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Item 7. Management’s Discussion and Analysis

2024-04-29 compared with 2023-04-17 · 284 added, 72 removed, 3 unchanged (99% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere in this Report.

Semper Paratus Acquisition Corporation was incorporated as a Cayman Islands exempted company on April 21, 2021.

The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (a “Business Combination”).

We expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

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

All activity through December 31, 2022, relates to the Company’s formation, the initial public offering (the “IPO”) and the search for a prospective initial Business Combination.

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

The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO placed in the Trust Account (defined below).

For the year ended December 31, 2022, we had a net income of $4,408,361, which consisted of unrealized gain on investment held in the Trust Account of $4,948,194 and change in the fair value of warrants of $413,250, offset by the general and administrative expenses of $953,083.

For the period from April 21, 2021 (inception) through December 31, 2021, we had a net loss of $28,745, which consisted of general and administrative expenses of $181,421 and transaction costs allocated to warrant issuance of $880, offset by change in fair value of warrants $137,750 and unrealized gain on investment held in the Trust Account of $15,806.

Liquidity and Capital Resources

The Registration Statement on Form S-1, as amended (the “Registration Statement”), for the Company’s IPO was declared effective on November 3, 2021.

On November 8, 2021, the Company consummated the IPO of 30,000,000 units (“Units”) with respect to the ordinary shares included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $300,000,000, which is discussed in Note 3.

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

Simultaneously with the closing of the IPO, the Company consummated the sale of 1,360,000 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Semper Paratus Sponsor LLC (the “Sponsor”) and underwriter Cantor Fitzgerald & Co.

(“Cantor”) generating gross proceeds of $13,600,000.

Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 4,500,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $45,000,000 and incurring additional offering costs of $2,700,000 in underwriting fees all of which is deferred until completion of the Company’s Business Combination.

Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 90,000 Private Placement Units to the Sponsor, generating gross proceeds of $900,000.

Following the closing of the IPO, $351,900,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”) and will be 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 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

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

For the year ended December 31, 2022, net cash used in operating activities was $215,395, net income of $4,408,361 was impacted by the unrealized gain on investments held in the Trust Account of $4,948,194, a change in the fair value of warrants of $413,250 and changes in operating asset and liabilities of $737,688.

For the period from April 21, 2021 (inception) through December 31, 2021, net cash used in operating activities was $713,825, net loss of $28,745 was impacted by the unrealized gain on investments held in the Trust Account of $15,806, a change in the fair value of warrants of $137,750, transaction costs allocated to warrant issuance of $880 and changes in operating asset and liabilities of $532,405.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable), to complete our Business Combination.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

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”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

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

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement-equivalent units at a price of $10.00 per unit.

As of December 31, 2022, the Company had no borrowings under the Working Capital Loans.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2022.

We do not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The underwriter is entitled to deferred underwriting commissions of $14,700,000 in the aggregate, consisting of $13,800,000 deferred underwriting commissions, and $900,000 cash underwriting discount agreed to be deferred until Business Combination.

The deferred fee will become payable to the underwriter 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.

On April 5, 2012, the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As such, our financial statements may not be comparable to companies that comply with public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of executive compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial

statements and the related notes included elsewhere in this Annual Report.

Some of the information contained in this discussion and analysis

or set forth elsewhere in this Annual Report, including information with respect to our plans, objectives, expectations, projections,

and strategy for its business and related financing, includes forward-looking statements that involve risks and uncertainties.

of many factors, including those factors set out in the “Risk Factors” section of this Annual Report, our actual results

could differ materially from the results described in or implied by these forward-looking statements.

See also the section titled “Cautionary

Note Regarding Forward-Looking Statements” in this Annual Report.

otherwise indicated or as the context requires, the historical financial information included or discussed in this Management’s

Discussion and Analysis of Financial Condition and Results of Operations is that of Semper Paratus Acquisition Corporation prior to the

Business Combination because the Business Combination was consummated after the period covered by the financial statements included in

this Annual Report.

In addition, accordingly, unless otherwise indicated or the context requires, historical references to the “Company,”

“we,” “us,” and “our” in this section also generally refer to Semper Paratus Acquisition Corporation

prior to the closing of the Business Combination.

are a clinical-stage specialty immunotherapy company harnessing one of nature’s most powerful immunological weapons, CD8+ cytotoxic

T lymphocytes (“CD8+ CTLs”), to develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases,

cancers, and neurological disorders with the aim of addressing the significant unmet needs of large patient populations.

We believe that

sustainability and commercial success in the forthcoming era of medicine will rely on ensuring patient accessibility through advanced

science and innovative business models.

We aspire to be the first biotechnology company offering commercially attractive, economically

viable, and cost-effective personalized T cell therapies.

believe our allogeneic, precision T cell technology platform, ExacTcell, represents a significant scientific breakthrough that has the

potential to produce a new class of off the shelf – manufactured and stored for immediate use – drugs with diverse applications

spanning virology, oncology, and neurology.

ExacTcell is a set of processes and methodologies to develop, enrich, and expand single HLA

restricted CTL therapies with proactively selected, precisely defined targets.

HLA molecules are proteins that play an important role

in the immune system’s ability to recognize “self” versus “foreign.” CTLs, also known as killer T cells,

are white blood cells that are part of the immune system and destroy infected, malignant, or otherwise damaged cells.

We are focused

on using ExacTcell to develop allogeneic therapeutics, meaning therapeutics that are intended to be infused in patients other than the

original donor.

ExacTcell therapies are based on carefully selected, naturally occurring CTLs that recognize targets of interest from

the body’s native T cell receptor pool, unlike genetically engineered T cell therapies.

Our confidence in ExacTcell is reflected

in our development pipeline, which has been carefully tailored to address the unmet needs of large patient populations grappling with

life-threatening viral diseases, both viral and non-viral induced cancers, and neurological disorders such as multiple sclerosis.

first clinical product of ExacTcell, TVGN 489, is being developed to fill a critical gap in COVID-19 therapeutics for the immunocompromised

and the high-risk elderly, with potential applications in both treatment and prevention of Long COVID.

TVGN 489 consists of CTLs active

against multiple precise, well defined, and well characterized targets across the SARS-CoV-2 genome.

We hope to launch a pivotal trial

of TVGN 489 in COVID-19 patients with B cell malignancies in as soon as late 2024, with studies of other highly vulnerable populations

TVGN 489 is also in preclinical development for treatment and prevention of Long COVID.

date, we have not generated any revenue.

As a result, we have never been profitable and have incurred net losses since the commencement

of our operations.

We do not expect to generate product revenue unless and until we obtain marketing approval for and successfully commercialize

TVGN 489 or another product candidate, and we cannot assure you that we will ever generate significant revenue or profits.

to incur significant expenses related to expanding our research and development capability, building our manufacturing infrastructure

including through acquisition, and our commercialization organization, including reimbursement, marketing, managed market, distribution

functions, and training, and deploying a specialty medical science liaison team.

Paratus Acquisition Corporation

were incorporated as a Cayman Islands exempted company on April 21, 2021.

We were formed for the purpose of entering into a merger, share

exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses (an “Initial

Business Combination”).

November 8, 2021, we consummated the initial public offering (the “IPO”) of 30,000,000 units (“Units”) with respect

to the ordinary shares included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds

of $300,000,000.

Simultaneously with the closing of the IPO, we consummated the sale of 1,360,000 private placement units (“Private

Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to our sponsor, Semper Paratus Sponsor

LLC (the “Original Sponsor”) and underwriter Cantor Fitzgerald & Co.

(“Cantor”), generating gross proceeds

of $13,600,000.

Simultaneously with the closing of the IPO, we consummated the closing of the sale of 4,500,000 additional Units upon

receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”),

generating additional gross proceeds of $45,000,000, and the private placement of an additional 90,000 Private Placement Units to the

Original Sponsor, generating gross proceeds of $900,000.

Following the closing of the IPO, $351,900,000 from the net proceeds of the

sale of the Units in the IPO and the Private Placement Units was placed in a trust account (the “Trust Account”) for investment

government securities with a maturity of 180 days or less or in any open-ended investment company that holds itself as a money

market fund until the earlier of the completion of an Initial Business Combination and the distribution of the Trust Account.

May 4, 2023, we entered into a purchase agreement (the “Purchase Agreement”) with the Sponsor and the Original Sponsor, pursuant

to which the Sponsor purchased from the Original Sponsor (x) 7,988,889 Class A ordinary shares and (y) 1,000,000 Private Placement Units,

each consisting of one Class A ordinary share and one-half of one redeemable warrant that is exercisable for one Class A ordinary share,

free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated November 3, 2021, that we entered

into with our officers, directors and the Original Sponsor, and the Underwriting Agreement, dated November 3, 2021, that we entered into

with Cantor as representative of the several underwriters (the “Underwriting Agreement”)), for an aggregate purchase price

of $1.00 (the “Purchase Price”) payable at the time of the Initial Business Combination.

The transactions contemplated by

the Purchase Agreement closed June 7, 2023, and the Original Sponsor transferred the Private Placement Units and the Class A ordinary

shares to the Sponsor.

to the Business Combination (defined below), our management had broad discretion with respect to the specific application of the net

proceeds of its IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds were intended to be applied

generally toward consummating a business combination.

Amendments and Share Redemptions

February 3, 2023, our shareholders approved an amendment (the “First Extension Charter Amendment”) to our Amended and Restated

Memorandum and Articles of Association to extend the date by which we were required to consummate an Initial Business Combination from

February 8, 2023, to December 15, 2023.

Under Cayman Islands law, the First Extension Charter Amendment took effect upon approval by

the shareholders.

In connection with the meeting, shareholders holding approximately 32,116,947 Public Shares exercised their right to

redeem their shares for a pro rata portion of the funds in the Trust Account.

As a result, approximately $333 million (approximately

$10.38 per Public Share) was removed from the Trust Account to pay such holders.

December 14, 2023, our shareholders approved an amendment (the “Second Extension Charter Amendment”) to our Amended and

Restated Memorandum and Articles of Association to extend the date by which we were required to consummate an Initial Business

Combination to September 15, 2024.

Under Cayman Islands law, the Second Extension Charter Amendment took effect upon approval by the

shareholders.

In connection with the meeting, shareholders holding approximately 880,873 Public Shares exercised their right to

redeem their shares for a pro rata portion of the funds in the Trust Account.

As a result, approximately $9.71 million

(approximately $11.03 per Public Share) was removed from the Trust Account to pay such holders.

Approximately $16.7 million remained

in the Trust Account as of December 31, 2023, and we had 1,502,180 public shares outstanding as of December 31, 2023.

January 31, 2024, our shareholders approved the proposals relating to the entry into and consummation of the Merger Agreement.

In connection

with the Meeting, shareholders holding 1,432,457 Public Shares exercised their right to redeem their shares for a pro rata portion of

the funds in the Trust Account.

As a result, approximately $16.0 million (approximately $11.14 per Public Share) was removed from the

Trust Account to pay such holders.

Following these redemptions, approximately $0.8 million remained in the Trust Account.

the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into Tevogen Bio, with Tevogen Bio being the surviving

company and our wholly owned subsidiary (the “Merger,” and together with the other transactions contemplated by the Merger

Agreement, the “Business Combination”).

Prior to the effective time of the Merger (the “Effective Time”), pursuant

to the Merger Agreement, we changed our jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing

and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”).

In connection

with the Domestication, we changed our name to “Tevogen Bio Holdings Inc.” Also in connection with the Domestication, our

governing documents were amended and restated.

the Effective Time, in accordance with the terms and subject to the conditions of the Merger Agreement, each share of common stock of

Tevogen Bio issued and outstanding immediately prior to the Effective Time was converted into the right to receive the number of shares

of duly authorized, validly issued, fully paid, and nonassessable shares of our common stock, par value $0.0001 per share (the “Common

Stock”), equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) $1,200,000,000 by (ii) ten dollars

($10.00) by (y) the aggregate number of shares of the common stock of Tevogen Bio that were issued and outstanding immediately prior

to the Effective Time (the “Exchange Ratio”).

of Operations

of December 31, 2023, we had not commenced any operations.

All activity through December 31, 2023, relates to our formation, the IPO,

the search for an Initial Business Combination, and the consummation of the Business Combination with Tevogen Bio.

We did not generate

any operating revenues prior to the completion of the Business Combination.

We generated non-operating income in the form of interest

income from the proceeds derived from the IPO placed in the Trust Account.

the year ended December 31, 2023, we had a net loss of $67,325, which consisted of unrealized gain on investment held in the Trust

Account of $2,734,426, offset by general and administrative expenses of $2,273,970, change in the fair value of warrants of $21,750, interest expense of $256,031, and impairment of amounts due from related party of $250,000.

the year ended December 31, 2022, we had a net income of $4,408,361, which consisted of unrealized gain on investment held in the Trust

Account of $4,948,194 and change in the fair value of warrants of $413,250, offset by general and administrative expenses of $953,083.

and Capital Resources

the year ended December 31, 2023, net cash used in operating activities was $1,376,351, net loss of $67,325 was impacted by the unrealized

gain on investments held in the Trust Account of $2,734,426, offset by non-cash interest expense of $256,031, the change in the fair value of warrants of $21,750 and changes

in operating assets and liabilities of $1,147,619.

the year ended December 31, 2022, net cash used in operating activities was $215,395, net income of $4,408,361 was impacted by the unrealized

gain on investments held in the Trust Account of $4,948,194, a change in the fair value of warrants of $413,250 and changes in operating

assets and liabilities of $737,688.

of December 31, 2023, we had $8,835 in cash and $16,681,497 remained in the Trust Account.

See “Overview – Charter

Amendments and Share Redemptions” above for a discussion of withdrawals from the Trust Account in connection with redemptions

Our primary sources of funds

to meet our near-term liquidity and capital requirements include cash on hand, including the funding the funding we have received

from the sale of our Series A Preferred Stock, and the funding we expect to receive from the sale of our Series A-1 Preferred Stock.

On February 14, 2024, we entered into a securities purchase agreement with an investor pursuant to which an investor agreed to

purchase shares of our Series A Preferred Stock for an aggregate purchase price of $8.0 million.

On March 27, 2024, we entered into

an agreement pursuant to which that amount was reduced to $2.0 million and the investor agreed to purchase shares of our Series A-1

Preferred Stock for an aggregate purchase price of $6.0 million.

As of the date of this Annual Report, we have received only $1.2

million of the $6.0 million aggregate purchase price for the shares of Series A-1 Preferred Stock.

Even if we receive all of

such proceeds, we will still need additional capital to fully implement our business, operating, and development plans.

expect to devote substantial financial resources to our ongoing and planned activities, particularly as we conduct our planned clinical

trials of TVGN 489 and other product candidates.

Identifying potential product candidates and conducting pre-clinical testing and clinical

trials is a time-consuming, expensive, and uncertain process that takes years to complete, and we may never generate the necessary data

or results required to obtain marketing approval and achieve product sales.

In addition, our product candidates, if approved, may not

achieve commercial success.

expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance our pre-clinical

studies and clinical trials.

In addition, if we obtain marketing approval for TVGN 489 in any indication or for any other product candidate

we are developing or develop in the future, we expect to incur significant commercialization expenses related to product manufacturing,

sales, marketing, and distribution.

Furthermore, we expect to incur additional costs associated with operating as a public company.

we will need to obtain substantial additional funding.

such time, if ever, as we can generate substantial revenues from product sales, we expect to finance our cash needs through a combination

of public and private equity offerings and debt financings, strategic alliances, collaborations, and marketing, distribution, or licensing

arrangements.

However, adequate additional financing may not be available to us on acceptable terms, or at all, and may be impacted by

the economic climate and market conditions.

See the risk factor in this Annual Report with the caption beginning “We will require

substantial additional financing to pursue our business objectives ….”

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023 and 2022.

not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or

commitments of other entities, or purchased any non-financial assets.

of December 31, 2023 and 2022, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term

was entitled to deferred underwriting commissions of $14,700,000 in the aggregate, consisting of $13,800,000 deferred underwriting commissions,

and $900,000 cash underwriting discount agreed to be deferred until consummation of the Business Combination.

The deferred fee was to

become payable to the underwriter from the amounts held in the Trust Account solely in the event that we completed a Business Combination,

subject to the terms of the Underwriting Agreement.

June 28, 2023, we entered into a fee reduction agreement with Cantor (the “Fee Reduction Agreement”) pursuant to which Cantor

agreed to forfeit $9,700,000 of the deferred underwriting fees payable, resulting in a remainder of $5,000,000 of deferred underwriting

fees payable (the “Reduced Deferred Fee”) to Cantor that became payable upon the closing of the Business Combination.

Reduced Deferred Fee was payable to Cantor in the form of 500,000 shares of our common stock.

The Fee Reduction Agreement only applied

to the consummation of the Transaction with Tevogen Bio and no other potential Business Combinations that we may contemplate or consummate.

April 5, 2012, the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements

for qualifying public companies.

We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply

with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We have elected

to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards

on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As such, our financial statements

may not be comparable to companies that comply with public company effective dates.

to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we are not required to, among other things,

(i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404

of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies

under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (iii) comply with any requirement that may be adopted by the

PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the

audit and the financial statements (auditor discussion and analysis).

These exemptions will apply for a period of five years following

the completion of our IPO or until we are otherwise no longer an emerging growth company, whichever is earlier.

Accounting Estimates

preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during

the periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical accounting policies:

Warrant Liabilities

We account for the Private Placement Warrants included in Private Placement Units and the redeemable warrants (the “Public Warrants”) that were included in units issued by the Company in its Initial Public Offering (collectively, the “Warrants”) in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”), under which the Private Placement Warrants do not meet the criteria for equity classification and must be recorded as liabilities.

As the Private Placement Warrants meet the definition of a derivative as contemplated in ASC 815, the Private Placement Warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.

Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as liability instruments and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity.

We have identified the following critical accounting

account for the Private Placement Warrants included in Private Placement Units and the redeemable warrants (the “Public Warrants”)

that were included in units that we issued in our IPO (collectively, the “Warrants”) in accordance with Accounting Standards

Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”),

under which the Private Placement Warrants do not meet the criteria for equity classification and must be recorded as liabilities.

the Private Placement Warrants meet the definition of a derivative as contemplated in ASC 815, the Private Placement Warrants are measured

at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value

recognized in the statements of operations in the period of change.

Shares Subject to Possible Redemption

account for our ordinary shares that were subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as liability instruments and are measured

at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified

as temporary equity.

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

Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

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

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Our ordinary shares featured certain

redemption rights that are considered to have been outside of our control and subject to occurrence of uncertain future events.

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

our balance sheets.

We recognize changes in redemption value immediately as they occur and adjust 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.

Issued Accounting Pronouncements

June 2016, the Financial Accounting Standards Bureau (“FASB”) issued Accounting Standards Update 2016-13 – Financial

Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”).

update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected.

The measurement

of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and

reasonable and supportable forecasts that affect the collectability of the reported amount.

Since June 2016, FASB issued clarifying updates

to the new standard including changing the effective date for smaller reporting companies.

The guidance is effective for fiscal years

beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted.

We adopted ASU 2016-13

on January 1, 2023.

The adoption of ASU 2016-13 did not have a material impact on its financial statements.

December 2023, FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”),

which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid.

requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories

of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items,

among others.

Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction.

ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well

as by individual jurisdiction, subject to a five percent quantitative threshold.

ASU 2023-09 may be adopted on a prospective or retrospective

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

We are evaluating the impact

of ASU 2023-09 on disclosures in our Financial Statements.

does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on our condensed financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

information appears following Item 16 of this Annual Report on Form 10-K and is incorporated herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 7. Management’s Discussion and Analysis