UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-41230

AIB ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		NA
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

875 Third Avenue, Suite M204A

New York, New York, 10022

(Address of Principal Executive Offices, including zip code)

(212) 380-8128

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one Right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination	AIBBU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	AIB	The Nasdaq Stock Market LLC
Rights, every ten (10) rights entitles the holder to receive one Class A Ordinary Share upon the consummation of an initial combination	AIBBR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site~~, if any, every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☒ No ☐

As of ~~November~~May 1322, ~~2023~~2024, there were 3,612,025 Class A ordinary shares, par value $0.0001 per share and one Class B ordinary share, par value $0.0001 per share, of the registrant issued and outstanding.

AIB ACQUISITION CORPORATION

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
	Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	1
	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	2
	Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	3
	Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	3
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	4
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1921
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2224
Item 4.	Controls and Procedures	2224
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2325
Item 1A.	Risk Factors	2325
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2425
Item 3.	Defaults Upon Senior Securities	2425
Item 4 .	Mine Safety Disclosures	2425
Item 5.	Other Information	2425
Item 6.	Exhibits	2526
Signatures		2627

Item 1. Interim Financial Statements

AIB ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	326,~~404~~552		$	44114,~~217~~709
Prepaid expenses - current		4374,~~490~~038			6738,~~963~~370
Total current assets		7580,~~894~~590			~~112~~153,~~180~~079
Investments held in the Trust Account - non-current		11,154,582			88,525,575
Cash and investments held in the Trust Account - non-current		11,487,149			11,315,193
TOTAL ASSETS	$	11,~~230~~567,~~476~~739		$	8811,~~637~~468,~~755~~272
LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	~~419~~1,~~830~~044,822		$	~~130~~653,~~491~~733
Promissory note - related party		~~450~~650,000			—600,000
Advance from related party		~~191~~549,554			41491,~~465~~554
Convertible note - related party		500,000			—500,000
Total current liabilities		12,~~561~~744,~~384~~376			~~171~~2,~~956~~245,287
LONG TERM LIABILITIES
Deferred underwriting fee - non-current		3,018,750			3,018,750
TOTAL LIABILITIES		45,~~580~~763,~~134~~126			35,~~190~~264,~~706~~037
COMMITMENTS AND CONTINGENCIES (NOTE 6)
REDEEMABLE CLASS A ORDINARY SHARES
Class A ordinary shares subject to possible redemption, $0.0001 par value, 1,001,302 and 8,625,000 shares at redemption value of $11.14 and $10.26 per share at September 30, 2023 and December 31, 2022, respectively		11,154,582			88,525,575
Class A ordinary shares subject to possible redemption, $0.0001 par value, 984,801 shares at redemption value of $11.66 and $11.49 per share at March 31, 2024 and December 31, 2023, respectively		11,487,149			11,315,193
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares; $0.0001 par value; 50,000,000 shares authorized; 470,975 shares issued and outstanding at September 30, 2023 and December 31, 2022		47			47
Class A ordinary shares; $0.0001 par value; 50,000,000 shares authorized; 2,627,224 shares issued and outstanding at March 31, 2024 and December 31, 2023		262			262
Class B ordinary shares; $0.0001 par value; 3,000,000 shares authorized; 2,156,250 shares issued and outstanding at September 30, 2023 and December 31, 2022		215			215
Class B ordinary shares; $0.0001 par value; 3,000,000 shares authorized; 1 share issued and outstanding at March 31, 2024 and December 31, 2023		—			—
Additional paid-in capital		—			—
Accumulated deficit		(45,~~504~~682,~~502~~798	)		(35,~~078~~111,~~788~~220	)
TOTAL SHAREHOLDERS’ DEFICIT		(45,~~504~~682,~~240~~536	)		(35,~~078~~110,~~526~~958	)
TOTAL LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT	$	11,~~230~~567,~~476~~739		$	8811,~~637~~468,~~755~~272

The accompanying notes are an integral part of these unaudited condensed financial statements

AIB ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2023			2022			2023			2022
	2024			2023
General and administrative expenses	$	~~225~~521,~~510~~578		$	~~170~~288,~~479~~676		$	~~975,714~~		$	~~591,878~~
Loss from operations		(~~225~~521,~~510~~578	)		(~~170~~288,~~479~~676	)		~~(975,714~~	)		~~(591,878~~	)
Other income:
Interest earned on investments held in the Trust Account		96,384			436,655			503,483			598,072
Interest earned on cash and investments held in the Trust Account		121,956			276,729
Unrealized (loss) gain on investments held in the Trust Account		(3,725	)		22,891			—			9,373
Unrealized gain on investments held in the Trust Account		—			3,074
Total other income, net		92,659			459,546			503,483			607,445
Total other income		121,956			279,803
Net (loss) income	$	(132,851	)	$	289,067		$	(472,231	)	$	15,567
Net loss	$	(399,622	)	$	(8,873	)
Weighted average shares of redeemable Class A ordinary shares outstanding, basic and diluted		1984,~~001,302~~801			82,~~625~~441,~~000~~334			~~1,476,038~~			~~7,961,538~~
Basic and diluted net income per share, Class A redeemable	$	0.1402		$	0.0409		$	~~0.30~~		$	~~0.41~~
Weighted average shares of non-redeemable Class A ordinary shares outstanding, basic and diluted		~~470~~2,~~975~~627,224			470,975			~~470,975~~			~~434,746~~
Basic and diluted net loss per share, Class A non-redeemable	$	(0.1016	)	$	(0.0209	)	$	~~(0.35~~	)	$	~~(1.25~~	)
Weighted average shares of Class B ordinary shares outstanding, basic and diluted		~~2,156,250~~1			2,156,250			~~2,156,250~~			~~2,156,250~~
Basic and diluted net loss per share, Class B	$	(0.1000	)	$	(0.0209	)	$	~~(0.35~~	)	$	~~(1.25~~	)

The accompanying notes are an integral part of these unaudited condensed financial statements

AIB ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~ 2024

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — December 31, 2022		470,975	$	47		2,156,250	$	215	$	—	$	(3,078,788	)	$	(3,078,526	)
Balance — January 1, 2024		2,627,224	$	262		1	$	—	$	—	$	(5,111,220	)	$	(5,110,958	)
Accretion for Class A Ordinary Shares to redemption value		—		—		—		—		—		(~~429~~171,~~803~~956	)		(~~429~~171,~~803~~956	)
Net loss		—		—		—		—		—		(8399,~~873~~622	)		(8399,~~873~~622	)
Balance — March 31, 2023		470,975		47		2,156,250		215		—		(3,517,464	)		(3,517,202	)
Balance — March 31, 2024		2,627,224	$	262		1	$	—	$	—	$	(5,682,798	)	$	(5,682,536	)
Accretion for Class A Ordinary Shares to redemption value		—		—		—		—		—		(281,021	)		(281,021	)
Net loss		—		—		—		—		—		(330,507	)		(330,507	)
Balance — June 30, 2023		470,975	$	47		2,156,250	$	215	$	—	$	(4,128,992	)	$	(4,128,730	)
Accretion for Class A Ordinary Shares to redemption value		—		—		—		—		—		(242,659	)		(242,659	)
Net loss		—		—		—		—		—		(132,851	)		(132,851	)
Balance — September 30, 2023		470,975	$	47		2,156,250	$	215	$	—	$	(4,504,502	)	$	(4,504,240	)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

	Ordinary Shares								Additional						Total ~~shareholders’~~
	Class A				Class B				Paid-in			Accumulated			~~(Deficit)~~Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			~~Equity~~Deficit
Balance — December 31, 2021		—	$	—		2,156,250	$	215	$	24,785		$	(23,277	)	$	1,723
Balance — January 1, 2023		470,975	$	47		2,156,250	$	215	$	—		$	(3,078,788	)	$	(3,078,526	)
Proceeds from Initial Public Offering (net of offering costs)		—		—		—		—		5,844,179			—			5,844,179
Accretion for Class A Ordinary Shares to redemption value		—		—		—		—		—			(429,803	)		(429,803	)
Sale of Private Units		388,750		39		—		—		3,887,461			—			3,887,500
Net loss		—		—		—		—		—			(8,873	)		(8,873	)
Representative Shares Issuance		82,225		8		—		—		597,992			—			598,000
Balance — March 31, 2023		470,975	$	47		2,156,250	$	215	$	—		$	(3,517,464	)	$	(3,517,202	)
Excess Value of Unit Purchase Option		—		—		—		—		56,000			—			56,000
Accretion for Class A Ordinary Shares to redemption value		—		—		—		—		(10,410,417	)		(2,230,847	)		(12,641,264	)
Net loss		—		—		—		—		—			(202,033	)		(202,033	)
Balance — March 31, 2022		470,975		47		2,156,250		215		—			(2,456,157	)		(2,455,895	)
Net loss		—		—		—		—		—			(71,467	)		(71,467	)
Balance — June 30, 2022		470,975		47		2,156,250		215		—			(2,527,624	)		(2,527,362	)
Accretion for Class A Ordinary Shares to redemption value		—		—		—		—		—			(607,445	)		(607,445	)
Net income		—		—		—		—		—			289,067			289,067
Balance — September 30, 2022		470,975	$	47		2,156,250	$	215	$	—		$	(2,846,002	)	$	(2,845,740	)

The accompanying notes are an integral part of these unaudited condensed financial statements

AIB ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2023			2022
	2024			2023
Cash Flows from Operating Activities:
Net (loss) income	$	(472,231	)	$	15,567
Net loss	$	(399,622	)	$	(8,873	)
Adjustments to reconcile (loss) income to net cash used in operating activities:
Adjustments to reconcile loss to net cash used in operating activities:
Interest earned on investments held in the Trust Account		(503,483	)		(598,072	)
Interest earned on cash and investments held in the Trust Account		(121,956	)		(276,729	)
Unrealized loss on investments held in the Trust Account		—			(93,~~373~~074	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		24(35,~~473~~668	)		(7237,~~566~~676	)
Non-current prepaid expenses		—			(4,941	)
Accounts payable and accrued expenses		391,089			75,504
Accounts payable and accrued expenses		289,339			42,091
Net cash used in operating activities		(166,157	)		(250,848	)
Net cash used in operating activities		(661,902	)		(627,294	)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(~~450~~50,000	)		(87150,~~112,500~~000	)
Cash withdrawn from Trust Account in connection with redemption		~~78,324,476~~—			—78,324,476
Net cash provided by (used in) investing activities		77,874,476			(87,112,500	)
Net cash (used in) provided by investing activities		(50,000	)		78,174,476
Cash Flows from Financing Activities:
Payment of offering costs		—			(291,340	)
Advances from related party		58,000			227,097
Proceeds from initial public offering, net of underwriters’ discount		—			84,525,000
Proceeds from promissory note – related party		50,000			150,000
Proceeds from private placement		—			3,861,055
Proceeds from convertible promissory note – related party		—			500,000
Advances from related party		255,467			—
Redemption of ordinary shares		—			(78,324,476	)
Repayment of advances from related party		(105,378	)		—
Net cash provided by (used in) financing activities		108,000			(77,447,379	)
Proceeds from promissory note – related party		450,000			—
Net Change in Cash		(108,157	)		476,249
Proceeds from convertible promissory note – related party		500,000			—
Cash – Beginning of period		114,709			44,217
Redemption of ordinary shares		(78,324,476	)		—
Cash – End of period	$	6,552		$	520,466
Repayment of Sponsor loan		—			(272,500	)
Net cash (used in) provided by financing activities		(77,224,387	)		87,822,215
Net Change in Cash		(11,813	)		82,421
Cash – Beginning of period		44,217			45,370
Cash – End of period	$	32,404		$	127,791
Non-cash investing and financing activities:
Deferred underwriting commissions payable charged to additional paid in capital	$	—		$	3,018,750
Accretion for Class A ordinary shares to redemption amount	$	171,956		$	429,803
Accretion for Class A ordinary shares to redemption amount	$	953,483		$	87,719,945
Increase in due from related party	$	—		$	26,445

The accompanying notes are an integral part of these unaudited condensed financial statements

AIB ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(UNAUDITED)

Note 1 — Description of Organization and Business Operations and Liquidity

AIB Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 18, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses (“Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, although the Company ~~intends~~is tofocused ~~focus~~ on business in the fintech industry. ~~Notwithstanding the foregoing, we will not pursue a target business that is headquartered in, or conducts a majority of its business in, China or Hong Kong.~~ 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 ~~September~~March 3031, ~~2023~~2024, the Company had not commenced any operations. All activity from June 18, 2021 (inception) through ~~September~~March 3031, ~~2023,~~ ~~relates~~2024 relates to the Company’s formation and ~~initial~~IPO ~~public~~(as ~~offering~~defined ~~(“IPO”~~below), ~~which is described below~~ and, since the IPO, the search for aand ~~prospective~~consummation of a Business Combination. 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 earned on investments from the proceeds derived from the ~~IPO. The registration statement for the Company’s IPO was declared effective~~ ~~on January 18, 2022. On January 21, 2022, the Company consummated the~~ IPO ~~of 7,500,000 units (“Units”) with respect to the Class A ordinary shares (“Class A Ordinary Shares”) included in the Units being offered (the “Public Shares”) at $10~~.~~00 per Unit generating gross proceeds of $75,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end.~~

~~Simultaneously~~The Company’s Registration Statement on Form S-1 initially filed with the ~~closing~~Securities ofand ~~the~~Exchange ~~IPO~~Commission (“SEC”) on January 5, 2022 (File No. 333-260594), as amended, was declared effective on January 18, 2022). On January 21, 2022, the Company consummated its initial public offering (the ~~sale~~“IPO”) of ~~355~~7,500,000 ~~private placement~~ units (“~~Private~~Units” ~~Placement~~and, with respect to the (i) shares of Class A Ordinary Shares (as defined below) included in the Units, the “Public Shares” and (ii) rights included in the Units atoffered, athe ~~price~~“Public ofRights”) at $10.00 per ~~Private~~Unit, ~~Placement~~generating ~~Unit~~gross inproceeds aof ~~private~~$225,000,000 (see ~~placement~~Note to3). Each Public Right entitles the ~~Company’s~~holder ~~sponsor,~~to ~~AIB~~receive ~~LLC (the~~one-tenth ~~“Sponsor”~~(1/10) of one of Class A Ordinary Share, ~~and~~ ~~Maxim~~par ~~Group~~value $0.0001 per share, ~~LLC~~of the Company (the “~~Maxim~~Class A Ordinary Shares”) ~~generating~~upon ~~gross~~the ~~proceeds~~consummation of ~~$3,550,000~~a ~~which~~Business isCombination. ~~described~~The inCompany ~~Note~~has 4selected December 31 as its fiscal year end.

Simultaneously with the closing of the IPO ~~and the sale of the Private Placement Units~~, the Company consummated the ~~closing of the~~ sale of 1355,~~125,~~000 ~~additional~~ ~~Units~~units ~~upon receiving notice of~~ (the ~~underwriter’s election to fully exercise its overallotment option (~~“~~Overallotment~~ Private Units”), ~~generating~~at ~~additional~~a ~~gross~~price ~~proceeds~~ of $~~11,250,000~~10.00 per ~~Simultaneously~~Private ~~with~~Unit ~~the~~in ~~exercise~~a ofprivate placement (the ~~Overallotment~~“Private ~~Units,~~Placement”) ~~the Company~~to ~~consummated~~ the ~~private~~Company’s ~~placement of an additional 33~~sponsor,~~750~~ ~~Private~~AIB ~~Placement Units to~~ LLC (the “Sponsor ”), and Maxim Group, LLC (“Maxim”) generating gross proceeds of $~~337~~3,~~500~~550,000 (see Note 4).

~~Offering~~Simultaneously ~~costs~~with ~~for~~the closing of the IPO and ~~Overallotment~~the ~~Units~~Private ~~amounted~~Placement, tothe ~~$5,941,695,~~Company ~~consisting~~consummated ofthe ~~$1,725,000~~closing of ~~underwriting fees, Offering costs for~~ the ~~IPO~~sale ~~and Overallotment Units amounted to $5,941,695, consisting~~ of $1,~~725~~125,000 ofadditional ~~underwriting fees, $3,018,750 of~~units ~~deferred underwriting fees payable~~ (~~which are held in a trust account (~~the “~~Trust~~Overallotment ~~Account~~Units”)), ~~$56,000~~upon ~~for~~receiving notice of the underwriter’s ~~unit~~ ~~purchase~~election ~~option~~to ~~(see~~fully ~~Note~~exercise ~~6),~~its ~~$598~~overallotment option,~~000~~ ~~for~~generating ~~the~~additional ~~issuance~~gross proceeds of ~~representative~~$11,250,000. ~~shares~~Simultaneously towith the ~~underwriters,~~exercise ~~and $543,945~~ of ~~other~~the ~~costs. As~~Overallotment ~~described~~Units, inthe ~~Note~~Company consummated 6, the ~~$3,018,750~~private placement of ~~deferred~~an ~~underwriting~~additional ~~fees~~33,750 ~~payable~~Private isUnits ~~contingent~~to ~~upon~~ the ~~consummation~~Sponsor and ~~of a Business Combination~~Maxim, ~~subject~~ togenerating ~~the~~gross ~~terms~~proceeds of ~~the underwriting agreement~~$337,500.

~~Following~~Offering ~~the~~costs ~~closing~~for of the IPO and Overallotment Units, amounted to $875,~~112~~941,~~500~~695, ~~($10.10~~consisting ~~per~~of ~~Unit)~~$1,725,000 ~~from~~of ~~the~~underwriting ~~net~~fees, ~~proceeds~~consisting of ~~the sale~~ $1,725,000 of ~~the~~underwriting ~~Units in the IPO~~fees, ~~Overallotment~~ ~~Units~~$3,018,750 ~~and~~of ~~the~~deferred ~~Private~~underwriting ~~Placement~~fees ~~Units~~payable ~~were~~(which ~~placed~~are held in the ~~trust~~Trust ~~account.~~Account ~~The~~(as ~~amounts~~defined ~~placed~~below), in$56,000 for the ~~Trust~~underwriter’s ~~Account~~unit ~~will~~purchase ~~be invested~~option in(see ~~U.S.~~Note ~~government~~6), ~~securities~~$598,000 ~~within~~for the ~~meaning~~issuance ~~set~~of ~~forth~~representative inshares ~~Section 2(a)(16)~~to of the ~~Investment Company Act of 1940~~underwriters, asand ~~amended (the “Investment Company Act”)~~$543,945 ~~with a maturity~~ of ~~180~~other ~~days~~costs. orAs ~~less~~described or in ~~any~~Note ~~open-ended~~6, ~~investment~~the ~~company~~$3,018,750 ~~that holds~~of ~~itself~~deferred ~~out~~underwriting asfees apayable ~~money~~is ~~market~~contingent ~~fund~~upon ~~selected by~~ the ~~Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of~~consummation ~~Rule 2a-7~~ of ~~the~~a ~~Investment~~Business ~~Company Act~~Combination, assubject ~~determined~~to by the ~~Company,~~terms ~~until the earlier~~ of: ~~(i)~~ the ~~completion~~underwriting ofagreement aentered ~~Business Combination~~into ~~and~~in ~~(ii) the~~connection ~~distribution~~with of the ~~Trust Account, as described below~~IPO.

~~The~~Following ~~Company’s management has broad discretion with respect to~~ the ~~specific~~closing ~~application~~ of the ~~net~~IPO, ~~proceeds of~~ the ~~IPO~~Private Placement and ~~the~~ sale of the ~~Private~~Overallotment ~~Placement~~ Units, ~~although~~$87,112,500 ~~substantially~~($10.10 ~~all~~per ofUnit) from the net proceeds of ~~are~~the ~~intended~~sale toof bethe ~~applied~~Units ~~generally~~in ~~toward~~the ~~consummating a~~IPO, ~~Business~~Overallotment ~~Combination.~~Units, ~~There~~and isthe noPrivate ~~assurance~~Units ~~that~~in the ~~Company~~Private ~~will~~Placement bewere ~~able~~placed toin ~~complete~~ a ~~Business Combination successfully~~U. ~~The Company~~S.-based ~~must~~trust ~~complete~~account ~~one~~(the or“Trust ~~more~~Account”) ~~initial~~with ~~Business~~Continental Stock ~~Combinations~~Transfer ~~having~~& anTrust ~~aggregate~~Company ~~fair~~(“Continental”) as ~~market~~trustee. ~~value~~As of atMarch ~~least~~31, ~~80%~~2024, of the ~~assets~~amounts ~~held~~placed in the Trust Account ~~(excluding~~were ~~the~~invested ~~amounts~~in ~~due~~money ~~under~~market ~~the~~funds ~~business~~primarily ~~combination~~held ~~marketing~~in ~~agreement~~U.S. government ~~and~~securities, ~~taxes~~within ~~payable~~the onmeaning ~~income~~set ~~earned~~forth onin ~~the Trust Account~~Section 2(a)(16) ~~at the time~~ of the ~~agreement~~Investment toCompany ~~enter~~Act ~~into~~of ~~the~~1940, ~~initial~~as ~~Business~~amended ~~Combination. However,~~ (the “Investment Company ~~will~~Act”), ~~only~~with ~~complete~~ a ~~Business~~ ~~Combination~~maturity ifof ~~the~~180 ~~post-transaction~~days ~~company owns~~ or ~~acquires~~less ~~50%~~ or ~~more~~in ofany ~~the~~open-ended ~~outstanding~~investment ~~voting~~company ~~securities~~that ofholds ~~the~~itself ~~target or~~out ~~otherwise~~as ~~acquires~~ a ~~controlling~~money ~~interest~~market fund inselected by the ~~target~~Company ~~sufficient~~meeting ~~for~~the itconditions ~~not~~of toparagraphs be(d)(2), ~~required~~(d)(3) and to(d)(4) of ~~register~~Rule 2a-7 asof ~~an investment company under~~ the Investment Company Act., ~~There~~as isdetermined noby ~~assurance~~ the Company ~~will~~until bethe ~~able~~earlier toof: ~~successfully~~(i) the ~~effect~~completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company’s ~~will~~management ~~provide~~(“Management”) ~~the~~has ~~holders~~broad ofdiscretion with respect to the ~~outstanding~~specific ~~Public~~application ~~Shares~~of (the ~~“Public~~net ~~Shareholders”)~~proceeds of ~~with~~the IPO and the ~~opportunity~~Private toPlacement, ~~redeem~~ although substantially all orof athe ~~portion~~net ofproceeds ~~their~~are ~~Public~~intended ~~Shares~~to ~~upon~~be ~~the~~applied ~~completion~~generally oftoward consummating a Business Combination. ~~either~~There ~~(i) in~~is ~~connection~~no ~~with~~assurance athat ~~shareholder meeting~~the ~~called~~Company will be able to ~~approve~~complete ~~the~~a Business Combination successfully. The Company must complete one or ~~(ii) by~~more ~~means~~initial ofBusiness aCombinations ~~tender~~having ~~offer.~~an ~~The~~aggregate ~~decision~~fair asmarket tovalue ~~whether~~of at least 80% of the ~~Company~~assets ~~will~~held in the ~~seek~~Trust ~~shareholder~~Account ~~approval~~(excluding ofthe aamounts due under the Business Combination ormarketing ~~conduct~~agreement aand ~~tender~~taxes ~~offer~~payable ~~will~~on beincome ~~made~~earned byon the Trust ~~Company~~Account) at the time of the agreement to enter into the initial Business Combination. ~~The~~However, ~~Public~~the ~~Shareholders~~Company will only complete a beBusiness ~~entitled~~Combination toif ~~redeem~~the ~~their~~post-transaction ~~Public~~company ~~Shares~~owns ~~for~~or aacquires ~~pro~~50% ~~rata~~or ~~portion~~more of the ~~amount~~outstanding ~~then~~voting securities of the target or otherwise acquires a controlling interest in the ~~Trust~~target ~~Account~~sufficient ~~(initially~~for ~~anticipated~~it not to be ~~$10.10~~ ~~per~~required ~~Public~~to ~~Share,~~register ~~plus~~as ~~any~~an ~~pro~~investment ~~rata~~company under ~~interest~~the ~~then~~Investment inCompany Act. There is no assurance the ~~Trust~~Company ~~Account,~~will ~~net~~be ofable ~~taxes~~to ~~payable)~~successfully effect a Business Combination.

~~All~~The ofCompany ~~the~~will ~~Public~~provide ~~Shares contain a redemption feature which allows for~~ the ~~redemption~~holders of ~~such~~the outstanding Public Shares in(the ~~connection~~“Public Shareholders”) with the ~~Company’s liquidation,~~opportunity ifto ~~there~~redeem all isor a ~~shareholder~~portion ~~vote~~of ortheir ~~tender~~Public ~~offer~~Shares inupon ~~connection~~the ~~with~~completion ~~the~~of ~~Company’s~~a Business Combination ~~and~~either (i) in connection ~~with~~ ~~certain amendments to the Company’s amended and restated certificate of incorporation. In accordance~~ with ~~Financial~~a ~~Accounting~~shareholder ~~Standards~~meeting ~~Board~~called ~~(“FASB”)~~to ~~Accounting~~approve ~~Standards~~the ~~Codification~~Business ~~(“ASC”)~~Combination ~~Topis~~or ~~480 “Distinguishing Liabilities from Equity”~~ (~~“ASC 480”~~ii) by ~~Subtopic~~means ~~10-S99, redemption provisions not solely within the control~~ of a ~~company~~tender ~~require Class~~offer. AThe ~~Ordinary~~decision ~~Shares~~as ~~subject~~ to ~~redemption~~whether ~~to be classified outside of permanent equity. Given that~~ the ~~Public~~Company ~~Shares~~ will ~~be issued~~ ~~with~~seek ~~other~~shareholder ~~freestanding~~approval ~~instruments~~of ~~(i.e.,~~a ~~Public~~Business ~~Rights~~Combination asor ~~defined~~conduct ina ~~Note~~tender ~~3),~~offer ~~the initial carrying value of the Public Shares classified as temporary equity~~ will be ~~the~~made ~~allocated~~by ~~proceeds~~the ~~determined in accordance with ASC 470-20 “Debt with Conversion and other Options”~~Company. The Public ~~Shares~~Shareholders ~~are subject to ASC 480-10-S99. If it is probable that the equity instrument~~ will ~~become redeemable, the Company has~~ ~~the~~be ~~option~~entitled to ~~either~~redeem ~~(i)~~their ~~accrete~~Public ~~changes~~Shares infor ~~the~~a ~~redemption~~pro ~~value~~rata ~~over~~portion ~~the period from the date~~ of ~~issuance (or from~~ the ~~date~~amount ~~that~~then ~~it becomes~~in ~~probable that~~ the ~~instrument~~Trust ~~will~~Account, ~~become redeemable~~which, ~~if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately~~ as ~~they occur and adjust the carrying amount~~ of ~~the~~March ~~instrument~~31, ~~to equal the redemption value~~2024, atwas ~~the end of each reporting period~~$11.66 ~~The~~per ~~Company~~Public ~~has~~Share, ~~elected~~plus toany ~~recognize~~pro ~~the~~rata ~~changes~~interest ~~immediately.~~then ~~While~~in ~~redemptions cannot cause~~ the ~~Company’s~~ ~~net~~Trust ~~tangible assets to fall below $5~~Account,~~000,001,~~ ~~the~~net ~~Public~~of ~~Shares~~taxes ~~are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place~~payable.

~~Redemptions~~All of the ~~Company’s~~ Public Shares ~~may~~contain bea ~~subject~~redemption tofeature ~~the~~that ~~satisfaction~~allows offor ~~conditions,~~the ~~including~~redemption ~~minimum~~of ~~cash~~such ~~conditions,~~Public ~~pursuant~~Shares ~~to an~~in ~~agreement~~connection ~~relating~~with to the Company’s liquidation, ~~Business~~if ~~Combination.~~there Ifis ~~the~~a ~~Company~~shareholder ~~seeks~~vote ~~shareholder~~or ~~approval~~tender ofoffer in connection with the Business Combination~~, the~~ ~~Company~~and ~~will~~in ~~proceed~~connection with acertain amendments ~~Business~~to ~~Combination~~the ifCompany’s aamended ~~majority~~and restated memorandum and articles of incorporation (the ~~shares~~“Amended ~~voted~~and ~~are~~Restated ~~voted~~Charter”). In inaccordance ~~favor~~with ofFinancial ~~the~~Accounting ~~Business~~Standards ~~Combination, or~~Board ~~such~~(“FASB”) ~~other~~Accounting ~~vote~~Standards asCodification ~~required~~(“ASC”) byTopic 480 ~~law~~“Distinguishing orLiabilities ~~stock~~from ~~exchange~~Equity” ~~rule.~~(“ASC If480”) aSubtopic ~~shareholder~~10-S99, ~~vote~~redemption isprovisions not ~~required~~solely bywithin the ~~applicable~~control ~~law~~of ora ~~stock~~company ~~exchange listing~~require ~~requirements~~Class ~~and~~A ~~the~~ordinary ~~Company~~shares ~~does~~subject ~~not~~to ~~decide~~redemption to ~~hold~~be aclassified ~~shareholder~~outside ~~vote~~of ~~for~~permanent ~~business~~equity. orGiven that the Public Shares are issued with other ~~reasons~~freestanding instruments (i.e., the ~~Company~~Public ~~will~~Rights), ~~pursuant to~~the ~~its~~initial ~~Amended~~carrying ~~and~~value ~~Restated~~of ~~Memorandum~~the ~~and~~Public Shares ~~Articles~~classified ofas ~~Association,~~temporary ~~conduct~~equity is the ~~redemptions~~allocated ~~pursuant~~proceeds todetermined ~~the~~in ~~tender~~accordance ~~offer~~with ~~rules of the~~FASB ~~Securities~~ASC ~~and~~Topic ~~Exchange~~470-20 ~~Commission (~~“~~SEC”)~~Debt with Conversion and ~~file~~other ~~tender~~Options”. ~~offer~~The ~~documents~~Public ~~with~~Shares ~~the~~are ~~SEC~~subject ~~prior~~ to ~~completing~~ASC a480 ~~Business Combination~~Subtopic 10-S99. If, ~~however,~~it ~~shareholder~~is ~~approval~~probable ofthat the ~~transaction~~equity isinstrument will ~~required~~become byredeemable, ~~applicable~~the ~~law~~Company orhas ~~stock~~the ~~exchange~~option ~~listing~~to ~~requirements, or~~either (i) accrete changes in the ~~Company~~redemption ~~decides~~value toover ~~obtain~~the ~~shareholder~~period ~~approval~~from ~~for~~the ~~business~~date of issuance (or ~~other~~from ~~reasons,~~ the ~~Company~~date ~~will~~that ~~offer~~it tobecomes ~~redeem~~probable ~~shares~~that inthe ~~conjunction with~~instrument awill ~~proxy~~become ~~solicitation~~redeemable, ~~pursuant~~if later) to the ~~proxy~~earliest ~~rules and~~redemption date ~~not~~of ~~pursuant~~the toinstrument ~~the~~or ~~tender~~(ii) ~~offer~~recognize ~~rules.~~changes Ifin the ~~Company~~redemption ~~seeks~~value ~~shareholder approval~~immediately inas ~~connection~~they ~~with~~occur aand ~~Business~~adjust ~~Combination,~~ the ~~Sponsor~~carrying ~~has~~amount ~~agreed~~of the instrument to ~~vote~~equal ~~its~~the ~~Founder~~redemption ~~Shares~~value ~~(as~~at ~~defined~~the inend ~~Note~~of 2)each ~~and~~reporting ~~any Public~~period. ~~Shares~~The ~~purchased~~Company ~~during~~has orelected ~~after~~to recognize the ~~IPO~~changes inimmediately. While ~~favor~~redemptions ofcannot ~~approving~~cause athe ~~Business~~Company’s ~~Combination.~~net ~~Additionally,~~tangible ~~each~~assets ~~Public~~to ~~Shareholder~~fall ~~may elect~~below to$5,000,001, ~~redeem~~the ~~their~~ Public Shares ~~without~~are ~~voting,~~redeemable and are ifclassified ~~they~~as dosuch ~~vote,~~on ~~irrespective~~the ofbalance ~~whether~~sheet ~~they~~until ~~vote~~such ~~for~~date orthat ~~against~~a ~~the~~redemption ~~proposed transaction~~event takes place.

~~Notwithstanding~~Redemptions of the ~~foregoing~~Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the ~~Amended~~Business ~~and~~Combination. ~~Restated~~If ~~Memorandum~~the ~~and~~Company ~~Articles~~seeks shareholder approval of ~~Association~~the ~~provides~~Business ~~that~~Combination, athe ~~Public~~Company ~~Shareholder,~~will ~~together~~proceed with ~~any~~a Business ~~affiliate~~Combination if a majority of ~~such~~the ~~shareholder~~shares voted are voted in favor of the Business Combination, or ~~any~~such other ~~person~~vote ~~with~~as ~~whom~~required ~~such~~by law or stock exchange rule. If a shareholder vote is ~~acting~~not inrequired ~~concert~~by applicable law or asstock exchange listing requirements and the Company does not decide to hold a ~~“group”~~shareholder ~~(as~~vote ~~defined~~for business or other reasons, the Company will, pursuant to its Amended and Restated Charter, ~~under~~conduct ~~Section 13~~the redemptions pursuant to the tender offer rules of the ~~Securities~~SEC ~~Exchange~~and ~~Act~~file oftender ~~1934~~offer documents with the SEC prior to completing a Business Combination. If, ashowever, ~~amended~~shareholder (approval of the ~~“Exchange~~transaction ~~Act”))~~is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will beoffer ~~restricted~~to ~~from~~redeem ~~redeeming~~shares ~~its~~in ~~shares~~conjunction with ~~respect~~a proxy solicitation pursuant to ~~more~~the ~~than~~proxy anrules and ~~aggregate~~not ofpursuant ~~15%~~to orthe ~~more~~tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and other holders of our Founder Shares (as defined in Note 5) prior to our Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares and any Public Shares ~~sold~~purchased induring or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without ~~the~~voting, ~~prior~~and ~~consent~~if they do vote, irrespective of whether they vote for or against the proposed ~~Company~~transaction.

~~The~~Notwithstanding ~~Company’s~~the ~~Sponsor~~foregoing, ~~officers~~the Amended and ~~directors~~Restated ~~(the~~Charter ~~“Initial~~provides ~~Shareholders”)~~that ~~have~~a ~~agreed~~Public ~~not~~Shareholder, totogether ~~propose~~with anany ~~amendment~~affiliate toof ~~the Amended~~such ~~and~~shareholder ~~Restated~~or any ~~Memorandum~~other ~~and~~person ~~Articles~~with ofwhom ~~Association~~such ~~that~~shareholder ~~would~~is ~~affect~~acting ~~the~~in ~~substance~~concert or ~~timing~~as ofa ~~the~~“group” ~~Company’s~~(as ~~obligation to~~defined ~~redeem~~under ~~100%~~Section 13 of ~~its~~the Securities ~~Public~~Exchange ~~Shares~~Act ifof ~~the~~1934, ~~Company~~as ~~does~~amended ~~not~~(the ~~complete~~“Exchange aAct”)), ~~Business~~will ~~Combination,~~be ~~unless~~restricted ~~the~~from ~~Company~~redeeming ~~provides~~its ~~the~~shares ~~Public~~with ~~Shareholders~~respect ~~with~~to ~~the~~more ~~opportunity~~than toan ~~redeem~~aggregate ~~their~~of ~~shares~~15% ofor ~~Class~~more Aof ~~Ordinary~~the Public Shares sold in ~~conjunction~~the ~~with~~IPO, ~~any~~without ~~such~~the ~~amendment~~prior consent of the Company.

OnThe ~~January 18~~Sponsor, ~~2023~~officers ~~the~~and ~~Company~~directors ~~held~~have anagreed ~~extraordinary~~not ~~general~~to ~~meeting~~propose ofan ~~shareholders~~amendment ~~(the “First Extension Meeting”) and approved, among other things, amendments~~ to the ~~second~~Amended ~~amended~~ and ~~restated~~Restated ~~memorandum~~Charter ~~and~~that ~~articles~~would ofaffect ~~association (~~the ~~“First Extension~~substance ~~Amendment”)~~or totiming ~~(i)~~of ~~extend~~ the ~~date~~Company’s byobligation ~~which we must consummate an initial Business Combination from January 21, 2023~~ to ~~October 21,~~redeem ~~2023,~~100% ~~and~~of ~~(ii)~~its toPublic ~~permit~~Shares ~~the~~if ~~board of directors of~~ the Company ~~(the~~does ~~“Board”),~~not incomplete ~~its~~a ~~sole~~Business ~~discretion~~Combination, ~~to elect to wind~~ upunless ~~our~~the ~~operations~~Company onprovides anthe ~~earlier~~Public ~~date~~Shareholders ~~than October 21, 2023. In connection~~ with the ~~First~~opportunity ~~Extension Amendment, shareholders holding 7,623,698 ordinary shares exercised their right~~ to redeem ~~such~~their ~~shares~~Class ~~for~~A aOrdinary ~~pro~~Shares ~~rata~~in ~~portion~~conjunction ~~of the Trust Account (the "First Extension Redemption”).~~with Asany ~~a result of the First Extension Redemption, an aggregate amount of $78,324,475.94 (approximately $10.27 per share) was removed from the Trust Account to pay~~ such ~~holders~~amendment.

OnThe ~~January~~Initial ~~19,~~Shareholders ~~2023,~~have ~~upon~~also agreed to waive their liquidation rights with respect to the ~~shareholders’~~Founder ~~approval~~Shares ofif the ~~trust~~Company ~~amendment~~fails ~~proposal~~to (complete a Business Combination within the ~~“Trust~~Combination ~~Amendment~~Period ~~Proposal”~~(as defined below). However, if the Initial Shareholders should acquire Public Shares in or after the ~~Company~~IPO, ~~entered~~they ~~into~~will anbe ~~amendment~~entitled (to liquidating distributions from the “Trust ~~Amendment”)~~Account with respect to such Public Shares if the ~~Investment~~Company ~~Management~~fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust ~~Agreement~~Account in the event the Company does not complete a Business Combination within the Combination Period and, ~~dated~~in ~~January~~such event, such amounts will be included with the other funds held in the Trust Account 18that will be available to fund the redemption of the Public Shares. In the event of such distribution, ~~2022~~it (is possible that the “per share value of the residual assets remaining available for distribution (including Trust ~~Agreement”~~Account assets) may be less than $11.66 per share held in the Trust Account as of March 31, by2024. ~~and~~In ~~between~~order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and ~~Continental~~to ~~Stock~~the ~~Transfer~~extent &any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as ~~trustee~~ amended (the “~~Continental~~Securities Act”). Moreover, in the event that an executed waiver is deemed to ~~extend~~be ~~the~~unenforceable ~~date~~against bya ~~which~~third party, the ~~Company~~Sponsor ~~would~~will not be ~~required~~responsible to the extent of any liability for such third-party claims. The Company will seek to ~~consummate~~reduce athe ~~Business~~possibility ~~Combination~~that ~~from~~the ~~January~~Sponsor will have ~~21,~~to ~~2023~~indemnify the Trust Account due to ~~October~~claims 21of creditors by endeavoring to have all vendors, ~~2023~~service providers, prospective target businesses or ~~such~~other ~~earlier~~entities ~~date~~with aswhich ~~determined~~the byCompany does business, execute agreements with the ~~Board~~Company waiving any right, title, interest or claim of any kind in ~~its~~or ~~sole~~to ~~discretion~~monies held in the Trust Account.

OnExtensions ~~January 20, 2023, the Company issued a promissory note (the “First Extension Note”) in the aggregate principal amount~~ of up ~~to $450,000 to~~ the Sponsor (the “First Extension Funds”), pursuant to which the First Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the extension of the Company’s termination date from January 21, 2023 to October 21, 2023. The Sponsor has agreed to pay $50,000 per month (or $0.05 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination, commencing on January 21, 2023 and continuing through October 21, 2023, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $450,000. On January 20, 2023, the first installment of the Extension Funds was deposited into the Trust Account. The First Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company.Period

The ~~Initial~~Company ~~Shareholders~~initially ~~have~~had ~~agreed~~until toJanuary ~~waive~~21, ~~their~~2023, ~~liquidation~~12 ~~rights~~months ~~with~~from ~~respect to~~ the ~~Founder~~closing ~~Shares~~of ~~(as defined in Note 2) if~~ the ~~Company fails to complete a Business Combination within the Combination Period. However, if the~~ Initial ~~Shareholders should acquire~~ Public ~~Shares in or after the IPO~~Offering, ~~they will be entitled~~ to ~~liquidating~~consummate ~~distributions from~~ the ~~Trust~~initial ~~Account with respect to such Public Shares if the Company fails to complete a~~ Business Combination ~~within the Combination Period~~. ~~The~~On ~~underwriters~~January ~~have~~18, ~~agreed~~2023, tothe ~~waive~~Company ~~their rights to its deferred underwriting commission (see Note 6)~~ held inan ~~the~~extraordinary ~~Trust~~general ~~Account~~meeting inof ~~the~~shareholders ~~event~~ (the ~~Company~~“First ~~does~~Extension ~~not complete a Business~~Meeting”) ~~Combination within the Combination Period~~ and, ~~in such event~~approved, ~~such~~among ~~amounts will be included with the~~ other ~~funds~~things, ~~held~~amendments ~~in the Trust Account that will be available~~ to ~~fund~~ the ~~redemption~~second ofamended ~~the~~and ~~Public~~restated ~~Shares.~~memorandum Inand ~~the~~articles ~~event~~ of ~~such~~association ~~distribution, it is possible that~~ (the ~~per share~~“First ~~value~~Extension ofAmendment”) ~~the~~to ~~residual assets remaining available for distribution~~ (~~including Trust Account assets~~i) ~~will~~extend ~~be only $10.10 per share initially held in~~ the ~~Trust~~date ~~Account.~~by Inwhich ~~order~~we tomust ~~protect~~consummate ~~the~~an ~~amounts~~initial ~~held~~Business inCombination ~~the~~from ~~Trust~~January ~~Account~~21, ~~the Sponsor has agreed~~ 2023 to beOctober ~~liable~~21, to2023, ~~the Company if~~ and (ii) to permit the ~~extent~~board ~~any~~of ~~claims~~directors byof ~~a vendor for services rendered or products sold to~~ the Company, ~~or a prospective target business with which~~ (the ~~Company has discussed entering into a transaction agreement~~“Board”), ~~reduce the amount of funds~~ in ~~the~~its ~~Trust~~sole ~~Account.~~discretion, ~~This~~to ~~liability~~elect ~~will not apply with respect~~ to ~~any~~wind ~~claims~~up bythe aCompany’s ~~third~~operations ~~party~~on ~~who~~an ~~executed~~earlier adate ~~waiver~~than ofOctober ~~any right~~21, ~~title,~~2023. ~~interest~~In orconnection ~~claim~~with ~~of any kind in or to any monies held in~~ the ~~Trust~~vote ~~Account or~~ to ~~any~~approve ~~claims under~~ the ~~Company’s indemnity of the underwriters of the IPO against~~First ~~certain~~Extension ~~liabilities,~~Amendment ~~including~~and ~~liabilities under~~ the ~~Securities~~Trust ~~Act~~Amendment ~~of 1933,~~ (as ~~amended~~defined ~~(the “Securities Act”~~below)~~. Moreover~~, in ~~the~~Public ~~event~~Shareholders ~~that~~holding ~~an executed waiver is deemed to be unenforceable against a third party~~7,623,698 ~~the~~Ordinary ~~Sponsor~~Shares ~~will~~exercised ~~not~~their right ~~be responsible~~ to ~~the extent~~redeem ofsuch ~~any~~shares ~~liability~~ for ~~such~~a ~~third~~pro ~~party~~rata ~~claims.~~portion ~~The~~of ~~Company will seek to reduce~~ the ~~possibility that the Sponsor will have to indemnify the~~ Trust Account. ~~due~~As toa ~~claims~~result, ofan ~~creditors~~aggregate byamount ~~endeavoring~~of ~~to have all vendors~~$78, ~~service providers~~324,476 ~~prospective target businesses or~~(approximately ~~other~~$10.27 ~~entities~~per ~~with~~share) ~~which~~was ~~the~~removed ~~Company~~from ~~does business, execute agreements with~~ the ~~Company~~Trust ~~waiving~~Account ~~any right, title, interest or claim of any kind in or~~ to ~~monies~~pay ~~held~~such ~~in the Trust Account~~holders.

On ~~May~~January 1119, 2023, weupon ~~received~~the ashareholders’ ~~deficiency~~approval ~~letter~~of ~~from~~the trust amendment proposal at the ~~Listing~~First ~~Qualifications~~Extension ~~Department~~Meeting, the Company entered into an amendment (the “~~Staff~~Trust Amendment”) ofto ~~Nasdaq notifying~~ the ~~Company~~Investment ~~that,~~Management ~~for~~Trust ~~the~~Agreement, ~~preceding~~dated 30January ~~consecutive~~18, ~~business~~2022 ~~days~~(the “Trust Agreement”), by and between the Company’s ~~Market~~and ~~Value~~Continental, ofto ~~Listed~~extend ~~Securities~~the ~~(“MVLS”) was~~date ~~below~~by which the ~~$50 million~~Company ~~minimum~~would ~~requirement~~be ~~for~~required ~~continued~~to ~~inclusion~~consummate a onBusiness ~~The~~Combination ~~Nasdaq~~from ~~Global~~January ~~Market~~21, ~~pursuant~~2023 to ~~Nasdaq~~October ~~Listing~~21, ~~Rule 5450(b)(2)(A)~~2023, (or such earlier date as determined by the ~~“MVLS~~Board, ~~Requirement”)~~in its sole discretion.

On October 19, 2023, the Company held an extraordinary general meeting of shareholders in lieu of an annual meeting of shareholders (the “Second Extension Meeting”) and approved, among other things, an amendment to the Amended and Restated Charter to extend the date by which the Company has to consummate an initial Business Combination from October 21, 2023 to January 21, 2025, or such earlier date as determined by the Board (the “Second Extension Amendment”). In connection with vote to approve the Second Extension Amendment, Public Shareholders holding 16,501 Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result, $185,030 (approximately $11.21 per share) was removed from the Trust Account to pay such holders.

~~Also~~If onthe ~~May~~Company ~~11,~~is ~~2023,~~unable weto ~~received~~complete a ~~deficiency~~Business ~~letter~~Combination ~~from~~by January 21, 2025, the ~~Staff~~extended ofdate ~~Nasdaq~~(the ~~notifying~~“Combination Period”), the Company ~~that,~~will (i) cease all operations except for the ~~preceding~~purpose 30of ~~consecutive~~winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the ~~Company’s~~Public ~~Market~~Shares, ~~Value~~at ofa ~~Publicly~~per-share ~~Held~~price, ~~Shares~~payable ~~(“MVPHS”)~~in ~~was~~cash, ~~below~~equal to the ~~$15 million~~aggregate ~~minimum~~amount ~~requirement~~then ~~for~~on ~~continued~~deposit ~~inclusion~~in the Trust Account including interest earned on ~~The~~the ~~Nasdaq~~funds ~~Global~~held ~~Market~~in ~~pursuant~~the Trust Account and not previously released to the ~~Nasdaq~~Company ~~Listing~~to ~~Rule~~pay ~~5450~~(bi) its income and franchise taxes and (3ii) up to $100,000 of dissolution expenses, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (Cincluding the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the ~~“MVPHS~~approval ~~Requirement”)~~of the Company’s remaining shareholders and the Board, dissolve and liquidate, 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.

~~The~~To ~~notifications~~mitigate ~~received~~the ~~have~~risk nothat ~~immediate~~the ~~effect~~Company onmight ~~the~~be ~~Company’s~~deemed ~~Nasdaq~~to ~~listing.~~be ~~The~~an ~~Nasdaq~~investment ~~Listing~~company ~~Rules~~for ~~provide~~purposes of the Investment Company aAct, on February ~~compliance~~6, ~~period~~2024, ofthe ~~180~~Company ~~calendar~~instructed ~~days~~Continental to liquidate the investments held in ~~which~~the Trust Account and instead to ~~regain~~hold ~~compliance.~~the funds Ifin atthe ~~any~~Trust ~~time~~Account ~~during~~in ~~this~~an ~~compliance~~interest-bearing ~~period~~demand deposit account at Citibank, ~~the~~with ~~Company’s MVLS~~Continental ~~closes~~continuing atto ~~$50~~act ~~million~~as ortrustee, until ~~more~~the ~~and~~earlier of the consummation of the Company’s ~~MVPHS~~initial ~~closes~~Business atCombination ~~$15 million~~ or ~~more~~liquidation. ~~for~~As a ~~minimum~~result, following the liquidation of ~~ten~~investments ~~consecutive~~in ~~business days~~the Trust Account, ~~Nasdaq~~the ~~will~~remaining ~~provide~~proceeds from the ~~Company~~IPO ~~written~~and ~~confirmation~~Private ofPlacement ~~compliance~~are no longer invested in U.S. government securities or money market funds.

OnFounder ~~September~~Share 25, 2023, the Company received a deficiency letter from the Staff of the Nasdaq notifying the Company that the Company’s Public Holders were below the 400 Public Holders minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(2) (the “Public Holders Requirement”).Conversion

~~The~~On ~~notifications~~October ~~received~~18, ~~have~~2023, nothe ~~immediate~~Company ~~effect~~issued onan aggregate of 2,156,249 Class A Ordinary Shares, to the Sponsor of the Company’s, ~~Nasdaq~~upon ~~listing.~~the ~~The~~conversion (the ~~Nasdaq~~“Conversion”) ~~rules~~of ~~provide~~an equal number of the Company’s 45Class ~~calendar days~~B toordinary ~~submit~~shares, apar ~~plan~~value to$0.0001 ~~regain~~per ~~compliance~~share (“Class B Ordinary Shares”, and atogether ~~compliance~~with ~~period~~the ofClass upA toOrdinary ~~180~~Shares, ~~calendar~~the ~~days~~“Ordinary inShares”), ~~which~~held toby ~~evidence~~the ~~compliance~~Sponsor (Note 5).

OnThe ~~October 18~~2, ~~2023~~156,249 ~~the~~Class ~~Company~~A Ordinary Shares issued anin ~~aggregate~~connection ofwith ~~2,156,249~~the ~~Class~~Conversion Aare ~~Ordinary~~subject ~~Shares,~~to the same restrictions as applied to the ~~Sponsor~~Class B ofOrdinary Shares before the ~~Company~~Conversion, ~~upon~~including, ~~the~~among ~~conversion~~other things, certain transfer restrictions, waiver of redemption rights and (the ~~“Conversion”)~~obligation to vote in favor of an ~~equal~~initial ~~number~~Business ofCombination ~~the~~as ~~Company’s~~described ~~Class~~in Bthe ~~ordinary~~Annual ~~shares,~~Report ~~par~~on ~~value~~Form ~~$0.0001~~10-K ~~per~~for ~~share~~the ~~(“Class~~fiscal year Bended ~~Ordinary~~December ~~Shares”)~~31, ~~held~~2023, byas filed with the ~~Sponsor~~SEC on March 21, 2024 (~~see~~the ~~Note~~“2023 9Annual Report”).

~~The~~Nasdaq 2,156,249 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s IPO (see Note 9).Notices

On ~~October~~May 1911, 2023, the Company ~~held~~received antwo ~~extraordinary~~deficiency ~~general~~letter ~~meeting~~(the of“First ~~shareholders~~Nasdaq inLetter” ~~lieu~~and ~~of an annual meeting of shareholders (~~the “Second ~~Extension~~Nasdaq ~~Meeting~~Letter”) from ~~and~~the ~~approved,~~Listing ~~among~~Qualifications ~~other~~Department ~~things,~~(the ~~amendment~~“Nasdaq toStaff”) of the ~~second~~Nasdaq ~~amended~~Stock ~~and~~Market ~~restated~~LLC ~~memorandum~~(“Nasdaq”) ~~and~~notifying ~~articles~~the ofCompany ~~association~~that, tofor ~~extend~~ the ~~date~~preceding by30 ~~which~~consecutive business days, the Company’s ~~has~~Market toValue ~~consummate~~of anListed ~~initial~~Securities ~~business~~(“MVLS”) was ~~combination~~below ~~from~~the ~~October~~$50 million ~~21,~~minimum ~~2023 to~~requirement ~~January~~for ~~21,~~continued ~~2025,~~inclusion oron ~~such~~The ~~earlier~~Nasdaq ~~date~~Global asMarket ~~determined~~pursuant byto ~~the~~Nasdaq ~~board~~Listing ofRule 5450(b)(2)(A) ~~directors~~ (the “~~Second~~MVLS ~~Extension Amendment~~Requirement”). ~~In connection~~and ~~with~~ the ~~Second~~Company’s ~~Extension~~Market ~~Amendment,~~Value ~~shareholders~~of ~~holding~~Publicly ~~16,501~~Held ~~ordinary~~Shares ~~shares~~(“MVPHS”) was ~~exercised~~below ~~their~~the ~~right~~$15 million tominimum ~~redeem~~requirement ~~such shares~~ for acontinued ~~pro~~inclusion ~~rata~~on ~~portion~~The ofNasdaq ~~the~~Global ~~Trust~~Market ~~Account.~~pursuant Asto aNasdaq ~~result,~~Listing ~~$185,030~~ Rule 5450(~~approximately $11.21 per share~~b)(3)(C) ~~will be removed from~~ (the ~~Trust Account~~“MVPHS ~~to pay such holders~~Requirement”).

InThe ~~connection~~First ~~with~~Nasdaq ~~the~~Letter and Second ~~Extension~~Nasdaq ~~Amendment,~~Letter onreceived ~~October~~had ~~19,~~no ~~2023,~~immediate effect on the Company’s ~~issued~~Nasdaq alisting. ~~promissory~~The ~~note~~Nasdaq ~~(the “Second Extension~~Listing ~~Note”)~~Rules inprovided the ~~aggregate~~Company ~~principal~~a ~~amount~~compliance period of up180 tocalendar ~~$750,000~~days toin ~~the~~which ~~Sponsor (the “Second Extension Funds”), pursuant~~ to ~~which~~regain ~~the~~compliance. ~~Second~~If ~~Extension~~at ~~Funds~~any ~~will~~time beduring ~~deposited~~this ~~into~~compliance period, the Company’s ~~Trust~~MVLS ~~Account~~closed ~~for~~at ~~the~~$50 ~~benefit~~million ofor ~~each~~more ~~outstanding~~and ~~Class A ordinary share of~~ the Company’s ~~that~~MVPHS ~~was~~closed ~~not~~at ~~redeemed~~$15 inmillion ~~connection~~or ~~with~~more ~~the~~for ~~extension~~a minimum of ~~the~~ten ~~Company’s~~consecutive ~~termination~~business ~~date~~days, ~~from~~Nasdaq ~~October 21,~~would ~~2023~~provide tothe ~~January~~Company ~~21,~~written ~~2025~~confirmation of compliance.

~~The~~On ~~Company~~September ~~will~~25, ~~deposit $50~~2023,~~000~~ ~~per month into~~ the ~~Trust~~Company ~~Account,~~received ~~which~~a ~~equates~~deficiency toletter ~~approximately $0.05 per remaining Public Share, for each calendar month~~ (~~commencing on October 21, 2023 and on~~ the ~~21st~~“Third ~~day~~Nasdaq ~~of each subsequent month~~Letter”) ~~until~~from ~~January~~the ~~21,~~Nasdaq ~~2025,~~Staff ornotifying the ~~portion~~Company ~~thereof,~~ that isthe ~~needed~~Company’s toPublic ~~complete~~Holders anwere ~~initial~~below ~~business~~the ~~combination,~~400 ~~for~~Public upHolders tominimum anrequirement ~~aggregate~~for ofcontinued ~~$750,000.~~inclusion ~~On October 20, 2023, the first installment~~on ofThe ~~the~~Nasdaq ~~Extension~~Global ~~Funds~~Market ~~was~~pursuant ~~deposited~~to ~~into~~Nasdaq ~~the~~Listing ~~Trust~~Rule ~~Account.~~5450(a)(2) ~~After such funding,~~ (the ~~Trust Account contains approximately $11.26 per remaining~~ “Public ~~Share~~Holders ~~outstanding (See Note 9~~Requirement”).

IfThe ~~the~~Third ~~Company~~Nasdaq isLetter ~~unable~~had tono ~~complete~~immediate aeffect ~~Business~~on ~~Combination by January 21, 2025,~~ the ~~extended date (the “Combination Period”), the~~ Company’s ~~will~~Nasdaq ~~(i) cease~~listing. ~~all~~The ~~operations~~Nasdaq ~~except~~rules ~~for~~provided the ~~purpose~~Company of45 ~~winding up, (ii) as promptly as reasonably possible but~~calendar ~~not more than ten business~~ days ~~thereafter,~~to ~~redeem~~submit ~~the Public Shares, at~~ a ~~per-share~~plan ~~price, payable in cash, equal~~ to ~~the~~regain ~~aggregate~~compliance ~~amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account~~ and ~~not~~a ~~previously~~compliance ~~released~~period ~~to the~~of ~~Company to pay (i) its income and franchise taxes and (ii)~~ up to ~~$100,000~~180 ofcalendar ~~dissolution~~days ~~expenses,~~in ~~if any, divided by the number of then outstanding Public Shares,~~ which ~~redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right~~ to ~~receive~~evidence further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s Board, dissolve and liquidate, 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 lawcompliance.

~~Risks~~On November 22, 2023, the Company received a notice (the “Nasdaq Notice”) from the Nasdaq Staff indicating that since it received the First Nasdaq Letter and ~~Uncertainties~~Second Nasdaq Letter, the Company had not regained compliance with either of the MVLS Requirement or the MVPHS Requirement.

~~Our~~Pursuant to ~~results~~the ofNotice, ~~operations and~~unless ~~our~~a ~~ability~~hearing tois ~~complete~~timely anrequested ~~initial~~before ~~Business~~the ~~Combination~~Nasdaq ~~may~~Hearings bePanel ~~adversely~~(the ~~affected~~“Panel”), bythe ~~various~~Company’s ~~factors~~securities would ~~that~~be ~~could~~subject ~~cause~~to ~~economic~~suspension ~~uncertainty~~ and ~~volatility~~delisting infrom ~~the~~The ~~financial~~Nasdaq ~~markets,~~Global ~~many~~Market ofat ~~which~~the ~~are~~opening ~~beyond~~of ~~our control. Our~~ business ~~could~~on beDecember 1, ~~impacted by~~2023, ~~among~~and ~~other things,~~a ~~downturns~~Form 25-NSE inwould ~~the~~be ~~financial~~filed ~~markets~~with orthe inSEC, ~~economic~~which ~~conditions,~~would ~~increases~~remove inthe ~~oil~~Company’s ~~prices,~~securities ~~inflation,~~from ~~increases~~listing inand ~~interest~~registration ~~rates,~~on ~~supply~~Nasdaq. ~~chain disruptions~~Alternatively, ~~declines~~the inCompany ~~consumer~~could ~~confidence~~consider ~~and~~applying ~~spending,~~to ~~the~~list ~~ongoing~~its ~~effects~~securities ofon ~~the~~The ~~COVID-19~~Nasdaq ~~pandemic~~Capital Market, ~~including~~provided ~~resurgences and~~the Company satisfies the ~~emergence~~requirements offor ~~new~~continued ~~variants,~~listing ~~and~~on ~~geopolitical~~that ~~instability,~~market. ~~such~~The asNasdaq ~~the~~Capital ~~military~~Market ~~conflict~~is ina ~~Ukraine~~continuous ~~and~~trading ~~the~~market ~~Middle~~that ~~East.~~operates Wein ~~cannot~~substantially atthe ~~this~~same ~~time~~manner ~~fully~~as ~~predict~~The ~~the~~Nasdaq ~~likelihood~~Global ofMarket. ~~one~~In orconnection ~~more~~with of the ~~above~~First ~~events~~Nasdaq Letter, ~~their~~Second ~~duration~~Nasdaq orLetter ~~magnitude~~and orThird ~~the~~Nasdaq ~~extent to which they~~Letter, ~~may~~the ~~negatively~~Company ~~impact~~timely ~~our~~requested ~~business~~a ~~and~~hearing ~~our~~before ~~ability~~the ~~to complete an initial Business Combination~~Panel.

In connection with the First Nasdaq Letter, Second Nasdaq Letter and Third Nasdaq Letter, the Company timely requested a hearing before the Panel and the hearing to appeal the Nasdaq Notice was held on February 22, 2024 (see Note 1). The Company’s securities continued to trade on The Nasdaq Global Market until the hearing process concluded and the Panel issued a written decision. There can be no assurance that the Panel will grant the Company’s request for a suspension of delisting or continued listing on The Nasdaq Global Market.

On February 13, 2024, the Company received a letter from the Nasdaq Staff indicating that the Company regained compliance with the MVPHS requirement. On March 14, 2024, the Panel issued its decision, which granted the Company’s request for continued listing, subject to certain conditions, including that (i) on or before May 1, 2024, the Company advises the Panel on the status of the SEC review of the registration statement on Form F-4 to be field with the SEC by PS International Group Ltd., an exempted company incorporated with limited liability in the Cayman Islands (the “Pubco”), relating to the PSI Business Combination and containing a proxy statement of the Company, (ii) or before May 15, 2024, the Company holds a shareholder meeting and obtain approval for completion of its initial business combination; and (iii) on or before May 20, 2024, the Company closes its Business Combination and the new entity shall demonstrate compliance with Listing Rule 5505.

On May 7, 2024, the Company received written notice (the “Notice Letter”) from the Panel indicating that the Panel had determined to delist the Company’s securities from Nasdaq and that trading in the Company’s securities would be suspended at the open of trading on May 9, 2024, due to the Company’s failure to satisfy the terms of the Panel’s March 14, 2024 decision listed above. On May 1, 2024, the Company notified the Panel that it would not be able to close its initial Business Combination by the Panel’s May 20, 2024 deadline. Accordingly, the Panel determined to delist the Company’s securities from Nasdaq as set forth in the Notice Letter.

Following suspension of trading on Nasdaq, the Company’s units, ordinary shares and rights have been eligible to trade on the OTC Markets under the tickers “ACCUF,” “AIBAF,” and “AACRF,” respectively. Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the SEC after the applicable Nasdaq review and appeal periods have lapsed and/or upon the closing of the Company’s initial Business Combination.

PSI Business Combination

On December 27, 2023, the Company entered into the PSI Business Combination Agreement with the Sponsor, Pubco, First Merger Sub, Second Merger Sub, and PSI (see Note 6).

Risks and Uncertainties

The Company’s results of operations and its ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine and the Middle East. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an initial Business Combination.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and ~~our~~the Company’s securities ~~will~~ trade on Nasdaq, ~~following~~ the ~~date~~Company ~~of this prospectus, we~~ may become a “covered corporation”.

Liquidity and Going Concern

As of September 30, 2023, the Company had $32,404 in its operating bank account and working capital deficit of $985,490, which excludes investments held in the Trust Account, the liability for convertible note and deferred underwriting fee.

In order to finance transaction costs in connection with a Business Combination, the Company’s 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 with working capital. The Company’s management plans to continue its efforts to complete a Business Combination within the Combination Period after the closing of the IPO.

~~If our estimate of the costs of identifying a target business~~Liquidity, ~~undertaking in-depth due diligence and negotiating a Business Combination~~ ~~are~~Capital ~~less~~Resources 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 other 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. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and ~~liquidate~~Going ~~the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.~~Concern

OnAs ~~January~~of ~~19,~~March ~~2023~~31, ~~upon the shareholders’ approval of the Trust Amendment Proposal~~2024, the Company ~~entered~~had ~~into the Trust Amendment to extend the date by which the Company would be required to consummate a Business Combination from January 21~~$6,552 ~~2023 to October 21, 2023, or such earlier date as determined by the Board,~~ in its ~~sole~~operating ~~discretion.~~bank ~~Subsequently,~~account onand ~~October~~working ~~19,~~capital ~~2023,~~deficit ~~upon the shareholders’ approval~~ of ~~the Second Extension Amendment~~$2, ~~the Company entered into the Second Extension Amendment to extend the date by which the Company would be required to consummate a Business Combination from October 21~~163, ~~2023 to January 21~~786, ~~2025,~~which orexcludes ~~such earlier date as determined~~cash byheld ~~the Board,~~ in ~~its~~the ~~sole~~Trust ~~discretion. As a result~~Account, ~~we have up to 36 months from~~ the ~~closing~~liability offor ~~the~~convertible ~~IPO~~note onand ~~January~~deferred ~~21,~~underwriting ~~2022 to consummate a Business Combination, unless further extended as permitted by our charter~~fee. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

In ~~connection~~order ~~with~~to ~~the~~finance ~~Company’s~~transaction ~~assessment~~costs ~~of going concern considerations~~ in ~~accordance~~connection with ~~FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern”, management has determined that mandatory liquidation, should~~ a Business Combination ~~not occur~~, ~~and~~the ~~potential~~Sponsor ~~subsequent~~or ~~dissolution~~an ~~raises~~affiliate ~~substantial~~of ~~doubt~~the ~~about~~Sponsor or certain of the Company’s ~~ability~~officers toand ~~continue~~directors asmay, abut ~~going~~are ~~concern for~~not aobligated ~~reasonable period of time~~to, ~~which~~provide ~~is considered to be one year from~~ the ~~issuance~~Company ofwith ~~the~~working ~~financial statements~~capital.

If the Company’s 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, the Company may have insufficient funds available to operate its business prior to our Business Combination. Moreover, it may need to obtain other financing either to complete our Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of our Business Combination, in which case it may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of the Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available to it, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

On January 19, 2023, upon the shareholders’ approval of the Extension Amendment and the Trust Amendment, the Company entered into the Trust Amendment to extend the date by which the Company would be required to consummate a Business Combination from January 21, 2023 to October 21, 2023, or such earlier date as determined by the Board, in its sole discretion. Subsequently, on October 19, 2023, upon the shareholders’ approval of the Second Extension Amendment, the Company entered into the Second Extension Amendment to extend the date by which the Company would be required to consummate a Business Combination from October 21, 2023 to January 21, 2025, or such earlier date as determined by the Board, in its sole discretion. As a result, the Company has up to 36 months from the closing of the IPO on January 21, 2022 to consummate a Business Combination, unless further extended as permitted by the Amended and Restated Charter. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern”, Management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of ~~management~~the Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s 2023 Annual Report ~~on Form 10-K, as filed with the SEC on March 29, 2023~~. The interim results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2023~~2024 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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.

10Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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 unaudited condensed financial statements in conformity with GAAP requires ~~management~~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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires ~~management~~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 unaudited condensed financial statements, which ~~management~~ 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.

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 $32,404 and $44,217 in cash and did not have any cash equivalents as of September 30, 2023 and December 31, 2022, respectively.

Investments Held in the Trust Account

At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Earnings on these trading securities are included in dividends, interest earned, and unrealized gain on investments held in the Trust Account in the accompanying statements of operations and are automatically reinvested therefore are considered as an adjustment to reconcile net income (loss) to net cash used in operating activities in the condensed statements of cash flows. The fair value for these trading securities are determined using quoted market prices in active markets for identical assets.

During the nine months ended September 30, 2023, interest earned from the Trust Account amounted to $503,483 of which $503,483 was reinvested and $0 was held in Cash in the Trust Account. There was $78,324,476 of withdrawal made during the nine months ended September 30, 2023 in connection with the with the shareholders’ vote at the Meeting, in which shareholders holding 7,623,698 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account.

Class A Ordinary shares subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

In connection with the First Extension Meeting held on January 18, 2023, shareholders holding 7,623,698 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account.

Accordingly, on September 30, 2023 and December 31, 2022, 1,001,302 and 8,625,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets, respectively.

~~As of September 30, 2023~~Cash and ~~December~~Cash ~~31, 2022, the shares of Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled on the following table:~~Equivalents

Gross proceeds	$	86,250,000
Less:
Fair value of Public Rights at issuance		(6,272,000	)
Class A shares issuance costs		(5,506,764	)
Plus:
Accretion of carrying value to redemption value		14,054,339
Class A ordinary shares subject to possible redemption, December 31, 2022		88,525,575
Less:
Redemption – January 18, 2023		(78,324,476	)
Plus:
Accretion of carrying value to redemption value		953,483
Class A ordinary shares subject to possible redemption, September 30, 2023	$	11,154,582

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 $6,552 and $114,709 in cash and did not have any cash equivalents as of March 31, 2024 and December 31, 2023, respectively.

~~Offering~~Cash and ~~Costs~~Investments ~~associated~~Held ~~with~~in the ~~Initial~~Trust ~~Public Offering~~Account

~~Offering~~As of ~~costs~~March ~~consist~~31, ~~principally~~ 2024, all of ~~legal~~the assets held in the Trust account were held in an interest-bearing demand deposit account. As of December 31, ~~accounting~~2023, ~~underwriting~~substantially ~~fees~~all ~~and~~of ~~other~~the ~~costs~~assets ~~directly~~held ~~related~~in tothe Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Trading securities are presented on the ~~IPO~~balance sheets at fair value at the end of each reporting period. ~~Offering~~Earnings on ~~costs~~these ~~amounted~~trading tosecurities $5are included in dividends,~~941~~ interest earned,~~695~~ ~~which~~and ~~were charged~~unrealized ~~against~~gain ~~shareholders’~~on ~~deficit~~cash ~~upon~~and investments held in the ~~completion~~Trust Account in the accompanying statements of operations and are automatically reinvested therefore are considered as an adjustment to reconcile net income (loss) to net cash used in operating activities in the ~~IPO~~statements of cash flows. The fair value for these trading securities are determined using quoted market prices in active markets for identical assets.

During the three months March 31, 2024, interest earned from the Trust Account amounted to $121,956.

During the year ended December 31, 2023, interest and dividends earned from the Trust Account amounted to $699,124, which includes $50,030 of accrued dividends received in January 2024, and $699,124 was fully reinvested. There was $78,509,506 of withdrawal made during the year ended December 31, 2023 in connection with the shareholders’ votes at the First Extension Meeting and the Second Extension Meeting, in which shareholders holding 7,640,199 shares of the Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

In connection with the Second Extension Meeting held on October 19, 2023, shareholders holding 16,501 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

Accordingly, on March 31, 2024 and December 31, 2023, 984,801 shares of Class A Ordinary Shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the accompanying balance sheets.

As of March 31, 2024 and December 31, 2023, the shares of Class A Ordinary Shares subject to possible redemption reflected on the accompanying balance sheets are reconciled on the following table:

Class A Ordinary Shares subject to possible redemption, January 1, 2023		88,525,575
Less:
Redemptions – January 18, 2023 and October 19, 2023		(78,509,506	)
Plus:
Accretion of carrying value to redemption value		1,299,124
Class A Ordinary Shares subject to possible redemption, December 31, 2023	$	11,315,193
Plus:
Accretion of carrying value to redemption value		171,956
Class A Ordinary Shares subject to possible redemption, March 31, 2024	$	11,487,149

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company has not experienced losses on these accounts and ~~management~~Management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the accompanying ~~balance~~condensed balance sheets, primarily due to their short-term nature.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~FASB~~ ASC 740, ~~“Income Taxes”,~~ 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. There were no unrecognized tax benefits as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023. Management ~~The Company’s management~~ determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed 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. ~~The~~Management ~~Company’s management~~ does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

12The Company is a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Income (Loss) Per Ordinary Share

The Company has two outstanding classes of ~~shares~~Ordinary Shares, which are referred to as Class A ~~ordinary~~Ordinary ~~shares~~Shares and Class B ~~ordinary~~Ordinary ~~shares (the “Founder~~ Shares”). ~~Class~~ Class A ~~shares~~Ordinary Shares include redeemable and non-redeemable shares. Earnings and losses are shared pro rata between the two classes of ~~shares~~Ordinary ~~which includes~~Shares ~~Class A ordinary shares~~ and ~~Class B ordinary shares and~~ between the redeemable and the non-redeemable ~~shares~~Ordinary Shares. The 1901,~~472,277~~ 375 Class A ~~ordinary~~Ordinary ~~shares~~Shares for which the outstanding ~~Public~~ Rights ~~and~~(as ~~Private~~defined ~~Placement~~in ~~Rights~~Note 3 and 4) are exercisable were excluded from diluted earnings per share for the period ended March ~~September 30~~31, ~~2023~~2024 and ~~2022~~2023 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ~~ordinary~~Ordinary ~~share~~Share is the same as basic net loss per ~~ordinary~~Ordinary ~~share~~Share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ~~shares~~Ordinary Shares.

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
	Redeemable			Non-redeemable
NUMERATOR	Class A			Class A			Class B
Numerator:
Allocation of net loss	$	(103,623	)	$	(48,740	)	$	(223,147	)
Net loss including accretion of temporary equity to redemption value		242,659			—			—
Net income (loss)	$	139,036		$	(48,740	)	$	(223,147	)
Denominator:
Weighted Average Shares Outstanding including ordinary shares subject to redemption		1,001,302			470,975			2,156,250
Basic and diluted net income (loss) per share	$	0.14		$	(0.10	)	$	(0.10	)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023
	Redeemable			Non-redeemable
NUMERATOR	Class A			Class A			Class B
Numerator:
Allocation of net loss	$	(512,862	)	$	(163,644	)	$	(749,208	)
Net income including accretion of temporary equity to redemption value		953,483			—			—
Net income (loss)	$	440,621		$	(163,644	)	$	(749,208	)
Denominator:
Weighted Average Shares Outstanding including ordinary shares subject to redemption		1,476,038			470,975			2,156,250
Basic and diluted net income (loss) per share	$	0.30		$	(0.35	)	$	(0.35	)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022
	Redeemable			Non-redeemable
NUMERATOR	Class A			Class A			Class B
Numerator:
Allocation of net loss	$	(130,674	)	$	(7,136	)	$	(32,669	)
Net income including accretion of temporary equity to redemption value		459,546			—			—
Net income (loss)	$	328,872		$	(7,136	)	$	(32,669	)
Denominator:
Weighted Average Shares Outstanding including ordinary shares subject to redemption		8,625,000			470,975			2,156,250
Basic and diluted net income (loss) per share	$	0.04		$	(0.02	)	$	(0.02	)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022
	Redeemable			Non-redeemable
NUMERATOR	Class A			Class A			Class B
Numerator:
Allocation of net loss	$	(9,983,968	)	$	(545,183	)	$	(2,703,991	)
Accretion of temporary equity to redemption value		12,641,264			—			—
Net income including accretion of temporary equity to redemption value		607,445			—			—
Net income (loss)	$	3,264,741		$	(545,183	)	$	(2,703,991	)
Denominator:
Weighted Average Shares Outstanding including ordinary shares subject to redemption		7,961,538			434,746			2,156,250
Basic and diluted net income (loss) per share	$	0.41		$	(1.25	)	$	(1.25	)

Recent Accounting Standards

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 U.S. 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 June 18, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

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.

Note 3 — Initial Public Offering and Over-Allotment

FOR THE THREE MONTHS ENDED MARCH 31, 2024
	Redeemable			Non-redeemable
NUMERATOR	Class A			Class A			Class B
Numerator:
Allocation of net loss	$	(155,838	)	$	(415,740	)	$	—
Net income including accretion of temporary equity to redemption value		171,956			—			—
Net income (loss)	$	16,118		$	(415,740	)	$	—
Denominator:
Weighted Average Shares Outstanding including Ordinary Shares subject to redemption		984,801			2,627,224			1
Basic and diluted net income (loss) per share	$	0.02		$	(0.16	)	$	—

Pursuant to the IPO, the Company sold 8,625,000 Units (including 1,125,000 Overallotment Units) at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares and one right (the “Public Rights”). Each Public Right entitles the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of a Business Combination (see Note 7).

FOR THE THREE MONTHS ENDED MARCH 31, 2023
	Redeemable			Non-redeemable
NUMERATOR	Class A			Class A			Class B
Numerator:
Allocation of net loss	$	(211,294	)	$	(40,762	)	$	(186,620	)
Net income including accretion of temporary equity to redemption value		429,803			—			—
Net income (loss)	$	218,509		$	(40,762	)	$	(186,620	)
Denominator:
Weighted Average Shares Outstanding including Ordinary Shares subject to redemption		2,441,334			470,975			2,156,250
Basic and diluted net income (loss) per share	$	0.09		$	(0.09	)	$	(0.09	)

~~In connection with the First~~Recent ~~Extension~~Accounting Meeting held on January 18, 2023, shareholders holding 7,623,698 shares of the Company’s Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account.Standards

~~Note~~Management does 4not —believe ~~Private~~that ~~Placement~~any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

~~On January~~NOTE 21, 2022, simultaneously with the consummation of the IPO and sale of the Overallotment Units, the Company consummated the issuance and sale of 388,750 Private Placement Units (including 33,750 Private Placement Units purchased simultaneously with the Overallotment Units) in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3~~,887,500 to the Sponsor (345,625 Private Placement Units) and Maxim~~ ~~(43,125 Private Placement Units). Each Private Placement Unit consists of one share of~~— INITIAL ~~Class~~PUBLIC A ordinary shares and one right (the “Private Placement Rights”). Each Private Placement Right will entitle the holder thereof to receive one-tenth (1/10) of one Class A ordinary (“Private Placement Share”) share upon the consummation of a Business Combination. OFFERING

~~A portion of the proceeds~~Pursuant ~~from the Private Placement Units were added~~ to the ~~proceeds~~IPO, ~~from~~ the ~~IPO~~Company tosold be8,625,000 ~~held~~Units in(including ~~the~~1,125,000 ~~Trust~~Overallotment ~~Account.~~Units) Ifat ~~the Company does not complete~~ a ~~Business~~price ~~Combination~~of ~~within~~$10.00 ~~the~~per ~~Combination~~Unit. ~~Period,~~Each ~~the~~Unit ~~proceeds~~consists of ~~from~~one ~~the~~share ~~sale~~ of ~~the~~Public ~~Private~~Shares ~~Placement~~and ~~Units~~one ~~will~~Public beRight. ~~used~~Each toPublic ~~fund~~Right entitles the ~~redemption~~ ofholder ~~the~~to ~~Public~~receive ~~Shares~~one-tenth (~~subject~~1/10) toof ~~the~~one ~~requirements~~Class ofA Ordinary ~~applicable~~Share ~~law),~~upon ~~and~~ the ~~Private~~consummation ~~Placement~~of ~~Units~~a ~~and~~Business ~~any~~Combination ~~underlying~~(see ~~securities will~~Note ~~be worthless~~7).

~~Note 5~~ NOTE 4 — ~~Related Party Transactions~~ PRIVATE PLACEMENT

~~Founder~~On January 21, 2022, simultaneously with the consummation of the IPO and sale of the Overallotment Units, the Company consummated the issuance and sale of 388,750 Private Units (including 33,750 Private Units purchased simultaneously with the Overallotment Units) in the Private Placement at a price of $10.00 per Private Unit, generating gross proceeds of $3,887,500 to the Sponsor (345,625 Private Units) and Maxim (43,125 Private Units). Each Private Unit consists of one share of Class A Ordinary Shares (“Private Share”) and one right (the “Private Rights” and together with the Public Rights, the “Rights”). Each Private Right will entitle the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of a Business Combination.

~~On July 30, 2021, the Sponsor~~A ~~purchased~~portion ~~1,437,500 Founder Shares for an aggregate price~~ of ~~$25,000~~the ~~(See~~proceeds ~~Note~~from ~~7). On September 13, 2021,~~ the ~~Company~~Private ~~effected~~Placement awere ~~share dividend~~added ofto ~~0.5~~the ~~shares~~proceeds ~~for~~from ~~each~~the ~~Class~~IPO Bto ~~ordinary~~be ~~share~~held ~~outstanding, resulting~~ in anthe ~~aggregate~~Trust ofAccount. ~~2,156,250~~If ~~Founder~~the ~~Shares outstanding.~~Company ~~The~~does ~~Founder~~not ~~Shares~~complete ~~will~~a ~~automatically~~Business ~~convert~~Combination ~~into~~within ~~shares~~the ofCombination ~~Class~~Period, Athe ~~ordinary~~proceeds ~~shares~~from at the ~~time~~sale of the ~~Company’s~~Private ~~initial~~Units ~~Business Combination~~will ~~and~~be ~~are subject~~ used to ~~certain~~fund ~~transfer~~the ~~restrictions,~~redemption ~~as described in Note 7. Holders~~ of ~~Founder~~the ~~Shares~~Public ~~may also elect to convert their Class B Ordinary~~ Shares ~~into an equal number of shares of Class A ordinary shares,~~ (subject to ~~adjustment,~~the atrequirements ~~any~~of ~~time.~~applicable ~~The Initial Shareholders agreed to forfeit up to 281~~law),~~250~~ ~~Founder~~and ~~Shares to~~ the ~~extent~~Private ~~that~~Units ~~the~~and ~~over-allotment~~any ~~option is not exercised in full by the~~underlying ~~underwriters.~~securities ~~Since~~will ~~the~~be ~~overallotment option was exercised in full, the 281,250 Founder Shares are no longer subject to forfeiture~~worthless.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share 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, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

On October 18, 2023, the Company issued an aggregate of 2,156,249 of the Company’s Class A Ordinary Shares to the Sponsor of the Company, upon the Conversion of an equal number of the Class B Ordinary Shares, held by the Sponsor (see Note 9).

The 2,156,249 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s IPO.

Administrative Services Agreement

The Company intends to pay the Sponsor a fee of up to $10,000 per month for the use of office and administrative support services following the consummation of the IPO until the earlier of the consummation of the Business combination or liquidation for office space and administrative services. For the three and nine months ended September 30, 2023, the Company incurred $30,000 and $90,000 fees for these services, respectively, of which $10,000 of such fees is included in advance from related party in the accompanying balance sheet as of September 30, 2023. For the three and nine months ended September 30, 2022, the Company incurred and paid $30,000 and $84,000 fees for these services, respectively.

~~Promissory~~NOTE 5 — RELATED PARTY ~~Note – Related Party~~TRANSACTIONS

~~On July 30, 2021, the Sponsor~~Founder agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note is non-interest bearing. On January 21, 2022, the Note was repaid in full.Shares

On July 30, 2021, the Sponsor purchased 1,437,500 Class B Ordinary Shares (the “Founder Shares”) for an aggregate price of $25,000 (see Note 7). On September 13, 2021, the Company effected a share dividend of 0.5 shares for each Class B Ordinary Share outstanding, resulting in an aggregate of 2,156,250 Founder Shares outstanding. The Founder Shares will automatically convert into shares of Class A Ordinary Shares at the time of the Business Combination and are subject to certain transfer restrictions (see Note 7). Holders of Founder Shares may also elect to convert their Class B Ordinary Shares into an equal number of shares of Class A Ordinary Shares, subject to adjustment, at any time. The Initial Shareholders agreed to forfeit up to 281,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. Since the overallotment option was exercised in full, the 281,250 Founder Shares are no longer subject to forfeiture.

The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share 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, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property.

On October 18, 2023, the Company issued an aggregate of 2,156,249 of the Class A Ordinary Shares to the Sponsor, upon the conversion of an equal number of the Class B Ordinary Shares, held by the Sponsor. The 2,156,249 Class A Ordinary Shares issued in connection with the conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the 2023 Annual Report.

Administrative Support Agreement

The Company pays the Sponsor a fee of up to $10,000 per month for the use of office and administrative support services following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation for office space and administrative services. For the three months ended March 31, 2024 and 2023, the Company incurred and paid $30,000 fees for these services.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, 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 units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private ~~Placement~~ Units.

On January 23, 2023, the Company issued aan ~~Convertible~~unsecured promissory note (the “Working Capital Note” in the principal amount of up to $500,000 to the Sponsor. The ~~Convertible~~Working Capital Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. The ~~Convertible~~Working Capital Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor, up to $500,000 of the unpaid principal amount of the ~~Convertible~~Working Capital Note may be converted into ~~Units~~units of the Company, each unit consisting of one Class A ~~ordinary~~Ordinary ~~share~~Share ~~of the Company~~ and one right exchangeable into one-tenth of one Class A ~~ordinary~~Ordinary ~~share~~Share ~~of the Company~~ (the “Conversion Units”), equal to: (x) the portion of the principal amount of ~~this~~the ~~Convertible~~Working Capital Note being converted, divided by (y) $10.00, rounded up to the nearest whole number of Conversion Units. The Conversion Units are identical to the ~~units~~Private ~~issued by the Company to the Sponsor in the private placement upon consummation of the Company’s IPO~~Units. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the ~~Convertible~~Working Capital Note.

As of ~~September~~March 3031, ~~2023~~ 2024 and December 31, ~~2022~~2023, there was $500,000 ~~and $0~~, related party loans outstanding, ~~respectively~~under the Working Capital Note.

Related Party Extension Loans

AsOn January ~~discussed~~20, ~~in Note 1~~2023, the Company ~~may~~issued ~~extend~~a promissory note (the ~~period~~“First ofExtension ~~time~~Note”) toin ~~consummate~~the aaggregate ~~Business~~principal ~~Combination~~amount of up to ~~three times~~$450,000 ~~each~~to bythe anSponsor ~~additional three months~~ (~~for a~~the ~~total~~“First ofExtension 21Funds”), ~~months~~pursuant to ~~complete~~which athe ~~Business~~First ~~Combination).~~Extension InFunds ~~order~~were todeposited ~~extend~~ into the ~~time~~Trust ~~available~~Account in monthly installments for the ~~Company~~benefit toof ~~consummate~~each aPublic ~~Business Combination,~~Share ~~the~~that ~~Sponsor~~was ornot ~~its~~redeemed ~~affiliates~~in orconnection ~~designees~~with ~~must~~the ~~deposit~~vote ~~into~~to approve the First Extension Amendment and Trust ~~Account~~Amendment. The Sponsor agreed to pay $~~862~~50,~~500~~000 per month (or $0.1005 per Public Share ornot redeemed) that the Company decides to take to complete an ~~aggregate of~~initial $2Business Combination,~~587,500),~~ commencing on orJanuary ~~prior~~21, to2023 ~~the~~and ~~date~~continuing ofthrough ~~the~~October 21, ~~applicable~~2023, ~~deadline~~or portion thereof, ~~for~~that ~~each~~is ~~three~~needed ~~month~~to ~~extension.~~complete ~~Any~~an ~~such~~initial ~~payments~~Business ~~would~~Combination, befor ~~made~~up ~~in the~~to ~~form~~an aggregate of a$450,000. ~~non-interest~~As ~~bearing~~of March 31, ~~unsecured~~2024, ~~promissory~~an ~~note.~~aggregate ~~Such~~of ~~notes~~$450,000 ~~would~~of bethe ~~paid~~First ~~upon~~Extension ~~consummation~~Funds ofhad abeen ~~Business~~deposited ~~Combination~~into the Trust Account. The First Extension Note bears ~~Sponsor~~no interest and ~~its~~is ~~affiliates~~repayable orin ~~designees~~full ~~are~~upon ~~not~~the ~~obligated~~earlier toof ~~fund~~(a) the ~~Trust~~date ~~Account~~of tothe ~~extend~~consummation of the ~~time~~initial ~~for~~Business Combination, and (b) the ~~Company~~date toof ~~complete~~the aliquidation ~~Business Combination~~of the Company.

OnIn connection ~~January~~with 20the Second Extension Amendment, on October 19, 2023, the Company issued a promissory note (the ~~First~~“Second Extension Note”) in the aggregate principal amount of up to $~~450~~750,000 to the Sponsor (the “Second Extension Funds”), pursuant to which the ~~First~~ Second Extension Funds ~~will~~are be deposited into the Trust Account ~~in monthly installments~~ for the benefit of each outstanding ~~Public~~Class A Ordinary Share ~~that~~of the Company that was not redeemed in connection with the extension of the Company’s termination date from ~~January 21, 2023 to~~ October 21, 2023. ~~The Sponsor has agreed~~ to ~~pay $50,000 per month (or $0.05 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination, commencing on~~ January 21, ~~2023 and continuing through October 21, 2023, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $450,000~~2025. On January 20, 2023, the first installment of the Extension Funds was deposited into the Trust Account. The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company.

AsThe ofCompany ~~September~~agreed 30to deposit $50,000 ~~2023~~per month into the Trust Account, which equates to approximately $0.05 per remaining Public Share, for each calendar month (commencing on October 21, 2023 and ~~December~~on 31the 21st day of each subsequent month) until January 21, ~~2022~~2025, ~~there~~or ~~was~~portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $~~450~~750,000. ~~and~~As of March 31, 2024, an aggregate of $0200,000 ~~Related~~of ~~Party~~the Second Extension ~~Loans~~Funds had been deposited into the Trust Account. As of March 31, 2024, the Trust Account contains approximately $11.66 per remaining Public Share outstanding. As of May 21, ~~respectively~~2024, an aggregate of $400,000 (plus applicable interest) of the Second Extension Funds had been deposited into the Trust Account which covers the extension period through June 21, 2024. As such, total Second Extension Funds deposited to date covers the first eight months of extension permitted by the Second Extension Amendment.

As of March 31, 2024 and December 31, 2023, there was $650,000 and $600,000 Related Party Extension Loans outstanding under the First Extension Note and the Second Extension Note, respectively.

Advance from Related Party

~~Through~~For the ~~September~~year-to-date 30period ended March 31, 2024 and December 31, 2023, the Sponsor paid ~~for~~ expenses totaling $~~313~~20,~~376~~000 and $144,597 on behalf of the Company, respectively, of which a total of $~~131~~0 and $105,~~823~~377 has been repaid. Asthrough ofMarch ~~September 30~~31, ~~2023~~2024 and December 31, ~~2022~~2023, ~~the Company owes the Sponsor $191,554 and $41,465 which includes $10,000 and $0 owed for administrative support services,~~ respectively. ~~Balance owed to Sponsor are reported as advance from related party on the accompanying unaudited condensed balance sheets.~~

15For the period ended March 31, 2024 and 2023, the Sponsor advanced $38,000 and $227,097 to the Company for working capital purposes, respectively. The total cash advanced by the Sponsor as of March 31, 2024 was $58,000, which includes $20,000 expenses paid by the Sponsor on behalf of the Company.

~~Note~~As of 6March —31, ~~Commitments~~2024 and ~~Contingencies~~December 31, 2023, the Company owes the Sponsor $549,554 and $491,554, which includes $0 and $10,000 owed for administrative support services, respectively. Balance owed to the Sponsor are reported as advance from related party on the accompanying condensed balance sheets.

On January 20, 2022, the Company entered into an engagement agreement with HG, LLP, an affiliate of Jie Gao, the Chief Financial Officer of the Company, pursuant to which HG, LLP would provide certain financial advisor services in connection with assisting the Company in preparing the financial portions of the Company’s quarterly reports and annual reports. The Company will pay HG, LLP $5,000 for each 10-Q filing and $10,000 for each 10-K filing. As of March 31, 2024, an aggregate of $60,000 had been paid to HG, LLP for such services with $10,000 and $10,000 recorded as an expense for the three months period ended March 31, 2024 and 2023, respectively. Jie Gao serves as the Managing Member of HG, LLP.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private ~~Placement~~ Units and ~~units~~Conversion ~~that~~Units ~~may be issued upon conversion of the Working Capital Loans~~ (and all underlying securities) ~~will~~ beare entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of a majority of these securities will be entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the 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 provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

In connection with the IPO, $0.35 per ~~unit~~Unit, or $3,018,750 in the aggregate, is payable to the underwriters for deferred underwriting commissions. 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 entered into in connection with the IPO.

On December 21, 2023, the Company and Maxim entered into an amendment to the Underwriting Agreement, pursuant to which, in lieu of the $3,018,750 deferred underwriting fees payable upon the consummation of an initial Business Combination, Maxim or its designee will be entitled to receive 301,875 Deferred Underwriting Shares upon the consummation of the Business Combination.

Legal fees

On January 27, 2022, the Company entered into an agreement (the “EGS Agreement”) with Ellenoff Grossman & Schole LLP to act as U.S. securities council to the Company in connection with pending acquisition targets for the Company to acquire consistent with its Initial Public Offering and assist in U.S. securities work related to the Initial Business Combination. The fee structure for this agreement permits amounts invoiced to be paid in installments and/or deferred until closing, with any balance owed at the closing of the Business Combination to be subject to a certain premium. As of March 31, 2024 and December 31, 2023, the total outstanding amount for services provided by EGS, including any amount not paid and the deferred portion that is contingent upon the closing of a Business Combination, was $704,185 and $499,931, respectively, which were considered outstanding per the terms of the EGS Agreement and are included in accounts payable and accrued expenses on the accompanying balance sheets. As the Business Combination cannot be deemed probable as of March 31, 2024 and December 31, 2023, there was no accrual made for premiums on the outstanding fees.

Business Combination Agreement

On December 27, 2023, the Company entered into a Business Combination Agreement (the “PSI Business Combination Agreement”, and the transactions and agreements contemplated by the PSI Business Combination Agreement, the “PSI Business Combination”) with the Sponsor, in the capacity as the representative of the Company and the shareholders of the Company immediately prior to the Second Merger Effective Time (as defined in the PSI Business Combination Agreement), Pubco, PSI Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Pubco (the “First Merger Sub”), PSI Merger Sub II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Pubco (the “Second Merger Sub”), and PSI Group Holdings Ltd 利航國際控股有限公司, an exempted company incorporated with limited liability in the Cayman Islands (“PSI”).

Pursuant to the PSI Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the PSI Business Combination Agreement, (a) the First Merger Sub will merge with and into PSI (the “First Merger”), with PSI surviving the First Merger as a wholly-owned subsidiary of the Pubco and the outstanding shares of PSI being converted into the right to receive shares of the Pubco; and (b) one business day following the First Merger, the Second Merger Sub will merge with and into the Company (the “Second Merger”), with the Company surviving the Second Merger as a wholly-owned subsidiary of the Pubco and the Company’s outstanding securities being converted into the right to receive substantially equivalent securities of the Pubco.

Related Agreements and Documents

Lock-Up Agreements

Simultaneously with the execution of the PSI Business Combination Agreement, the Pubco, the Sponsor, PSI and the Company have entered into lock-up agreements with certain holders of the Founder Shares and with certain holders of the Company’s securities. These lock-up agreements provide for a lock-up period commencing on the Closing Date (as defined in the PSI Business Combination Agreement) and ending on the earlier of (i) the 6-month anniversary of the Closing (as defined in the PSI Business Combination Agreement) and (ii) the date on which Pubco completes a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of the outstanding Pubco Ordinary Shares being (as defined in the PSI Business Combination Agreement) converted into cash, securities or other property, with respect to Pubco Ordinary shares held by the such shareholder. The parties’ undertakings in the Lock-Up Agreements were made as a condition to the willingness of PSI and the Company to enter into the PSI Business Combination Agreement and as an inducement and in consideration therefor.

Support Agreement

Simultaneously with the execution of the PSI Business Combination Agreement, the Pubco, the Company, PSI, the Sponsor and certain shareholders of PSI have entered into a Support Agreement (the “Support Agreement”), pursuant to which, among other things, the Sponsor and the shareholders of PSI have agreed (a) to support the adoption of the PSI Business Combination Agreement and the approval of the PSI Business Combination, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions. In addition, the Sponsor agreed in the Support Agreement that, to the extent the Sponsor fails to pay or otherwise discharge any “Excess SPAC Expense Amount” (defined as the amount, if any, by which the aggregate amounts payable in cash for the Company’s accrued transaction expenses at the Closing, and any loans owed by the Company to the Sponsor for transaction and other administrative costs and expenses, exceeds $1.5 million), the Sponsor shall automatically transfer to Pubco and forfeit for cancellation (for no additional cash consideration) a quantity of Pubco Ordinary Shares otherwise due to the Sponsor at Closing equal to (i) the portion of the Excess SPAC Expense Amount that is unpaid or otherwise undischarged by the Sponsor, divided by (ii) $10.00. The parties’ undertakings in the Support Agreement were made as a condition to the willingness of PSI and the Company to enter into the PSI Business Combination Agreement and as an inducement and in consideration therefor.

Registration Rights Agreement

Simultaneously with the execution of the PSI Business Combination Agreement, the Pubco, certain shareholders of the Company and PSI, entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the parties listed under “Investor” on the signature page thereto will be provided the right to demand registrations, piggy-back registrations and shelf registrations with respect to Registrable Securities (as defined in the Registration Rights Agreement). The Registration Rights Agreement contains customary covenants regarding registration procedures and mutual indemnification obligations, among other matters. The parties’ undertakings in the Registration Rights Agreement are made were made as a condition to the willingness of PSI and the Company to enter into the PSI Business Combination Agreement and as an inducement and in consideration therefor.

Advisory Agreement

On December 21, 2023, Maxim was engaged by the Company as its sole M&A advisor for the PSI Business Combination. If the Company has a Closing of the PSI Business Combination, during either (i) the term of the engagement of Maxim, or (ii) unless the engagement with Maxim is terminated by Maxim for convenience or by the Company for cause (in which case, no fee shall be payable) at any time during a period of twelve (12) months following the termination of the engagement with Maxim, then the Company shall pay to Maxim upon the closing of the PSI Business Combination, one percent (1.0%) of the equity value of PSI (the “Success Fee”). The Success Fee shall be comprised entirely of the Company’s ordinary shares which shall be issued to Maxim at the same price per share as any shares issued in the PSI Business Combination. The ordinary shares that are issued to Maxim will have unlimited piggyback registration rights and additionally will have the same registration rights and other rights afforded to holders of the Company’s ordinary shares who are issued shares in the PSI Business Combination.

Right of First Refusal

Subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the IPO and ending 18 months after the date of the consummation of a Business Combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of the Company’s successors or subsidiaries. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the IPO.

Unit Purchase Option

The Company sold to the underwriters, for $100, an option to purchase up to a total of 431,250 Units exercisable, in whole or in part, at $11.00 per Unit, commencing on the consummation of our initial Business Combination (the “Unit Purchase Option”). The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from January 18, 2022. The option and the 431,250 Units, as well as the 431,250 shares of Class A ~~ordinary~~Ordinary ~~shares~~Shares, and the rights to receive 43,125 shares of Class A ~~ordinary~~Ordinary ~~shares~~Shares upon a Business Combination that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following January 18, 2022 pursuant to Rule 5110(e)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following January 18, 2022 except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The option grants to holders demand and “piggy-back” rights of the securities directly and indirectly issuable upon exercise of the option. Notwithstanding the foregoing, the underwriters and their related persons may not (i) have more than one demand registration right at our expense, (ii) exercise their demand registration rights more than five (5) years from January 18, 2022, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from January 18, 2022. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of ~~units~~ Units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of shares of ~~ordinary shares~~Ordinary Shares at a price below its exercise price. The Company has no obligation to net cash settle the exercise of the purchase option or the rights underlying the purchase option. The holder of the purchase option will not be entitled to exercise the purchase option unless a registration statement covering the securities underlying the purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the purchase option or underlying rights, the purchase option or rights, as applicable, will expire worthless.

The Company accounted for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an expense of the IPO resulting in a charge directly to additional paid-in capital. The Company estimated the fair value of Unit Purchase Option to be $56,000 based a binomial model.

1618

~~Note~~ NOTE 7 — ~~Shareholders’ Deficit~~ SHAREHOLDERS’ DEFICIT

Preference ~~Shares~~ —The Company is authorized to issue 1,000,000 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. As of September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.Shares

~~Class A Ordinary shares —~~The Company is authorized to issue 501,000,000 ~~shares~~preference ~~of Class A ordinary~~ shares with a par value of $0.0001 per share. ~~Holders~~with ofsuch ~~Class~~designations, Avoting and other ~~ordinary~~rights ~~shares~~and ~~are~~preferences ~~entitled~~as tomay ~~one~~be ~~vote~~determined ~~for~~from ~~each~~time ~~share~~to time by the Board. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, there were ~~470,975 shares of~~no ~~Class~~preference ~~A ordinary~~ shares ~~outstanding~~issued ~~(excluding~~or ~~1,001,302 and 8,625,000 shares of Class A ordinary shares subject to possible redemption, respectively)~~outstanding.

Class B A Ordinary ~~shares —~~ The Company is authorized to issue 3,000,000 shares of 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 September 30, 2023 and December 31, 2022, there were 2,156,250 shares of Class B ordinary shares outstanding. Shares

~~Holders~~The Company ofis authorized to issue 50,000,000 shares of Class A ~~ordinary~~Ordinary ~~shares~~Shares ~~and~~with ~~shares~~a par value of $0.0001 per share. Holders of Class BA Ordinary ~~ordinary~~Shares ~~shares~~are ~~will~~entitled to one vote ~~together~~for aseach ashare. ~~single~~As ~~class~~of onMarch ~~all~~31, ~~other~~2024 ~~matters~~and ~~submitted~~December to31, a2023, ~~vote~~there were 2,627,224 shares of Class A Ordinary Shares outstanding, respectively (excluding 984,801 shares of ~~shareholders~~Class A Ordinary Shares subject to possible redemption, respectively).

~~The shares of~~ Class B ~~ordinary~~ ~~shares~~Ordinary will automatically convert into shares of Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the IPO plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares ~~may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment as provided above, at any time.~~

~~Rights —~~The ~~Except in cases where the~~ Company is ~~not~~authorized ~~the~~to ~~surviving~~issue ~~company in a Business Combination~~3,000,000 ~~each~~shares ~~holder~~ of aClass B ~~Public~~Ordinary ~~Right~~Shares ~~will~~with ~~automatically receive~~a ~~one-tenth~~par ~~(1/10)~~value of ~~one~~$0.0001 ~~share~~per ~~of Class A ordinary~~ share. ~~upon~~Holders ~~consummation~~ of ~~a Business Combination, even if the holder of a Public~~Class B ~~Right~~Ordinary ~~converted~~Shares ~~all~~are ~~shares~~entitled ~~held by him, her or it in connection with a Business Combination or an amendment~~ to ~~the~~one ~~Company’s~~vote ~~Amended and~~for ~~Restated~~each ~~Certificate of Incorporation with respect to its pre-Business Combination activities~~share. InOn ~~the~~October ~~event~~18, ~~that~~2023, ~~the~~we ~~Company~~issued ~~will not~~an beaggregate ~~the surviving company upon completion~~ of ~~a Business Combination~~2, ~~each holder of a Public Right will be required to affirmatively convert his~~156,249 ~~her~~Class orA ~~its~~Ordinary ~~rights in order~~ Shares to ~~receive~~ the ~~one-tenth~~Sponsor, ~~(1/10) of a share underlying each Public Right~~ upon ~~consummation of~~ the ~~Business~~ ~~Combination.~~conversion ~~No additional consideration will be required to be paid by a holder~~ of ~~Public~~an ~~Rights~~equal innumber ~~order to receive his, her or its additional shares~~ of Class AB ~~ordinary~~Ordinary ~~share~~Shares, ~~upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent~~ held by ~~affiliates of~~ the ~~Company)~~Sponsor. If ~~the~~As ~~Company~~of ~~enters~~March ~~into a definitive agreement for a Business Combination in which the Company will not be the surviving entity~~31, ~~the~~2024 ~~definitive~~and ~~agreement will provide for~~December ~~the~~31, ~~holders~~2023, ofthere ~~rights~~were to1 ~~receive~~shares ~~the same per share consideration the holders~~ of ~~the~~Class B ~~ordinary~~Ordinary ~~shares~~Shares ~~will~~outstanding, ~~receive in the transaction on an as-converted into ordinary share basis~~respectively.

~~The Company will not issue~~Holders ~~fractional shares in connection with an exchange~~ of ~~Public Rights. Fractional~~ shares ~~will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions~~ of ~~local~~Class ~~law.~~A AsOrdinary aShares ~~result,~~and ~~the~~shares ~~holders~~ of ~~the~~Class ~~Public~~B ~~Rights must~~Ordinary ~~hold~~Shares ~~rights~~vote intogether ~~multiples~~as ofa 10single inclass ~~order~~on ~~to receive shares for~~ all ofother ~~the~~matters ~~holders’ rights upon closing of a Business Combination.~~submitted ~~If the Company is unable~~ to ~~complete~~ a ~~Business~~vote ~~Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders~~ of ~~Public Rights will not receive any of such funds with respect to their Public Rights~~shareholders, ~~nor~~except ~~will~~for ~~they receive any distribution from~~ the ~~Company’s~~election ~~assets~~or ~~held~~removal ~~outside~~ of ~~the~~directors ~~Trust~~of ~~Account with respect to such Public Rights, and~~ the ~~Public Rights~~Board ~~will~~prior ~~expire worthless. Further, there are no contractual penalties for failure~~ to ~~deliver~~an ~~securities~~initial ~~to the holders of the Public Rights upon consummation of a~~ Business Combination. ~~Additionally,~~when only inClass noB ~~event~~Ordinary ~~will~~Shares ~~the~~are ~~Company~~entitled ~~be required~~ to ~~net cash settle the rights~~vote. ~~Accordingly, the rights may expire worthless.~~

17The shares of Class B Ordinary Shares will automatically convert into shares of Class A Ordinary Shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A Ordinary Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B Ordinary Shares shall convert into shares of Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Ordinary Shares issuable upon conversion of all shares of Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of Ordinary Shares outstanding upon the completion of the IPO plus all shares of Class A Ordinary Shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B Ordinary Shares into an equal number of shares of Class A Ordinary Shares, subject to adjustment as provided above, at any time.

~~Note 8 — Fair Value Measurements~~Rights

~~The~~Except in ~~fair~~cases ~~value~~where of the Company~~’s financial~~ ~~assets~~is ~~and~~not ~~liabilities~~the ~~reflects~~surviving ~~management’s~~company ~~estimate~~in ofa ~~amounts~~Business ~~that~~Combination, ~~the~~each ~~Company~~holder ~~would~~of ~~have~~a ~~received~~Public inRight ~~connection~~will ~~with~~automatically receive ~~the~~one-tenth ~~sale~~(1/10) of one Class A Ordinary Share upon consummation of a Business Combination, even if the ~~assets~~holder of a Public Right converted all shares held by him, her or ~~paid~~it in connection with ~~the~~a ~~transfer~~Business ofCombination ~~the~~or ~~liabilities~~an inamendment anto ~~orderly~~the ~~transaction~~Amended ~~between~~and ~~market~~Restated ~~participants~~Charter with atrespect ~~the~~to ~~measurement~~its ~~date~~pre-Business Combination activities. In ~~connection~~the ~~with~~event ~~measuring~~that the ~~fair~~Company ~~value~~will ofnot ~~its~~be ~~assets~~the ~~and~~surviving ~~liabilities~~company upon completion of a Business Combination, ~~the~~each ~~Company~~holder ~~seeks~~of a Public Right will be required to ~~maximize~~affirmatively ~~the~~convert his, her or its rights in order to receive ~~use~~the one-tenth (1/10) of ~~observable~~a ~~inputs~~share ~~(market~~underlying ~~data~~each ~~obtained~~Public ~~from~~Right ~~independent~~upon ~~sources)~~consummation ~~and~~of the Business Combination. No additional consideration will be required to ~~minimize~~ ~~the~~be ~~use~~paid by a holder of ~~unobservable~~Public ~~inputs~~Rights ~~(internal assumptions~~in ~~about~~order ~~how~~to ~~market~~receive ~~participants~~his, ~~would~~her ~~price~~or ~~assets~~its ~~and~~additional ~~liabilities)~~shares of Class A Ordinary Share upon consummation of a Business Combination. The ~~following~~shares ~~fair~~issuable ~~value~~upon ~~hierarchy~~exchange isof ~~used~~the Rights will be freely tradable (except to ~~classify~~the extent ~~assets~~held ~~and~~by ~~liabilities~~affiliates ~~based~~of onthe Company). If the ~~observable~~Company ~~inputs~~enters ~~and~~into ~~unobservable~~a ~~inputs~~definitive ~~used~~agreement for a Business Combination in ~~order~~which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to ~~value~~receive the ~~assets~~same ~~and~~per ~~liabilities:~~share consideration the holders of the Ordinary Shares will receive in the transaction on an as-converted into Ordinary Share basis.

The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of local law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the Rights may expire worthless.

As of March 31, 2024 and December 31, 2023, there were 8,625,000 Public Rights outstanding.

NOTE 8 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:  Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:  Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:  Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March ~~September 30~~31, ~~2023~~2024 and December 31, ~~2022~~2023, the assets held in the Trust Account were held in ~~treasury~~cash ~~funds.~~and ~~All~~money ofmarket ~~the~~funds ~~Company’s~~which ~~investments~~is ~~held~~invested primarily in ~~the Trust~~treasury ~~Account~~funds, ~~are classified as trading securities~~respectively.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at ~~September~~March 3031, ~~2023~~ 2024 and December 31, ~~2022~~2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Quoted Prices in Active Markets

~~Quoted Prices in Active Markets~~

Significant Other Observable Inputs

~~Significant Other Observable Inputs~~

Significant Other Unobservable Inputs

~~Significant Other Unobservable Inputs~~

September 30, 2023

Level

(Level 1)

(Level 2)

(Level 3)

March 31, 2024

Level

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in the Trust Account

11,154,582

—

Cash held in the Trust Account

11,487,149

—

Quoted Prices in Active Markets

~~Quoted Prices in Active Markets~~

Significant Other Observable Inputs

~~Significant Other Observable Inputs~~

Significant Other Unobservable Inputs

~~Significant Other Unobservable Inputs~~

December 31, 2022

Level

(Level 1)

(Level 2)

(Level 3)

December 31, 2023

Level

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in the Trust Account

88,525,575

—

Cash and investments held in the Trust Account

11,265,163

—

~~Note~~ NOTE 9 — SUBSEQUENT ~~Subsequent Events~~EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial ~~statement~~statements ~~was~~were issued. ~~and~~Based ~~determined that~~upon ~~there~~this ~~have been no events that have occurred~~review, other than as described below, the Company did not identify any subsequent events that would ~~require~~have ~~adjustments~~required toadjustment or ~~disclosures~~disclosure in the unaudited condensed financial ~~statement~~statements.

AsOn May ~~disclosed~~7, 2024, the Company the Notice Letter from the Panel indicating that the Panel had determined to delist the Company’s securities from Nasdaq and that trading in ~~Note~~the 1,Company’s securities would be suspended at the open of trading on ~~October~~ 18May 9, ~~2023~~2024, due to the Company’s failure ~~issued~~to ansatisfy ~~aggregate~~the terms of 2the Panel’s March 14,~~156,249~~ ~~Class~~2024 Adecision ~~Ordinary~~listed ~~Shares~~above. On May 1, 2024, the Company notified the Panel that it would not be able to close its initial Business Combination by the ~~Sponsor~~Panel’s May 20, ~~upon~~2024 deadline. Accordingly, the ~~Conversion~~Panel determined ofto andelist ~~equal number~~the ofCompany’s ~~Class~~securities Bfrom ~~Ordinary~~Nasdaq ~~Shares,~~as ~~held~~set byforth in the ~~Sponsor~~Notice Letter.

~~The~~Following ~~2,156,249~~suspension ~~Class~~of Atrading ~~Ordinary Shares~~on ~~issued~~Nasdaq, inthe ~~connection~~Company’s units, ~~with~~ordinary ~~the~~shares ~~Conversion~~and ~~are~~rights ~~subject~~have been eligible to ~~the~~trade ~~same~~on ~~restrictions~~the asOTC ~~applied~~Markets tounder the ~~Class~~tickers B“ACCUF,” ~~Ordinary Shares before~~“AIBAF,” ~~the~~and ~~Conversion~~“AACRF,” ~~including,~~respectively. ~~among~~Nasdaq ~~other~~will ~~things,~~complete ~~certain~~the ~~transfer~~delisting ~~restrictions,~~by ~~waiver~~filing a Notification of ~~redemption~~Removal ~~rights~~from Listing and/or Registration under Section 12(b) of the ~~obligation~~Securities toand ~~vote~~Exchange ~~in favor~~Act of an1934 ~~initial~~on ~~business~~Form ~~combination~~25 aswith ~~described~~the inSEC after the ~~prospectus~~applicable ~~for~~Nasdaq review and appeal periods have lapsed and/or upon the closing of the Company’s ~~IPO~~initial Business Combination.

On October 19, 2023, the Company held the Second Extension Meeting and approved, among other things, the Second Extension Amendment. In connection with the Second Extension Amendment, shareholders holding 16,501 ordinary shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result, $185,030 (approximately $11.21 per share) will be removed from the Trust Account to pay such holders.20

In connection with the Second Extension Amendment, on October 19, 2023, the Company issued the Second Extension Note in the aggregate principal amount of up to $750,000 to the Sponsor, pursuant to which the Second Extension Funds will be deposited into the Company’s Trust Account for the benefit of each Public Share that was not redeemed in connection with the extension of the Company’s termination date from October 21, 2023 to January 21, 2025.

The Company will deposit $50,000 per month into the Trust Account, which equates to approximately $0.05 per remaining Public Share, for each calendar month (commencing on October 21, 2023 and on the 21st day of each subsequent month) until January 21, 2025, or portion thereof, that is needed to complete an initial business combination, for up to an aggregate of $750,000. On October 20, 2023, the first installment of the Extension Funds was deposited into the Trust Account. After such funding, the Trust Account contains approximately $11.26 per remaining Public Share outstanding.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “us,” “our” or “we” refer to AIB Acquisition Corporation. ~~The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.~~

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q (this “Report”) including, without limitation, statements under this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of ~~management~~the Management for future operations, are forward- looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our ~~management~~Management, identify forward-looking statements. Such forward-looking ~~statements~~ statements are based on the beliefs of our ~~management~~Management, as well as assumptions made by, and information currently available to, our ~~management~~Management. ~~Actual~~ Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1 Financial Statements”. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company formed for the purpose of effecting a Business Combination with one or more target businesses. We intend to effectuate our Business Combination using cash from the proceeds of our ~~IPO~~Initial ~~and~~Public ~~the~~Offering ~~sale~~and of the ~~placement~~Private ~~units that occurred simultaneously with the completion of our IPO~~Placement, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure ~~you~~our shareholders that our plans to complete a Business Combination will be successful.

Recent Developments

On ~~October~~February 186, ~~2023~~2024, ~~the~~we instructed Continental ~~Company~~to ~~issued~~liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an ~~aggregate~~interest-bearing demand ofdeposit 2account at Citibank,~~156,249~~ ~~Class~~with AContinental ~~Ordinary~~continuing ~~Shares~~to act as trustee, tountil the ~~Sponsor,~~earlier ~~upon~~of the ~~Conversion~~consummation of anour ~~equal~~initial Business ~~number~~Combination ofor our liquidation. As a result, following the ~~Class B~~liquidation ~~Ordinary~~of investments in ~~Shares~~the Trust Account, ~~held~~the byremaining proceeds from the ~~Sponsor~~Initial Public Offering and Private Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

~~The~~PSI ~~2,156,249~~Business Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s IPO.Combination

On ~~October~~December 1927, 2023, ~~the Company~~we ~~held~~entered ~~the~~into ~~Second Extension Meeting and approved, among other things,~~ the ~~Second~~PSI Business ~~Extension~~Combination ~~Amendment.~~Agreement ~~In connection~~ with, the ~~Second Extension Amendment~~Sponsor, ~~shareholders~~the ~~holding 16~~Pubco,~~501~~ ~~ordinary shares exercised their right to redeem such shares for a pro rata portion of~~ the ~~Trust~~First ~~Account.~~Merger ~~As a result~~Sub, ~~$185,030.06 (approximately $11.21 per share) will be removed from~~ the ~~Trust~~Second ~~Account~~Merger toSub, ~~pay~~and ~~such holders~~PSI.

InPursuant ~~connection~~to ~~with~~ the ~~Second Extension~~PSI ~~Amendment~~Business Combination Agreement, subject onto ~~October~~the ~~19,~~terms ~~2023~~and conditions set forth therein, at the ~~Company~~Closing, ~~issued~~(i) the ~~Second~~First ~~Extension~~Merger ~~Note~~Sub inwill merge with and into PSI, with PSI surviving such merger as a wholly-owned subsidiary of the ~~aggregate~~Pubco ~~principal~~and ~~amount~~the outstanding shares of upPSI being converted into the right to ~~$750,000~~receive toshares of the ~~Sponsor,~~Pubco; ~~pursuant~~and to(ii) ~~which~~one business day following the First Merger, the Second ~~Extension~~Merger ~~Funds~~Sub will bemerge ~~deposited~~with and into ~~the~~our Company’s, with ~~Trust~~our ~~Account~~Company ~~for~~surviving the ~~benefit of~~Second ~~each~~Merger ~~outstanding~~as ~~Public~~a ~~Share~~wholly-owned ~~that~~subsidiary ~~was~~of ~~not~~the ~~redeemed~~Pubco inand ~~connection~~our ~~with~~outstanding ~~the~~securities ~~extension~~being ofconverted into the ~~Company’s~~right ~~termination~~to ~~date~~receive ~~from~~substantially ~~October 21,~~equivalent ~~2023~~securities toof ~~January~~the ~~21, 2025~~Pubco.

~~The~~On ~~Company~~December ~~will~~21, ~~deposit $50~~2023,~~000~~ ~~per~~we ~~month~~entered into ~~the~~an ~~Trust Account, which equates~~ amendment to ~~approximately~~the ~~$0.05~~Underwriting ~~per~~Agreement ~~remaining~~with ~~Public Share~~maxim, ~~for~~pursuant ~~each~~to ~~calendar month (commencing on October 21~~which, ~~2023~~in ~~and~~lieu onof the ~~21st day of each subsequent month) until January 21~~$3, ~~2025~~018,750 ordeferred ~~portion~~underwriting ~~thereof,~~fees ~~that~~payable isupon ~~needed~~the ~~to complete~~consummation of an initial ~~business~~Business ~~combination~~Combination, ~~for~~Maxim upor toits andesignee ~~aggregate~~will ofbe ~~$750,000.~~entitled Onto ~~October~~receive 20301,875 ~~2023,~~Deferred ~~the~~Underwriting ~~first~~Shares ~~installment~~(as ofdefined in the ~~Second~~PSI ~~Extension Funds~~Business ~~was~~Combination) ~~deposited~~upon ~~into~~ the ~~Trust~~consummation ~~Account.~~of ~~After such funding,~~ the ~~Trust~~PSI ~~Account~~Business ~~contains approximately $11~~Combination.~~26 per remaining Public Share outstanding.~~

On December 21, 2023, we engaged Maxim as our sole M&A advisor for the PSI Business Combination. The underwriter will be entitled to receive Pubco Ordinary Shares (as defined in the PSI Business Combination) as payment for its advisory services, which is equivalent to 1.0% of the equity value of the PSI, with unlimited piggyback registration rights and the same rights afforded other holders of the Pubco Ordinary Shares issued in the PSI Business Combination.

For a full description of the PSI Business Combination Agreement and the proposed PSI Business Combination, please see “Item 1. Business” in the 2023 Annual Report.

Extensions of Our Combination Period

We initially had until January 21, 2023, 12 months from the closing of our Initial Public Offering, to consummate our initial Business Combination. On January 18, 2023, we held the First Extension Meeting and approved, among other things, amendments to the Amended and Restated Charter to (i) extend the date by which we must consummate an initial Business Combination from January 21, 2023 to October 21, 2023, and (ii) to permit the Board, in its sole discretion, to elect to wind up our operations on an earlier date than October 21, 2023. In connection with the First Extension Amendments, Public Shareholders holding 7,623,698 Ordinary Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account. As a result, an aggregate amount of approximately $78,324,476 (approximately $10.27 per share) was removed from the Trust Account to pay such holders.

On October 19, 2023, we held the Second Extension Meeting and approved, among other things, an amendment to the Amended and Restated Charter to extend the date by which we have to consummate an initial Business Combination from October 21, 2023 to January 21, 2025, or such earlier date as determined by the Board of Directors. In connection with the Second Extension Amendment, Public Shareholders holding 16,501 Ordinary Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account. As a result, $185,030 (approximately $11.21 per share) was removed from the Trust Account to pay such holders.

We may seek to further extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares. Such redemptions will likely have a material adverse effect on the amount held in our Trust Account, our capitalization, principal shareholders and other impacts on our Company or Management Team, such as our ability to maintain our listing on the Nasdaq Global Market.

Nasdaq Notices

On February 13, 2024, the Company received a letter from the Nasdaq Staff indicating that the Company regained compliance with the MVPHS requirement. On March 14, 2024, the Panel issued its decision, which granted the Company’s request for continued listing, subject to certain conditions, including that (i) on or before May 1, 2024, the Company advises the Panel on the status of the SEC review of the registration statement on Form F-4 to be field with the SEC by PS International Group Ltd., an exempted company incorporated with limited liability in the Cayman Islands, relating to the PSI Business Combination and containing a proxy statement of the Company, (ii) or before May 15, 2024, the Company holds a shareholder meeting and obtain approval for completion of its initial business combination; and (iii) on or before May 20, 2024, the Company closes its Business Combination and the new entity shall demonstrate compliance with Listing Rule 5505.

On May 7, 2024, the Company received the Notice Letter from the Panel indicating that the Panel had determined to delist the Company’s securities from Nasdaq and that trading in the Company’s securities would be suspended at the open of trading on May 9, 2024, due to the Company’s failure to satisfy the terms of the Panel’s March 14, 2024 decision listed above. On May 1, 2024, the Company notified the Panel that it would not be able to close its initial Business Combination by the Panel’s May 20, 2024 deadline. Accordingly, the Panel determined to delist the Company’s securities from Nasdaq as set forth in the Notice Letter.

Founder Share Conversion

On October 18, 2023, we issued an aggregate of 2,156,249 Class A Ordinary Shares to the Sponsor, upon the conversion of an equal number of Class B Ordinary Shares, held by the Sponsor. The 2,156,249 Class A ordinary Shares issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Founder Share Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the IPO Registration Statement. For more information on the Founder Share Conversion, see “Item 1. Business” in the 2023 Annual Report.

Following the Founder Share Conversion and redemptions in connection with the vote to approve the Second Extension Amendment, there were (i) 3,612,025 Class A Ordinary Shares issued and outstanding and one Class B Ordinary Share issued and outstanding, and (ii) the Sponsor held 69.27% of the outstanding Class A Ordinary Shares.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from our inception through ~~September~~March 3031, ~~2023~~2024 were organizational ~~activities~~ activities and those necessary to prepare for the ~~IPO~~Initial Public Offering, described below, and since the ~~IPO~~Initial Public Offering, the search for a prospective and consummation of an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We expect to generate non-operating income in the form of interest income from the proceeds of the ~~IPO~~Initial Public Offering and Private Placement placed in the Trust Account. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended September 30, 2023, we had a net loss of $132,851, which primarily consists of general and administrative expenses of $225,510, offset by interest earned on investments held in the Trust Account of $96,384 and unrealized loss on investments held in the Trust Account of $3,725.22

For the three months ended ~~September~~ 30March 31, ~~2022~~2024, we had a net ~~income~~loss of $~~289~~399,~~067~~622, which primarily consists of ~~interest~~general ~~earned~~and onadministrative ~~investments~~expenses ~~held in the Trust Account~~ of $~~436~~521,~~655~~578, ~~and~~offset ~~unrealized~~by ~~gain~~interest earned on cash and investments held in the Trust ~~account~~Account of $22121,~~891, offset by general and administrative expenses of $170,479~~956.

19For the three months ended March 31, 2023, we had a net loss of $8,873, which primarily consists of general and administrative expenses of $288,676, offset by interest earned on investments held in trust account of $276,729 and unrealized gain on investments held in trust account of $3,074.

For the nine months ended September 30, 2023, we had a net loss of $472,231, which primarily consists of general and administrative expenses of $975,714, offset by interest earned on investments held in the Trust Account of $503,483.

For the nine months ended September 30, 2022, we had a net income of $15,567, which primarily consists of interest earned on investments held in the Trust Account of $598,072 and unrealized gain on investments held in the trust account of $9,373, offset by general and administrative expenses of $591,878.

Factors That May Adversely Affect Our Results of Operations

Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, ~~the~~public ~~ongoing~~health ~~effects of the COVID-19 pandemic~~considerations, ~~including resurgences~~ and ~~the~~ ~~emergence of new variants, and~~ geopolitical instability, such as the military ~~conflict~~ conflicts in Ukraine and the Middle East. We cannot at this time ~~fully~~ predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Liquidity, Capital Resources and Going Concern

As of ~~September~~March 3031, ~~2023~~2024, ~~the~~ ~~Company~~we had $326,~~404~~552 in ~~its~~our operating bank account and working capital deficit of $~~985~~2,~~490~~163,786, which excludes ~~investments~~cash held in the Trust Account, the liability for convertible note and deferred underwriting fee.

InOn ~~order~~January to20, ~~finance~~2023, ~~transaction costs~~ in connection with anthe ~~initial~~vote ~~Business~~to ~~Combination~~approve the First Extension Amendments, ~~our~~we ~~Sponsor~~issued orthe anFirst ~~affiliate~~Extension Note, a promissory note in the aggregate principal amount of $450,000 ~~our~~to the Sponsor, orpursuant ~~certain~~to which the First Extension Funds were deposited into the Trust Account in monthly installments for the benefit of ~~our~~each ~~officers~~Public ~~and~~Share ~~directors~~that ~~may~~was not redeemed in connection with the First Extension Amendments. The Sponsor agreed to pay $50,000 (or ~~but~~$0.05 ~~are~~per Public Share not ~~obligated~~redeemed) per month that the Board decided to take to complete an initial Business Combination, commencing ~~provide~~on usJanuary ~~with~~21, ~~Working~~2023 ~~Capital~~and ~~Loans~~continuing through October 21, ~~see~~2023. ~~Note~~As 5of inMarch ~~the~~31, ~~Related~~2024, ~~Parties~~an ~~section~~aggregate of $450,000 of the ~~notes~~First toExtension ~~the~~Funds has ~~unaudited~~been ~~condensed~~deposited ~~financial~~into ~~statements~~the Trust Account. The ~~management~~First ~~plans~~Extension toNote ~~continue~~bears ~~its~~no ~~efforts~~interest toand ~~complete~~is anrepayable in full upon the earlier of (i) the date of the consummation of the initial Business Combination, ~~within~~and (ii) the ~~Combination~~date ~~Period~~of our liquidation.

OnIn ~~January 20~~addition, ~~2023,~~in weorder ~~issued the~~to ~~First~~finance ~~Extension~~transaction costs ~~Note,~~in aconnection ~~promissory~~with ~~note~~an inintended ~~the~~initial ~~aggregate~~Business ~~principal~~Combination, ~~amount~~our ofSponsor upor toan ~~$450,000~~affiliate toof ~~the~~our Sponsor, ~~pursuant~~or tocertain ~~which~~of ~~the~~our officers ~~First~~and ~~Extension~~directors ~~Funds~~may, ~~will~~but beare ~~deposited~~not ~~into~~obligated ~~the~~to, ~~Trust~~loan ~~Account~~us inWorking ~~monthly~~Capital ~~installments~~Loans ~~for~~as ~~the~~may ~~benefit~~be ofrequired. ~~each~~Any ~~outstanding~~such ~~Public~~Working ~~Share that~~Capital ~~was~~Loans ~~not~~would ~~redeemed~~be on inan ~~connection~~interest-free basis ~~with~~and ~~the~~would ~~extension~~be ofrepaid ~~the~~only ~~end~~from offunds held outside the ~~Combination~~Trust ~~Period~~Account or from ~~January~~funds ~~21,~~released ~~2023~~ to ~~October~~us ~~21,~~upon ~~2023.~~completion ~~The~~of ~~Sponsor~~our ~~has~~initial ~~agreed~~Business toCombination. ~~pay~~Up to $501,500,000 ~~per~~of ~~month~~such ~~that~~Working ~~the~~Capital ~~Board~~Loans ~~decides~~may tobe ~~take~~convertible tointo ~~complete~~Conversion anUnits ~~initial~~at ~~Business~~a ~~Combination~~price of ~~into~~$10.00 ~~the~~per ~~Trust Account~~Conversion Unit, ~~which~~at ~~equates~~the tooption ~~approximately~~of $0the lender.05 ~~per~~The ~~remaining~~Conversion ~~Public~~Units ~~Share,~~would ~~for~~be ~~each~~identical ~~calendar~~to ~~month~~the ~~(commencing~~Private onUnits ~~January~~issued ~~21,~~to ~~2023 and~~our ~~continuing~~Sponsor. ~~through~~We ~~October~~do ~~21,~~not ~~2023,~~expect orto ~~portion~~seek ~~thereof),~~loans ~~for~~from upparties toother than our Sponsor or an ~~aggregate~~affiliate of ~~$450,000.~~our OnSponsor ~~January~~as ~~20,~~we ~~2023,~~do ~~the~~not ~~first~~believe ~~installment~~third ofparties ~~the~~will ~~First~~be ~~Extension~~willing ~~Funds~~to ~~was~~loan ~~deposited~~such ~~into~~funds ~~the~~and ~~Trust~~provide ~~Account.~~a Aswaiver ofagainst ~~September~~any ~~30,~~and ~~2023,~~all ~~$450,000~~rights ~~had~~to ~~been~~seek ~~deposited~~access ~~into~~to ~~the~~funds in our Trust Account.

On January 23, 2023, we issued the Working Capital Note, a promissory note in the principal amount of up to $500,000 to the Sponsor. The Working Capital Note was issued in connection with advances the Sponsor has made, and may make in the future, to us for working capital expenses. The Working Capital Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our initial Business Combination and (ii) the date that our winding up is effective. At the election of the Sponsor, up to $500,000 of the unpaid principal amount of the Working Capital Note may be converted into Conversion Units, each Conversion Unit consisting of one Class A ~~ordinary~~Ordinary ~~share~~Share and one right ~~exchangeable~~ exchangeable into one-tenth of one Class A ~~ordinary~~Ordinary ~~share~~Share, equal to: (x) the portion of the principal amount of this Working Capital Note being converted, divided by (y) $10.00, rounded up to the nearest whole number of ~~units~~Conversion Units. The Conversion Units are identical to the ~~units~~Private Units issued by us to the Sponsor in the ~~private~~Private ~~placement~~Placement. The Conversion Units and their underlying securities are entitled to the ~~registration~~ registration rights set forth in the Working Capital Note. As of ~~September~~March 3031, 2024 and December 31, 2023, there was an outstanding balance of $500,000 on the Working Capital Note.

On October 19, 2023, in connection with the ~~Company~~vote to approve the Second Extension Amendment we issued the Second Extension Note, a promissory note in the aggregate principal amount of up to $750,000 to the Sponsor, pursuant to which the Second Extension Funds ~~will~~are be deposited into the ~~Company’s~~ Trust Account for the benefit of each ~~outstanding~~ Public Share that was not redeemed in connection with the ~~extension~~Second ofExtension Amendment. The Sponsor agreed to pay $50,000 (or $0.05 per Public Share not redeemed) per month that the ~~Company’s~~Board ~~termination~~decides ~~date~~to ~~from~~take to complete an initial Business Combination, commencing on October 21, 2023 toand continuing through January 21, 2025. ~~The~~As ~~Company~~of ~~will deposit~~March 31, 2024, $50200,000 ~~per~~had ~~month~~been deposited into the Trust Account, ~~which~~in ~~equates~~connection towith ~~approximately~~the $0Second Extension Note.05 ~~per~~The ~~remaining~~Second ~~Public~~Extension ~~Share,~~Note ~~for~~bears ~~each~~no ~~calendar~~interest and is ~~month~~repayable ~~(commencing~~in onfull ~~October~~upon ~~21,~~the ~~2023~~earlier ~~and~~of on(a) the ~~21st~~date ~~day~~of the consummation of ~~each~~the ~~subsequent~~initial ~~month~~Business Combination, and (b) ~~until~~the ~~January~~date 21of our liquidation. As of March 31, ~~2025~~2024, orthe ~~portion~~Trust ~~thereof,~~Account ~~that is~~contains ~~needed~~approximately to$11.66 ~~complete~~per anremaining ~~initial~~Public ~~business~~Share ~~combination,~~outstanding. ~~for~~As upof toMay 21, 2024, an aggregate of $~~750~~400,000. On(plus ~~October~~applicable ~~20,~~interest) ~~2023, the first installment~~ of the Second Extension Funds ~~was~~had been deposited into the Trust Account which covers the extension period through June 21, 2024. ~~After~~As such ~~funding~~, total Second Extension Funds deposited to date covers the ~~Trust~~first ~~Account~~eight ~~contains~~months ~~approximately~~of ~~$11.26 per~~extension ~~remaining~~permitted ~~Public~~by ~~Share~~the ~~outstanding~~Second Extension Amendment.

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 other 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. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

20In connection with the our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” Management has determined that mandatory liquidation, should an initial Business Combination not occur within the Combination Period, and potential subsequent dissolution raises substantial doubt about the our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements and notes thereto included elsewhere in this Report.

OnWe ~~January~~have ~~19, 2023, upon the shareholders’ approval of the Trust Amendment Proposal, the Company~~ entered into the ~~Trust~~Administrative ~~Amendment to extend the date by which~~Support ~~the~~Agreement, ~~Company~~pursuant ~~would be required~~ to ~~consummate~~which, awe ~~Business~~pay ~~Combination~~our ~~from~~Sponsor ~~January~~up 21to $10,000 ~~2023~~per tomonth ~~October~~for ~~21,~~office ~~2023~~space, oradministrative ~~such~~and ~~earlier~~support ~~date~~services. asUpon ~~determined~~completion byof ~~the~~our ~~Board,~~initial inBusiness ~~its~~Combination ~~sole~~or ~~discretion.~~our ~~Subsequently~~liquidation, Onwe ~~October~~will ~~19,~~cease ~~2023,~~paying ~~upon~~any ~~the shareholders’ approval~~ of ~~the~~these ~~Second Extension~~monthly ~~Amendment~~fees. Accordingly, ~~the~~in ~~Company extended~~ the event ~~date by which~~ the ~~Company~~consummation ~~would~~of beour ~~required~~initial ~~to consummate a~~ Business Combination ~~from~~takes ~~October 21~~the maximum 36 months, ~~2023~~or tountil January 21, 2025, orour ~~such~~Sponsor ~~earlier~~will be ~~date~~paid asup ~~determined~~to ~~by the Board~~$10,000 inper ~~its~~month ~~sole discretion. As a result~~($360,000 wein ~~have up to 36 months from~~ the ~~closing~~aggregate) offor ~~the~~office ~~IPO on January 21~~space, ~~2022~~administrative toand ~~consummate~~support aservices ~~Business~~and ~~Combination, unless further extended as permitted by our charter. It~~ is ~~uncertain~~entitled ~~that we will be able~~ to ~~consummate a Business Combination by this time. If a Business Combination is not consummated by~~ ~~this date, there will~~ be areimbursed ~~mandatory~~for ~~liquidation~~any ~~and subsequent dissolution~~out-of-pocket expenses.

InFor ~~connection~~more ~~with~~information on the ~~our assessment~~agreements ofwe ~~going~~have entered ~~concern~~into ~~considerations~~with Maxim in ~~accordance~~connection with ~~FASB~~the ~~ASC~~PSI ~~Topic~~Business ~~205-40~~Combination, ~~“Presentation~~please ofsee ~~Financial~~“PSI ~~Statements — Going Concern,” management has determined that mandatory liquidation, should an initial~~ Business Combination” ~~not~~in ~~occur, and potential subsequent dissolution raises substantial doubt about~~ the ~~our ability to continue as a going concern for a reasonable period of time,~~2023 ~~which~~Annual ~~is considered to be one year from the issuance of the financial statements~~Report.

JOBS Act

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 Estimates

The preparation of unaudited condensed financial statements and related disclosures in conformity with ~~accounting~~GAAP ~~principles generally accepted in the United States of America~~ requires ~~management~~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 unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of the end of the reporting period, we have not identified any critical accounting estimates.

Recent Accounting Standards

InManagement ~~August~~does ~~2020,~~not ~~the~~believe ~~FASB issued~~that ~~Accounting~~any ~~Standards Update (“ASU”) No. 2020-06~~recently issued, ~~Debt~~but —not ~~debt~~yet 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”)effective, ~~which simplifies~~ accounting ~~for~~standards, ~~convertible~~if ~~instruments~~currently byadopted, ~~removing major~~would ~~separation~~have ~~models~~a ~~required~~material ~~under~~effect ~~current~~on ~~U.S.~~the ~~GAAP.~~unaudited ~~The~~condensed ~~ASU also removes certain settlement conditions that are required for equity-linked~~financial ~~contracts~~statements ~~to qualify for the derivative scope exception,~~ and itnotes ~~simplifies~~thereto ~~the~~included ~~diluted~~elsewhere ~~earnings per share calculation~~ in ~~certain~~this ~~areas~~Report. ~~The Company adopted ASU 2020-06 on June 18, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.~~

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our ~~management~~Management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. ~~Disclosure~~ Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to ~~management~~our Management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarterly period ended ~~September~~March 3031, ~~2023~~2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2224

PART II: Other Information

Item 1. Legal Proceedings.

To the knowledge of our ~~management~~ Management team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. AsFor ofadditional ~~the~~risks ~~date~~relating ofto ~~this Report, other~~our ~~than disclosed below~~operations, ~~there~~see ~~have been no material changes to~~ the ~~risk~~section ~~factors~~titled ~~previously~~“Risk ~~disclosed~~Factors” contained in our (i) our final prospectus filed with the SEC for our IPO; (ii) Annual Report on Form 10-K for the fiscal years ended December 31, 2021, 2022, and ~~2021,~~2023 as filed with the SEC on March 29, 2022, March 29, 2023, and on March 2921, ~~2022~~2024, respectively; (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2023, June 30, 2023, March 31, 2023, September 30, 2022, June 30, 2022, and March 31, 2022, as filed with the SEC on November 14, 2023, August 11, 2023, May 15, 2023, November 14, 2022, August 10, 2022 and May 13, 2022, respectively; and (iv) definitive proxy statement, as filed with the SEC on October 5, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

~~Military~~For orrisks ~~other~~related ~~conflicts in Ukraine, the Middle East or elsewhere may lead~~ to ~~increased volume~~ PSI and ~~price~~the ~~volatility~~PSI ~~for~~Business ~~publicly traded securities~~Combination, orplease ~~affect~~see the ~~operations~~ orregistration ~~financial~~statement ~~condition~~on ofForm ~~potential~~F-4 ~~target~~to ~~companies,~~be ~~which~~field ~~could~~by ~~make~~Pubco itwith ~~more~~the ~~difficult~~SEC ~~for~~once ~~us to consummate an initial Business Combination~~filed.

Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination on acceptable commercial terms, or at all.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

~~On October 18, 2023, the Company issued an aggregate of 2,156,249 of the Company’s Class A ordinary shares, par value $0~~None.~~0001 per share to the Sponsor, upon the Conversion of an equal number of the Company’s Class B ordinary shares, par value $0.0001 per share, held by the Sponsor.~~

The issuance of the Class A Ordinary Shares upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

Use of Proceeds

For a description of the use of proceeds generated in our IPO and the related private placement, see Part II, Item 5 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 29, 2022. There has been no material change in the planned use of the proceeds from our IPO and the private placement as is described in the Company’s final prospectus related to our IPO.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~There were no such repurchases of our equity securities by us or an affiliate during the fiscal quarter covered by the Report~~None.

Period

(a) Total number of shares (or units) purchased

(b) Average price paid per share (or unit)

(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs

July 1 – July 31, 2023

—

August 1 – August 31, 2023

—

September 1 – September 30, 2023

—

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information

~~None.~~Trading Arrangements

24During the quarterly period ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Additional Information

On January 20, 2022, the Company entered into an engagement agreement with HG, LLP, an affiliate of Jie Gao, the Chief Financial Officer of the Company, pursuant to which HG, LLP would provide certain financial advisor services in connection with assisting the Company in preparing the financial portions of the Company’s quarterly reports and annual reports. The Company will pay HG, LLP $5,000 for each 10-Q filing and $10,000 for each 10-K filing. As of March 31, 2024, an aggregate of $60,000 had been paid to HG, LLP for such services. Jie Gao serves as the Managing Member of HG, LLP. Each member of the Company’s audit committee has been informed of Ms. Gao material interest in the engagement agreement, and the Company’s audit committee has determined that the engagement is fair and in the best interests of the Company and has voted to ratify the engagement.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.		Description of Exhibit
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith. ** Furnished herewith

25** Furnished herewith

SIGNATURES

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

Date: November 13, 2023	AIB ACQUISITION CORPORATION
Date: May 22, 2024	AIB ACQUISITION CORPORATION
	By:	/s/ Eric Chen
	Name:	Eric Chen
	Title:	Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Jie Gao
	Name:	Jie Gao
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

2627

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