date of the December 31, 2023 Form 10-K.

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

(“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going

Concern, the Company was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar business combination with one or more businesses or entities on or before July 11, 2025.

There is no assurance that the Company

will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business

combination prior to July 11, 2025, if at all.

The Company also has no approved plan in place to extend the business combination deadline

beyond July 11, 2025, and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline

to complete a business combination is extended to a later date..

Management has determined that the liquidity condition raises substantial

doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial

Upon the closing of the Initial Public Offering, management has agreed that $ 10.05 per Unit sold in the Initial Public Offering, including proceeds of the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company has provided the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares 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 the Business Combination.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.05 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

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

The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .”

The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination.

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires a resolution be passed by a majority of the holders of ordinary shares as, being entitled to do so, vote in person or by proxy at a general meeting of the Company, or such other vote as required by law or stock exchange rule.

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, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (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.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.

If the Company has not completed a Business Combination by July 11, 2025 (the ‘Combination Period”), or the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ 10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available for the Company’s initial business combination and redemptions could be reduced to less than $ 10.05 per public share.

In such event, the Company may not be able to complete its initial business combination, and the investors would receive such lesser amount per share in connection with any redemption of their public shares.

None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Capital Resources

As of December 31, 2024, the Company had $ 375,403 in its operating bank account, $ 106,926,172 in its trust account, and a working capital deficit of $ 868,904 .

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5).

However, the Company has future obligations to management, consultants, and directors that will likely extinguish the cash balance within approximately a year from the filing date of the December 31, 2024 Form 10- K.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the Company was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before July 11, 2025.

Management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements.

No adjustments have been made to the carrying amounts of assets or liabilities.

The Company’s Sponsor, officers and

directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable

in their sole discretion, to meet the Company’s working capital.

and Uncertainties

is currently evaluating 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 and/or search for a target company, the specific impact is not readily

determinable as of the date of these financial statements.

The financial statement does not include any adjustments that might result

from the outcome of this uncertainty.

February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action,

various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

escalation in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions

and effect the stability of the Middle East region.

It is unknown how long any of these disruptions will continue and whether such disruptions

will become more severe.

impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific impact

on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying audited financial statement has been prepared in accordance with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the

“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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.

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 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.

preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 statements, 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.

Costs Associated with the Initial Public Offering

costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly

related to the Initial Public Offering.

Offering costs are allocated to the separable financial instruments issued in the Initial

Public Offering based on a relative fair value basis, compared to total proceeds received.

For the year ended December 31, 2023,

offering costs of $ 364,639 associated with the Class A ordinary shares were charged to shareholders’ deficit upon the completion

of the Initial Public Offering.

The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

The escalation in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability of the Middle East region.

It is unknown how long any of these disruptions will continue and whether such disruptions will become more severe.

The impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying audited financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 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 the financial statement in conformity with US GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 statements, 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.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.

Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

For the year ended December 31, 2023, offering costs of $ 364,639 associated with the Class A ordinary shares were charged to shareholders' deficit upon the completion of the Initial Public Offering.

There were no offering costs recognized for the year ended December 31, 2024.

Ordinary Shares Subject to Possible Redemption

discussed in Note 3, all of the 10,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain

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

In accordance with ASC 480, conditionally redeemable Class A ordinary shares

(including shares of Class A 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

Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are

excluded from the provisions of ASC 480.

Although the Company did not specify a maximum redemption threshold, its charter provides that

currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity)

to be less than $ 5,000,001 .

Accordingly, at December 31, 2023 and 2022, the 10,000,000 and 0 , respectively, Class A ordinary shares subject

to possible redemption in the amount of $ 101,677,510 and $0 at redemption value per Public Share are presented as temporary equity, outside

of the shareholders’ deficit section of the Company’s balance sheet.

Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares

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

Increases or decreases in the carrying amount of redeemable ordinary

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

of December 31, 2023, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

Gross proceeds

$ 100,000,000

Class A Ordinary Shares Subject to Possible Redemption

As discussed in Note 3, all of the 10,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, 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 certificate of incorporation.

In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including shares of Class A 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.

Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.

Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 .

Accordingly, at December 31, 2024 and 2023, the 10,000,000 and 10,000,000 , respectively, Class A ordinary shares subject to possible redemption in the amount of $ 106,926,172 and $ 101,677,510 at redemption value per Public Share are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

As of December 31, 2024 and 2023, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table:

Gross proceeds from sale of Class A Ordinary Shares in IPO

Proceeds allocated to Public Warrants

3 unchanged sentences

Remeasurement adjustment on redeemable ordinary shares

Class A ordinary shares subject to possible redemption

$ 101,677,510

Loss per Ordinary Share

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary

share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the year.

The Company applies

the two-class method in calculating earnings per share.

The remeasurement adjustment associated with the redeemable Class A Ordinary

Shares is excluded from earnings per share as the redemption value approximates fair value.

calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial

Public Offering and (ii) the Private Placement.

As of December 31, 2023 and 2022, the Company did not have any dilutive securities or

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

following table reflects the calculation of basic and diluted net loss per ordinary share.

Ended December 31,

Class A ordinary shares subject to possible redemption, December 31, 2023

Remeasurement adjustment on redeemable ordinary shares

Class A ordinary shares subject to possible redemption, December 31, 2024

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the year.

The Company applies the two-class method in calculating earnings per share.

The remeasurement adjustment associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement.

As of December 31, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and subsequently share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income (loss)per ordinary share.

Class B Redeemable ordinary shares

Allocation of net income, as adjusted

$ ( 180,426 )

Allocation of net income (loss), as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income per Class A Ordinary Share

Basic and diluted net income (loss) per Class A Ordinary Share

Class B Non-redeemable ordinary shares

Allocation of net income, as adjusted

$ ( 550,478 )

$ ( 1,322,708 )

Allocation of net income (loss), as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income per Class B Ordinary Shares

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

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

Deferred tax assets and liabilities are

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

be recovered or settled.

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

that included the enactment date.

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

to be realized.

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

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

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

than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

Basic and diluted net income (loss) per Class B Ordinary Share

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

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

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024.

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

deviation from its position.

is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations,

income taxes are not levied on the Company.

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

There is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

Concentration

of Credit Risk

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

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account.

and Cash Equivalents

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

Cash and Cash Equivalents

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

The Company had no cash equivalents as of December 31, 2024 or 2023.

held in Trust Account

December 31, 2023 and 2022, the Company had $ 101,677,510 and $0 in investments held in the Trust Account, respectively.

The Company’s

portfolio of investments held in the Trust Account are invested in U.S.

government securities, within the meaning set forth in Section

2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or

less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions

of Rule 2a-7 of the Investment Company Act.

Value of Financial Instruments

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

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

Value Measurements

value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction

between market participants at the measurement date.

US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Investments held in Trust Account

At December 31, 2024 and 2023, the Company had $ 106,926,172 and $ 101,677,510 in investments held in the Trust Account, respectively.

The Company’s portfolio of investments held in the Trust Account are invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement ,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date.

US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices

in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little

or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation

techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair 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.

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted

for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each

reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion

of the instrument could be required within 12 months of the balance sheet date.

Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and

the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”.

Under ASC 815-40

the Public Warrants and the Private Placement Warrants meet the criteria for equity treatment and as such will be recorded in shareholders’

If the warrants no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period

with changes recorded in the statement of operations.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, Debt — Debt with Conversion

and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40):

for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for

convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions

that are required for equity- linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings

per share calculation in certain areas.

The amendments are effective for smaller reporting companies for fiscal years beginning after

December 15, 2023, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal

years beginning after December 15, 2020, including interim periods within those fiscal years.

The Company is currently assessing

what impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Instruments

The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”.

Under ASC 815-40 the Public Warrants and the Private Placement Warrants meet the criteria for equity treatment and as such will be recorded in shareholders’ deficit.

If the warrants no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes recorded in the statements of operations.

Recent Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax

rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income

tax disclosures.

Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures.

This ASU will be effective for the annual period ending December 31, 2025.

The Company is currently assessing what impact,

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

The Company is currently assessing what impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.

Recently Adopted Accounting Standards

On January 1, 2023, the Company adopted ASU 2016-13, “Financial

Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.” This guidance was issued

to provide financial statement users with more useful information about the expected credit losses on financial instruments and other

commitments to extend credit held by a reporting entity at each reporting date.

Specifically, this guidance requires entities to utilize

a new “expected loss” model as it relates to financial instruments and receivables.

The adoption of ASU 2016-13 did not have

any impact to the Company’s financial position, results of operations or cash flows.

3 — INITIAL PUBLIC OFFERING

to the Initial Public Offering, the Company offered for sale 10,000,000 Units at a price of $ 10.00 per Unit.

Each Unit will consist of

one share of Class A ordinary shares and one-half of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant

will entitle the holder to purchase one share of Class A ordinary shares at a price of $ 11.50 per share, subject to adjustment (see

4 — PRIVATE PLACEMENTS

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,490,535 Private Placement Warrants at a price

of $ 1.00 per Private Placement Warrant ($ 8,490,535 ) from the Company in a private placement.

Each Private Placement Warrant is exercisable

to purchase one share of Class A ordinary shares at a price of $ 11.50 per share, subject to adjustment (see Note 7).

from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

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

Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable

law) and the Private Placement Warrants will expire worthless.

The Private Placement Warrants (including the Class A ordinary shares

issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion

of an Initial Business Combination, subject to certain exceptions.

5 — RELATED PARTIES

December 8, 2021, the Sponsor received 6,870,130 of the Company’s Class B ordinary shares (the “Founder Shares”)

in exchange for a payment $ 25,000 of offering costs made on behalf of the Company.

April 1, 2022, the Sponsor transferred a total of 850,000 Class B ordinary shares to certain of the Company’s officers

and directors.

These 850,000 shares are not be subject to forfeiture in the event the forward purchaser elects to terminate or reduce

its commitment to purchase the agreed forward purchase securities pursuant to the forward purchase agreement (see Note 6).

has determined that the fair market value for the Founder Shares ($ 4,564,500 or $ 5.37 per share) should be disclosed as unrecognized,

non-employee, equity-based compensation as of the transfer date.

The non-employee, equity-based compensation component of these transactions

will be recognized at the time of a business combination, if any.

October 10, 2023, the underwriter informed the Company that it will not be exercising the over-allotment option.

As a result, the

Sponsor forfeited an aggregate of 448,052 Class B ordinary shares of the Company, par value $ 0.0001 per share.

Such forfeited

shares were cancelled by the Company prior to the consummation of the Initial Public Offering.

Founder Shares are subject to forfeiture immediately prior to the closing of the Company’s initial business combination depending

on the amount of the proceeds received under the forward purchase agreement, or in the event of our liquidation and subsequent dissolution.

The number of the Founder Shares outstanding, which includes 3,435,065 Class B ordinary shares issued in connection with the forward

purchase agreement.

Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur

(A) one year after the completion of a Business Combination and subsequent to a Business Combination, (x) if the last reported

sale price of the Class A ordinary shares equals or exceeds $ 11.50 per share (as adjusted for stock splits, stock capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days

after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other

similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash,

securities or other property.

and Administrative Services

on August 1, 2021, the Company has agreed to pay the Sponsor a total of $ 300,000 for office space, utilities and secretarial and

administrative support for up to 24 months.

On January 1, 2023, the agreement was amended to extend the term through 36 months with

no change in the fee.

Beginning January 1, 2023, the Company will amortize the remaining balance of prepaid administrative support

fees over the new remaining period.

The Company prepaid $ 300,000 for these support fees in 2021, of which approximately $ 32,000 remains

at December 31, 2023.

As of December 31, 2023 and December 31, 2022, total expense recognized on the amortization of these fees was $ 105,260

and $ 150,000 .

Notes — Related Party

2022 and 2023, the Sponsor issued unsecured promissory notes to the Company (the “Promissory Notes”), pursuant to which the

Company may borrow up to an aggregate principal amount of up to $ 3,750,000 .

The Promissory Notes are non-interest bearing and payable

on the earlier of (i) December 31, 2023, or (ii) the consummation of the Initial Public Offering.

At the closing of the

Initial Public Offering, proceeds of $ 3,750,000 were used to pay the outstanding balance of the promissory notes.

As of December 31,

2023, there was no amount outstanding under the Promissory Notes.

There were promissory notes of $ 2,750,000 outstanding as

of December 31, 2022.

Capital Loans

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.” This guidance was issued to provide financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.

Specifically, this guidance requires entities to utilize a new “expected loss” model as it relates to financial instruments and receivables.

The adoption of ASU 2016-13 did not have any impact to the Company’s financial position, results of operations or cash flows.

In August 2020, the FASB issued Accounting Standards Update ("ASU") No.

2020 - 06, Debt - Debt with Conversion and Other Options (Subtopic 470 - 20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815 - 40):

Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020 - 06"), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity - linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020 - 06 on January 1, 2024.

Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows.

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023 - 07), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company adopted ASU 2023 - 07 on January 1, 2024.

The amendments have been applied retrospectively to all prior periods presented in the financial statements.

See Note 10 for further information.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company offered for sale 10,000,000 Units at a price of $ 10.00 per Unit.

Each Unit will consist of one share of Class A ordinary shares and one-half of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant will entitle the holder to purchase one share of Class A ordinary shares at a price of $ 11.50 per share, subject to adjustment (see Note 7).

NOTE 4 — PRIVATE PLACEMENTS

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,490,535 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant ($ 8,490,535 ) from the Company in a private placement.

Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $ 11.50 per share, subject to adjustment (see Note 7).

The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

NOTE 5 — RELATED PARTIES

Founder Shares

On December 8, 2021, the Sponsor received 6,870,130 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment $ 25,000 of offering costs made on behalf of the Company.

On April 1, 2022, the Sponsor transferred a total of 850,000 Class B ordinary shares to certain of the Company’s officers and directors.

Management has determined that the fair market value for the Founder Shares ($ 4,564,500 or $ 5.37 per share) should be disclosed as unrecognized, non-employee, equity-based compensation as of the transfer date.

The non-employee, equity-based compensation component of these transactions will be recognized at the time of a business combination, if any.

On October 10, 2023, the underwriter informed the Company that it will not be exercising the over-allotment option.

As a result, the Sponsor forfeited an aggregate of 448,052 Class B ordinary shares of the Company, par value $ 0.0001 per share.

Such forfeited shares were cancelled by the Company prior to the consummation of the Initial Public Offering.

3,435,065 Founder Shares are subject to forfeiture immediately prior to the closing of the Company’s initial business combination depending on the amount of the proceeds received under the forward purchase agreement, or in the event of our liquidation and subsequent dissolution.

The number of the Founder Shares outstanding, which includes 3,435,065 Class B ordinary shares issued in connection with the forward purchase agreement.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business Combination and subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 11.50 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

General and Administrative Services

Commencing on August 1, 2021, the Company has agreed to pay the Sponsor a total of $ 300,000 for office space, utilities and secretarial and administrative support for up to 36 months.

On January 1, 2023, the agreement was amended to extend the term through 36 months with no change in the fee.

Beginning January 1, 2023, the Company will amortize the remaining balance of prepaid administrative support fees over the new remaining period.

The Company prepaid $ 300,000 for these support fees in 2021, of which approximately $ 0 remains at December 31, 2024 and approximately $ 32,000 remained at December 31, 2023.

For the years ended December 31, 2024 and 2023, administrative support fees expense was $ 34,330 and $ 105,260 , respectively.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of

a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion

of a Business Combination into warrants at a price of $ 1.00 per warrant.

The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $ 1.00 per warrant.

Such warrants would be identical to the Private Placement Warrants.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to

repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of December

31, 2023, there were no amount outstanding under the Working Capital Loans.

6 — COMMITMENTS AND CONTINGENCIES

holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and

any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the

Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights

agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities

for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares).

The holders of these

securities will be entitled to make up to three demands, excluding short form registration 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415

under the Securities Act.

However, the registration rights agreement provides that the Company will not be required to effect or permit

any registration or cause any registration statement to become effective until the securities covered thereby are released from their

lock-up restrictions.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On January 28, 2025, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 1,900,000 to the Sponsor, of which $ 840,000 was advanced at December 31, 2024.

The advance was converted to this promissory note once the note was executed on January 28, 2025.

The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination.

If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven.

Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert all or a portion of up to $ 1,500,000 of the unpaid principal balance of the Note into that number of warrants to purchase one Class A ordinary share, $ 0.0001 par value per share, of the Company (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $ 1.00 .

The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s initial public offering.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares).

The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions.

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

Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 1,500,000 additional

Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

October 10, 2023, the underwriter informed the Company that it will not be exercising the over-allotment option.

As a result, the

Sponsor forfeited an aggregate of 448,052 Class B ordinary shares of the Company, par value $ 0.0001 per share.

Such forfeited

shares were cancelled by the Company prior to the consummation of the Initial Public Offering.

Company paid the underwriters a cash underwriting discount of $ 0.20 per Unit, or $ 2,000,000 in the aggregate, upon the closing of the

Initial Public Offering.

Underwriting Agreement

The Company granted the underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

On October 10, 2023, the underwriter informed the Company that it will not be exercising the over-allotment option.

As a result, the Sponsor forfeited an aggregate of 448,052 Class B ordinary shares of the Company, par value $ 0.0001 per share.

Such forfeited shares were cancelled by the Company prior to the consummation of the Initial Public Offering.

The Company paid the underwriters a cash underwriting discount of $ 0.20 per Unit, or $ 2,000,000 in the aggregate, upon the closing of the Initial Public Offering.

In addition, the underwriters is entitled to a deferred fee of $ 0.35 per Unit, or $ 3,500,000 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company

completes a Business Combination, subject to the terms of the underwriting agreement.

Purchase Agreement

Group Management, LLC (“forward purchaser”), an accredited institutional investor affiliated with the Sponsor, has entered

into a forward purchase agreement with the Company that provides for the purchase by the forward purchaser of forward purchase units

for an aggregate purchase price of at least $ 115,000,000 in a private placement to close concurrently with the closing of our initial

business combination.

The forward purchaser may purchase less than $ 115,000,000 worth of forward purchase units in accordance with the

terms of the forward purchase agreement.

In addition, the forward purchaser may terminate its commitment under the forward purchase agreement

at any time before the closing of the Company’s initial business combination.

Accordingly, if the forward purchaser exercises its

right to terminate its commitment to purchase any forward purchase securities, the Company will not receive any of the amount of proceeds

under the forward purchase agreement and all of the 3,435,065 Class B ordinary shares will then be forfeited prior to the closing

of the Company’s initial business combination.

obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by the Public

Shareholders.

The forward purchase shares will be identical to the shares of Class A ordinary stock included in the Units being

sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights.

7 — SHAREHOLDERS’ DEFICIT

Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with

such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2023, there were no preference shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of

$ 0.0001 per share.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreement

SparkLabs Group Management, LLC (“forward purchaser”), an accredited institutional investor affiliated with the Sponsor, has entered into a forward purchase agreement with the Company that provides for the purchase by the forward purchaser of forward purchase units for an aggregate purchase price of at least $ 115,000,000 in a private placement to close concurrently with the closing of our initial business combination.

The forward purchaser may purchase less than $ 115,000,000 worth of forward purchase units in accordance with the terms of the forward purchase agreement.

In addition, the forward purchaser may terminate its commitment under the forward purchase agreement at any time before the closing of the Company’s initial business combination.

Accordingly, if the forward purchaser exercises its right to terminate its commitment to purchase any forward purchase securities, the Company will not receive any of the amount of proceeds under the forward purchase agreement and all of the 3,435,065 Class B ordinary shares will then be forfeited prior to the closing of the Company’s initial business combination.

The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders.

The forward purchase shares will be identical to the shares of Class A ordinary stock included in the Units being sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights.

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preferred Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2024 and 2023, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

As of December 31, 2023, there were

no shares of Class A ordinary shares issued or outstanding (excluding 10,000,000 shares subject to possible redemption).

Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001

As of December 31, 2024 and 2023, there were no shares of Class A ordinary shares issued or outstanding (excluding 10,000,000 shares subject to possible redemption as of December 31, 2024 and 2023).

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary shares are entitled to one vote for each share.

As of December 31, 2023, there were 6,422,078

shares of Class B ordinary shares issued and outstanding, up to 3,435,065 of which are subject to forfeiture immediately prior to

the closing of our initial business combination depending on the amount of the proceeds received under the forward purchase agreement

described below or in the event of our liquidation and subsequent dissolution.

Only holders of the Class B ordinary shares will

have the right to vote on the election of directors prior to the Business Combination.

Holders of ordinary shares, holders of Class A

ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of

our shareholders except as otherwise required by law.

In connection with our initial business combination, we may enter into a shareholders

agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance

arrangements that differ from those in effect upon completion of the Initial Public Offering.

Founder Shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares (which

such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions

from the trust account if we do not consummate an initial business combination) at the time of our initial business combination or earlier

at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all

founder shares will equal, in the aggregate, on an as-converted basis, at most 23 % of the sum of (i) the total number of ordinary

shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total converted Class A ordinary

shares to be sold pursuant to the forward purchase agreement.

In no event will the Class B ordinary shares convert into Class A

ordinary shares at a rate of less than one-to-one.

were 13,490,535 warrants outstanding as of December 31, 2023 which consists of 8,490,535 private and 5,000,000 public warrants.

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

No fractional warrants will be issued upon separation of the Units and only

whole warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of

a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years

after the completion of a Business Combination or earlier upon redemption or liquidation.

Company will not be obligated to deliver any shares of Class A ordinary share pursuant to the exercise of a warrant and will have

no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares

of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares

of Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid

exemption from registration is available.

No warrant will be exercisable for cash or on a cashless basis, and the Company will not be

obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is

registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration

is available.

Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination,

the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have

declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise

of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire

or are redeemed.

Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed

on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of

the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless

basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company

will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register

or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

of Warrants When the Price per Share of Class A ordinary share Equals or Exceeds $ 18.00 — Once the

warrants become exercisable, the Company may redeem the outstanding Public Warrants:

whole and not in part;

a price of $ 0.01 per Public Warrant;

a minimum of 30 days’ prior written notice of redemption, or the 30 -day redemption period to each warrant holder;

and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for stock

splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20 -trading day period ending

on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes

in connection with the closing of its initial business combination at a Newly Issued Price of less than $ 9.20 per Class A ordinary

share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any

such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates,

as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total

equity proceeds, and interest thereon, available for the funding of its initial business combination on the date of the completion of

its initial business combination (net of redemptions), and (z) the Market Value is below $ 9.20 per share, then the exercise price

of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price,

and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater

of the Market Value and the Newly Issued Price.

Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except

that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants

will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited

— FAIR VALUE MEASUREMENTS

following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31,

2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account

As of December 31, 2024 and 2023, there were 6,422,078 shares of Class B ordinary shares issued and outstanding, up to 3,435,065 of which are subject to forfeiture immediately prior to the closing of our initial business combination depending on the amount of the proceeds received under the forward purchase agreement described below or in the event of our liquidation and subsequent dissolution.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

Holders of ordinary shares, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law.

In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering.

The Founder Shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, at most 23 % of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total converted Class A ordinary shares to be sold pursuant to the forward purchase agreement.

In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

NOTE 8 — WARRANTS

There were 13,490,535 warrants outstanding as of December 31, 2024 and 2023, which consists of 8,490,535 private and 5,000,000 public warrants.

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

No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

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

The Company will not be obligated to deliver any shares of Class A ordinary share pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed.

Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants When the Price per Share of Class A ordinary share Equals or Exceeds $ 18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

● in whole and not in part;

● at a price of $ 0.01 per Public Warrant;

● upon a minimum of 30 days ’ prior written notice of redemption, or the 30 - day redemption period to each warrant holder;

● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at a Newly Issued Price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of its initial business combination on the date of the completion of its initial business combination (net of redemptions), and (z) the Market Value is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

NOTE 9 — FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2024 and 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Mutual funds held in Trust Account

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

During the years ended December 31, 2024 and 2023, there were no transfers into or out of Level 3.

Level 1 assets include investments in mutual funds solely invested money market funds and U.S.

Treasury obligations, as prescribed by the Company’s investment management trust agreement.

The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments .

NOTE 10 – SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company is a blank check company formed for the purpose of effecting a Business Combination.

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

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

The Company will generate non-operating income in the form of interest income on the investments held in the Trust Account.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one operating segment.

The CODM does not review assets in evaluating the results of the Company, and therefore, such information is not presented.

When evaluating the Company’s primary measure of performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following:

For the Year Ended

Loss from operations

( 2,098,195 )

10 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date through April 3, 2024, the date that

the financial statements were issued.

Based upon this review, the Company did not identify any other subsequent events that would have

required adjustment or disclosure in the financial statements.

( 1,908,414 )

Total other income

Net income (loss)

NOTE 11 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through March 21, 2025, the date that the financial statements were issued.

Based upon this review, other than discussed below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

On January 28, 2025, the Company issued an unsecured promissory note in the principal amount of up to $ 1,900,000 to the Sponsor, of which $ 840,000 was advanced as of December 31, 2024.

The advance was converted to this promissory note once the note was executed on January 28, 2025.

The note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination.

If the Company does not complete a Business Combination, the note shall not be repaid and all amounts owed under it will be forgiven.

Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert all or a portion of up to $ 1,500,000 of the unpaid principal balance of the note into that number of warrants to purchase one Class A ordinary share, $ 0.0001 par value per share, of the Company equal to the principal amount of the note so converted divided by $ 1.00 .

The note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the note and all other sums payable with regard to the note becoming immediately due and payable.

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

What changed 10-K

Item 9A. Controls and Procedures