UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2022~~2023

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

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

For the transition period from to

Commission file number: 001-41230

AIB ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(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)

(Zip Code)

Registrant’s telephone number, including area code: (212) 380-8128

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
Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share and one right to receive one-tenth (1/10) of one Class A ordinary share	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
Rights, each entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share	AIBBR	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ~~Exchange~~ Act. Yes ☐ No ☒

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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

~~The~~Indicate ~~aggregate market value of the outstanding shares of the registrant’s Class A ordinary shares, other than shares held~~ by ~~persons~~check ~~who~~mark ~~may~~whether ~~be deemed affiliates of~~ the registrant, ~~computed~~is bya ~~reference~~shell tocompany ~~the~~(as ~~closing~~defined ~~price~~in ~~for~~Rule ~~the~~12b-2 ~~Class~~of ~~A ordinary shares on June 30, 2022, as reported on~~ the ~~Nasdaq~~Act). ~~Stock~~Yes ~~Market was~~☒ ~~$86,549,816.5.~~No ☐

AsThe ofaggregate ~~March~~market ~~29,~~value ~~2023,~~of ~~there~~the ~~were~~outstanding shares ~~1,472,277~~of the registrant’s Class A ~~ordinary~~ ~~shares~~Ordinary Shares, ~~par~~other ~~value~~than ~~$0.0001~~shares ~~per~~held ~~share,~~by ~~and~~persons 2who may be deemed affiliates of the registrant,~~156,250~~ computed by reference to the closing price for the Class B ~~ordinary~~A ~~shares,~~Ordinary ~~par~~Shares ~~value~~on ~~$0.0001~~June ~~per~~30, ~~share~~2023, the last business day of the registrant’s ~~issued~~most ~~and~~recently ~~outstanding~~completed second fiscal quarter, as reported on the Nasdaq Stock Market LLC was $12,212,907.68.

As of March 21, 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.

TABLE OF CONTENTS

		PAGE
PART I		1
Item 1.	Business.	1
Item 1A.	Risk Factors.	1520
Item 1B.	Unresolved Staff Comments.	1726
Item 2.	Properties.	17
Item 1C	Cybersecurity	26
Item 3.	Legal Proceedings.	17
Item 2.	Properties.	26
Item 4.	Mine Safety Disclosures.	17
Item 3.	Legal Proceedings.	26
PART II		18
Item 4.	Mine Safety Disclosures.	26
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	18
PART II		27
Item 6.	[Reserved]	18
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	27
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 6.	[Reserved]	28
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	28
Item 8.	Financial Statements and Supplementary Data.	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	32
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	22
Item 8.	Financial Statements and Supplementary Data.	32
Item 9A.	Controls and Procedures.	22
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	32
Item 9B.	Other Information.	23
Item 9A.	Controls and Procedures.	32
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	23
Item 9B.	Other Information.	33
PART III		24
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	33
Item 10.	Directors, Executive Officers and Corporate Governance.	24
PART III		34
Item 11.	Executive Compensation.	28
Item 10.	Directors, Executive Officers and Corporate Governance.	34
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	28
Item 11.	Executive Compensation.	38
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	38
Item 14.	Principal Accountant Fees and Services.	33
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	40
PART IV		34
Item 14.	Principal Accountant Fees and Services.	42
Item 15.	Exhibit and Financial Statement Schedules.	34
PART IV		43
Item 16.	Form 10-K Summary.	34
Item 15.	Exhibit and Financial Statement Schedules.	43
Item 16.	Form 10-K Summary.	43

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report (as defined below), including, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other ~~business~~Business ~~combination~~Combination (as defined below) and any other statements that are not statements of current or historical facts. These statements are based on ~~management~~Management’s (as defined below) current expectations, but actual results may differ materially due to various factors, including, but not limited to:

● our ability to complete our initial ~~business~~Business ~~combination~~Combination, including the PSI Business Combination (as defined below);

● our ~~success~~expectations inaround ~~retaining~~the orperformance ~~recruiting,~~of orthe ~~changes~~prospective ~~required~~target ~~in,~~business ~~our~~or ~~officers~~businesses, ~~key~~such ~~employees~~as orPSI ~~directors~~(as ~~following~~defined ~~our initial business combination~~below);

● our ~~officers~~success ~~and~~in ~~directors~~retaining ~~allocating~~or ~~their~~recruiting, ~~time~~or tochanges ~~other~~required ~~businesses~~in, ~~and~~our ~~potentially~~officers, ~~having~~key ~~conflicts~~employees ~~of interest with our business~~ or indirectors ~~approving~~following our initial ~~business~~Business ~~combination, as a result of which they would then receive expense reimbursements~~Combination;

● our ~~potential~~officers ~~ability~~and todirectors ~~obtain~~allocating ~~additional~~their ~~financing~~time to ~~complete~~other businesses and potentially having conflicts of interest with our business or in approving our initial ~~business~~Business ~~combination~~Combination, as a result of which they would then receive expense reimbursements;

● the ~~ability~~potential ofincentive ~~our~~to ~~officers~~consummate ~~and~~an ~~directors~~initial Business Combination with an acquisition target that subsequently declines in value or is unprofitable for public investors due to ~~generate~~the alow ~~number~~initial ofprice ~~potential~~for ~~acquisition~~the ~~opportunities;~~Founder ●Shares ~~our~~(as ~~pool~~defined ofbelow) ~~prospective~~paid ~~target~~by ~~businesses~~our Sponsor (as defined below);

●

our potential ability to obtain additional financing to complete our initial Business Combination;

	●	the ability of our officers and directors to generate additional potential acquisition opportunities, if necessary;

	●	our pool of prospective target businesses;

●

our public securities’ potential liquidity and trading;

●

the lack of a market for our securities;

● the use of proceeds not held in the ~~trust~~Trust ~~account~~Account (as defined below) or available to us from interest income on the ~~trust~~Trust ~~account~~Account balance; or

● ~~our~~the ~~financial~~Trust ~~performance.~~Account not being subject to claims of third parties;

●

the impact on the amount held in the Trust Account, our capitalization, principal shareholders and other impacts on our Company (as defined below) or Management Team should we seek to further extend the Combination Period (as defined below) consistent with applicable laws, regulations and stock exchange rules;

●

our financial performance; or

●

the other risks and uncertainties discussed in “Item 1A. Risk Factors” below.

Additionally, on January 24, 2024, the SEC (as defined below) adopted the 2024 SPAC Rules (as defined below), which will become effective on July 1, 2024, that will affect SPAC (as defined below) Business Combination transactions. The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC Business Combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for Business Combination registration statements. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Unless otherwise stated in this Report, or the context otherwise requires, references to:

● “~~ASC~~2021 Annual Report” are to ~~the~~our ~~FASB~~Annual ~~(as~~Report ~~defined~~on ~~below)~~Form ~~Accounting~~10-K ~~Standards~~for ~~Codification;~~the ●fiscal ~~“ASU”~~year ~~are~~ended toDecember 31, 2021, as filed with the ~~FASB~~SEC ~~Accounting~~on ~~Standards~~March ~~Update~~29, 2022;

● “~~board~~2022 ofAnnual ~~directors,~~Report” ~~“board”~~are orto ~~“directors”~~our ~~are~~Annual toReport on Form 10-K for the ~~board~~fiscal ofyear ~~directors~~ended ofDecember ~~the~~31, ~~Company~~2022, (as ~~defined~~filed ~~below)~~with the SEC on March 29, 2023;

	●	“business combination” are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;
	●	“Class A ordinary shares” are to the Class A ordinary shares of the Company, par value $0.0001 per share;

●

“2024 SPAC Rules” are to the new rules and regulations for SPACs adopted by the SEC on January 24, 2024, which will become effective on July 1, 2024;

● “~~Class~~Administrative BSupport ~~ordinary shares~~Agreement” are to the ~~Class~~Administrative BSupport ~~ordinary~~Agreement, ~~shares~~dated ofJanuary ~~the~~18, ~~Company~~2022, ~~par~~which ~~value~~we ~~$0.0001~~entered ~~per~~into ~~share~~with our Sponsor;

	●	“Combination Period” are to the 21-month period, from the closing of the initial public offering (as defined below) to October 21, 2023 (or such earlier date as determined by the board) as extended by the Extension Amendments (as defined below), unless further extended pursuant to our second amended and restated memorandum and articles of association (as defined below), that the Company has to consummate an initial business combination;
	●	“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

●

“Amended and Restated Charter” are to our Second Amended and Restated Memorandum and Articles of Association, as amended and currently in effect;

● “~~Continental~~ASC” are to ~~Continental~~the ~~Stock~~FASB ~~Transfer & Trust Company, trustee of our trust account~~ (as defined below), ~~the~~Accounting ~~transfer~~Standards ~~agent of our ordinary shares and the rights agent for our rights (as defined below)~~Codification;

● “~~Conversion Units~~ASU” are to the ~~units~~FASB ~~(as~~Accounting ~~defined~~Standards ~~below) issuable in connection with the Working Capital Note (as defined below) consisting of one Class A ordinary share and one right exchangeable into one-tenth of one Class A ordinary share~~Update;

●

“Audit Committee” are to the audit committee of our Board of Directors (as defined below);

●

“Board of Directors,” or “Board” are to our board of directors;

●

“Business Combination” are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

●

“Class A Ordinary Shares” are to our Class A ordinary shares , par value $0.0001 per share;

●

“Class B Ordinary Shares” are to our Class B ordinary shares , par value $0.0001 per share;

●

“Combination Period” are to the 36-month period, from the closing of the Initial Public Offering (as defined below) to January 21, 2025 (or such earlier date as determined by the Board) as extended by the Second Extension Amendment (as defined below), that we have to consummate an initial Business Combination; provided that the Combination Period may be further extended pursuant to an amendment to the Amended and Restated Charter and consistent with applicable laws, regulations and stock exchange rules;

●

“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

●

“Company,” “our,” “we,” or “us” are to AIB Acquisition Corporation, a Cayman Islands exempted company;

●

“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account, the transfer agent of our Ordinary Shares and the rights agent for our Rights (as defined below);

●

“Conversion Units” are to the units issuable in connection with the Working Capital Note (as defined below) consisting of one Class A Ordinary Share and one right exchangeable into one-tenth of one Class A Ordinary Share;

●

“DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;

● “Exchange Act” are to the Securities Exchange Act of 1934, as amended; ● “Extension Amendments” are to amendments to the second amended and restated memorandum and articles of association adopted at the Extraordinary Meeting (as defined below); ● “Extension Funds” are to up to $450,000 to be deposited into the trust account in connection with the Extension Amendments; ● “Extension Note” are to the unsecured promissory note in the aggregate amount of up to $450,000 issued by the sponsor (as defined below) to the Company in connection with the Extension Amendments; ● “Extension Redemptions” are to the redemption of ordinary shares in connection with the Extension Amendments;

● “Extraordinary Meeting” are to the extraordinary general meeting of shareholders of the Company held on January 18, 2023;

● “FASB” are to the Financial Accounting Standards Board;

iii

● “~~founder~~Exchange ~~shares~~Act” are to ~~our Class B ordinary shares initially purchased by our sponsor~~ the ~~private~~Securities ~~placement~~Exchange ~~and~~Act ~~the Class A ordinary shares that will be issued upon the automatic conversion~~ of ~~the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt~~1934, ~~such Class A ordinary shares will not be “public shares” (~~as ~~defined below))~~amended;

● “~~GAAP~~Excise Tax” are to the ~~accounting~~U.S. ~~principles~~federal ~~generally~~1% ~~accepted~~excise intax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the ~~United~~Inflation ~~States~~Reduction Act of ~~America~~2022;

● “~~IFRS~~FASB” are to the ~~International~~ Financial ~~Reporting Standards, as issued by the International~~ Accounting Standards Board;

● “~~initial~~First ~~public~~Extension ~~offering~~Amendments” orare ~~“IPO”~~to ~~are~~amendments to the ~~initial~~Amended ~~public~~and ~~offering~~Restated ~~that~~Charter ~~was~~adopted ~~consummated~~at by the ~~Company~~First onExtension ~~January~~Meeting ~~21,~~(as ~~2022~~defined below);

● “~~initial~~First ~~shareholders~~Extension Funds” are to ~~our~~up ~~sponsor~~to ~~and~~$450,000 ~~other~~to ~~holders~~be ofdeposited ~~our~~into ~~founder~~the ~~shares~~Trust ~~prior~~Account toin ~~our~~connection ~~initial~~with ~~public~~the ~~offering~~First Extension Amendments;

●

“First Extension Meeting” are to our extraordinary general meeting of our shareholders held on January 18, 2023;

●

“First Extension Note” are to the unsecured promissory note in the aggregate amount of up to $450,000 we issued to the Sponsor in connection with the First Extension Amendments;

●

“First Merger Sub” are to PSI Merger Sub I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Pubco (defined below);

●

“Founder Share Conversion” are to the 2,156,249 Class A Ordinary Shares issued on October 18, 2023 to the Sponsor upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsor as Founder Shares;

●

“Founder Shares” are to our Class B Ordinary Shares initially purchased by our Sponsor in the Private Placement (as defined below) and the Class A Ordinary Shares that (i) will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our initial Business Combination (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below)) and (ii) were issued in connection with the Founder Share Conversion upon the conversion of an equal number of Class B Ordinary Shares;

	●	“GAAP” are to the accounting principles generally accepted in the United States of America;

	●	“IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

●

“Initial Public Offering” or “IPO” are to the initial public offering we consummated on January 21, 2022;

●

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

●

“IPO Promissory Note” are to that certain unsecured promissory note in the aggregate principal amount of up to $300,000 we issued to our Sponsor on July 30, 2021, as amended and restated on December 31, 2021;

●

“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on January 5, 2022 (File No. 333-260594), as amended and declared effective on January 18, 2022;

●

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

● “~~letter~~Letter ~~agreement~~Agreement” ~~refers~~are to the letter agreement we entered into ~~between~~on usJanuary ~~and~~18, ~~our~~2022 ~~initial~~with ~~shareholders~~our Sponsor, directors and officers;

● “~~management~~Management” or our “~~management~~Management ~~team~~Team” are to our officers and directors ~~and any other advisors described in “Item 10. Directors, Executive Officers and Corporate Governance”~~;

● “Maxim” are to Maxim Group LLC, the representative of the underwriters in our ~~initial~~Initial ~~public~~Public ~~offering~~Offering;

● “Nasdaq” are to the Nasdaq Global Market;

● “ordinary shares” are to the Class A ordinary shares and the Class B ordinary shares;

● “PCAOB” are to the Public Company Accounting Oversight Board (United States);

● “private placement” are to the private placement of units that occurred simultaneously with the closing of our initial public offering; ● “private placement units” are to the units issued to our sponsor in the private placement; ● “private rights” are to the rights underlying the private units;

● “private shares” are to the Class A ordinary shares underlying the private units;

● “public rights” or “rights” are to our rights sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

● “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

● “~~public shareholders~~Nasdaq” are to the ~~holders~~Nasdaq ofStock ~~our~~Market public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public sharesLLC;

● “~~Registration~~Ordinary ~~Statement~~Shares” are to the ~~Registration~~Class ~~Statement~~A onOrdinary ~~Form~~Shares ~~S-1~~and ~~filed with~~ the ~~SEC~~Class ~~(as~~B ~~defined~~Ordinary ~~below) on January 5, 2022 (File No. 333-260594), as amended and declared effective on January 18, 2022~~Shares;

● “~~Report~~PCAOB” are to ~~this Annual Report on Form 10-K for~~ the ~~fiscal~~Public ~~year~~Company ~~ended~~Accounting ~~December~~Oversight ~~31,~~Board ~~2022~~(United States);

●

“Private Placement” are to the private placement of Private Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering;

●

“Private Units” are to the units issued to our Sponsor in the Private Placement;

●

“Private Rights” are to the rights underlying the Private Units;

●

“Private Shares” are to the Class A Ordinary Shares underlying the Private Units;

●

“PSI” are to PSI Group Holdings Ltd, a Cayman Islands exempted company;

●

“PSI Business Combination” are to the transactions and agreements contemplated by the PSI Business Combination Agreement (as defined below);

●

“PSI Business Combination Agreement” are to the Business Combination Agreement, dated as of December 27, 2023, which we entered into with the Sponsor, the Pubco; First Merger Sub, Second Merger Sub (as defined below), and PSI;

●

“PSI Registration Statement” are to a registration statement on Form F-4 to be field with the SEC by the Pubco, relating to the PSI Business Combination and containing a proxy statement of our Company;

●

“Pubco” are to PS International Group Ltd., a Cayman Islands exempted company;

●

“Public Rights” are to our rights sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

●

“Public Shares” are to our Class A Ordinary Shares sold as part of the Units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

●

“Public Shareholders” are to the holders of our Public Shares, including our Sponsor, officers and directors to the extent our Sponsor, officers or directors purchase Public Shares, provided their status as a “Public Shareholder” shall only exist with respect to such Public Shares;

●

“Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

●

“Rights” are to our Public Rights and Private Rights, together;

●

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

●

“SEC” are to the U.S. Securities and Exchange Commission;

	●	“second amended and restated memorandum and articles of association” are to our memorandum and articles of association in effect upon completion of our initial public offering, as amended;
	●	“Securities Act” are to the Securities Act of 1933, as amended;

●

“Second Extension Amendment” are to the amendment to the Amended and Restated Charter adopted at the Second Extension Meeting (as defined below);

●

“Second Extension Funds” are to up to $750,000 to be deposited into the Trust Account in connection with the Second Extension Amendment;

●

“Second Extension Meeting” are to the extraordinary general meeting of our shareholders in lieu of an annual general meeting of shareholders held on October 19, 2023;

●

“Second Extension Note” are to the unsecured promissory note in the aggregate amount of up to $750,000 we issued to the Sponsor in connection with the Second Extension Amendment;

●

“Second Merger Sub” are to PSI Merger Sub II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Pubco;

●

“Securities Act” are to the Securities Act of 1933, as amended;

●

“SPACs” are to special purpose acquisition companies;

● “~~sponsor~~Sponsor” are to AIB LLC, a Delaware limited liability company;

	●	“trust account” are to the U.S.-based trust account in which an amount of $87,112,500 from the net proceeds of the sale of the units in the initial public offering and private units in the private placement was initially placed following the closing of the initial public offering and the exercise of the over-allotment option;
	●	“trust agreement” are to the Investment Management Trust Agreement, dated January 18, 2022, by and between Continental and the Company governing the trust account; as amended on January 19, 2023, upon the shareholders’ approval of the Extension Amendments;

●

“Trust Account” are to the U.S.-based trust account in which an amount of $87,112,500 from the net proceeds of the sale of the Units in the Initial Public Offering and Private Units in the Private Placement was initially placed following the closing of the Initial Public Offering and the exercise of the over-allotment option;

●

“Trust Agreement” are to the Investment Management Trust Agreement, dated January 18, 2022, which we entered into with Continental governing the Trust Account; as amended on January 19, 2023, upon the shareholders’ approval of the First Extension Amendments;

●

“UHY” are to UHY LLP, our independent registered public accounting firm;

● “~~units~~Units” are to the units sold in our ~~initial~~Initial ~~public~~Public ~~offering~~Offering, which consist of one ~~public~~Public ~~share~~Share and one ~~public~~Public ~~right~~Right;

● “~~we,” “us,” “Company” or “our Company” are to AIB Acquisition Corporation; ● “~~Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a ~~business~~Business ~~combination~~Combination, the ~~initial~~Sponsor ~~shareholders~~ or an affiliate of the ~~initial~~Sponsor ~~shareholders~~ or certain of ~~the~~our ~~Company’s~~ directors and officers may, but are not obligated to, loan ~~the Company~~us;

● “Working Capital Note” are to the promissory note we issued to our ~~sponsor~~Sponsor on January 23, 2023 in the principal amount of up to $500,000; and

●

“$”are to the United States dollar.

vvi

PART I

Item 1. Business.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting our initial ~~business~~Business ~~combination~~Combination.

While we may pursue an initial ~~business~~ ~~combination~~Business Combination target in any business, industry or geographical location, we have focused and will continue to focus our search on businesses in the financial technology industries. ~~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.~~ We believe that we will add value to these businesses primarily by providing them with access to the U.S. capital markets.

The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

Initial Public Offering

On January 21, 2022, we consummated our ~~initial~~Initial Public ~~public~~Offering ~~offering~~ of 8,625,000 ~~units~~Units, including 1,125,000 ~~units~~Units issued ~~to the underwriters~~ upon the full exercise of the underwriters’ over-allotment option. Each ~~unit~~Unit consists of ~~one~~Public ~~Class A ordinary share~~Share, and one ~~right~~Public Right, with each ~~right~~Public Right entitling the holder thereof to receive one-tenth (1/10) of one Class A ~~ordinary~~Ordinary ~~share~~Share upon the consummation of an initial ~~business~~Business ~~combination~~Combination. The ~~units~~Units were sold at a price of $10.00 per ~~unit~~Unit, generating gross proceeds ~~to the Company~~ of $86,250,000.

Simultaneously with the closing of the ~~initial~~Initial Public ~~public offering~~Offering, we completed the private sale of an aggregate of 388,750 ~~units~~Units to our ~~sponsor~~Sponsor and Maxim in the Private Placement at a ~~purchase~~ purchase price of $10.00 per ~~private~~Private ~~unit~~Unit, generating gross proceeds of $3,887,500.

A total of $87,112,500, comprised of $83,225,000 of the proceeds from the ~~initial~~Initial ~~public~~Public ~~offering~~Offering and $3,887,500 of the proceeds of the ~~sale~~Private ofPlacement ~~the private units~~ was placed in the ~~trust~~Trust ~~account~~ Account maintained by Continental, acting as trustee.

It is the job of our ~~sponsor~~ Sponsor and ~~management~~Management ~~team~~ Team to complete our initial ~~business~~Business ~~combination~~Combination. Our ~~management~~Management ~~team~~Team is led by Eric Chen, our Chief Executive Officer, and Alex Hoerger, our Chairman of the Board. We must complete our initial ~~business~~Business ~~combination~~Combination by ~~October~~January 21, ~~2023~~2025, the current end of our Combination Period. If our initial ~~business~~Business ~~combination~~Combination is not consummated by the end of the Combination Period, then unless our ~~existence~~Board of Directors shall otherwise determine, our existence will terminate, and we will distribute all amounts in the ~~trust~~Trust ~~account~~Account.

~~Extension~~PSI ~~Amendments~~Business ~~and Redemption~~Combination

On ~~January~~December 1827, 2023, we ~~held~~ entered into the ~~Extraordinary~~PSI Business ~~Meeting~~Combination ~~and~~Agreement ~~approved,~~with ~~among~~the ~~other~~Sponsor, ~~things~~the Pubco, ~~amendments~~the toFirst Merger Sub, the ~~second~~Second ~~amended~~Merger Sub and ~~restated~~PSI. ~~memorandum~~Pursuant ~~and~~to ~~articles~~the ofPSI ~~association~~Business toCombination ~~(i)~~Agreement, ~~extend~~subject to the ~~date~~terms byand ~~which~~conditions weset ~~must~~forth ~~consummate~~therein, anat ~~initial~~the ~~business~~closing ~~combination~~of ~~from~~the ~~January~~transactions ~~21,~~contemplated ~~2023~~by tothe ~~October~~PSI Business ~~21,~~Combination ~~2023~~Agreement (the “Closing”), (a) the First Merger Sub will merge with and into PSI (iithe “First Merger”), towith ~~permit~~PSI surviving the ~~board,~~First inMerger ~~its~~as ~~sole~~a ~~discretion,~~wholly-owned tosubsidiary ~~elect~~of the Pubco and the outstanding shares of PSI being converted into the right to ~~wind~~receive upshares ~~our~~of ~~operations~~the onPubco; anand ~~earlier~~(b) ~~date~~one ~~than~~business ~~October~~day 21following the First Merger, ~~2023.~~the InSecond ~~connection~~ Merger Sub will merge with and into our Company (the ~~Extension~~“Second ~~Amendments~~Merger”, ~~shareholders~~and ~~holding~~together ~~7,623,698~~with ~~ordinary~~the ~~shares~~First ~~exercised~~Merger, ~~their~~the ~~right~~“Mergers”), towith ~~redeem~~our ~~such~~Company ~~shares~~surviving the ~~for~~Second Merger as a ~~pro~~wholly-owned ~~rata portion~~subsidiary of the ~~trust~~Pubco ~~account.~~and Asour aoutstanding ~~result~~securities ofbeing converted into the ~~Extension~~right ~~Redemption,~~to anreceive ~~aggregate~~substantially equivalent ~~amount~~securities of ~~$78,324,475~~the Pubco.94 ~~(approximately~~Capitalized ~~$10.27~~terms ~~per share)~~not ~~was~~defined ~~removed~~but ~~from~~otherwise used in the ~~trust~~following ~~account~~description have the meanings ascribed to ~~pay~~them ~~such~~in ~~holders~~the PSI Business Combination Agreement.

On January 20, 2023, in connection with the Extension Amendments, we issued the Extension Note, a promissory note in the aggregate principal amount of $450,000 to the sponsor, pursuant to which the 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 Amendments. The sponsor agreed to pay $50,000 (or $0.05 per public share not redeemed) per month that the board decides to take to complete an initial business combination, commencing on January 21, 2023 and continuing through October 21, 2023. 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 our liquidation.Consideration

Under the PSI Business Combination Agreement, the Aggregate Merger Consideration Amount to be paid to the shareholders of PSI is $200,000,000 (less the amount, if any, by which the Target Net Working Capital Amount exceeds the Net Working Capital, the amount of Closing Net Debt, and the amount of any Transaction Expenses), and will be paid entirely with newly issued Ordinary Shares of the Pubco, with each share valued at $10.00 (the “Per Share Price”).

As a result of the Mergers, (a) each of the Ordinary Shares of PSI that are issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into (i) the right to receive 90% of such number of Ordinary Shares of the Pubco equal to the Exchange Ratio, and (ii) the contingent right to receive 10% of such number of Ordinary Shares of the Pubco equal to the Exchange Ratio in accordance with the PSI Business Combination Agreement and the Escrow Agreement (as defined below). Each of our Ordinary Shares that is issued and outstanding immediately prior to the Second Merger Effective Time shall be cancelled and converted automatically into the right to receive one Pubco Ordinary Share. Each of our issued and outstanding Rights shall be automatically converted into one-tenth of one Pubco Ordinary Share, provided that the Pubco will not issue fractional shares in exchange for our Rights.

Prior to the Closing, PSI shall deliver to us a statement (the “Estimated Closing Statement”) setting forth a good faith calculation of PSI’s estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, and the resulting Aggregate Merger Consideration Amount and Company Merger Shares based on such estimates. The Pubco, the SPAC Representative and Continental (or such other escrow agent mutually acceptable to us and PSI), as escrow agent (the “Escrow Agent”), will enter into an Escrow Agreement (the “Escrow Agreement”), pursuant to which the Pubco shall cause to be delivered to the Escrow Agent a number of Company Merger Shares equal in value to ten percent (10%) of the Aggregate Merger Consideration Amount otherwise issuable to PSI shareholders at the Closing based on the Estimated Closing Statement (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”). Within 90 days after the Closing, the Pubco’s chief financial officer will deliver to the SPAC Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, and the resulting Aggregate Merger Consideration Amount and Company Merger Shares based on such estimates. If the Adjustment Amount is a positive number, then the Pubco will issue to PSI shareholders an additional number of Pubco Ordinary Shares equal to (x) the Adjustment Amount, divided by (y) the Per Share Price, with each Company shareholder receiving its pro rata share of such additional Pubco Ordinary Shares, up to a maximum number of Pubco Ordinary Shares equal to the value of the Escrow Property in the Escrow Account at such time (with each Pubco Ordinary Share and Escrow Share valued at the Per Share Price for such purposes). If the Adjustment Amount is a negative number, then Pubco and the SPAC Representative will provide joint written instructions to the Escrow Agent to distribute to the Pubco a number of Escrow Shares (and, after distribution of all Escrow Shares, other Escrow Property) with a value equal to the absolute value of the Adjustment Amount (with each Escrow Share valued at the Per Share Price). The Pubco will cancel any Escrow Shares distributed to it by the Escrow Agent and distribute the remainder (if any) to PSI shareholders, with each of our shareholders receiving its pro rata share of such remaining Pubco Ordinary Shares.

Representations and Warranties

The PSI Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the PSI Business Combination Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the PSI Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the PSI Business Combination Agreement. “Material Adverse Effect” as used in the PSI Business Combination Agreement means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the PSI Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions. The representations and warranties made by the parties are customary for transactions similar to the PSI Business Combination.

In the PSI Business Combination Agreement, PSI made certain customary representations and warranties to us, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) capitalization; (4) subsidiaries; (5) governmental approvals; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) Company permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) insurance; (23) top customers and suppliers; (24) certain business practices; (25) Investment Company Act; (26) finders and brokers; (27) information supplied; (28) independent investigation; and (29) exclusivity of representations and warranties.

In the PSI Business Combination Agreement, we made certain customary representations and warranties to PSI and the Pubco, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) the SEC filings, the Company financials, and internal controls; (7) absence of certain changes; (8) compliance with laws; (9) actions, orders and permits; (10) taxes and returns; (11) employees and employee benefit plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) Investment Company Act and the JOBS Act; (16) finders and brokers; (17) certain business practices; (18) insurance; (19) information supplied; (20) independent investigation; and (21) the Trust Account.

In the PSI Business Combination Agreement, the Pubco, the First Merger Sub and the Second Merger Sub made customary representations and warranties to us, including among others, related to the following: (1) organization and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) activities of the Pubco, the First Merger Sub and the Second Merger Sub; (7) finders and brokers; (8) Investment Company Act; (9) information supplied; (10) independent investigation; and (11) exclusivity of representations and warranties.

None of the representations and warranties of the parties shall survive the Closing.

Covenants of the Parties

Each party agreed in the PSI Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The PSI Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the PSI Business Combination Agreement and the earlier of the Closing or the termination of the PSI Business Combination Agreement in accordance with its terms, including covenants regarding: (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business; (3) our public filings; (4) provision of financial statements of PSI; (5) “no shop” obligations; (6) no insider trading; (7) notifications of certain breaches, consent requirements or other matters; (8) efforts to consummate the Closing and obtain third party and regulatory approvals and efforts to cause the Pubco to maintain its status as a “foreign private issuer” under Exchange Act Rule 3b-4; (9) further assurances; (10) efforts to prepare and file with the SEC the PSI Registration Statement; (11) public announcements; (12) confidentiality; (13) indemnification of directors and officers and tail insurance; (14) use of trust proceeds after the Closing; (14) efforts to support a private placement or backstop arrangements, if sought; (15) intended tax treatment of the Mergers; and (16) efforts to obtain required shareholder approval by our shareholders.

It was agreed by the parties that, after the Closing, the funds in our Trust Account, as well as any proceeds received by Pubco or us from any private investment in public entity (PIPE) investment originated directly or indirectly by or through us or our representatives, after taking into account payments for redemptions of our Public Shareholders, will first be used to pay (i) our accrued transaction expenses payable in cash at Closing, (ii) any loans owed by us to our Sponsor for expenses, and (iii) PSI’s unpaid transaction expenses; provided, however, that to the extent that the aggregate amounts payable in cash described in (i) and (ii) above exceed $1,500,000 (such excess, the “Excess SPAC Expense Amount”), the Sponsor will bear 100% of such Excess SPAC Expense Amount, and to the extent the Sponsor fails to pay or otherwise discharge such Excess SPAC Expense Amount at Closing (the “Sponsor Shortfall”), the Sponsor will automatically be deemed to irrevocably transfer to Pubco and forfeit for cancellation for no consideration, a quantity of Pubco Ordinary Shares equal to (x) the Sponsor Shortfall divided by (y) $10.00.

Conditions to Closing

The obligations of the parties to consummate the PSI Business Combination are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the PSI Business Combination Agreement and the PSI Business Combination and related matters by the requisite vote of our shareholders; (ii) obtaining material regulatory approvals; (iii) no law or order preventing or prohibiting PSI Business Combination; (iv) our Company having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any PIPE financing that has been funded; (v) amendment by the shareholders of the Pubco of the Pubco’s memorandum and articles of association; (vi) the effectiveness of the PSI Registration Statement; (vii) appointment of the post-closing directors of the Pubco; and (viii) Nasdaq listing requirements having been fulfilled.

In addition, unless waived by PSI, the obligations of PSI, the Pubco, the First Merger Sub and the Second Merger Sub to consummate the PSI Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) our representations and warranties being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) our having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to our Company since the date of the Business Combination Agreement which is continuing and uncured; and (iv) receipt by PSI and the Pubco of the Ancillary Documents duly executed and approved by the other parties thereto.

Unless waived by us, our obligations to consummate the PSI Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of PSI, the Pubco, the First Merger Sub, and the Second Merger Sub being true and correct on and as of the Closing (subject to Material Adverse Effect on the Target Companies, taken as a whole); (ii) PSI, the Pubco, the First Merger Sub, and the Second Merger Sub having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Target Companies (taken as a whole) since the date of the PSI Business Combination Agreement that is continuing and uncured; and (iv) our receipt of the Ancillary Documents duly executed and approved by the other parties thereto.

Termination

The PSI Business Combination Agreement may be terminated at any time prior to the Closing by either our Company or PSI if the Closing does not occur by June 30, 2024.

The PSI Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons: (i) by mutual written consent of our Company and PSI; (ii) by either us or PSI if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by PSI for our uncured breach of the PSI Business Combination Agreement, such that the related Closing condition would not be met; (iv) by us for the uncured breach of the PSI Business Combination Agreement by PSI, the Pubco, the First Merger Sub, or the Second Merger Sub, such that the related Closing condition would not be met; (v) by either us or PSI if we hold our shareholder meeting to approve the Business Combination Agreement and the PSI Business Combination, and such approval is not obtained; and (vi) by PSI, if our Ordinary Shares have become delisted from Nasdaq and are not relisted on the Nasdaq or the New York Stock Exchange within sixty (60) days after such delisting.

If the PSI Business Combination Agreement is terminated, all further obligations of the parties under the PSI Business Combination Agreement (except for certain obligations related to confidentiality, effect of termination, fees and expenses, trust fund waiver, miscellaneous and definitions to the foregoing) will terminate, no party to the PSI Business Combination Agreement will have any further liability to any other party thereto.

Trust Account Waiver

PSI, Pubco, the First Merger Sub and the Second Merger Sub have agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in our Trust Account, and have agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

The foregoing description of the PSI Business Combination Agreement do not purport to be complete and are qualified in its entirety by the terms and conditions of the PSI Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Related Agreements and Documents

Lock-Up Agreements

Simultaneously with the execution of the Business Combination Agreement, the Pubco, the SPAC Representative, PSI and our Company entered into lock-up agreements with certain holders of the Founder Shares and with certain holders of our securities (the “Lock-Up Agreements”). These Lock-Up Agreements provide for a lock-up period commencing on the Closing Date and ending on the earlier of (i) the 6-month anniversary of the Closing 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 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 our Company to enter into the PSI Business Combination Agreement and as an inducement and in consideration therefor.

The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up Agreements, a form of which is filed as Exhibit 10.15 hereto and is incorporated by reference herein.

Support Agreement

Simultaneously with the execution of the PSI Business Combination Agreement, our Company, the Pubco, PSI, the Sponsor and certain shareholders of PSI 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, 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 our Company to enter into the PSI Business Combination Agreement and as an inducement and in consideration therefor.

The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement, a form of which is filed as Exhibit 10.16 hereto and is incorporated by reference herein.

Registration Rights Agreement

Simultaneously with the execution of the PSI Business Combination Agreement, the Pubco, certain of our shareholders 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 were made as a condition to the willingness of PSI and our Company to enter into the PSI Business Combination Agreement and as an inducement and in consideration therefor.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement, a form of which is filed as Exhibit 10.17 hereto and is incorporated by reference herein.

Other than as specifically discussed, this Report does not assume the closing of the PSI Business Combination.

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 January 20, 2023, in connection with the vote to approve the First Extension Amendments, we issued the First Extension Note, a promissory note in the aggregate principal amount of $450,000 to the Sponsor, pursuant to which the First Extension Funds were deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the First Extension Amendments. The Sponsor agreed to pay $50,000 (or $0.05 per Public Share not redeemed) per month that the Board decided to take to complete an initial Business Combination, commencing on January 21, 2023 and continuing through October 21, 2023. As of December 31, 2023, an aggregate of $450,000 of the First Extension Funds has been deposited into the Trust Account. The First Extension Note bears no interest and is repayable in full upon the earlier of (i) the date of the consummation of the initial Business Combination, and (ii) the date of our liquidation.

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.

On October 19, 2023, in connection with the 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 are deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the Second Extension Amendment. The Sponsor agreed to pay $50,000 (or $0.05 per Public Share not redeemed) per month that the Board decides to take to complete an initial Business Combination, commencing on October 21, 2023 and continuing through January 21, 2025. As of December 31, 2023, $150,000 had been deposited into the Trust Account in connection with the Second Extension Note. The Second 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 our liquidation. As of December 31, 2023, the Trust Account contains approximately $11.44 per remaining Public Share outstanding.

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.

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.

Investment Criteria

Our ~~management~~Management ~~team~~Team has focused and will continue to focus on creating shareholder value by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of operations while implementing strategies to help our potential ~~business~~Business ~~combination~~Combination target scale revenue ~~organically~~ organically and/or through acquisitions. We have identified the following general criteria and guidelines, which we believe are important in evaluating Business ~~prospective~~Combination ~~target~~opportunities, ~~businesses~~including the PSI Business Combination. While we have used and will continue to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to do so. Any particular Business Combination opportunity that we ultimately determine to pursue may only meet some, but not all of these criteria:

●

Middle-Market Growth Business. We primarily seek to acquire one or more growth businesses with a total enterprise value of between $225,000,000 and $375,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations) or a company with negative cash flow.

● Companies in Business Segments that Are Strategically Significant. We seek to acquire businesses in sectors that are currently strategically significant., including accounting and expense management, blockchain, capital markets, digital banking and financial infrastructure, HR, payroll, and benefits, insurance, lending, payments, billing, and money transfer, personal finance, real estate, regulatory tech, and wealth management.

●

Business with Revenue and Earnings Growth Potential. We seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

● Companies with Potential for Strong Free Cash Flow Generation. We seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We ~~intend~~are tofocusing ~~focus~~ on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

●

Benefit from Being a Public Company. We intend to acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial ~~business~~Business ~~combination~~Combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our ~~management~~Management ~~team~~Team may deem relevant. We believe our Management ~~management team~~Team’s extensive contacts, broad industry knowledge and highly regarded experience will yield a robust deal flow from which we may select a target. We seek to acquire the target on terms and in a manner that leverages our ~~management~~Management ~~team~~Team’s experience. The potential upside from growth in the target business and an improved capital structure will be weighed against any identified ~~downside~~ downside risks designed to balance value creation with capital preservation. In the event that we decide to enter into an initial ~~business combination~~Business Combination with a target business that meets some, but not all of the above criteria and guidelines, we will disclose that the target business meets some, but not all of the above criteria and guidelines in our shareholder communications related to our initial ~~business combination,~~Business Combination, which, as discussed in this Report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC., such as the PSI Registration Statement In evaluating a prospective target business, such as PSI, we conduct a due diligence review which encompasses, among other things, meetings with incumbent ownership, management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information that are made available to us.

Competitive Strengths

Management Team

We believe that our ~~management team~~Management Team’s extensive relationships within the financial services industry enable us to identify ~~business~~Business ~~combination~~Combination opportunities with significant potential upside. Our ~~management~~Management ~~team~~Team’s combined experience, when paired with our ability to perform under varying economic environments, is a differentiating factor that is highly attractive to potential target companies.

Status as a Public Company

We believe that our structure as a public company makes us an attractive ~~business~~Business ~~combination~~Combination partner to target businesses. As an existing public company, we offer a target business an alternative to a traditional initial public offering through a merger or other ~~business~~Business ~~combination~~Combination. In this situation, the owners of the target business would exchange their stock, shares or other equity interests in the target business for our ~~ordinary shares~~Ordinary Shares or for a combination of our ~~ordinary~~Ordinary ~~shares~~Shares and cash, allowing us to tailor the consideration used in the transaction to the specific needs of the sellers. We believe that target businesses might find this avenue a more certain and cost-effective method to becoming a public company than a typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in connection with a ~~business~~Business ~~combination with~~Combination with us. Furthermore, once the ~~business~~Business ~~combination~~Combination is consummated, the target business will have effectively become a public company, ~~whereas~~ whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market ~~conditions~~ conditions that could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests than it would have as a privately-held company. Public company status can offer further benefits by enhancing a company’s profile among potential new customers and vendors and attracting talented employees. While we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a ~~business~~Business ~~combination~~Combination with a more established entity or with a private company. These limitations include constraints on our available financial resources, which may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek shareholder approval of a ~~business~~Business ~~combination~~Combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence of our outstanding rights, which may represent a source of future dilution.

Financial Position

With funds in the ~~trust~~Trust ~~account~~ Account of approximately $1011,~~627~~265,~~356.01~~163 available to use for a ~~business~~Business ~~combination~~Combination as of ~~March~~December 2731, 2023, assuming no further redemptions and before payment of (i) deferred underwriting fees and (ii) fees and expenses associated with our initial ~~business~~Business ~~combination~~Combination, we offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial ~~business~~Business ~~combination~~Combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, ~~since~~ we have ~~no specific business combination under consideration, we have~~ not taken any steps to secure third party financing, and there can be no assurance that it will be available to us. Furthermore, redemptions in connection with our initial ~~business~~Business ~~combination~~Combination could reduce the amount of funds available to be used in connection with such ~~business combinations~~Business Combinations.

Effecting a Business Combination

General

We are not presently engaged in, and we will not engage in, any substantive commercial business until we consummate our initial ~~business~~Business ~~combination~~Combination. We intend to utilize cash derived from the proceeds of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering and the ~~private~~Private ~~placement~~Placement of ~~private~~Private ~~units~~Units, our equity, debt or a combination of these in effecting a ~~business~~Business ~~combination~~Combination, ~~which~~such ~~has~~as ~~not~~the ~~yet~~PSI ~~been~~Business ~~identified~~Combination. A ~~business~~Business ~~combination~~Combination may involve the acquisition of, or merger with, a company ~~which~~that does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, we may seek to consummate a ~~business~~Business ~~combination~~Combination with a company that may be financially unstable or in its early stages of development or growth. While we may seek to effect simultaneous ~~business~~Business ~~combinations~~Combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single ~~business~~Business ~~combination~~Combination.

We have up to 2136 months from the closing of our ~~initial~~Initial ~~public offering~~Public Offering, or ~~October~~January 21, ~~2023~~2025, to consummate an initial ~~business~~Business ~~combination~~Combination, subject to the ~~sponsor~~ Sponsor depositing the Second Extension Funds into the ~~trust~~Trust ~~account~~Account as set out below. . Pursuant to the terms of our ~~second~~Amended ~~amended~~ and ~~restated~~Restated ~~memorandum and~~Charter ~~articles of association~~ and the ~~trust~~Trust ~~agreement~~Agreement, in order for the time available for us to consummate our initial ~~business~~Business ~~combination~~ Combination to be extended (consistent with applicable laws, regulations and stock exchange rules), our ~~sponsor~~Sponsor or its affiliates or designees must deposit into the ~~trust~~Trust ~~account~~Account $50,000 for each month of extension ~~until~~ ~~October~~until January 21, ~~2023~~2025 that the ~~board~~Board elects to take in its sole discretion. If we are unable to consummate an initial ~~business~~Business ~~combination~~Combination within such time period, we will redeem 100% of our issued and outstanding ~~public~~Public ~~shares~~Shares for a pro rata portion of the funds held in the ~~trust~~Trust ~~account~~Account, equal to the aggregate amount then on deposit in the ~~trust~~Trust ~~account~~Account including interest earned on the funds held in the ~~trust~~Trust ~~account~~Account and not previously released to us to pay our taxes (less up to $50100,000 of interest to pay dissolution expenses), divided by the number of then outstanding ~~public~~Public ~~shares~~Shares, subject to applicable law and as further described herein, and then seek to liquidate and dissolve. ~~Assuming~~The ~~out~~pro ~~board~~rata ~~elects~~redemption toprice ~~utilize~~as ~~the~~of ~~full~~December ~~extension period through October 21~~31, 2023, wewas ~~expect the pro rata redemption price to be~~ approximately $1011.7244 per ~~Class A~~Public ~~ordinary share (regardless of whether or not the underwriters exercise their over-allotment option)~~Share, without taking into account any interest earned on such funds. However, we cannot assure ~~you~~our shareholders that we will in fact be able to distribute such amounts, as a result of claims of creditors, which may take priority over the claims of our ~~public~~Public ~~shareholders~~Shareholders.

Sources of Target Businesses

While we have not yet selected a target business with which to consummate our initial business combination, we believe based on our management’s business knowledge and past experience that there are numerous potential candidates. Our principal means of identifying potential target businesses ~~have~~ has been and may continue to be through the extensive contacts and relationships of our ~~sponsor~~Sponsor, ~~initial shareholders,~~ officers and directors. ~~While~~ While our officers and directors are not required to commit any specific amount of time in identifying or performing due diligence on ~~potential~~ potential target businesses, our officers and directors believe that the relationships they have developed over their careers and their access to our ~~sponsor~~Sponsor’s contacts and resources ~~will~~ generate ~~a number of~~ potential ~~business~~Business ~~combination~~Combination opportunities ~~that will warrant further investigation~~. Target business candidates have been and may continue to be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses have been and may continue to be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have read our prospectus in connection with our ~~initial~~ ~~public~~Initial ~~offering~~Public Offering or this Report and know what types of businesses we are targeting.

Our officers and directors must present to us all target business opportunities that have a fair market value of at least 80% of the assets held in the ~~trust~~Trust ~~account~~ Account (excluding taxes payable on the income accrued in the ~~trust~~Trust ~~account~~Account) at the time of the agreement to enter into the initial ~~business~~Business ~~combination~~Combination, ~~subject~~ subject to any pre-existing fiduciary or contractual obligations. We may engage the services of professional firms or other individuals ~~that~~ that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will our ~~sponsor~~Sponsor, ~~initial shareholders,~~ officers, directors or their respective affiliates be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of an initial ~~business~~Business ~~combination~~Combination (regardless of the type of transaction that it is) other than the $10,000 administrative services fee, the payment of consulting, success or finder fees to our ~~sponsor~~Sponsor, officers, ~~directors,~~ ~~initial shareholders~~ directors or their affiliates in connection with the consummation of our initial ~~business~~Business ~~combination~~Combination, the repayment of any loans to ~~the~~us ~~Company~~ and reimbursement of any out-of-pocket expenses. Our ~~audit~~Audit ~~committee~~Committee reviews and approves all reimbursements and payments made to our ~~sponsor~~Sponsor, officers, directors or our or their respective affiliates, with any interested director abstaining from such review and approval. WeWhile ~~have~~PSI nois ~~present~~not affiliated ~~intention~~with our Sponsor, executive officers or directors, in the event we do not consummate the PSI Business Combination and we seek to ~~enter~~complete ~~into~~our ainitial ~~business~~Business ~~combination~~Combination with a ~~target~~company ~~business~~ that is affiliated with ~~any of~~ our ~~officers~~Sponsor, ~~directors~~executive officers or ~~sponsors. However~~directors, we, or ~~are~~a ~~not~~committee ~~restricted~~of ~~from~~independent ~~entering~~directors, ~~into~~we ~~any~~can ~~such transactions and may~~ do so if (i) such transaction is approved by a majority of our disinterested independent directors and (ii) we obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that the ~~business~~Business ~~combination~~ Combination is fair to our unaffiliated shareholders from a financial point of view.

Selection of a Target Business and Structuring of a Business Combination

Subject to our ~~management team~~Management Team’s pre-existing fiduciary obligations and the limitations that a target business have a fair market value of at least 80% of the balance in the ~~trust~~Trust ~~account~~Account (excluding taxes payable on the income earned on the ~~trust~~Trust ~~account~~Account) at the time of the execution of a definitive agreement for our initial ~~business combination~~Business Combination, as described below in more detail, and that we must acquire a controlling interest in the target business, our ~~management~~Management has ~~will have~~ virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses. In evaluating a prospective target business, such as PSI, our ~~management~~Management may consider a variety of factors, including one or more of the following:

●

financial condition and results of operation;

●

growth potential;

●

brand recognition and potential;

●

experience and skill of management and availability of additional personnel;

●

capital requirements;

●

competitive position;

●

barriers to entry;

●

stage of development of the products, processes or services;

●

existing distribution and potential for expansion;

● degree of current or potential market acceptance of the products, processes or services; ● proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;

● proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;

●

impact of regulation on the business;

●

regulatory environment of the industry;

●

the target business’s compliance with U.S. federal law;

● costs associated with effecting the ~~business~~Business ~~combination~~Combination;

●

industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and

●

macro competitive dynamics in the industry within which the company competes.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular ~~business~~Business ~~combination~~Combination has been and will continue to be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our ~~management~~Management in effecting a ~~business~~Business ~~combination consistent~~Combination consistent with our business objective. In evaluating a prospective target business, we conduct an extensive due diligence review ~~which~~ that encompasses, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other ~~information~~ information that are made available to us. This due diligence review is conducted either by our ~~management~~Management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third parties.

5Any costs incurred with respect to the identification and evaluation of a prospective target business with which a Business Combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a Business Combination.

The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.10

Fair Market Value of Target Business

Nasdaq listing rules require that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the ~~trust~~Trust ~~account~~Account (excluding taxes payable on the income earned on the ~~trust~~Trust ~~account~~Account) at the time of the execution of a definitive agreement for our initial ~~business~~Business ~~combination~~Combination. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test. Based on the valuation analysis of our Management and Board of Directors, we have determined that the fair market value of PSI was substantially in excess of 80% of the funds in the Trust Account and that the 80% test was therefore satisfied.

We currently anticipate structuring a ~~business~~Business Combination ~~combination~~ to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial Business ~~business~~Combination ~~combination~~ where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such ~~business~~Business ~~combination~~Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the ~~business~~Business ~~combination~~Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the ~~business~~Business ~~combination~~Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial ~~business~~Business ~~combination~~Combination could own less than a majority of our issued and outstanding shares subsequent to our initial ~~business~~Business ~~combination~~Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of ~~trust~~Trust ~~account~~Account balance test.

The fair market value of the target will be determined by our ~~board~~Board of ~~directors~~Directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide ~~public~~Public ~~shareholders~~Shareholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our ~~board~~Board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria.

We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our ~~board~~Board of ~~directors~~Directors independently determines that the target business complies with the 80% threshold. Additionally, pursuant to Nasdaq rules, any initial ~~business~~Business ~~combination~~Combination must be approved by a majority of our independent directors.

See “PSI Business Combination” above for more information on the equity and financing arrangements in connection with the PSI Business Combination.

Lack of Business Diversification

We may seek to effect a ~~business combination~~Business ~~with~~Combination with more than one target business, although we expect to complete our ~~business~~Business ~~combination~~Combination with just one business. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business operation. Unlike other entities that ~~which~~ may have the resources to complete several ~~business~~Business ~~combinations~~Combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a ~~business~~Business ~~combination~~Combination with only a single entity, our lack of diversification may:

● subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a ~~business~~Business ~~combination~~Combination, and

●

result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

6If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our ability, to complete the Business Combination. With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

Limited Ability to Evaluate the Target Business’ Management

Although we scrutinize the management of a prospective target business when evaluating the desirability of effecting a ~~business~~Business ~~combination~~Combination, such as the PSI Business Combination, we cannot assure ~~you~~ our shareholders that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure ~~you~~our shareholders that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business following a ~~business~~Business ~~combination~~Combination cannot presently be stated with any certainty. ~~While~~ it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following a business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to a business combination. Moreover, they would only be able to remain with the company after the consummation of a ~~business~~Business ~~combination~~ Combination if they are able to negotiate employment or consulting agreements in connection with the ~~business~~Business ~~combination~~Combination. Such negotiations would take place simultaneously with the negotiation of the ~~business~~Business ~~combination~~Combination and could provide for them to receive compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation of the ~~business~~Business ~~combination~~Combination. While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company after the consummation of a ~~business~~Business ~~combination~~Combination will not be the determining factor in our decision as to whether or not we will proceed with any potential ~~business~~Business ~~combination~~Combination. Additionally, we cannot assure ~~you~~our shareholders that our officers and directors will have significant experience or knowledge relating to the operations of the particular target business.

Following a ~~business~~Business ~~combination~~Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure ~~you~~our shareholders that we will have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve an Initial Business Combination

In connection with any proposed ~~business~~ ~~combination~~Business Combination, we will either (1i) seek shareholder approval of our initial ~~business~~Business ~~combination~~Combination at a general meeting called for such purpose at which shareholders may seek to ~~convert~~redeem their shares, regardless of whether they vote for or against the proposed ~~business combination~~Business Combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the ~~trust~~Trust ~~account~~Account (net of taxes payable), or (2ii) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the ~~trust account~~Trust Account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek shareholder approval of a proposed ~~business~~Business Combination ~~combination~~ or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. If we determine to engage in a tender offer, such tender offer will be structured so that each shareholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. In that case, we will file tender offer documents with the SEC ~~which~~that will contain substantially the same financial and other information about the initial ~~business~~Business ~~combination~~ Combination as is required under the SEC’s proxy rules. Whether we seek shareholder approval or engage in a tender offer, we will consummate our initial ~~business~~Business ~~combination~~Combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation and, if we seek shareholder approval, we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of ~~the~~our ~~company~~Company.

712

We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial ~~business~~Business ~~combination~~Combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the ~~trust~~Trust ~~account~~Account upon consummation of such initial ~~business~~Business ~~combination~~Combination, we may need to have more than $5,000,001 in net tangible assets either immediately prior to or upon consummation and this may force us to seek third -party financing, which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial Business ~~business~~Combination ~~combination~~ and we may not be able to locate another suitable target within the applicable time period, if at all. Public shareholders may therefore have to wait until the end of the Combination Period in order to be able to receive a pro rata share of the ~~trust~~Trust ~~account~~Account. Pursuant ~~Our~~to ~~sponsor~~the Letter Agreement, ~~initial~~our ~~shareholders~~Sponsor, officers and directors have agreed (1i) to vote any ~~ordinary~~Ordinary ~~shares~~Shares owned by them in favor of any proposed ~~business~~Business ~~combination~~Combination, (2ii) not to ~~convert~~redeem any ~~ordinary~~Ordinary ~~shares~~Shares in connection with a shareholder vote to approve a proposed initial ~~business~~Business ~~combination~~Combination and (3iii) not sell any ~~ordinary~~Ordinary ~~shares~~Shares in any tender in connection with a proposed initial Business ~~business combination~~Combination.

None of our officers, directors, ~~sponsor,~~Sponsor ~~initial shareholders~~ or their affiliates has purchased ~~units~~Units or ~~Class A~~Public ~~ordinary~~Shares ~~shares~~ in our ~~initial~~Initial ~~public~~Public ~~offering~~Offering, or has since indicated any intention do so from persons in the open market or in private transactions. However, if we hold a general meeting to approve a proposed ~~business~~ ~~combination~~Business Combination and a significant number of ~~shareholders~~Public Shareholders vote, or indicate an intention to vote, against such proposed ~~business~~Business ~~combination~~ Combination or that they wish to have their ~~shares~~Public Shares redeemed, our officers, directors, ~~sponsor,~~Sponsor ~~initial shareholders~~ or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote and reduce the number of redemptions. Notwithstanding the foregoing, our officers, directors, ~~sponsor,~~Sponsor ~~initial shareholders~~ and their affiliates will not make purchases ofPublic ~~Class A~~Shares ~~ordinary shares~~ if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

~~Conversion~~Redemption Rights

At any meeting called to approve an initial ~~business combination~~Business Combination, ~~public~~Public ~~shareholders~~Shareholders may seek to ~~convert~~redeem their ~~shares~~Public Shares, regardless of whether they vote for or against the proposed ~~business~~Business Combination ~~combination~~ or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the ~~trust account~~Trust Account as of two business days prior to the consummation of the initial ~~business~~Business ~~combination~~Combination, less any taxes then due but not yet paid. Alternatively, we may provide our ~~public~~Public ~~shareholders~~Shareholders with the opportunity to sell their ~~Class A~~Public ~~ordinary~~Shares ~~shares~~ to us through a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the ~~trust~~Trust ~~account~~Account, less any taxes then due but not yet paid.

Our ~~sponsor,~~Sponsor ~~initial shareholders~~ and our officers and directors will not have ~~conversion~~redemption rights with respect to any ~~ordinary~~Ordinary ~~shares~~Shares owned by them, directly or indirectly, whether acquired prior to our ~~initial~~Initial Public ~~public~~Offering ~~offering~~ or purchased by them in our ~~initial~~Initial ~~public~~Public ~~offering~~Offering or in the aftermarket.

We may require ~~public~~Public ~~shareholders~~Shareholders, whether they are a record holder or hold their ~~shares~~Public Shares in “street name,” to either (i) tender their certificates to our ~~transfer~~ transfer agent or (ii) deliver their ~~shares~~Public Shares to the transfer agent electronically using the DWAC System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with the proposal to approve the ~~business~~Business ~~combination~~Combination.

There is a nominal cost associated with the above-referenced delivery process and the act of certificating the ~~shares~~Public Shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $100.00 and it would be up to the broker whether or not to pass this cost on to the holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require shareholders seeking to exercise conversion rights prior to the consummation of the proposed ~~business combination~~Business Combination and the proposed ~~business~~Business ~~combination~~ Combination is not consummated this may result in an increased cost to shareholders.

813

Any proxy solicitation materials we furnish to shareholders in connection with a vote for any proposed ~~business~~Business ~~combination~~Combination will indicate whether we are requiring ~~shareholders~~Public Shareholders to satisfy such certification and delivery requirements. Accordingly, a ~~shareholder~~Public Shareholder would have from the time the ~~shareholder~~Public ~~received~~Shareholder received our proxy statement up until two business days prior to the scheduled vote on the proposal to approve the ~~business~~Business ~~combination to~~Combination to deliver his, her or its shares if he, she or it wishes to seek to exercise his conversion rights. This time period varies depending on on the specific facts of each transaction. However, as the delivery process can be accomplished by the shareholder, whether or not he, ~~she~~ she or it is a record holder or his, her or its ~~shares~~Public Shares are held in “street name,” in a matter of hours by simply ~~contacting~~ contacting the transfer agent or his broker and requesting delivery of his, her or its ~~shares~~Public Shares through the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot assure ~~you~~our shareholders of this fact. In connection with any general meeting called to approve a proposed initial ~~business~~Business ~~combination~~Combination, we may require ~~shareholders~~Public Shareholders who wish to convert their ~~shares~~Public Shares in connection with a proposed ~~business~~Business ~~combination~~Combination to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights.

Any request to ~~convert~~redeem such shares once made, may be withdrawn at any time up to the vote on the proposed ~~business~~Business ~~combination~~Combination or the expiration of the tender offer. Furthermore, if a Public ~~holder~~Shareholder ~~of Class A ordinary shares~~ delivered his certificate in connection with an election of their conversion and subsequently decides prior to the applicable date not to elect to exercise such rights, he or she may simply request that the transfer agent return the certificate (physically or electronically).

If the initial ~~business~~Business ~~combination~~ Combination is not approved or completed for any reason, then our ~~public~~Public ~~shareholders~~Shareholders who elected to exercise their conversion rights would not be entitled to ~~convert~~ redeem their shares for the applicable pro rata share of the ~~trust~~Trust ~~account~~Account. In such case, we will promptly return any shares delivered by public holders.

Redemption of Public Shares and Liquidation if No Initial Business Combination

Our ~~sponsor~~Sponsor, officers and directors have agreed that we will have ~~only~~ up to 2136 months from the closing of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering, or until ~~October~~January 21, ~~2023~~ 2025, to complete our initial Business ~~business combination~~Combination. If we are unable to complete our initial ~~business~~Business ~~combination~~Combination within such Combination Period, we will: (1i) cease all operations except for the purpose of winding up; (2ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the ~~public~~Public ~~shares~~Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust ~~trust account~~Account, including interest (less up to $50100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding ~~public~~Public ~~shares~~Shares, which redemption will completely extinguish ~~public~~Public ~~shareholders~~Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our ~~board~~ Board of ~~directors~~Directors, liquidate and dissolve, subject in each case to our obligations under ~~Cayman~~the ~~Islands~~Companies ~~law~~Act to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our ~~rights~~Rights, which will expire worthless if we fail to complete our initial ~~business~~Business ~~combination~~Combination by the end of the Combination Period.

Our ~~initial~~Sponsor, ~~shareholders~~officers and directors have ~~entered~~ entered into the ~~letter~~Letter ~~agreement~~Agreement with us, pursuant to which they have waived their rights to liquidating distributions from the ~~trust account~~Trust Account with respect to their ~~founder~~Founder ~~shares~~Shares if we fail to complete our initial ~~business~~Business ~~combination~~Combination by the end of the Combination Period. However, if our ~~initial~~Sponsor, ~~shareholders~~officers and directors acquire ~~public~~Public ~~shares~~Shares, they will be entitled to liquidating distributions from the ~~trust~~Trust ~~account~~Account with respect to such ~~public~~Public ~~shares~~Shares if we fail to complete our initial ~~business~~Business ~~combination~~Combination by the end of the Combination Period.

Our ~~sponsor~~Sponsor, officers and directors have also agreed, pursuant to athe ~~written~~Letter ~~agreement with us~~Agreement, that they will not propose any amendment to our ~~second~~Amended ~~amended~~ and ~~restated memorandum~~Restated ~~and~~Charter ~~articles of association~~ (Ai) that would affect our ~~public~~Public ~~shareholders~~Shareholders’ ability to ~~convert~~redeem or sell their ~~shares~~ Public Shares to us in connection with a ~~business~~Business ~~combination~~Combination as described herein or to modify the substance or timing of our obligation to redeem 100% of our ~~public~~Public ~~shares~~Shares if we do not complete our initial ~~business~~Business ~~combination~~Combination by the end of the Combination Period or (Bii) with respect to any other provision relating to shareholders’ rights or pre-initial ~~business~~Business ~~combination~~Combination activity, unless we provide our ~~public~~ ~~shareholders~~Public Shareholders with the opportunity to redeem their Public ~~public~~Shares ~~shares~~ upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the ~~trust~~Trust ~~account~~Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public ~~public shares~~Shares. However, we may not redeem our ~~public~~Public ~~shares~~Shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon completion of our initial ~~business~~ ~~combination~~Business Combination (so that we do not then become subject to the SEC’s “penny stock” rules).

914

If we do not consummate our initial ~~business~~Business ~~combination~~ Combination by the deadline set forth in our ~~second~~Amended ~~amended~~ and ~~restated~~Restated ~~memorandum and articles of association~~Charter, we expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $44114,~~217~~709 of proceeds held outside the ~~trust~~Trust ~~account~~Account as of December 31, ~~2022~~2023, although we cannot assure ~~you~~ our shareholders that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the ~~trust~~Trust ~~account~~Account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $50100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering and the sale of the ~~private~~Private ~~units~~Units, other than the proceeds deposited in the ~~trust~~Trust ~~account~~Account, and without taking into account interest, if any, earned on the ~~trust~~Trust ~~account~~Account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $1011.~~72 (assuming we utilize the full extension period through October 21, 2023)~~44. The proceeds deposited in the ~~trust~~Trust ~~account~~Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our ~~public~~Public ~~shareholders~~Shareholders. We cannot assure ~~you~~our shareholders that the actual per-share redemption amount received by shareholders will not be substantially less than $1011.7244. While we intend to pay such amounts, if any, we cannot assure our ~~you~~shareholders that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the ~~trust~~Trust ~~account~~Account for the benefit of our ~~public shareholders~~Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the ~~trust~~Trust ~~account~~Account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the ~~trust~~Trust ~~account~~Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the ~~trust~~Trust ~~account~~Account, our ~~management~~Management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if ~~management~~Management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by ~~management~~Management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the ~~trust~~Trust ~~account~~Account for any reason. Upon redemption of our ~~public~~Public ~~shares~~Shares, if we are unable to complete our initial ~~business~~Business ~~combination~~Combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial Business ~~business combination~~Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Our ~~sponsor~~Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the ~~trust~~Trust ~~account~~Account to below (1i) $10.10 per ~~public~~Public ~~share~~Share or (2ii) such lesser amount per ~~public~~Public ~~share~~Share held in the ~~trust~~Trust ~~account~~Account as of the date of the liquidation of the ~~trust account~~Trust Account, due to reductions in the value of the ~~trust~~Trust Account assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the ~~trust~~Trust ~~account~~ Account and except as to any claims under our indemnity of the underwriters of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering against certain liabilities, ~~including~~ including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our Sponsor ~~sponsor~~ will not be responsible to the extent of any liability for such third-party claims. We have not independently verified ~~whether~~ whether our ~~sponsor~~Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our ~~sponsor~~Sponsor’s only assets are securities of our company and, therefore, our ~~sponsor~~Sponsor may not be able to satisfy those obligations. We have not asked our ~~sponsor~~Sponsor to reserve for such obligations. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below (1) $10.10 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the Trust Account assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure our shareholders that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.10 per share.

In the event that the proceeds in the trust account are reduced below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.10 per share.15

We have sought and will continue to seek to reduce the possibility that our ~~sponsor~~Sponsor will have to indemnify the ~~trust~~Trust ~~account~~Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the ~~trust~~Trust ~~account~~Account. Our ~~sponsor~~Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering against certain liabilities, including liabilities under the Securities Act. As of December 31, ~~2022~~2023, we have access to up to $44114,~~217~~709 to pay any such potential claims (excluding up to $50100,000 in interest accrued on funds in the ~~trust~~Trust ~~account~~Account that can be used to pay for costs and expenses incurred in connection with our liquidation). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our ~~trust~~Trust ~~account~~Account could be liable for claims made by creditors. As of December 31, ~~2022~~ 2023, the amount held outside the ~~trust~~Trust ~~account~~Account was $44114,~~217~~709.

If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the ~~trust~~Trust ~~account~~ Account could be subject to applicable bankruptcy or insolvency law, and may be included in our insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the ~~trust~~Trust ~~account~~Account, we cannot assure ~~you~~our shareholders we will be able to return $1011.7244 per share to our ~~public~~Public ~~shareholders (assuming we utilize the full extension period through October 21, 2023)~~Shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by ~~shareholders~~Public Shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as a voidable performance. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our ~~shareholders~~Public Shareholders. Furthermore, our ~~board~~Board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our ~~company~~Company to claims of punitive damages, by paying ~~public~~Public ~~shareholders~~Shareholders from the ~~trust~~Trust ~~account~~Account prior to addressing the claims of creditors. We cannot assure ~~you~~our shareholders that claims will not be brought against us for these reasons.

Our ~~public~~Public ~~shareholders~~Shareholders will be entitled to receive funds from the ~~trust~~Trust ~~account~~Account only upon the earliest to occur of: (1i) the completion of our initial ~~business combination~~Business Combination, and then only in connection with those ~~Class A~~Public ~~ordinary~~Shares ~~shares~~ that such ~~shareholder~~Public Shareholder properly elected to redeem, subject to the limitations described herein, (2ii) the redemption of any ~~public~~Public ~~shares~~Shares properly submitted in connection with a shareholder vote to amend our ~~second~~Amended ~~amended~~ and Restated ~~restated~~Charter ~~memorandum and articles of association~~ (Ax) that would affect our ~~public~~Public ~~shareholders~~Shareholders’ ability to ~~convert~~redeem or sell their ~~shares~~Public Shares to us in connection with a ~~business~~Business ~~combination~~Combination as described ~~herein~~in this Report or to modify the substance or timing of our obligation to redeem 100% of our ~~public~~Public Shares ~~shares~~ if we do not complete our initial ~~business~~Business ~~combination~~Combination by the end of the Combination Period or (Bx) with respect to any other provision relating to shareholders’ rights or pre-initial ~~business combination~~Business Combination activity and (3iii) the redemption of our Public ~~public~~Shares ~~shares~~ if we are unable to complete our initial ~~business~~Business ~~combination~~Combination by the end of the Combination Period, subject to applicable law and as further described ~~herein~~in this Report. In no other circumstances will a shareholder have any right or interest of any kind to or in the ~~trust~~Trust ~~account~~Account. In the event we seek shareholder approval in connection with our initial ~~business~~ ~~combination~~Business Combination, a shareholder’s voting in connection with our initial ~~business~~Business ~~combination~~Combination alone will not result in a ~~shareholder~~Public Shareholder’s redeeming its ~~shares~~Public Shares to us for an applicable pro rata share of the ~~trust~~Trust ~~account~~Account. Such ~~shareholder~~Public Shareholder must have also exercised its redemption ~~rights~~ rights described above.

1116

~~Second~~ Amended and Restated ~~Memorandum and Articles of Association~~Charter

Our ~~second~~Amended ~~amended~~ and ~~restated memorandum~~Restated ~~and~~Charter ~~articles~~contains ~~of association contain~~ certain requirements and restrictions relating to our ~~initial~~Initial ~~public~~Public ~~offering~~Offering that will apply to us until the completion of our initial ~~business~~Business ~~combination~~Combination. Our Amended ~~second amended~~ and ~~restated~~Restated ~~memorandum~~Charter ~~and~~contains ~~articles of association contain~~ a provision ~~which~~that provides that, if we seek to amend our ~~second~~Amended ~~amended~~ and ~~restated~~Restated ~~memorandum~~Charter ~~and articles of association~~ (Ai) that would affect our ~~public~~Public ~~shareholders~~Shareholders’ ability to ~~convert~~redeem or sell their shares to us in connection with a ~~business~~Business ~~combination~~Combination as described ~~herein~~in this Report or to modify the substance or timing of our obligation to redeem 100% of our ~~public~~Public ~~shares~~Shares if we do not complete ~~our~~ our initial ~~business~~Business ~~combination~~Combination within 2136 months from the closing of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering, or ~~October~~January 21, ~~2023~~2025, if we utilize the full extension period granted to consummate a ~~business~~Business ~~combination~~Combination, or (Bii) with respect to any other provision relating to shareholders’ rights or pre-initial ~~business~~Business ~~combination~~Combination activity, we will provide ~~public~~Public ~~shareholders~~Shareholders with the opportunity to redeem their ~~public~~Public ~~shares~~Shares in connection with any such amendment. Specifically, our ~~second~~Amended ~~amended~~ and ~~restated~~Restated ~~memorandum~~Charter ~~and articles of association provide~~provides, among other things, that:

● prior to the completion of our initial ~~business~~Business ~~combination~~Combination, we shall either (1i) seek shareholder approval of our initial ~~business~~Business ~~combination~~Combination at a general meeting called for such purpose at which ~~public~~Public ~~shareholders~~Shareholders may elect to redeem their ~~public~~Public ~~shares~~Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed ~~business~~Business ~~combination~~Combination, or (2ii) provide our ~~public~~Public ~~shareholders~~Shareholders with the opportunity to redeem all or a portion of their ~~public~~Public ~~shares~~Shares upon the completion of our initial ~~business~~Business ~~combination~~Combination by means of a tender offer (and thereby avoid the need for a shareholder vote), in each in cash, for an amount payable in cash equal to the aggregate amount then on deposit in the ~~trust~~Trust ~~account~~Account as of two business days prior to the completion of our initial ~~business~~Business ~~combination~~Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding ~~public~~Public ~~shares~~Shares, subject to the limitations described herein;

● we will consummate our initial ~~business~~Business ~~combination~~Combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon completion of our initial ~~business~~Business ~~combination~~Combination and, solely if we seek shareholder approval, we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of ~~the~~our ~~company~~Company;

● if our initial ~~business~~Business ~~combination~~Combination is not consummated by the end of the Combination Period (or by ~~October~~January 21, ~~2023~~2025), then our existence will terminate and we will distribute all amounts in the ~~trust~~Trust ~~account~~Account; and

● prior to our initial ~~business~~Business ~~combination~~Combination, we may not issue additional shares that would entitle the holders thereof to (1i) receive funds from the ~~trust~~Trust ~~account~~Account or (2ii) vote as a class with our ~~public~~Public ~~shares~~Shares (a) on any initial ~~business~~Business ~~combination~~Combination or (b) to approve an amendment to our ~~second~~Amended ~~amended~~ and ~~restated~~Restated ~~memorandum~~Charter ~~and articles of association~~ to (x) extend the time we have to consummate a ~~business~~Business ~~combination~~Combination beyond 2136 months from the closing of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering, or ~~October~~January 21, ~~2023~~2025, or (y) amend the foregoing provisions.

These provisions cannot be amended without the approval of holders of at least two-thirds of the votes ~~which~~that are cast by holders of ~~ordinary~~Ordinary ~~shares~~Shares, voting as a single class, who, being present and entitled to vote at the general meeting of our ~~ordinary~~Ordinary ~~shares~~Shares. In the event we seek shareholder approval in connection with our initial ~~business~~Business ~~combination~~Combination, our ~~second~~Amended ~~amended~~ and ~~restated~~Restated ~~memorandum~~Charter ~~and~~provides ~~articles of association provide~~ that we may consummate our initial ~~business~~Business ~~combination~~ Combination only if approved by a majority of the ~~ordinary~~Ordinary ~~shares~~Shares voted by our shareholders at a duly held general meeting.

Additionally, our ~~second~~Amended ~~amended~~ and ~~restated~~Restated ~~memorandum~~Charter provides ~~and articles of association provide~~ that, prior to our initial ~~business~~Business ~~combination~~Combination, only holders of our ~~founder shares~~Founder Shares will have the right to vote on the appointment of directors and that holders of a majority of our ~~founder~~Founder ~~shares~~Shares may remove a member of the ~~board~~Board of ~~directors~~Directors for any reason. These provisions of our ~~second~~Amended ~~amended~~ and ~~restated~~Restated ~~memorandum~~Charter ~~and articles of association~~ may only be amended by a special resolution passed by at least 90% of our ~~ordinary~~Ordinary ~~shares~~ Shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial ~~business~~Business ~~combination~~Combination, except as required by law, holders of our ~~founder~~Founder ~~shares~~Shares and holders of our ~~public~~Public ~~shares~~Shares will vote together as a single class, with each share entitling the holder to one vote.

~~An Amendment to the Second Amended and Restated Memorandum and Articles of Association~~17

OnAmendments ~~January 19, 2023, we filed an amendment~~ to the ~~second~~Amended ~~amended~~ and ~~restated~~Restated memorandum and articles of association with the Cayman Islands Registrar of Companies, which extended the date by which the we have to consummate an initial business combination from January 21, 2023 to October 21, 2023, or such earlier date in the board’s sole discretion.Charter

On January 19, 2023, we filed an amendment to the Amended and Restated Charter with the Cayman Islands Registrar of Companies, which extended the date by which we have to consummate an initial Business Combination from January 21, 2023 to October 21, 2023, or such earlier date in the Board’s sole discretion. On October 19, 2023, we filed another amendment to the Amended and Restated Charter with the Cayman Islands Registrar of Companies, which extended the date by which we have to consummate an initial Business Combination from October 21, 2023 to January 21, 2025, or such earlier date in the Board’s sole discretion.

Competition

We have encountered and expect to continue to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing ~~for~~ for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering and the sale of the ~~private~~Private ~~units~~Units, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial ~~business~~Business ~~combination~~Combination and we are obligated to pay cash for our Class A ~~ordinary~~Ordinary ~~shares~~Shares, it will potentially reduce the resources available to us for our initial ~~business~~Business ~~combination~~Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a ~~business~~Business ~~combination~~Combination.

Conflicts of Interest

Our ~~sponsor~~Sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial ~~business~~Business ~~combination~~Combination. As a result, our ~~sponsor~~Sponsor, officers or directors could have conflicts of interest in determining whether to present ~~business~~Business ~~combination~~ Combination opportunities to us or to any other blank check company with which they may become involved.

All of our executive officers and certain of our directors have or may have fiduciary and contractual duties to certain companies in which they have invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it.

Our officers and directors have agreed to present to us all target business opportunities that have a fair market value of at least 80% of the assets held in the ~~trust~~ ~~account~~Trust Account (excluding taxes payable on the income accrued in the ~~trust~~Trust ~~account~~Account), subject to any pre-existing fiduciary or contractual obligations. If any of our officers or directors becomes aware of an initial ~~business~~Business ~~combination~~Combination opportunity that may be attractive to any entity to which he has pre-existing fiduciary or contractual obligations, he will be required to present such initial ~~business combination~~Business ~~opportunity~~Combination opportunity to such entity prior to presenting such initial ~~business~~Business ~~combination~~Combination opportunity to us. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a ~~business~~Business ~~combination~~Combination opportunity to such entity. Accordingly, they will be required to present all suitable ~~business~~Business ~~combination~~Combination opportunities to such entities prior to presenting them to our company for consideration.

We do not believe, however, that the above-mentioned fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial ~~business~~Business ~~combination~~Combination.

Our ~~second~~Amended ~~amended~~ and ~~restated memorandum~~Restated ~~and~~Charter ~~articles~~provides ~~of association provide~~ that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

~~Indemnity~~18

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations.

Employees

We currently have 2 executive officers and do not intend to have any full-time employees prior to the completion of our initial ~~business~~Business ~~combination~~Combination. Members of our ~~management~~Management Team ~~team~~ are not obligated to devote any specific number of hours to our matters but they devote as much of their time as they deem necessary to our affairs until we have completed our initial ~~business~~Business ~~combination~~Combination. The amount of time that any such person devotes in any time period varies based on ~~whether a target business has been selected for our initial business combination and~~ the ~~current~~ stage of the ~~business~~initial ~~combination~~Business Combination process we are in.

Periodic Reporting and Financial Information

Our ~~units~~Units, Class A ~~ordinary shares~~Ordinary Shares, and rights are registered under the Exchange Act, and as a result, we have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, including this Report, contain financial statements audited and reported on by our independent registered public auditors.

We will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business, such as the PSI Business Combination. These financial statements may be required to be prepared in accordance with, or be reconciled to, GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with PCAOB standards. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial ~~business~~Business ~~combination~~Combination within the prescribed time frame. While this may limit the pool of potential ~~business~~Business ~~combination~~Combination candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal control procedures for the fiscal year ended December 31, ~~2022~~2023 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the completion of our initial ~~business~~Business ~~combination~~Combination.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to 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, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering (January 21, 2027), (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.19

~~Additionally,~~We wewill ~~are~~remain aan ~~“smaller reporting~~emerging growth company” asuntil the ~~defined~~earlier inof ~~Rule 10~~(fi)~~(1)~~ ofthe ~~Regulation~~last ~~S-K. Smaller~~day ~~reporting~~of ~~companies~~the ~~may~~fiscal ~~take~~year ~~advantage~~ (x) following the fifth anniversary of ~~certain~~the ~~reduced~~completion ~~disclosure~~of ~~obligations,~~our ~~including,~~Initial Public ~~among~~Offering ~~other~~(January ~~things~~21, ~~providing~~2027), ~~only two~~(y) ~~years~~in ofwhich ~~audited~~we ~~financial~~have ~~statements. We~~total ~~will~~annual ~~remain~~gross arevenue ~~smaller~~of ~~reporting~~at ~~company~~least ~~until~~$1.235 billion, ~~the~~or ~~last~~(z) ~~day~~in which ofwe ~~the~~are ~~fiscal~~deemed ~~year~~to inbe a large accelerated filer, which ~~(1)~~ means the market value of our ~~ordinary shares~~Ordinary Shares that is held by non-affiliates exceeds $~~250~~700 million as of the end of ~~that~~the prior fiscal year’s second fiscal quarter, orand (2ii) ~~our annual~~the ~~revenues~~date ~~exceeded~~on ~~$100 million~~which ~~during~~we ~~such~~have ~~completed~~issued more ~~fiscal~~than ~~year~~$1.00 billion ~~and~~in ~~the~~non-convertible debt ~~market~~securities ~~value~~during ofthe ~~our~~prior ~~ordinary~~three-year period. ~~shares~~References ~~held~~herein byto ~~non-affiliates exceeds~~“emerging ~~$700 million~~growth ascompany” ofshall have the ~~end~~meaning ofassociated ~~that~~with ~~year’s~~it ~~second~~in ~~fiscal~~the ~~quarter~~JOBS Act.

~~Exempted~~Additionally, ~~companies~~we are ~~Cayman~~a ~~Islands~~“smaller ~~companies wishing to conduct~~reporting ~~business~~company” ~~outside~~as ~~the~~defined ~~Cayman~~in ~~Islands~~Rule 10(f)(1) of ~~and,~~Regulation S-K. Smaller asreporting ~~such,~~companies ~~are~~may ~~exempted~~take ~~from~~advantage ~~complying~~of ~~with~~ certain reduced ~~provisions~~disclosure ofobligations, ~~the~~including, ~~Companies~~among ~~Act.~~other Asthings, anproviding ~~exempted company,~~only wetwo years ~~have~~of ~~applied~~audited ~~for~~financial ~~and~~statements. ~~have~~We ~~received~~will remain a ~~tax~~smaller ~~exemption~~reporting ~~undertaking~~company ~~from~~until the ~~Cayman Islands government that, in accordance with Section~~last 6day of the ~~Tax~~fiscal ~~Concessions~~year ~~Law~~in ~~(2018~~which ~~Revision~~(i) of the ~~Cayman~~market ~~Islands,~~value ~~for a period~~ of ~~20 years~~our ~~from~~Ordinary ~~the date of the undertaking,~~Shares noheld ~~law~~by ~~which~~non-affiliates exceeds is$250 million ~~enacted~~as inof the ~~Cayman~~end ~~Islands~~of ~~imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition,~~ that noyear’s ~~tax~~second tofiscal ~~be levied on profits~~quarter, ~~income, gains~~ or ~~appreciations or which is in the nature of estate duty or inheritance tax shall be payable~~ (1ii) ~~on or in respect of~~ our ~~shares,~~annual revenues ~~debentures~~exceeded ~~or other obligations or (2)~~$100 ~~by way~~million ofduring ~~the~~such ~~withholding~~completed infiscal ~~whole~~year orand inthe ~~part~~market ofvalue ~~a payment~~ of ~~dividend~~our orOrdinary ~~other~~Shares ~~distribution~~held ~~of income or capital~~ by ~~us to our shareholders~~non-affiliates exceeds or$700 million aas ~~payment~~ of ~~principal~~the orend ~~interest~~of orthat ~~other~~year’s ~~sums~~second ~~due~~fiscal ~~under a debenture or other obligation of us~~quarter.

Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

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. However, ~~below~~the following is a partial list of ~~material~~ material risks, uncertainties and other factors that could have a material effect on ~~the~~us ~~Company~~ and ~~its~~our operations:

● we are a blank check company and an early stage company with no revenue or basis to evaluate our ability to select a suitable business target;

● we may not be able to select an appropriate target business or businesses and complete our initial ~~business~~Business ~~combination~~Combination, including the PSI Business Combination, in the prescribed time frame;

● our expectations around the performance of a prospective target business or businesses, such as PSI, may not be realized;

● we may not be successful in retaining or recruiting required officers, key employees or directors following our initial ~~business~~Business ~~combination~~Combination, including the PSI Business Combination;

● our officers and directors may have difficulties allocating their time between ~~the~~our Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial ~~business~~Business ~~combination~~Combination;

● we may not be able to obtain additional financing to complete our initial ~~business~~Business ~~combination~~Combination or reduce the number of shareholders requesting redemption;

● we may issue our shares to investors in connection with our initial ~~business~~Business ~~combination~~Combination at a price that is less than the prevailing market price of our shares at that time;

● ~~you~~our shareholders may not be given the opportunity to choose the initial business target or to vote on the initial ~~business~~Business ~~combination~~Combination;

15● Trust Account funds may not be protected against third party claims or bankruptcy;

● ~~trust~~an ~~account~~active ~~funds~~market for our public securities may not bedevelop ~~protected~~and ~~against~~our ~~third~~shareholders ~~party~~will ~~claims~~have orlimited ~~bankruptcy~~liquidity and trading;

● anour ~~active~~financial ~~market~~performance ~~for~~following ~~our~~a ~~public~~Business ~~securities~~Combination with an entity may ~~not~~be ~~develop~~negatively ~~and~~affected ~~you~~by ~~will~~their ~~have~~lack ~~limited~~of ~~liquidity~~an established record of revenue, cash flows and ~~trading~~experienced management;

● ~~the~~there ~~availability~~may be more competition to usfind ofan ~~funds~~attractive ~~from~~target ~~interest~~for ~~income~~an oninitial ~~the~~Business ~~trust~~Combination, ~~account~~which ~~balance~~could ~~may~~increase bethe ~~insufficient~~costs toassociated ~~operate~~with completing our ~~business~~initial ~~prior~~Business Combination and may result in our inability to ~~the~~find ~~business~~a ~~combination~~suitable target;

~~● our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management;~~20

● ~~there~~changes ~~may~~in bethe ~~more~~market ~~competition to find an attractive target~~ for andirectors ~~initial~~and ~~business~~officers ~~combination,~~liability ~~which~~insurance could ~~increase~~make ~~the~~it ~~costs~~more ~~associated~~difficult ~~with~~and ~~completing~~more ~~our~~expensive ~~initial~~for ~~business~~us ~~combination~~to negotiate and ~~may~~complete ~~result~~an ininitial ~~our~~Business ~~inability to find a suitable target~~Combination;

● ~~changes~~if inwe do not consummate the ~~market~~PSI ~~for~~Business ~~directors~~Combination, ~~and~~we ~~officers~~may ~~liability~~attempt ~~insurance~~to ~~could~~simultaneously ~~make~~complete itBusiness ~~more~~Combinations ~~difficult~~with ~~and~~multiple ~~more~~prospective ~~expensive~~targets, ~~for~~which usmay tohinder ~~negotiate~~our ~~and~~ability to complete anour initial ~~business~~Business ~~combination~~Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

● we may ~~attempt~~engage one or more of our underwriters or one of their respective affiliates to ~~simultaneously~~provide ~~complete~~additional ~~business~~services ~~combinations~~to ~~with~~us ~~multiple~~after ~~prospective~~the ~~targets~~Initial Public Offering, which may ~~hinder~~include ~~our~~acting ~~ability~~as toa ~~complete~~financial ~~our~~advisor in connection with an initial ~~business~~Business ~~combination~~Combination ~~and~~or ~~give~~as ~~rise~~placement agent in connection with a related financing transaction. Our underwriters are entitled to ~~increased~~receive ~~costs~~deferred ~~and~~underwriting ~~risks~~commissions that ~~could~~will ~~negatively~~be ~~impact~~released ~~our~~from ~~operations~~the Trust Account only upon a completion of an initial Business Combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering, including, for example, in connection with the sourcing and ~~profitability~~consummation of an initial Business Combination;

● we may ~~engage~~attempt ~~one~~to orcomplete ~~more of~~ our ~~underwriters~~initial orBusiness ~~one~~Combination ofwith ~~their~~a ~~respective~~private ~~affiliates~~company toabout ~~provide~~which ~~additional~~little ~~services~~information tois usavailable, ~~after~~such ~~the~~as ~~initial public offering~~PSI, which may ~~include~~result ~~acting~~in as a ~~financial~~Business ~~advisor~~Combination ~~in connection~~ with ~~an initial business combination or as placement agent in connection with~~ a ~~related~~company ~~financing transaction. Our underwriters are entitled to receive deferred underwriting commissions~~ that ~~will~~is benot ~~released~~as ~~from~~profitable ~~the~~as ~~trust~~we account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offeringsuspected, ~~including,~~if ~~for~~at ~~example, in connection with the sourcing and consummation of an initial business combination~~all;

● wesince ~~may~~our ~~attempt~~Sponsor towill ~~complete~~lose their entire investment in us if our initial ~~business~~Business ~~combination~~Combination is not completed (other than with arespect ~~private~~to ~~company~~any ~~about~~Public ~~which~~Shares ~~little~~they ~~information~~may isacquire ~~available~~during or after our Initial Public Offering), ~~which~~and because our Sponsor, officers and directors may ~~result~~profit substantially even under circumstances in awhich ~~business~~our ~~combination~~Public Shareholders would experience losses in connection with their investment, a ~~company~~conflict ~~that~~of isinterest ~~not~~may asarise ~~profitable~~in asdetermining wewhether ~~suspected,~~a ifparticular atBusiness ~~all~~Combination target is appropriate for our initial Business Combination;

● ~~since~~the ~~our~~value ~~initial~~of ~~shareholders~~the ~~will~~Founder ~~lose~~Shares ~~their~~following ~~entire~~completion ~~investment~~of ~~in us if~~ our initial ~~business~~Business ~~combination~~Combination is ~~not~~likely ~~completed (other than with respect~~ to ~~any~~be ~~public~~substantially ~~shares~~higher ~~they~~than ~~may~~the ~~acquire~~nominal ~~during~~price orpaid ~~after~~for ~~our initial public offering)~~them, ~~and because our sponsor, officers and directors may profit substantially~~ even ~~under~~if ~~circumstances~~the intrading ~~which~~price ~~our public shareholders would experience losses in connection with their investment, a conflict~~ of ~~interest~~our ~~may~~Ordinary ~~arise~~Shares inat ~~determining~~such ~~whether~~time ~~a particular business combination target~~ is ~~appropriate~~substantially ~~for~~less ~~our~~than ~~initial~~$11.44 ~~business~~per ~~combination~~share;

● ~~changes~~resources incould ~~laws~~be orwasted ~~regulations~~in orresearching ~~how~~acquisitions ~~such~~that ~~laws~~are ornot ~~regulations~~completed, ~~are~~which ~~interpreted~~could ormaterially ~~applied,~~adversely oraffect asubsequent ~~failure~~attempts to ~~comply~~locate and acquire or merge with ~~any~~another ~~laws~~business. orIf ~~regulations,~~we ~~may~~have ~~adversely~~not ~~affect~~completed our ~~business,~~initial ~~including~~Business Combination within the Combination Period, our ~~ability~~Public toShareholders ~~negotiate~~may ~~and~~receive ~~complete~~only ~~our~~approximately ~~initial~~$11.44 ~~business~~per ~~combination~~share, ~~and~~or ~~results~~less than such amount in certain circumstances, on the liquidation of ~~operations~~our Trust Account and our Rights will expire worthless;

● the value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.72 per share (assuming we utilize the full extension period through October 21~~, 2023);~~

● ~~resources~~we ~~could~~may not be ~~wasted~~able into ~~researching~~complete ~~acquisitions~~an ~~that~~initial ~~are~~Business ~~not~~Combination ~~completed,~~with ~~which~~certain ~~could~~potential ~~materially~~target ~~adversely~~companies ~~affect~~if ~~subsequent~~a ~~attempts~~proposed totransaction ~~locate~~with ~~and~~the ~~acquire~~target company may be subject to review or ~~merge~~approval ~~with~~by ~~another~~regulatory ~~business~~authorities pursuant to certain U.S. Ifor weforeign ~~have~~laws ~~not~~or ~~completed~~regulations, ~~our~~including ~~initial~~the ~~business~~Committee ~~combination~~on ~~within~~Foreign Investment in the ~~Combination~~United ~~Period~~States ("CFIUS”). Our Chief Executive Officer, ~~our~~Eric ~~public~~Chen, ~~shareholders~~a Canadian citizen, holds an approximate 65% interest in the Sponsor, and therefore we or our Sponsor may ~~receive~~constitute ~~only~~a ~~approximately~~“foreign ~~$10.72~~person” ~~per~~under ~~share~~CFIUS ~~(assuming~~rules and regulations. Were we ~~utilize~~considered ~~the~~to ~~full~~be ~~extension~~a ~~period~~“foreign ~~through~~person” ~~October~~under ~~21,~~such ~~2023)~~rules and regulations, orany ~~less~~proposed ~~than~~Business ~~such~~Combination ~~amount~~between us and a U.S. business engaged in ~~certain~~a ~~circumstances,~~regulated onindustry ~~the~~or ~~liquidation~~which ofmay ~~our~~affect ~~trust~~national ~~account~~security could be subject to such foreign ownership restrictions and/or CFIUS review;

	●	in March 2022, the SEC issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with such proposals may cause us to liquidate the funds in the trust account or liquidate the Company at an earlier time than we might otherwise choose;
	●	if we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate the Company;

●

market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a Business Combination;

16● if our initial business combination involves a company organized under the laws of a state of the United States, it is possible the Excise Tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection with such initial business combination;

● toadverse ~~mitigate~~developments ~~the~~affecting ~~risk that we might be deemed to be an investment company for purposes of~~ the ~~Investment~~financial ~~Company~~services ~~Act~~industry, weincluding ~~expect~~events ~~that~~or weconcerns ~~will~~involving liquidity, ondefaults or ~~prior to the 24~~non-~~month~~performance ~~anniversary~~by offinancial ~~the effective date of our Registration Statement~~institutions, ~~instruct~~could ~~the~~adversely ~~trustee~~affect ~~to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest bearing demand deposit account until the earlier of the consummation of~~ our ~~initial~~ business ~~combination or our liquidation. As a result~~, ~~following~~financial ~~the~~condition liquidation of investments in the trust account, we would likely receive less interest on the funds held in the trust account, which would likely reduce the dollar amount our public shareholders would receive upon any redemption or ~~liquidation~~results of the Company; ● we may not be able to complete an initial business combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulationsoperations, including the Committee on Foreign Investment in the United States; ● recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial business combination; ● military conflict in Ukraine or elsewhere may lead to increased price volatility for publicly traded securities, which could make it more difficult for us to consummate an initial business combination; and ● there is substantial doubt about our ~~ability to continue as a “going concern”.~~prospects;

~~Adverse~~● ~~developments~~military ~~affecting~~or ~~the~~other ~~financial services~~conflicts ~~industry~~in Ukraine, ~~including~~the ~~events~~Middle East or ~~concerns~~elsewhere ~~involving~~may ~~liquidity,~~lead ~~defaults~~to orincreased ~~non-performance~~volume byand ~~financial~~price ~~institutions~~volatility for publicly traded securities, ~~could~~or ~~adversely~~ affect ~~our~~the ~~business,~~operations or financial condition orof ~~results~~potential oftarget ~~operations~~companies, orwhich ~~our~~could ~~prospects.~~make it more difficult for us to consummate an initial Business Combination; and

~~The~~● ~~funds~~there inis ~~our~~substantial ~~operating account~~doubt ~~and~~about our ~~trust~~ability ~~account~~to ~~are~~continue ~~held~~as ina ~~banks or other financial institutions. Our cash held in non-interest bearing and interest-bearing accounts would exceed any applicable Federal Deposit Insurance Corporation (~~“~~FDIC”)~~going ~~insurance limits~~concern. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. Although we did not have any funds in Silicon Valley Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues.”

InNasdaq ~~addition,~~may ~~investor~~delist ~~concerns regarding~~our ~~the~~securities ~~U.S.~~from ~~or international financial systems could result in less favorable commercial financing terms, including higher interest~~trading ~~rates~~on orits ~~costs~~exchange ~~and~~prior ~~tighter financial and operating covenants, or systemic limitations on access~~ to ~~credit~~the ~~and~~Business ~~liquidity sources~~Combination, ~~thereby making~~which itcould ~~more~~limit ~~difficult~~investors’ ~~for~~ability us to ~~acquire~~make ~~financing~~transactions ~~on terms favorable to us~~ in ~~connection with a potential business combination, or at all, and could have material adverse impacts on~~ our ~~liquidity,~~securities ~~our business, financial condition or results of operations,~~ and ~~our~~ ~~prospects.~~subject ~~Our~~it ~~business~~to ~~may be adversely impacted by these developments in ways that we cannot predict at this time, there may be~~ additional ~~risks~~ ~~that~~trading ~~we have not yet identified, and we cannot guarantee that we will be able to avoid negative consequences directly or indirectly from any failure of one or more banks or other financial institutions~~restrictions.

~~For~~We ~~the~~cannot ~~complete~~assure ~~list of risks relating to~~ our ~~operations,~~shareholders ~~see~~that ~~the section titled “Risk Factors” contained in~~ our ~~Registration Statement, (ii) Annual Report~~securities onwill ~~Form~~continue ~~10-K~~to ~~for~~be ~~the~~listed ~~year ended December 31, 2021, as filed with the SEC~~ on ~~March~~Nasdaq ~~29,~~in ~~2022, (iii) Quarterly Reports on Form 10-Q for~~ the ~~quarterly~~ ~~periods~~future ~~ended March 31, 2022, June 30, 2022~~ and ~~September~~prior ~~30,~~to ~~2022, as filed with~~ the ~~SEC~~Business onCombination. ~~May~~In ~~13,~~order ~~2022,~~to ~~August~~continue ~~10,~~listing ~~2022~~our ~~and~~securities ~~November 14, 2022, respectively and (iv) Definitive Proxy Statement~~ on ~~Schedule~~Nasdaq ~~14A,~~prior asto ~~filed with~~ the ~~SEC~~Business ~~on January 18~~Combination, ~~2023.~~we ~~Any~~must ~~of these~~maintain ~~factors~~certain ~~could result in a significant or material adverse effect on our results of operations or~~ financial, ~~condition.~~distribution ~~Additional risks~~and ~~could~~share ~~arise~~price ~~that may also affect our business or ability to consummate an initial business combination~~levels. ~~We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.~~

On May 11, 2023, we received a deficiency letter (the “First Nasdaq Letter”) from the Listing Qualifications Department (the “Nasdaq Staff”) of Nasdaq notifying us that, for the preceding 30 consecutive business days, our Market Value of Listed Securities (“MVLS”) was below the $50 million minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”).

Also on May 11, 2023, we received a deficiency letter (the “Second Nasdaq Letter”) from the Nasdaq Staff notifying us that, for the preceding 30 consecutive business days, our Market Value of Publicly Held Shares (“MVPHS”) was below the $15 million minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(3)(C) (the “MVPHS Requirement”).

The First Nasdaq Letter and Second Nasdaq Letter received had no immediate effect on our Nasdaq listing. The Nasdaq Listing Rules provided us with a compliance period of 180 calendar days in which to regain compliance. If at any time during this compliance period, our MVLS closed at $50 million or more and our MVPHS closed at $15 million or more for a minimum of ten consecutive business days, Nasdaq would provide us written confirmation of compliance.

On September 25, 2023, we received a deficiency letter (the “Third Nasdaq Letter”) from the Nasdaq Staff notifying us that our 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”).

The Third Nasdaq Letter had no immediate effect on our Nasdaq listing. The Nasdaq rules provided us with 45 calendar days to submit a plan to regain compliance and a compliance period of up to 180 calendar days in which to evidence compliance.

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

Pursuant to the Notice, unless a hearing is timely requested before the Nasdaq Hearings Panel (the “Panel”), our securities would have been subject to suspension and delisting from The Nasdaq Global Market at the opening of business on December 1, 2023, and a Form 25-NSE would be filed with the SEC, which would remove our securities from listing and registration on Nasdaq. Alternatively, we could consider applying to list its securities on The Nasdaq Capital Market, provided we satisfy the requirements for continued listing on that market. The Nasdaq Capital Market is a continuous trading market that operates in substantially the same manner as The Nasdaq Global Market. In connection with the First Nasdaq Letter, Second Nasdaq Letter and Third Nasdaq Letter, we timely requested a hearing before the Panel.

The hearing to appeal the Nasdaq Notice was held on February 22, 2024 (see Note 1). Our 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, we received a letter from the Nasdaq Staff indicating that we regained compliance with the MVPHS requirement. On March 14, 2024, the Panel issued its decision, which granted our request for continued listing, subject to certain conditions, including that (i) on or before May 1, 2024, we advise the Panel on the status of the SEC review of the PSI Registration Statement, (ii) or before May 15, 2024, we hold a shareholder meeting and obtain approval for completion of our Business Combination; and (iii) on or before May 20, 2024, we close our Business Combination and the new entity shall demonstrate compliance with Listing Rule 5505.

If Nasdaq delists our securities from trading on its exchange, whether due to our inability to comply regain compliance or otherwise, and we are not able to list our securities on another national securities exchange, we expect that our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

●

our ability to complete the Business Combination;

●

a limited availability of market quotations for our securities;

●

reduced liquidity for our securities;

●

a determination that our Class A Ordinary Shares are “penny stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

●

a limited amount of news and analyst coverage; and

●

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Units, Class A Ordinary Shares and Rights are currently listed on the Nasdaq Global Market, such securities are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, its securities would not be covered securities and it would be subject to regulation in each state in which it offers its securities.

We may seek to further extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other adverse effects on our Company.

We may seek to further extend the Combination Period. Such an extension would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion 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.

If we seek to further extend the Combination Period, such extension would not be in compliance with Nasdaq rules, and unless Nasdaq were to grant us an exemption, will likely lead Nasdaq to suspend trading in or delist our securities.

Our securities are listed on the Nasdaq Global Market. Nasdaq IM-5101-2 requires that a SPAC complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement, which, in our case, would be January 21, 2025 (the “Nasdaq Deadline”). If we were to seek to further extend the Combination Period beyond January 21, 2025, our Combination Period would extend beyond the Nasdaq Deadline. Consequently, further extension of our Combination Period does not comply with Nasdaq rules. There is a risk that, even if an extension were approved by our shareholders, trading in our securities may be suspended and we may be subject to delisting by Nasdaq. We cannot assure you that (i) Nasdaq will not delist our securities in the event such an extension were approved and we do not complete one or more Business Combinations by the Nasdaq Deadline, (ii) we will be able to obtain a hearing with the Panel to appeal the delisting determination, or (iii) our securities will not be suspended pending the Panel’s decision.

If Nasdaq delists any of our securities from trading and we are unable to list our securities on another national securities exchange, we expect our securities could potentially be quoted on an over-the-counter market. However, if this were to occur, we could face significant material adverse consequences.

Cyber incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with whom we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. Any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.

On January 24, 2024, the SEC adopted the 2024 SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC Business Combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for Business Combination registration statements.

In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals.

Compliance with the 2024 SPAC Rules and related guidance may (i) increase the costs of and the time needed to negotiate and complete an initial Business Combination and (ii) constrain the circumstances under which we could affect our ability to complete an initial Business Combination.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.

The SEC’s adopting release with respect to the 2024 SPAC Rules provided guidance relating to the potential status of SPACs as investment companies subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company is dependent on specific facts and circumstances and we can give no assurance that a claim will not be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including (i) restrictions on the nature of our investments; and (ii) restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination.

In addition, we may have imposed upon us burdensome requirements, including: (i) registration as an investment company; (ii) adoption of a specific form of corporate structure; and (iii) reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are mindful of the SEC’s investment company definition and guidance and intend to complete an initial Business Combination with an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold.

We do not believe that our business activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account are invested only in U.S. government treasury obligations with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, on February 6, 2024, we instructed Continental, as trustee of the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

Pursuant to the Trust Agreement, Continental is not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intended to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our Initial Public Offering was not intended for persons who were seeking a return on investments in government securities or investment securities. The Trust Account is intended solely as a temporary depository for funds pending the earliest to occur of: (i) the completion of our initial Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our Amended and Restated Charter (x) in a manner that would affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period; or (y) with respect to any other provision relating to the rights of holders of shares of our Class A Ordinary Shares or pre-initial business combination activity; or (iii) absent an initial Business Combination within the Combination Period, our return of the funds held in the trust account to our Public Shareholders as part of our redemption of the Public Shares.

We are aware of litigation claiming that certain SPACs should be considered investment companies. Although we believe that these claims are without merit, we cannot guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial Business Combination or may result in our liquidation. If we are unable to complete our initial Business Combination, our Public Shareholders may receive only approximately $11.44 per Public Share (as of December 31, 2023) upon the liquidation of our Trust Account and our Rights will expire worthless.

For additional risks relating to our operations, other than as set forth above, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2022 Annual Report and 2021 Annual Report, (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 13, 2023, August 11, 2023, May 12, 2023, November 14, 2022, August 10, 2022, and May 13, 2022, respectively and (iv) Definitive Proxy Statement on Schedule 14A 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.

For risks related to PSI and the PSI Business Combination, please see the PSI Registration Statement once filed.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity.

As a blank check company, we do not have any operations and our sole business activity has been to search for and consummate a Business Combination. However, because we have investments in our Trust Account and bank deposits and we depend on the digital technologies of third parties, we and third parties may be subject to attacks on or security breaches in our or their systems. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, the management team will report to the board of directors and provide updates on the management team’s incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our Initial Public Offering.

Item 2. Properties.

Our executive offices are located at 875 Third Avenue, Suite M204A, New York, NY 10022, and our telephone number is (212) 380-8128. The cost for our use of this space is included in the $10,000 per month fee we pay to our ~~sponsor~~Sponsor for office space, administrative and shared personnel support services. pursuant to the Administrative Support Agreement. We consider our current office space adequate for our current operations.

Item 3. Legal Proceedings.

To the knowledge of our ~~management team~~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 or against any of our property.

Item 4. Mine Safety Disclosures.

Not applicable.

1726

PART II

(a)

Market Information

Our ~~units~~Units, ~~public~~Public ~~shares~~Shares and ~~public~~ ~~rights~~Public ~~are~~Rights are each traded on the Nasdaq Global Market under the symbols “AIBBU”, “AIB” and “AIBBR”, respectively. Our ~~units~~Units commenced public trading on January 19, 2022, and our ~~public~~Public ~~shares~~Shares and ~~public~~Public ~~rights~~Rights commenced separate public trading on February 23, 2022.

(b)

Holders

On March 2921, ~~2023~~2024, there were three holders of record of our ~~units~~Units, ~~two~~three holders of record of our Class A ~~ordinary~~Ordinary ~~shares~~Shares and one holder of record of our rights.

(c)

Dividends

We have not paid any cash dividends on our ~~ordinary~~Ordinary Shares ~~shares~~ to date and do not intend to pay cash dividends prior to the completion of our initial ~~business~~Business ~~combination~~Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial ~~business~~Business ~~combination~~Combination. The payment of any cash dividends subsequent to our initial ~~business~~Business ~~combination~~ Combination will be within the discretion of our ~~board~~Board of ~~directors~~Directors at such time. In addition, our ~~board~~Board of ~~directors~~ Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial ~~business~~Business ~~combination~~Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d)

Securities Authorized for Issuance Under Equity Compensation Plans

None.

(e)

Recent Sales of Unregistered Securities

~~None~~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 in the Founder Share Conversion. 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 others, 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; consequently, the Class A Ordinary Shares issued in connection with the Founder Share Conversion are not registered under the Securities Act and remain unregistered until registration is demanded by the Sponsor pursuant to the Letter Agreement we entered into with our Sponsor, officers and directors. Following the Founder Share Conversion and the redemptions in connection with 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. For more information on the Founder Share Conversion and the Founder Shares’ transfer restrictions, see “Item 1. Business”.

(f)

Use of Proceeds from the Initial Public Offering

For a description of the use of proceeds generated in our ~~initial~~Initial ~~public~~Public Offering ~~offering~~ and ~~private~~Private ~~placement~~Placement, see Part II, Item 5(f) of ~~our Annual Report on Form 10-K for~~ the ~~year~~2022 ~~ended~~and ~~December 21,~~ 2021, asAnnual ~~filed with the SEC on March 29, 2022~~Report. There has been no material change in the planned use of proceeds from our ~~initial~~Initial ~~public~~Public ~~offering~~Offering and ~~private~~Private ~~placement~~Placement as described in the IPO Registration Statement. ~~Our~~The specific ~~investments~~ investments in our ~~trust~~Trust ~~account~~Account may change from time to time.

On February 6, 2024, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Citibank, with Continental continuing to act as trustee, until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the 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.

(g)

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~None~~On October 19, 2023 we held the Second Extension Meeting and approved, among other things, the Second Extension Amendment, which extended the date by which we must consummate a Business Combination from October 21, 2023 to January 21, 2025 (or such earlier date as determined by the Board). In connection with the Second Extension Amendment, Public Shareholders holding 16,501 Public Shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. We paid cash in the aggregate amount of $185,030, or approximately $11.21 per share, to redeeming Public Shareholders.

The following table contains monthly information about the repurchases of our equity securities for the three months ended December 31, 2023:

Period	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
October 1 – October 31, 2023		16,501	$	11.21		—		—

November 1 – November 30, 2023		—		—		—		—

December 1 – December 31, 2023		—		—		—		—

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements inunder this ~~section~~Item regarding our financial position, business strategy and the plans and objectives of 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 are based on the beliefs of our ~~management~~Management, as well as assumptions made by, and information currently available to, our ~~management~~Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed 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 financial statements and the notes thereto contained elsewhere in this Report.

Overview

We are a blank check company formed for the purpose of effecting ana ~~initial~~Business ~~business~~Combination ~~combination~~ with one or more target businesses. We intend to effectuate our ~~business combination~~Business Combination using cash from the proceeds of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering and the ~~sale~~Private ~~of the 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~~Business ~~combination~~Combination will be successful.

Recent Developments

PSI Business Combination

On December 27, 2023, we entered into the PSI Business Combination Agreement with, the Sponsor, the Pubco, the First Merger Sub, the Second Merger Sub, and PSI.

Pursuant to the PSI Business Combination Agreement, subject to the terms and conditions set forth therein, at the Closing, (i) the First Merger Sub will merge with and into PSI, with PSI surviving such 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 (ii) one business day following the First Merger, the Second Merger Sub will merge with and into our Company, with our Company surviving the Second Merger as a wholly-owned subsidiary of the Pubco and our outstanding securities being converted into the right to receive substantially equivalent securities of the Pubco.

On December 21, 2023, we entered into an amendment to the Underwriting Agreement with maxim, 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 (as defined in the PSI Business Combination) upon the consummation of the PSI Business Combination.

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”.

Extensions of Our Combination Period

Founder Share Conversion

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 December 31, ~~2022~~2023 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~~Business Combination. We do not expect to generate any operating revenues until after the completion of our initial ~~business~~Business ~~combination~~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~~Trust ~~account~~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, ana ~~initial~~Business ~~business combination~~Combination.

For the year ended December 31, ~~2022~~2023, we had a net ~~income~~loss of $~~588~~733,~~411~~308, which primarily consists of ~~interest~~general ~~earned~~and onadministrative ~~investments~~expenses ~~held in trust account~~ of $1,~~383~~432,~~127 and~~432, ~~unrealized~~offset ~~gain~~by interest and dividends earned on investments held in ~~trust~~the ~~account~~Trust ofAccount ~~$29,948, offset by general and administrative expenses~~ of $~~824~~699,~~664~~124.

For the ~~period~~year ~~June~~ended ~~18, 2021 (inception) through~~ December 31, ~~2021~~2022, we had a net ~~loss~~income of $23588,~~277~~411, which primarily consists of ~~formation~~interest earned on investments held in the Trust Account of $1,383,127 and unrealized gain on investments held in the Trust Account of $29,948, offset by general and administrative expenses of $824,664.

Liquidity and Capital Resources

As of December 31, 2022, we had $44,217 in its operating bank account, and working capital deficit of $59,776.

Our liquidity needs up to the closing of the IPO on January 21, 2022 were satisfied through proceeds from notes payable and advances from related party and from the issuance of common stock.

In order to finance transaction costs in connection with an initial business combination, our sponsor or an affiliate of our sponsor or certain of the our officers and directors may, but are not obligated to, provide us with Working Capital Loans. The management plans to continue its efforts to complete an initial business combination within the Combination Period.

On January 20, 2023, we issued the Extension Note, a promissory note in the aggregate principal amount of up to $450,000 to our sponsor, pursuant to which the Extension Funds will be deposited into the trust account in monthly installments for the benefit of each outstanding public share that was not redeemed in connection with the extension of the end of the Combination Period from January 21, 2023 to October 21, 2023. The sponsor has agreed to pay $50,000 per month that the board decides to take to complete an initial business combination into the trust account, which equates to approximately $0.05 per remaining public share, for each calendar month (commencing on January 21, 2023 and continuing through October 21, 2023, or portion thereof), 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.

On January 23, 2023, we issued the Working Capital Note, a promissory note in the principal amount of up to $500,000 to our sponsor. The Working Capital Note was issued in connection with advances our 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 our 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 share and one right exchangeable into one-tenth of one Class A ordinary 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. The Conversion Units are identical to the units issued by us to our sponsor in the private placement. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Working Capital Note.

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.

On January 19, 2023, upon the shareholders’ approval, we entered into an amendment to the trust agreement to extend the date by which we are 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. As a result, we have up to 21 months from the closing of the initial public offering on January 21, 2022 to consummate an initial business combination, unless further extended as permitted by our second amended and restated memorandum and articles of association . It is uncertain that we will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

In 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, 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.

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 Policies

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

Net Loss per Ordinary Share

We have two outstanding classes of shares, Class A ordinary shares and Class B ordinary shares. Class A shares include redeemable and non-redeemable shares. Earnings and losses are shared pro rata between the two classes of shares which includes Class A ordinary shares and Class B ordinary shares and between the redeemable and the non-redeemable shares. The 9,095,975 Class A ordinary shares for which the outstanding public rights and private rights are exercisable were excluded from diluted earnings per share for the period ended December 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary shares is the same as basic net income per ordinary share for the period.

Recent Accounting Standards

In August 2020, the FASB issued ASU Topic 2020-06, “Debt — debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 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. We adopted ASU 2020-06 on June 18, 2021 (inception). Adoption of ASU 2020-06 did not impact our 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.

Factors That May Adversely Affect Our Results of Operations

Our results of operations and our ability to complete an initial ~~business~~Business ~~combination~~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~~Business ~~combination~~Combination.

2130

Liquidity, Capital Resources and Going Concern

As of December 31, 2023, we had $114,709 in our operating bank account and working capital deficit of $1,592,208, which excludes investments held in the Trust Account, the liability for convertible note and deferred underwriting fee.

On July 30, 2021, our Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note. The IPO Promissory Note became payable on the Initial Public Offering and is non-interest bearing. On January 21, 2022, the IPO Promissory Note was repaid in full.

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required. Any such Working Capital Loans would be on an interest-free basis and would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into Conversion Units at a price of $10.00 per Conversion Unit, at the option of the lender. The Conversion Units would be identical to the Private Units issued to our Sponsor. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

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 Share and one right exchangeable into one-tenth of one Class A Ordinary 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 Conversion Units. The Conversion Units are identical to the Private Units issued by us to the Sponsor in the Private Placement. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Working Capital Note. As of December 31, 2023, there was an outstanding balance of $500,000 on the Working Capital Note.

On October 19, 2023, in connection with the 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 are deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the Second Extension Amendment. The Sponsor agreed to pay $50,000 (or $0.05 per Public Share not redeemed) per month that the Board decides to take to complete an initial Business Combination, commencing on October 21, 2023 and continuing through January 21, 2025. As of December 31, 2023, $150,000 had been deposited into the Trust Account in connection with the Second Extension Note. The Second 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 our liquidation. As of December 31, 2023, the Trust Account contains approximately $11.44 per remaining Public Share outstanding.

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.

In 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.

We have entered into the Administrative Support Agreement, pursuant to which, we pay our Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of our initial Business Combination or our liquidation, we will cease paying any of these monthly fees. Accordingly, in the event the consummation of our initial Business Combination takes the maximum 36 months, or until January 21, 2025, our Sponsor will be paid up to $10,000 per month ($360,000 in the aggregate) for office space, administrative and support services and is entitled to be reimbursed for any out-of-pocket expenses.

For more information on the agreements we have entered into with Maxim in connection with the PSI Business Combination, please see “PSI Business Combination” above.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of the end of the reporting period, we have not identified any critical accounting estimates.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the financial statements and notes thereto included elsewhere in this Report.

Item 7A. 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 8. Financial Statements and Supplementary Data.

Reference is made to pages F-1 through F-2022 comprising a portion of this Report, which are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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 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~~Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our ~~management~~Management, including our 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~~fiscal byyear ~~this~~ended ~~Report~~December 31, 2023.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal ~~Controls~~Control over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our ~~management~~Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our ~~company~~Company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our ~~management~~Management and directors, and

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

22Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making these assessments, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, Management determined that we maintained effective internal control over financial reporting as of December 31, 2023.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2022.

This Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the fiscal year ended December 31, ~~2022~~2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

Trading Arrangements

During the quarterly period ended December 31, 2023, 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

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

As of the date of this Report, our directors and officers are as follows:

Name	Age		Title
Axel Hoerger		5657	Chairman of Board
Eric Chen		4849	Chief Executive Officer, Director
Jie Gao		3940	Chief Financial Officer
David Adelman		5859	Independent Director
Merry Tang		6364	Independent Director
David Knower		6162	Independent Director

The experience of our directors and executive officers is as follows:

Axel Hoerger has served as our Chairman of the Board since inception. He has been serving as the CEO of Petiole Asset Management, a small asset management firm in Switzerland that focuses on private equity investments for private families since June 2022. He served as CEO of Lombard International Assurance, Luxembourg from February 2016 to June 2020. He served as CEO UBS Deutschland AG and Head One Market Wealth Management Germany & Austria from 2011 to March 2015. From June 2010 to 2011, he served as CEO Wealth Management of UBS Deutschland AG. From 2009 to March 2010, he served as Head of Institutional Sales for Goldman Sachs Asset Management in EMEA. From 1994 to 2009, Mr. Hoerger served in various leadership positions at Goldman Sachs Investment Management. Mr. Hoerger received his Master of Business Administration from Johann Wolfgang Goethe University in 1993. We believe he is well qualified to serve on our ~~board~~ Board of ~~directors~~ Directors due to his extensive experience in finance and investing.

Eric Chen has served as our Chief Executive Officer since inception. Mr. Chen served as our Chief Financial Officer from inception until our ~~initial public~~Initial ~~offering.~~Public Offering. Since 2017, he has been the CEO of American International Bank (“AIB”) in New York, NY. From 2008 to 2014, Mr. Chen served as Senior Vice-President of Macquarie Group Limited in Beijing, China. From 2003 to 2008, he served as Vice-President (Global Special Situations Group) of Citigroup Hong Kong. Mr. Chen worked as a Specialist (Asset Management Department) of Taiwan Asset Management Corporation (TAMCO) from 2002 to 2003. Mr. Chen received his Master of Science degree in Actuarial Science from Boston University in 2000 and Bachelor of Arts in Administrative and Commercial Studies from University of Western Ontario in 1995. We believe his broad experience and networks in the investment field will be instrumental during the de-SPAC process.

Jie Gao has served as our Chief Financial Officer since January 2022. Since July 2018, she has served as the Managing Partner and Founder of HG, LLP, practicing in M&A due diligence, SEC reporting and business valuation. From April 2016 to June 2018, Ms. Gao served as Manager in the M&A Deal Advisory Group of KPMG. From March 2011 to April 2016, she was a Manager in the Financial Service Group of Pricewaterhouse Coopers. Ms. Gao served as Senior Auditor for Acquavella, Chiarelli, Shuster, Berkower & Co., LLP from June 2010 to February 2011 and auditor of Moore Stephens International from 2008 to April 2010. Ms. Gao received her M.S. in Accounting and Information Analysis from Lehigh University in 2007 and Bachelor of Business Administration in Accounting from Beijing Jiaotong University in 2006. We believe her extensive experience in accounting will be instrumental during the de-SPAC process.

24David Adelman has served as one of our independent directors since January 2022, is an American lawyer, diplomat, and legislator. He is currently the Managing Director and the General Counsel of KraneShares since 2021. He was the United States Ambassador to the Republic of Singapore from 2010 to 2013 during the Obama-Biden Administration. He was a partner in the global law firm Reed Smith LLP working out of the firm’s New York office from 2015 to 2021. Mr. Adelman is a former Managing Director of Goldman Sachs from 2013 to 2015. He was a Georgia State Senator from 2002 to 2010. He is a Member of Board of Trustees of the National Committee on American Foreign Policy since 2020. He is an Independent Non-Executive Director of Noble Group Holdings since 2019, private equity firm Olympus Capital since 2019 and merchant bank Ion Pacific since 2018. Mr. Adelman is a Trustee of the National Committee on American Foreign Policy and a member of the Council on Foreign Relations and the Advisory Board of the Israel-Asia Center. He is an Adjunct Professor at New York University where he teaches international relations of the Asia-Pacific region at the graduate level. Mr. Adelman received his J.D. from Emory University in 1989 where he is a recipient of the Emory Medal. He earned an M.P.A from Georgia State University 1995 and B.A. from the University of Georgia in 1986. We believe he is well qualified to serve as the head of our compensation committee and on our Board of Directors due to his extensive experience in finance and investing.

David Adelman has served as one of our independent directors since January 2022, is an American lawyer, diplomat, and legislator. He is currently the Managing Director and the General Counsel of KraneShares since 2021. He was the United States Ambassador to the Republic of Singapore from 2010 to 2013 during the Obama-Biden Administration. He was a partner in the global law firm Reed Smith LLP working out of the firm’s New York office from 2015 to 2021. Mr. Adelman is a former Managing Director of Goldman Sachs from 2013 to 2015. He was a Georgia State Senator from 2002 to 2010. He is a Member of Board of Trustees of the National Committee on American Foreign Policy since 2020. He is an Independent Non-Executive Director of Noble Group Holdings since 2019, private equity firm Olympus Capital since 2019 and merchant bank Ion Pacific since 2018. Mr. Adelman is a Trustee of the National Committee on American Foreign Policy and a member of the Council on Foreign Relations and the Advisory Board of the Israel-Asia Center. He is an Adjunct Professor at New York University where he teaches international relations of the Asia-Pacific region at the graduate level. Mr. Adelman received his J.D. from Emory University in 1989 where he is a recipient of the Emory Medal. He earned an M.P.A from Georgia State University 1995 and B.A. from the University of Georgia in 1986. We believe he is well qualified to serve as the head of our compensation committee and on our board of directors due to his extensive experience in finance and investing.34

Merry Tang has served as one of our directors since January 2022, has been an Independent Director and Audit Committee Chair for Ever-Glory International Group, Inc. (Nasdaq: EVK) ~~since~~from August 2011 to September 2022, China ~~Sungery~~Sunergy Co., Ltd. (Nasdaq: CSUN) from June 2008 to July 2017, and Jakroo, Inc. (OTC: JKRO) from October 2017 through November 2019. She has been the managing partner of GZTY CPA Group, LLC since February 2008 and the Senior Auditor of PricewaterhouseCoopers LLP from September 2004 to August 2006. From September 1996 to August 2004, she served as the Finance Manager at Lucent Technologies, Inc. and from May 1993 to September 1996, she was Assistant Director of Cash and Investment Division with the State Government of New York. Ms. Tang graduated from the Central University of Finance & Economics, Beijing, China with a bachelor’s degree in banking in 1983 and a master’s degree in finance in 1986, before going on to receive her master’s degree in accounting from the State University of New York at Albany in 1993. We believe she is well qualified to serve as the head of our ~~audit~~Audit ~~committee~~Committee and on our ~~board~~Board of ~~directors~~Directors due to her extensive accounting and directorship experience.

David Knower has served as one of our independent directors since January 2022, has been a Partner and Head of Cerberus Deutschland Beteiligungsberatung GmbH since 2003. Prior to this, Mr. Knower was the Owner and Managing Director of Invenimus, an International Consulting Firm headquartered near Frankfurt, Germany. Before starting his own company, Mr. Knower worked at Procter & Gamble Co. for 11 years, where he started his professional career in Germany in 1986. After 9 years in Finance and Controlling positions, Mr. Knower spent two years managing the Procter & Gamble Germany Fine Fragrance business in Asia Pacific. Mr. Knower received two undergraduate degrees from the University of Massachusetts, (Economics, German) in 1983, as well as being named a Commonwealth Scholar. Mr. Knower received his MBA from the American Graduate School of International Management (Thunderbird), in 1985. Mr. Knower is Vice President and Executive Board Member of the American Chamber of Commerce in Germany, President of the American German Business Club in Frankfurt, Global Board Member Republicans Overseas, Board Member Aspen Institute, Board Member American Institute for Contemporary German Studies, Vice President of the Steuben-Schurz Gesellschaft, and Member of the Board of trustees of “The English Theatre”, in Frankfurt. We believe he is well qualified to serve on our ~~board~~Board of ~~directors~~Directors due to his extensive experience in finance and investing.

Family Relationships

No family relationships exist between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

There are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has a material interest adverse to our Company.

Number and Terms of Office of Officers and Directors

Our ~~board~~Board of ~~directors~~Directors currently consists of five members. Our ~~board~~ Board of ~~directors~~Directors has one class of directors being elected every 2 years and each (except for those directors appointed prior to our first annual general meeting) serving a two-year term. ~~We may not hold an annual general meeting until after we consummate our initial business combination (unless required by Nasdaq).~~ Subject to any other special rights applicable to the shareholders, any vacancies on our ~~board~~Board of ~~directors~~Directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our Board ~~board~~ or by a majority of the holders of our ~~ordinary~~Ordinary ~~shares~~Shares (or, prior to our initial ~~business~~Business ~~combination~~Combination, holders of our ~~founder~~Founder ~~shares~~Shares).

Our officers are appointed by the ~~board~~Board of ~~directors~~ Directors and serve at the discretion of the ~~board~~Board of ~~directors~~Directors, rather than for specific terms of office. Our ~~board~~Board of ~~directors~~ Directors is authorized to appoint persons to the offices set forth in our ~~second~~Amended ~~amended~~ and ~~restated~~Restated ~~memorandum~~Charter ~~and articles of association~~ as it deems appropriate. Our ~~second~~Amended ~~amended~~ and ~~restated~~Restated ~~memorandum~~Charter provides ~~and articles of association provide~~ that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the ~~board~~Board of ~~directors~~ Directors.

2535

Committees of the Board of Directors

Pursuant to Nasdaq listing rules we have established two standing committees of the Board of Directors — anthe ~~audit~~Audit ~~committee~~Committee in compliance with Section 3(a)(58)(A) of the Exchange Act and a compensation committee (the “Compensation Committee”). Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established ~~an audit committee of~~ the ~~board~~Audit ~~of directors~~Committee. David Knower and David Adelman serve as members of our ~~audit~~Audit ~~committee~~Committee, and Merry Tang chairs the ~~audit~~ ~~committee~~Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the ~~audit committee~~Audit Committee, all of whom must be independent. We believe that each of David Knower, David Adelman and Merry Tang meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the ~~audit~~Audit ~~committee~~ Committee is financially literate and our ~~board~~Board of ~~directors~~Directors has determined that Merry Tang qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an ~~audit~~amended ~~committee~~and restated Audit Committee charter, which details the purpose and principal functions of the ~~audit~~Audit ~~committee~~Committee, including:

●

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence and (4) the performance of our internal audit function and independent auditors;

●

the appointment, compensation, retention, replacement and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

●

pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us and establishing pre-approval policies and procedures;

●

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

●

setting clear hiring policies for employees or former employees of the independent auditors;

●

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

●

obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited financial statements and quarterly financial statements with ~~management~~Management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; ~~and~~

● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities.36

26● reviewing with Management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities; and

●

advising the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the Exchange Act (the “Rule”) are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the Rule.

Compensation Committee

We have established ~~a compensation committee of~~ the ~~board~~Compensation ~~of directors~~Committee. David Knower and Merry Tang serve as members of our ~~compensation~~Compensation ~~committee~~Committee, and David Adelman chairs the ~~compensation~~Compensation ~~committee~~Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the ~~compensation~~Compensation ~~committee~~Committee, all of whom must be independent. David Adelman and David Knower are independent, and David Adelman chairs the ~~compensation~~Compensation ~~committee~~Committee.

We have adopted aan amended and restated compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

●

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

● reviewing and making recommendations to our ~~board~~Board of ~~directors~~Directors with respect to the compensation and any incentive-compensation and equity-based plans that are subject to ~~board~~Board approval of all of our other officers;

●

reviewing our executive compensation policies and plans;

●

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

● assisting ~~management~~Management in complying with our proxy statement and annual report disclosure requirements;

●

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

● producing a report on executive compensation to be included in our annual proxy statement; ~~and~~

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

~~The~~● ~~charter~~reviewing ~~also~~and ~~provides that~~making ~~the~~recommendations ~~compensation~~to ~~committee~~the ~~may,~~Board inwith ~~its~~respect ~~sole~~to ~~discretion,~~revisions ~~retain~~to orour ~~obtain~~clawback ~~the~~policy ~~advice~~that ofallows aus ~~compensation~~to ~~consultant,~~recoup ~~independent~~incentive ~~legal counsel~~compensation orreceived ~~other~~by ~~adviser~~colleagues, and ~~will~~(ii) bereviewing ~~directly~~and ~~responsible~~making ~~for~~recommendations to the ~~appointment,~~Board ~~compensation~~regarding ~~and~~clawbacks ~~oversight~~ of ~~the~~incentive ~~work~~compensation ofand ~~any~~determining ~~such~~the ~~adviser. However~~extent, ~~before~~if ~~engaging or receiving advice from a compensation consultant~~any, ~~external~~to ~~legal~~which ~~counsel~~incentive-based ~~or any other adviser, the~~ compensation ~~committee~~ ~~will consider the independence~~ of ~~each such adviser, including~~ the ~~factors~~relevant ~~required~~colleagues byshould ~~Nasdaq~~be ~~and~~reduced ~~the~~or ~~SEC~~extinguished.

The Amended and Restated Charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics can be found as an exhibit to ~~our~~this ~~Registration Statement~~Report and will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

2737

Trading Policies

On January 18, 2022, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards (the “Insider Trading Policy”).

The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Compensation Recovery and Clawback Policies

Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results.

On November 29, 2023, our Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), with an effective date of October 2, 2023, in order to comply with the final clawback rules adopted by the SEC under the Rule, and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

Item 11. Executive Compensation.

None of our officers or directors have received or, prior to our initial ~~business~~Business ~~combination~~Combination, will receive any cash compensation for services rendered to us. We pay our ~~sponsor~~ Sponsor up to $10,000 per month for office space, administrative and support services pursuant to the Administrative Support Agreement. Our ~~sponsor~~Sponsor, officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable ~~business~~Business ~~combinations~~Combinations. Our ~~audit~~Audit ~~committee~~Committee reviews , on a quarterly basis, all payments that were made to our ~~sponsor~~Sponsor, officers, directors or our or any of their affiliates.

After the completion of our initial ~~business~~Business ~~combination~~Combination, directors or members of our ~~management~~Management ~~team~~Team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed ~~business~~Business ~~combination~~Combination, such as the PSI Registration Statement. It is is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial ~~business~~Business ~~combination~~Combination will be determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our ~~management~~Management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our ~~management~~Management to remain with us after the completion of our initial ~~business~~Business ~~combination~~Combination should be a determining factor in our decision to proceed with any potential ~~business~~Business ~~combination~~Combination.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our ~~ordinary~~Ordinary ~~shares~~Shares as of March 2921, ~~2023~~2024 based on information obtained from the persons named below, with respect to the beneficial ownership of ~~ordinary~~Ordinary ~~shares~~Shares, by:

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

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

●

all our executive officers and directors as a group.

In the table below, percentage ownership is based on 3,628,527 ordinary shares, consisting of (i) 1,472,277 of our Class A ordinary shares and (ii) 2,156,250 of our Class B ordinary shares, issued and outstanding as of March 29, 2023. On all matters to be voted upon, except for the election or removal of directors of the board prior to an initial business combination when only Class B ordinary shares are entitled to vote, holders of the Class A ordinary shares and Class B ordinary shares vote together as a single class, unless otherwise required under applicable law. Currently, all of the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis.38

28In the table below, percentage ownership is based on 3,612,026 Ordinary Shares, consisting of (i) 3,612,025 of our Class A Ordinary Shares and (ii) one Class B Ordinary Share, issued and outstanding as of March 21, 2024. On all matters to be voted upon, except for the election or removal of directors of the Board prior to an initial Business Combination when only Class B Ordinary Shares are entitled to vote, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required under applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. The following table does not reflect record or beneficial ownership of the Private Rights as these Private Rights are not exercisable within 60 days of the date of this Report.

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

	Class A Ordinary Shares					Class B Ordinary Shares					Approximate
Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Percentage of Outstanding Ordinary Shares
AIB LLC		~~345~~2,~~625~~501,874		2369.527	%		~~2,156,250~~1		100	%		6869.927	%
Eric Chen (2)		~~345~~2,~~625~~501,874		2369.527	%		~~2,156,250~~1		100	%		6869.927	%
Alex Hoerger		—		—			—		—			—
David Adelman		—		—			—		—			—
Merry Tang		—		—			—		—			—
David Knower		—		—			—		—			—
Jie Gao		—		—			—		—			—
All directors and officers as a group (6 individuals)		~~345~~2,~~625~~501,874		2369.527	%		~~2,156,250~~1		100	%		6869.927	%
Other 5% Shareholders
Saba Parties (3)		795,600		54.0	%		—		—			21.9	%
Karpus Investment Management (3)		291,950		8.08	%		—		—			8.08	%
Hudson Parties (4)		650,000		44.1	%		—		—			17.9	%
Feis Parties (4)		257,292		7.12	%		—		—			7.12	%
Polar Asset Management Partners Inc. (5)		524,371		35.6	%		—					14.5	%
Glazer Parties (6)		842,451		57.2	%		—		—			23.2	%
Lighthouse Parties (7)		460,635		31.3	%		—		—			12.7	%
Feis Parties (8)		257,292		17.5	%							7.1	%

(1) Unless otherwise noted, the principal business address of each of the following entities or individuals is 875 Third Avenue, Suite M204A, New York, New York 10022.

(2) Represents shares held by our ~~sponsor~~Sponsor. Eric Chen, our Chief Executive Officer, who, has voting and dispositive power over the shares held by our ~~sponsor~~Sponsor. As such, Eric Chen may be deemed to beneficially own of the shares held by the ~~sponsor~~Sponsor.

(3) According to a Schedule 13G/A filed on February 1413, ~~2023~~2024 by ~~(i)~~Karpus ~~Saba Capital~~ Management, LInc.~~P. (“Saba”)~~, ~~(ii)~~a ~~Boaz~~New R.York ~~Weinstein (“Mr. Weinstein”)~~corporation, ~~and~~d/b/a ~~(iii)~~Karpus ~~Saba~~Investment ~~Capital~~ Management ~~GP, LLC~~ (~~together with Saba and Mr. Weinstein, the~~ “~~Saba Parties~~Karpus”). The ~~number~~principal of public shares held by the Saba Parties is reported as of December 31, 2022, which does not reflect any redemption of shares by the reporting persons in connection with the Extension Amendments or any other transactions after December 31, 2022. Accordingly, the number of public shares and the percentages set forth in the table may not reflect the Saba Parties’ current beneficial ownership. The business address ~~for each~~ of ~~the~~Karpus ~~Saba Parties~~ is ~~405~~183 ~~Lexington~~Sully's ~~Avenue~~Trail, ~~58th Floor~~Pittsford, New York, ~~New York 10174~~14534.

(4) According to a Schedule 13G/A filed on ~~February~~March 67, ~~2023~~2022 by (i) ~~Hudson~~Feis ~~Bay~~Equities ~~Capital~~LLC, ~~Management~~a LPIllinois limited liability company, (“~~Hudson~~Feis”) and (ii) ~~Sander~~Lawrence ~~Gerber~~M. Feis, a U.S. citizen (together with ~~Hudson~~Feis, the “~~Hudson~~Feis Parties”). The number of ~~public~~Public ~~shares~~Shares held by the ~~Hudson~~Feis Parties is reported as of ~~December~~March 313, 2022, which does not reflect any redemption of shares by the ~~Hudson~~Feis Parties in connection with the First Extension ~~Amendments~~Meeting, Second Extension Meeting or any other transactions after ~~December~~March 313, 2022. Accordingly, the number of ~~public~~Public ~~shares~~Shares and the percentages set forth in the table may not reflect the ~~Hudson~~Feis Parties’ current beneficial ownership. The principal business address ~~for~~of each of the ~~Hudson~~Feis Parties is 2820 ~~Havemeyer~~North ~~Place,~~Wacker ~~2nd~~Drive ~~Floor~~Suite 2115, ~~Greenwich~~Chicago, CTIllinois ~~06930~~60606.

(5) According to a Schedule 13G filed on February 9, 2023 by Polar Asset Management Partners Inc. (“Polar”), which serves as the investment advisor to Polar Multi-Strategy Master Fund (“PMSMF”) with respect to the public shares directly held by PMSMF. The number of public shares held by Polar is reported as of December 31, 2022, which does not reflect any redemption of shares by Polar in connection with the Extension Amendments or any other transactions after December 31, 2022. Accordingly, the number of public shares and the percentages set forth in the table may not reflect Polar’s current beneficial ownership. The business address for Polar is 16 York Street, Suite 2909, Toronto, ON, Canada M5J 0E6.

(6) According to a Schedule 13G filed on February 14, 2023 by Glazer Capital, LLC (“Glazer”) and Paul J. Glazer (together with Glazer, the “Glazer Parties”). The number of public shares held by the Glazer Parties is reported as of December 31, 2022, which does not reflect any redemption of shares by the Glazer Parties in connection with the Extension Amendments or any other transactions after December 31, 2022. Accordingly, the number of public shares and the percentages set forth in the table may not reflect the Glazer Parties’ current beneficial ownership. The business address for each of the Glazer Parties is 250 West 55th Street, Suite 30A, New York, NY 10019.

(7) According to a Schedule 13G filed on February 14, 2023 by (i) Lighthouse Investment Partners, LLC (“Lighthouse”), (ii) MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 136”), (iii) MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”) and (iv)Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC (together with Lighthouse, MAP 136 and MAP 214, the “Lighthouse Parties”). The number of public shares held by the Lighthouse Parties is reported as of December 31, 2022, which does not reflect any redemption of shares by the Lighthouse Parties in connection with the Extension Amendments or any other transactions after December 31, 2022. Accordingly, the number of public shares and the percentages set forth in the table may not reflect the Lighthouse Parties’ current beneficial ownership. The business address of each of the Lighthouse Parties is 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, FL 33410.

(8) According to a Schedule 13G/A filed on March 7, 2022 by (i) Feis Equities LLC (“Feis”) and (ii) Lawrence M. Feis (together with Feis, the “Feis Parties”). The number of public shares held by the Feis Parties is reported as of March 3, 2022, which does not reflect any redemption of shares by the Feis Parties in connection with the Extension Amendments or any other transactions after December 31, 2022. Accordingly, the number of public shares and the percentages set forth in the table may not reflect the Feis Parties’ current beneficial ownership. The business address of each of the Feis Parties is 20 North Wacker Drive Suite 2115, Chicago, Illinois 60606.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Changes in Control

None. For more information on the PSI Business Combination, please see “Item 1. Business”.

3039

Our ~~sponsor~~Sponsor paid $25,000 to cover certain of our offering costs in consideration for 1,437,500 ~~founder~~Founder ~~shares~~Shares. On September 13, 2021, we effected a share dividend of 0.5 shares for each Class B ~~ordinary~~Ordinary ~~share~~Share outstanding, resulting in an aggregate of 2,156,250 ~~founder~~Founder ~~shares~~Shares outstanding.

Our ~~sponsor~~Sponsor purchased an aggregate of 345,625 Private ~~private~~Units ~~units~~ for a purchase price of $10.00 per ~~unit~~Unit and Maxim, purchased 43,125 ~~private~~Private ~~units~~Units at a price of $10.00 per ~~private unit,~~Private Unit, in the ~~private~~Private ~~placement~~Placement. The ~~private~~Private ~~units~~Units (including the securities underlying the ~~private~~Private ~~units~~Units) may not, subject to certain ~~limited~~ limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of our initial ~~business~~Business ~~combination~~Combination.

WeOn ~~have~~October ~~entered~~18, ~~into~~2023, we issued an ~~administrative~~aggregate of 2,156,249 Class ~~services~~A ~~agreement~~Ordinary ~~pursuant~~Shares to ~~which~~the weSponsor, ~~pay~~upon ~~our~~the ~~sponsor~~conversion upof toan ~~$10,000~~equal ~~per~~number ~~month~~of ~~for~~Class ~~office~~B ~~space,~~Ordinary ~~administrative~~Shares ~~and~~held ~~support~~by ~~services. Upon~~the ~~completion~~Sponsor, ofin ~~our~~the ~~initial~~Founder Share ~~business~~Conversion. ~~combination~~The 2,156,249 Class orA ~~our~~ordinary ~~liquidation,~~Shares weissued ~~will~~in ~~cease~~connection ~~paying~~with ~~any~~the ofFounder ~~these~~Share ~~monthly~~Conversion ~~fees.~~are ~~Accordingly,~~subject into the ~~event~~same ~~the~~restrictions ~~consummation~~as ofapplied ~~our~~to ~~initial~~the ~~business~~Class ~~combination~~B ~~takes~~Ordinary ~~the~~Shares ~~maximum~~before ~~21 months,~~the orFounder ~~until~~Share ~~October 21~~Conversion, ~~2023~~including, ~~our~~among ~~sponsor will~~other bethings, ~~paid~~certain transfer ~~up to $10~~restrictions,~~000~~ ~~per~~waiver ~~month~~of ~~($210,000~~redemption inrights and the ~~aggregate)~~obligation ~~for~~to ~~office~~vote ~~space,~~in ~~administrative~~favor ~~and~~of ~~support~~an ~~services~~initial ~~and~~Business isCombination ~~entitled~~as described toin bethe ~~reimbursed~~IPO ~~for~~Registration ~~any out-of-pocket expenses~~Statement.

~~Our~~We ~~sponsor,~~have ~~officers~~entered ~~and~~into the Administrative Support ~~directors~~Agreement, orpursuant ~~any~~to ofwhich, ~~their~~we ~~respective~~pay ~~affiliates~~our Sponsor up to $10,000 ~~are~~per ~~reimbursed~~month for ~~any~~office ~~out-of-pocket expenses~~space, ~~incurred~~administrative inand ~~connection~~support ~~with~~services. ~~activities~~Upon completion onof our ~~behalf~~initial ~~such~~Business asCombination ~~identifying~~or ~~potential~~our ~~target~~liquidation, ~~businesses~~we ~~and~~will ~~performing~~cease ~~due~~paying ~~diligence~~any onof ~~suitable~~these ~~business~~monthly ~~combinations~~fees. ~~Our~~Accordingly, ~~audit~~in the event the ~~committee~~consummation ~~reviews~~of onour ainitial ~~quarterly~~Business ~~basis~~Combination ~~all~~takes ~~payments~~the ~~that~~maximum ~~were~~36 months, ~~made~~or tountil ~~our~~January ~~sponsor~~21, ~~officers~~2025, ~~directors or~~ our orSponsor ~~any~~will ofbe ~~their affiliates~~paid ~~and~~up ~~will~~to ~~determine~~$10,000 ~~which~~per ~~expenses~~month ~~and~~($360,000 in the ~~amount~~aggregate) offor ~~expenses~~office ~~that~~space, ~~are~~administrative ~~reimbursed.~~and ~~There~~support isservices noand ~~cap~~is orentitled ~~ceiling~~to onbe ~~the~~reimbursed for ~~reimbursement~~any of out-of-pocket expenses ~~incurred by such persons in connection with activities on our behalf~~.

OnOur ~~July~~Sponsor, 30officers and directors, ~~2021~~or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our ~~sponsor~~behalf, ~~agreed~~such toas ~~loan~~identifying uspotential antarget ~~aggregate~~businesses ofand upperforming todue ~~$300~~diligence on suitable Business Combinations. Our Audit Committee reviews,~~000~~ on toa ~~cover~~quarterly ~~expenses~~basis, ~~related~~all payments that were made to ~~the~~our ~~initial~~Sponsor, ~~public~~officers, ~~offering~~directors ~~pursuant~~or toour aor ~~promissory~~any ~~note (the~~of ~~“First~~their ~~Note”).~~affiliates ~~This~~and ~~First~~will ~~Note~~determine which ~~became~~expenses ~~payable~~and onthe ~~initial~~amount ~~public~~of ~~offering.~~expenses ~~The~~that ~~First~~are ~~Note~~reimbursed. There is ~~non-interest~~no ~~bearing.~~cap ~~On January~~or ~~21,~~ceiling ~~2022,~~on the ~~First~~reimbursement ~~Note~~of ~~was~~out-of-pocket expenses incurred ~~repaid~~by such persons in ~~full~~connection with activities on our behalf.

On ~~January~~July 2030, ~~2023~~2021, inour ~~connection with~~Sponsor ~~the~~agreed ~~Extension~~to ~~Amendments,~~loan weus an ~~issued the Extension Note, a promissory note in the~~ aggregate ~~principal~~of ~~amount~~up ofto $~~450~~300,000 to ~~the~~cover ~~sponsor, pursuant~~expenses related to ~~which~~ the ~~Extension~~Initial ~~Funds~~Public ~~will~~Offering bepursuant ~~deposited~~to ~~into~~ the ~~trust~~IPO ~~account~~Promissory ~~in monthly installments for the benefit of each public share that was not redeemed in connection with the Extension Amendments~~Note. The ~~sponsor~~IPO ~~agreed to pay $50,000 (or $0.05 per public share~~Promissory ~~not~~Note ~~redeemed)~~became ~~per~~payable ~~month~~on ~~that~~ the ~~board~~Initial ~~decides~~Public toOffering ~~take to complete an initial business combination, commencing on January 21, 2023~~ and ~~continuing~~ ~~through~~is ~~October~~non-interest ~~21, 2023~~bearing. On January 2021, ~~2023~~2022, the ~~first~~IPO ~~installment~~Promissory ofNote ~~the Extension Funds~~ was ~~deposited into the trust account.~~repaid ~~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 our liquidation~~.

InOn ~~addition~~January 20, 2023, in ~~order~~connection towith ~~finance~~the vote ~~transaction~~to ~~costs~~approve inthe ~~connection~~First ~~with~~Extension anAmendments, ~~intended~~we ~~initial~~issued ~~business~~the ~~combination,~~First ~~our~~Extension ~~sponsor~~Note, ora anpromissory ~~affiliate~~note ofin ~~our~~the ~~sponsor~~aggregate orprincipal ~~certain~~amount of ~~our~~$450,000 ~~officers~~to ~~and~~the ~~directors may~~Sponsor, ~~but~~pursuant ~~are not obligated~~ to, ~~loan~~which usthe ~~Working~~First ~~Capital~~Extension ~~Loans~~Funds aswere ~~may~~deposited beinto ~~required.~~the ~~Any~~Trust ~~such~~Account ~~Working~~in ~~Capital~~monthly ~~Loans~~installments for ~~would~~the bebenefit onof aneach ~~interest-free basis~~Public ~~and~~Share ~~would~~that bewas ~~repaid~~not ~~only~~redeemed ~~from~~in ~~funds~~connection ~~held~~with ~~outside~~ the ~~trust~~First ~~account~~Extension orAmendments. ~~from~~The ~~funds~~Sponsor ~~released~~agreed to uspay $50,000 ~~upon~~(or ~~completion~~$0.05 ofper ~~our~~Public ~~initial~~Share ~~business~~not ~~combination.~~redeemed) Upper tomonth ~~$1,500,000~~that ofthe ~~such~~Board ~~Working~~decided ~~Capital~~to ~~Loans~~take ~~may~~to becomplete ~~convertible~~an ~~into~~initial ~~units~~Business atCombination, acommencing ~~price~~on ofJanuary ~~$10.00 per unit~~21, at2023 ~~the~~and ~~option~~continuing ofthrough ~~the~~October ~~lender~~21, 2023. ~~The~~As ~~units~~of ~~would~~December be31, ~~identical~~2023, toan ~~the~~aggregate ~~private~~of ~~units~~$450,000 ~~issued~~of tothe ~~our~~First ~~sponsor. We do~~Extension ~~not~~Funds ~~expect~~has tobeen ~~seek~~deposited ~~loans~~into ~~from~~the ~~parties~~Trust ~~other~~Account. ~~than~~The ~~our~~First ~~sponsor~~Extension orNote anbears ~~affiliate~~no ofinterest ~~our~~and ~~sponsor~~is asrepayable wein dofull ~~not~~upon ~~believe~~the ~~third parties will be~~earlier ~~willing~~of to(i) ~~loan~~the ~~such~~date ~~funds~~of ~~and~~the ~~provide~~consummation aof ~~waiver~~the ~~against~~initial ~~any~~Business Combination, and ~~all~~(ii) ~~rights~~the todate ~~seek~~of ~~access to funds in~~ our ~~trust account~~liquidation.

3140

OnIn ~~January 23~~addition, ~~2023,~~in weorder ~~issued the~~to ~~Working~~finance ~~Capital~~transaction ~~Note, a promissory note~~ costs in ~~the~~connection ~~principal~~with ~~amount~~an ofintended upinitial toBusiness ~~$500~~Combination,~~000~~ to our ~~sponsor.~~Sponsor ~~The~~or ~~Working~~an ~~Capital~~affiliate ~~Note~~of ~~was~~our ~~issued in~~Sponsor ~~connection~~or ~~with~~certain ~~advances~~of our ~~sponsor~~officers ~~has made,~~ and directors may, ~~make~~but inare ~~the~~not ~~future,~~obligated to, loan us ~~for working capital expenses. The~~ Working Capital ~~Note~~ ~~bears~~Loans noas ~~interest~~may ~~and~~be isrequired. ~~due~~Any ~~and~~such ~~payable~~Working ~~upon~~Capital ~~the~~Loans ~~earlier~~would tobe ~~occur~~on an ofinterest-free basis ~~(i)~~and ~~the~~would ~~date~~be onrepaid ~~which~~only wefrom ~~consummate~~funds ~~our~~held ~~initial~~outside ~~business combination and (ii)~~ the ~~date~~Trust ~~that~~Account ~~our~~or ~~winding~~from upfunds isreleased ~~effective.~~to Atus ~~the~~upon ~~election~~ completion of our ~~sponsor,~~initial upBusiness Combination. Up to $1,500,000 of ~~the~~such ~~unpaid principal amount of the~~ Working Capital ~~Note~~Loans may be ~~converted~~convertible into ~~Conversion~~ Units, ~~each~~at ~~Conversion~~a ~~Unit~~price ~~consisting~~ of ~~one~~$10.00 per ~~Class~~Unit, Aat ~~ordinary~~the ~~share~~option ~~and one right exchangeable into one-tenth~~ of ~~one~~the ~~Class~~lender. AThe ~~ordinary~~Units ~~share~~would ,be ~~equal~~identical to: ~~(x)~~ the ~~portion~~Private ofUnits ~~the~~issued ~~principal~~to ~~amount~~our ofSponsor. ~~this~~We ~~Working~~do ~~Capital Note~~not ~~being~~expect ~~converted,~~to ~~divided~~seek loans byfrom ~~(y)~~parties ~~$10.00,~~other ~~rounded~~than upour toSponsor ~~the~~or ~~nearest~~an ~~whole~~affiliate ~~number~~ of ~~units.~~our ~~The~~Sponsor ~~Conversion~~as ~~Units~~we ~~are~~do ~~identical~~not tobelieve ~~the units~~third ~~issued~~parties bywill usbe willing to ~~our~~loan ~~sponsor~~such funds inand ~~the~~provide ~~private~~a ~~placement.~~waiver ~~The~~against ~~Conversion~~any ~~Units~~ and ~~their~~all ~~underlying~~rights ~~securities~~to ~~are~~seek ~~entitled~~access to ~~the~~funds ~~registration rights set forth~~ in ~~the~~our ~~Working~~Trust ~~Capital Note~~Account.

~~After~~On ~~our~~January ~~initial~~23, ~~business~~2023, we issued the Working Capital ~~combination~~Note, ~~members~~a promissory note in the principal amount of ~~our~~up ~~management~~to ~~team~~$500,000 ~~who~~to ~~remain~~the Sponsor. The Working Capital Note was issued in connection with advances usthe Sponsor has made, and may bemake ~~paid~~in ~~consulting~~the future, ~~management~~to orus ~~other~~for ~~fees~~working ~~from~~capital ~~the~~expenses. ~~combined~~The ~~company with~~Working ~~any~~Capital Note bears no interest and ~~all~~is ~~amounts~~due ~~being~~and ~~fully~~payable ~~disclosed~~upon the earlier to ~~our~~occur ~~shareholders,~~of to(i) the ~~extent~~date ~~then~~on ~~known,~~which inwe ~~the~~consummate ~~tender~~our ~~offer~~initial orBusiness ~~proxy~~Combination ~~solicitation~~and (ii) the ~~materials,~~date asthat ~~applicable,~~our ~~furnished~~winding toup ~~our~~is ~~shareholders~~effective. ItAt isthe ~~unlikely~~election of the Sponsor, up to $500,000 of the unpaid principal amount of ~~such~~the ~~compensation~~Working ~~will~~Capital Note may be ~~known~~converted atinto ~~the~~Conversion ~~time~~Units, each Conversion Unit consisting of ~~distribution~~one Class A Ordinary Share and one right exchangeable into one-tenth of ~~such~~one ~~tender~~Class ~~offer~~A ~~materials~~Ordinary orShare, atequal to: (x) the ~~time~~portion of athe ~~general~~principal ~~meeting~~amount ~~held~~of tothis ~~consider~~Working ~~our~~Capital ~~initial~~Note ~~business~~being ~~combination~~converted, divided asby ~~applicable~~(y) $10.00, ~~as it~~rounded ~~will be~~ up to the ~~directors~~nearest whole number of Conversion Units. The Conversion Units are identical to the ~~post-combination business~~Private Units issued by us to ~~determine~~the ~~executive~~Sponsor in the Private Placement. The Conversion Units and ~~director~~their ~~compensation~~underlying securities are entitled to the registration rights set forth in the Working Capital Note. As of December 31, 2023, there was an outstanding balance of $500,000 on the Working Capital Note.

WeOn ~~have~~October ~~entered~~19, ~~into~~2023, in connection with the vote to approve the Second Extension Amendment we issued the Second Extension Note, a ~~registration~~promissory note in the aggregate principal amount of up to $750,000 to ~~rights~~the ~~agreement~~Sponsor, pursuant to which the Second Extension Funds are deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with ~~respect~~the Second Extension Amendment. The Sponsor agreed to pay $50,000 (or $0.05 per Public Share not redeemed) per month that the ~~founder~~Board ~~shares~~decides to take to complete an initial Business Combination, ~~private~~commencing ~~units~~on October 21, 2023 and ~~units~~continuing ~~issued~~through January ~~upon~~21, ~~conversion~~2025. As of ~~Working~~December ~~Capital~~31, ~~Loans~~2023, ~~such~~$150,000 ashad been deposited into the Trust Account in connection with the Second Extension Note. The Second Extension Note bears no interest and is repayable in full upon the ~~Conversion~~earlier ~~Units~~of (a) the date of the consummation of the initial Business Combination, and (b) the date of our liquidation. As of December 31, 2023, the Trust Account contains approximately $11.44 per remaining Public Share outstanding.

32After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders, such as the PSI Registration Statement. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration rights agreement with respect to the Founder Shares, Private Units and units issued upon conversion of Working Capital Loans, such as the Conversion Units.

For more information on the agreements entered into in connection with the PSI Business Combination, please see “Item 1. Business”.

Director Independence

Nasdaq listing standards require that a majority of our ~~board~~Board of ~~directors~~Directors be independent within one year of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship that, ~~which~~ in the opinion of the ~~company’s~~Board ~~board~~ of ~~directors~~Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our ~~board~~Board of ~~directors~~Directors has determined that each of David Adelman, Merry Tang, and David Knower is an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent ~~directors~~ directors have regularly scheduled meetings at which only independent directors are present.

Item 14. Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to UHY, for services rendered.

Audit Fees

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by UHY in connection with regulatory filings. The aggregate fees of UHY for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the ~~year~~years ended December 31, ~~2022~~2023 and ~~for~~2022 ~~the period from June 18, 2021 (Inception) through December 31, 2021~~ totaled ~~approximately~~ ~~$161,000~~approximately ~~and~~ $30117,~~000,~~250 ~~respectively. The aggregate fees of UHY related to audit services in connection with our initial public offering for the year ended December 31, 2022~~ and ~~for the period from June 18, 2021 (Inception) through December 31, 2021 totaled approximately~~ $~~0 and $80~~161,000, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the ~~year~~years ended December 31, ~~2022~~2023 and ~~for the period from June 18~~2022, ~~2021 (Inception) through December 31, 2021,~~ we did not pay UHY any audit-related fees.

Tax Fees

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay UHY for tax services, planning or advice for the ~~year~~years ended December 31, ~~2022~~2023 and ~~for the period from June 18, 2021 (Inception) through December 31, 2021~~2022.

All Other Fees

All other fees consist of fees billed for all other services. We did not pay UHY for any other services for the ~~year~~years ended December 31, ~~2022~~2023 and ~~for the period from June 18, 2021 (Inception) through December 31, 2021~~2022.

Pre-Approval Policy

Our ~~audit~~Audit ~~committee~~Committee was formed upon the consummation of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering. As a result, ~~the~~any ~~audit~~such ~~committee did not pre-approve all of the foregoing~~ services~~, although~~ ~~any services~~ rendered prior to the formation of our ~~audit~~Audit ~~committee~~Committee in 2022 were approved by our ~~board~~Board of ~~directors~~Directors. Since the formation of our ~~audit~~Audit ~~committee~~Committee, and on a going-forward basis, the ~~audit~~Audit ~~committee~~Committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the ~~audit~~Audit ~~committee~~ Committee prior to the completion of the audit).

3342

PART IV

Item 15. Exhibit and Financial Statement Schedules.

(a)

The following documents are filed as part of this Report:

(1)

Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195)		F - 1
Balance Sheets as of December 31, 2022 and 2021		F - 2
Balance Sheets as of December 31, 2023 and 2022		F-2
Statements of Operations for the Year Ended December 31, 2022 and for the Period from June 18, 2021 (Inception) through December 31, 2021		F - 3
Statements of Operations for the Years Ended December 31, 2023 and 2022		F-3
Statements of Changes in Shareholders’ (Deficit) Equity for the Year Ended December 31, 2022 and for the Period from June 18, 2021 (Inception) through December 31, 2021		F - 4
Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2023 and 2022		F-4
Statements of Cash Flows for the Year Ended December 31, 2022 and for the Period from June 18, 2021 (Inception) through December 31, 2021		F - 5
Statements of Cash Flows for the Years Ended December 31, 2023 and 2022		F-5
Notes to Financial Statements for the Year Ended December 31, 2022 and for the Period from June 18, 2021 (Inception) through December 31, 2021		F - 6 to F - 20
Notes to Financial Statements		F-6 to F-22

(2)

Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

(3)

Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

Item 16. Form 10-K Summary.

~~Not~~Omitted at ~~applicable~~our Company’s option.

3443

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

AIB Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance ~~sheets~~ sheets of AIB Acquisition Corporation (the “Company”) as of December 31, ~~2022~~2023 and ~~2021~~2022, and the related statements of operations, changes in shareholders’ (deficit~~) equity~~, and cash flows for ~~the~~each ~~year~~of ~~ended~~the ~~December~~years ~~31,~~in ~~2022 and for~~ the two-year period ~~from~~ended ~~June 18, 2021 (inception) through~~ December 31, ~~2021~~2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial ~~statements~~ statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for ~~the~~each ~~year~~of ~~ended~~the ~~December~~years ~~31,~~in ~~2022 and~~ the two-year period ~~from~~ended ~~June 18, 2021 (inception) through~~ December 31, ~~2021~~2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s ~~Ability~~ Ability to Continue as a Going Concern

The accompanying financial statements have ~~been~~ been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no revenue, ~~and~~its itbusiness ~~incurred~~plan ~~and~~is ~~expects~~dependent toon ~~continue~~future tofinancing ~~incur significant professional costs to remain as a publicly traded company~~ and ~~to incur~~the ~~significant~~completion ~~transaction costs in pursuit~~ of the ~~consummation~~initial ofbusiness acombination, ~~Business~~and ~~Combination. The~~ the Company’s cash and working capital as of December 31, ~~2022~~2023, are not sufficient to complete its planned activities for the upcoming year. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events, ~~and~~ conditions and ~~management’s~~ plans regarding these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty., ~~Our~~and our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

/s/ UHY LLP

We have served as the Company’s auditor since 2021.

New York, New York

March 2921, ~~2023~~2024

F-1

~~Financial~~AIB ACQUISITION ~~Statements:~~CORPORATION

~~AIB ACQUISITION CORPORATION~~BALANCE SHEETS

BALANCE SHEETS

	December 31, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash	$	114,709		$	44,217
Prepaid expenses - current		38,370			67,963
TOTAL CURRENT ASSETS		153,079			112,180

Investments held in Trust Account		11,315,193			88,525,575
TOTAL ASSETS	$	11,468,272		$	88,637,755
LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	653,733		$	130,491
Promissory note - related party		600,000			—
Advance from related party		491,554			41,465
Convertible note - related party		500,000			—
TOTAL CURRENT LIABILITIES		2,245,287			171,956
LONG TERM LIABILITIES
Deferred underwriting fee - non-current		3,018,750			3,018,750
TOTAL LIABILITIES		5,264,037			3,190,706
COMMITMENTS AND CONTINGENCIES (NOTE 6)
REDEEMABLE CLASS A ORDINARY SHARES
Class A ordinary shares subject to possible redemption, $0.0001 par value, 984,801 and 8,625,000 shares at redemption value of $11.49 and $10.26 per share at December 31, 2023 and 2022, respectively		11,315,193			88,525,575
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; 2,627,224 and 470,975 shares issued and outstanding at December 31, 2023 and 2022, respectively		262			47
Class B ordinary shares; $0.0001 par value; 3,000,000 shares authorized; 1 and 2,156,250 shares issued and outstanding at December 31, 2023 and 2022, respectively		—			215
Additional paid-in capital		—			—
Accumulated deficit		(5,111,220	)		(3,078,788	)
TOTAL SHAREHOLDERS’ DEFICIT	$	(5,110,958	)	$	(3,078,526	)
TOTAL LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT	$	11,468,272		$	88,637,755

	December 31, 2022			December 31, 2021
ASSETS
CURRENT ASSETS
Cash	$	44,217		$	45,370
Prepaid expenses - current		67,963			—
TOTAL CURRENT ASSETS		112,180			45,370
Deferred offering costs		—			276,747
Investments held in Trust Account		88,525,575			—
TOTAL ASSETS	$	88,637,755		$	322,117
LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES, AND SHAREHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	130,491		$	16,642
Accrued offering costs		—			31,252
Note payable - related party		—			272,500
Advance from related party		41,465			—
TOTAL CURRENT LIABILITIES		171,956			320,394
LONG TERM LIABILITIES
Deferred underwriting fee		3,018,750			—
TOTAL LIABILITIES		3,190,706			320,394
COMMITMENTS AND CONTINGENCIES (NOTE 6)
REDEEMABLE CLASS A ORDINARY SHARES
Class A ordinary shares subject to possible redemption, $0.0001 par value, 8,625,000 at redemption value of $10.26 per share at December 31, 2022		88,525,575			—
SHAREHOLDERS’ (DEFICIT) EQUITY
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 December 31, 2022		47			—
Class B ordinary shares; $0.0001 par value; 3,000,000 shares authorized; 2,156,250 shares issued and outstanding at December 31, 2022 and 2021 (1)		215			215
Additional paid-in capital		—			24,785
Accumulated deficit		(3,078,788	)		(23,277	)
TOTAL SHAREHOLDERS’ (DEFICIT) EQUITY	$	(3,078,526	)	$	1,723
TOTAL LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES, AND SHAREHOLDERS’ (DEFICIT) EQUITY	$	88,637,755		$	322,117

The accompanying notes are an integral part of these financial statements.

~~(1) This number includes an aggregate of up to 281,250 shares of Class B ordinary shares subject to forfeiture if the over~~F-~~allotment option is not exercised in full or in part by the underwriter as of December 31, 2021 (see Note 5).~~2

~~The accompanying notes are an integral~~AIB ~~part~~ACQUISITION ~~of these financial statements.~~CORPORATION

~~F-2~~STATEMENTS OF OPERATIONS

AIB ACQUISITION CORPORATION

	Year Ended December 31,			Year Ended December 31,
	2023			2022

General and administrative expenses	$	1,432,432		$	824,664
Loss from operations		(1,432,432	)		(824,664	)

Other income:
Interest and dividends earned on investments held in Trust Account		699,124			1,383,127
Unrealized gain on investments held in Trust Account		—			29,948
Total other income		699,124			1,413,075

Net (loss) income	$	(733,308	)	$	588,411

Weighted average shares of redeemable Class A ordinary shares outstanding, basic and diluted		1,353,033			8,128,767
Basic and diluted net income per share, Class A redeemable	$	0.45		$	0.47

Weighted average shares of non-redeemable Class A ordinary shares outstanding, basic and diluted		914,040			443,878
Basic and diluted net loss per share, Class A non-redeemable	$	(0.51	)	$	(1.26	)

Weighted average shares of Class B ordinary shares outstanding, basic and diluted		1,713,185			2,156,250
Basic and diluted net loss per share, Class B	$	(0.51	)	$	(1.26	)

~~STATEMENTS~~The accompanying OFnotes ~~OPERATIONS~~are an integral part of these financial statements.

	Year Ended December 31,			For the Period from June 18, 2021 (inception) through December 31,
	2022			2021
General and administrative expenses	$	824,664		$	23,277
Loss from operations		(824,664	)		(23,277	)
Other income:
Interest earned on investments held in Trust Account		1,383,127			—
Unrealized gain on investments held in Trust Account		29,948			—
Total other income		1,413,075			—
Net income (loss)	$	588,411		$	(23,277	)
Weighted average shares of redeemable Class A ordinary shares outstanding, basic and diluted		8,128,767			—
Basic and diluted net income (loss) per share, Class A redeemable	$	0.47		$	—
Weighted average shares of non-redeemable Class A ordinary shares outstanding, basic and diluted		443,878			—
Basic and diluted net income (loss) per share, Class A non-redeemable	$	(1.26	)	$	—
Weighted average shares of Class B ordinary shares outstanding, basic and diluted (1)		2,156,250			1,875,000
Basic and diluted net income (loss) per share, Class B	$	(1.26	)	$	(0.01	)

F-3

~~(1)~~AIB ACQUISITION This number excludes an aggregate of up to 281,250 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter as of December 31, 2021(see Note 5).CORPORATION

~~The accompanying notes are an integral~~STATEMENTS ~~part~~OF ofCHANGES ~~these~~IN ~~financial~~SHAREHOLDERS’ ~~statements.~~ DEFICIT

~~F-3~~FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

AIB ACQUISITION CORPORATION

	Ordinary Shares										Additional						Total
	Class A				Class B						Paid-in			Accumulated			shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance — January 1, 2022		—	$	—		2,156,250		$	215		$	24,785		$	(23,277	)	$	1,723

Proceeds from Initial Public Offering (net of offering costs)		—		—		—			—			5,844,179			—			5,844,179

Sale of Private Units		388,750		39		—			—			3,887,461			—			3,887,500

Representative Shares Issuance		82,225		8		—			—			597,992			—			598,000

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	)

Subsequent accretion for Class A Ordinary Shares to redemption value		—		—		—			—			—			(1,413,075	)		(1,413,075	)

Net income		—		—		—			—			—			588,411			588,411

Balance — December 31, 2022		470,975	$	47		2,156,250		$	215		$	—		$	(3,078,788	)	$	(3,078,526	)

Accretion for Class A Ordinary Shares to redemption value		—		—		—			—			—			(1,299,124	)		(1,299,124	)

Conversion of Class B shares		2,156,249		215		(2,156,249	)		(215	)		—			—			—

Net loss		—		—		—			—			—			(733,308	)		(733,308	)

Balance — December 31, 2023		2,627,224	$	262		1		$	—		$	—		$	(5,111,220	)	$	(5,110,958	)

~~STATEMENTS~~The accompanying OFnotes ~~CHANGES~~are INan ~~SHAREHOLDERS’ (DEFICIT)~~integral ~~EQUITY~~part of these financial statements.

~~FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM JUNE 18, 2021~~F-4

~~(INCEPTION)~~AIB ACQUISITION ~~THROUGH DECEMBER 31, 2021~~CORPORATION

	Ordinary Shares								Additional						Total shareholders’
	Class A				Class B				Paid-in			Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance, June 18, 2021 (inception)		—	$	—		—	$	—	$	—		$	—		$	—
Issuance of ordinary shares to Sponsor (1)		—		—		2,156,250		215		24,785			—			25,000
Net loss		—		—		—		—		—			(23,277	)		(23,277	)
Balance — December 31, 2021		—		—		2,156,250		215		24,785			(23,277	)		1,723
Proceeds from Initial Public Offering (net of offering costs)		—		—		—		—		5,844,179			—			5,844,179
Sale of Private Units		388,750		39		—		—		3,887,461			—			3,887,500
Representative Shares Issuance		82,225		8		—		—		597,992			—			598,000
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	)
Subsequent accretion for Class A Ordinary Shares to redemption value		—		—		—		—		—			(1,413,075	)		(1,413,075	)
Net income		—		—		—		—		—			588,411			588,411
Balance — December 31, 2022		470,975	$	47		2,156,250	$	215	$	—		$	(3,078,788	)	$	(3,078,526	)

STATEMENTS OF CASH FLOWS

(1) This number includes an aggregate of up to 281,250 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter as of December 31, 2021 (see Note 5).

	Year Ended December 31, 2023			Year Ended December 31, 2022
Cash Flows from Operating Activities:
Net (loss) income	$	(733,308	)	$	588,411
Adjustments to reconcile (loss) income to net cash used in operating activities:
Interest and dividends earned on investments held in Trust Account		(699,124	)		(1,383,127	)
Unrealized gain on investments held in Trust Account		—			(29,948	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		29,593			(67,963	)
Advance from related party		10,000			—
Accounts payable and accrued expenses		523,242			113,849
Net cash used in operating activities		(869,597	)		(778,778	)

Cash Flows from Investing Activities:
Cash deposited to Trust Account		(600,000	)		(87,112,500	)
Cash withdrawn from Trust Account in connection with redemption		78,509,506			—
Net cash provided by (used in) investing activities		77,909,506			(87,112,500	)

Cash Flows from Financing Activities:
Payment of offering costs		—			(291,340	)
Proceeds from the Initial Public Offering, net of underwriters’ discount		—			84,525,000
Proceeds from private placement		—			3,861,055
Advances from related party		545,466			67,910
Repayment of advances from related party		(105,377	)		—
Proceeds from notes payable - related party		600,000			—
Proceeds from convertible promissory note - related party		500,000			—
Repayment of promissory note - related party		—			(272,500	)
Redemption of common stock		(78,509,506	)		—
Net cash (used in) provided by financing activities		(76,969,417	)		87,890,125

Net Change in Cash		70,492			(1,153	)
Cash – Beginning of period		44,217			45,370
Cash – End of period	$	114,709		$	44,217

Non-cash investing and financing activities:
Deferred underwriting commissions payable charged to additional paid in capital	$	—		$	3,018,750
Advance to related party offset against advance from related party	$	—		$	26,445
Conversion Class B ordinary shares to Class A ordinary shares	$	215		$	—
Accretion for Class A ordinary shares to redemption amount	$	1,299,124		$	14,054,339

The accompanying notes are an integral part of these financial statements.

F-45

AIB ACQUISITION CORPORATION

~~STATEMENTS~~NOTES OFTO ~~CASH~~FINANCIAL ~~FLOWS~~STATEMENTS

	Year Ended December 31, 2022			For the Period from June 18, 2021 (Inception) Through December 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	588,411		$	(23,277	)
Adjustments to reconcile income (loss) to net cash used in operating activities:
Interest earned on investments held in Trust Account		(1,383,127	)		—
Unrealized gain on investments held in Trust Account		(29,948	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(67,963	)		—
Accounts payable and accrued expenses		113,849			16,642
Net cash used in operating activities		(778,778	)		(6,635	)
Cash Flows from Investing Activities:
Cash deposited to Trust Account		(87,112,500	)		—
Net cash used in investing activities		(87,112,500	)		—
Cash Flows from Financing Activities:
Payment of offering costs		(291,340	)		(172,995	)
Proceeds from initial public offering, net of underwriters’ discount		84,525,000			—
Proceeds from private placement		3,861,055			—
Advances from related party		67,910			—
Proceeds from notes payable - related party		—			225,000
Repayment of Sponsor loan		(272,500	)		—
Net cash provided by financing activities		87,890,125			52,005
Net Change in Cash		(1,153	)		45,370
Cash – Beginning of period		45,370			—
Cash – End of period	$	44,217		$	45,370
Non-cash investing and financing activities:
Deferred underwriting commissions payable charged to additional paid in capital	$	3,018,750		$	—
Deferred offering costs included in accrued offering costs	$	—		$	31,252
Advance to related party offset against advance from related party	$	26,445		$	—
Deferred offering cost paid by the Sponsor in exchange for the issuance of Class B ordinary shares	$	—		$	25,000
Deferred offering costs paid by note payable – related party	$	—		$	47,500

NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

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

~~F-5~~The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, although the Company is focused on business in the fintech industry. 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.

~~AIB~~As of ~~ACQUISITION~~December ~~CORPORATION~~31, 2023, the Company had not commenced any operations. All activity from June 18, 2021 (inception) through December 31, 2023 relates to the Company’s formation and IPO (as defined below), and, since the IPO, the search for and 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.

~~NOTES~~The Company’s TORegistration ~~FINANCIAL~~Statement ~~STATEMENTS~~on Form S-1 initially filed with the Securities and Exchange 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 “IPO”) of 7,500,000 units (“Units” 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 offered, the “Public Rights”) at $10.00 per Unit, generating gross proceeds of $225,000,000 (see Note 3). Each Public Right entitles the holder to receive one-tenth (1/10) of one of Class A Ordinary Share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) upon the consummation of a Business Combination. The Company has selected December 31 as its fiscal year end.

~~DECEMBER~~Simultaneously with 31the closing of the IPO, ~~2022~~the ~~AND~~Company consummated the sale of 355,000 units (the “Private Units”) at a price of $10.00 ~~FOR~~per ~~THE~~Private ~~PERIOD~~Unit ~~FROM~~in ~~JUNE~~a 18private placement (the “Private Placement”) to the Company’s sponsor, ~~2021~~AIB LLC (the “Sponsor”), and Maxim Group, LLC (“Maxim”) generating gross proceeds of $3,550,000 (see Note 4).

Simultaneously with the closing of the IPO and the Private Placement, the Company consummated the closing of the sale of 1,125,000 additional units (~~INCEPTION~~the “Overallotment Units”) ~~THROUGH~~upon ~~DECEMBER~~receiving notice of the underwriter’s election to fully exercise its overallotment 31option, ~~2021~~generating additional gross proceeds of $11,250,000. Simultaneously with the exercise of the Overallotment Units, the Company consummated the private placement of an additional 33,750 Private Units to the Sponsor and Maxim, generating gross proceeds of $337,500.

~~NOTE~~ Offering costs for the IPO and Overallotment Units amounted to $5,941,695, consisting of $1 ~~— ORGANIZATION~~,725,000 ~~AND~~of ~~PLAN~~underwriting fees, consisting of $1,725,000 OFof ~~BUSINESS~~underwriting ~~OPERATIONS~~fees, $3,018,750 of deferred underwriting fees payable (which are held in the Trust Account (as defined below), $56,000 for the underwriter’s unit purchase option (see Note 6), $598,000 for the issuance of representative shares to the underwriters, and $543,945 of other costs. As described in Note 6, the $3,018,750 of deferred underwriting fees payable is contingent upon the consummation of a Business Combination, subject to the terms of the underwriting agreement entered into in connection with the IPO.

~~AIB~~Following ~~Acquisition~~the ~~Corporation~~closing of the IPO, the Private Placement and sale of the Overallotment Units, $87,112,500 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO, Overallotment Units, and the Private Units in the Private Placement were placed in a U.S.-based trust account (the “~~Company~~Trust Account”) iswith aContinental Stock Transfer ~~blank~~& ~~check~~Trust ~~company~~Company ~~incorporated~~(“Continental”) as atrustee. ~~Cayman~~As ~~Islands~~of ~~exempted~~December ~~company~~31, on2023, ~~June~~the ~~18,~~amounts ~~2021.~~placed ~~The~~in ~~Company~~the ~~was~~Trust Account ~~formed~~were ~~for~~invested in money market funds primarily held in U.S. government securities, within the ~~purpose~~meaning ofset ~~effecting~~forth in Section 2(a)(16) of ~~merger,~~the ~~share~~Investment ~~exchange,~~Company ~~asset~~Act ~~acquisition~~of 1940, ~~share~~as ~~purchase,~~amended ~~recapitalization~~(the “Investment Company Act”), ~~reorganization~~with a maturity of 180 days or ~~similar~~less or in ~~business~~any ~~combination~~open-ended ~~with~~investment ~~one~~company orthat ~~more~~holds ~~businesses~~itself out as a money market fund selected by the Company meeting the conditions of paragraphs (“d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company until the earlier of: (i) the completion of a Business Combination” and (ii) the distribution of the Trust Account, as described below.

The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, although the Company intends to 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.F-6

AsAIB ofACQUISITION December 31, 2022, the Company had not commenced any operations. All activity from June 18, 2021 (inception) through December 31, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the IPO, the search for a prospective 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.CORPORATION

~~Simultaneously~~NOTES ~~with~~TO ~~the~~FINANCIAL closing of the IPO, the Company consummated the sale of 355,000 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, AIB, LLC (the “Sponsor”), and Maxim Group, LLC (“Maxim”) generating gross proceeds of $3,550,000 which is described in Note 4.STATEMENTS

~~Simultaneously~~The Company’s management (“Management”) has broad discretion with respect to the ~~closing~~specific application of the net proceeds of the IPO and the ~~sale~~Private Placement, although substantially all of the ~~Private~~net ~~Placement~~proceeds ~~Units,~~are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company ~~consummated~~will ~~the~~be ~~closing~~able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of ~~the~~at ~~sale~~least 80% of ~~1,125,000~~the ~~additional~~assets ~~Units~~held in the ~~upon~~Trust ~~receiving~~Account ~~notice~~(excluding ofthe amounts due under the ~~underwriter’s~~Business ~~election~~Combination tomarketing ~~fully~~agreement ~~exercise~~and ~~its~~taxes ~~overallotment~~payable ~~option~~on ~~(“Overallotment~~income ~~Units”),~~earned on the ~~generating~~Trust ~~additional~~Account) ~~gross~~at ~~proceeds~~the time of ~~$11,250,000.~~the ~~Simultaneously~~agreement ~~with~~to enter into the ~~exercise~~initial ofBusiness ~~the~~Combination. ~~overallotment~~However, the Company ~~consummated~~will ~~the~~only complete a ~~private~~Business ~~placement~~Combination if the post-transaction company owns or acquires 50% or more of anthe ~~additional~~outstanding ~~33,750~~voting ~~Private~~securities ~~Placement~~of ~~Units~~the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the ~~Sponsor and~~Investment ~~Maxim,~~Company ~~generating~~Act. ~~gross~~There ~~proceeds~~is ofno ~~$337,500~~assurance the Company will be able to successfully effect a Business Combination.

~~Offering~~The ~~costs~~Company ~~for~~will provide the ~~IPO~~holders of the outstanding Public Shares ~~and~~(the ~~Overallotment~~“Public ~~Units~~Shareholders”) ~~amounted~~with the opportunity to ~~$5,941,695,~~redeem ~~consisting~~all ofor ~~$1,725,000~~a portion of ~~underwriting~~their ~~fees,~~Public ~~$3,018,750~~Shares ofupon ~~deferred~~the ~~underwriting~~completion ~~fees~~of ~~payable~~a ~~(which~~Business ~~are~~Combination ~~held~~either (i) in connection with a shareholder meeting called to approve the ~~Trust~~Business ~~Account~~Combination ~~(defined~~or ~~below~~(ii)), by means ~~$56,000~~of ~~for~~a tender offer. The decision as to whether the ~~underwriter’s~~Company ~~unit~~will ~~purchase~~seek ~~option~~shareholder ~~(see~~approval ~~Note~~of ~~6),~~a Business Combination or conduct a ~~$598,000~~tender ~~for~~offer will be made by the ~~issuance~~Company. ofThe ~~representative~~Public ~~shares~~Shareholders will be entitled to ~~the~~redeem ~~underwriters~~their ~~(see~~Public ~~Note~~Shares 7)for ~~and~~a ~~$543,945~~pro rata portion of ~~other~~the ~~costs.~~amount Asthen ~~described~~ in ~~Note 6,~~ the $3Trust Account,~~018~~ which,~~750~~ as of ~~deferred~~December ~~underwriting~~31, ~~fees~~2023, ~~payable~~was is$11.44 ~~contingent~~per ~~upon~~Public ~~the~~Share, ~~consummation~~plus ofany apro ~~Business~~rata ~~Combination,~~interest ~~subject~~then in to the ~~terms~~ ofTrust ~~the~~Account, ~~underwriting~~net ~~agreement~~of taxes payable.

~~Following~~All of the ~~closing~~Public of Shares contain a redemption feature that allows for the ~~IPO~~redemption ~~and~~of ~~Overallotment~~such ~~Units,~~Public ~~$87~~Shares in connection with the Company’s liquidation,~~112,500~~ ~~($10.10~~if ~~per~~there ~~Unit)~~is ~~from~~a ~~the~~shareholder ~~net~~vote ~~proceeds~~or oftender ~~the~~offer ~~sale~~in ofconnection with the ~~Units~~Business Combination and in ~~the~~connection ~~IPO,~~with ~~Overallotment~~certain ~~Units,~~amendments ~~and~~to the ~~Private~~Company’s ~~Placement~~amended ~~Units~~and ~~were~~restated ~~placed~~memorandum inand aarticles ~~trust~~of ~~account~~incorporation (the “~~Trust~~Amended ~~Account~~and Restated Charter”). In ~~The~~accordance ~~amounts~~with ~~placed~~Financial inAccounting ~~the~~Standards ~~Trust~~Board ~~Account~~(“FASB”) Accounting Standards Codification (“ASC”) Topic ~~will~~480 be“Distinguishing ~~invested~~Liabilities infrom ~~U.S.~~Equity” ~~government~~(“ASC ~~securities~~480”) Subtopic 10-S99, ~~within~~redemption ~~the~~provisions ~~meaning~~not ~~set~~solely ~~forth~~within the incontrol ~~Section 2(~~of a~~)(16)~~ ofcompany ~~the~~require ~~Investment~~Class ~~Company~~A ~~Act~~ordinary shares subject to redemption to be classified outside of permanent equity. Given that ~~1940,~~the asPublic ~~amended~~Shares are issued with other freestanding instruments (i.e., the ~~“Investment~~Public ~~Company Act”~~Rights), ~~with~~the ainitial ~~maturity~~carrying value of ~~180~~the ~~days~~Public Shares orclassified ~~less~~as ortemporary equity is the allocated proceeds determined in ~~any~~accordance ~~open~~with FASB ASC Topic 470-~~ended~~20 ~~investment~~“Debt ~~company~~with ~~that~~Conversion ~~holds~~and ~~itself~~other ~~out~~Options”. asThe aPublic ~~money~~Shares ~~market~~are ~~fund~~subject ~~selected~~to byASC 480 Subtopic 10-S99. If it is probable that the equity instrument will become redeemable, the Company ~~meeting~~has the ~~conditions~~option ofto ~~paragraphs~~either (di)~~(2),~~ ~~(d)(3) and~~accrete ~~(d)(4) of Rule 2a-7~~changes in the redemption value over the period from the date of issuance (or from the ~~Investment~~date ~~Company~~that ~~Act,~~it asbecomes ~~determined~~probable bythat the ~~Company~~instrument will become redeemable, ~~until~~if later) to the ~~earlier~~earliest redemption date of: the instrument or (iii) recognize changes in the ~~completion~~redemption ofvalue aimmediately ~~Business Combination~~as they occur and ~~(ii)~~ adjust the ~~distribution~~carrying amount of the instrument to equal the ~~Trust~~redemption ~~Account~~value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as ~~described~~such ~~below~~on the balance sheet until such date that a redemption event takes place.

~~F-6~~Redemptions of the Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Charter, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction 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 offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the 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 purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

~~AIB ACQUISITION CORPORATION~~F-7

~~NOTES~~AIB TOACQUISITION ~~FINANCIAL STATEMENTS~~CORPORATION

~~DECEMBER~~NOTES ~~31,~~TO ~~2022~~FINANCIAL ~~AND FOR THE PERIOD FROM JUNE 18, 2021~~STATEMENTS

Notwithstanding the foregoing, the Amended and Restated Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (~~INCEPTION~~as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), ~~THROUGH~~will ~~DECEMBER~~be restricted from redeeming its shares with respect 31to more than an aggregate of 15% or more of the Public Shares sold in the IPO, ~~2021~~without the prior consent of the Company.

The Sponsor, ~~Company’s~~officers ~~management has~~and ~~broad~~directors ~~discretion~~have ~~with~~agreed ~~respect~~not to ~~the~~propose ~~specific~~an ~~application~~amendment ofto the ~~net~~Amended ~~proceeds~~and ofRestated ~~the~~Charter ~~IPO~~that ~~and~~would ~~the~~affect ~~sale of~~ the ~~Private Placement Units,~~substance ~~although~~or ~~substantially~~timing ~~all~~ of the ~~net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the~~ Company’s ~~will~~obligation ~~be able~~ to ~~complete~~redeem ~~a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80~~100% of ~~the~~its ~~assets~~Public ~~held~~Shares inif the Trust Account (excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company ~~will~~does ~~only~~not complete a Business Combination ~~if the post-transaction~~, ~~company~~unless ~~owns or acquires 50% or more of~~ the ~~outstanding~~Company ~~voting~~provides ~~securities of~~ the ~~target~~Public orShareholders ~~otherwise~~with ~~acquires a controlling interest in~~ the ~~target~~opportunity ~~sufficient for it not~~ to beredeem ~~required~~their toClass ~~register~~A asOrdinary anShares ~~investment~~in ~~company~~conjunction ~~under the Investment Company Act. There is no assurance~~with ~~the~~any ~~Company~~such ~~will be able to successfully effect a Business Combination~~amendment.

The ~~Company~~Initial ~~will~~Shareholders ~~provide~~have also agreed to waive their liquidation rights with respect to the ~~holders~~Founder ofShares if the ~~outstanding~~Company ~~Public~~fails ~~Shares~~to (complete a Business Combination within the ~~“Public~~Combination ~~Shareholders”~~Period (as defined below). ~~with~~However, if the ~~opportunity~~Initial toShareholders ~~redeem~~should ~~all~~acquire Public Shares in or aafter ~~portion~~the ofIPO, they will be entitled to liquidating distributions ~~their~~from the Trust Account with respect to such Public Shares ~~upon~~if the ~~completion~~Company offails to complete a Business Combination ~~either~~within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (isee Note 6) held in ~~connection~~the ~~with~~Trust Account in the event the Company does not complete a ~~shareholder~~Business ~~meeting~~Combination ~~called~~within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to ~~approve~~fund the redemption of the Public Shares. In the event of such distribution, it is possible that the ~~Business~~per ~~Combination~~share orvalue of the residual assets remaining available for distribution (iiincluding Trust Account assets) by ~~means~~may ofbe aless ~~tender~~than ~~offer~~$11.44 ~~The~~per ~~decision~~share held in the Trust Account as of December 31, 2023. In order to ~~whether~~protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company ~~will~~if ~~seek~~and ~~shareholder~~to ~~approval of~~the extent any claims by a ~~Business~~vendor ~~Combination~~for services rendered or ~~conduct~~products asold ~~tender~~to ~~offer~~the ~~will~~Company, beor ~~made~~a byprospective target business with which the Company. ~~The~~has ~~Public~~discussed ~~Shareholders~~entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will benot ~~entitled~~apply with respect to ~~redeem~~any ~~their Public~~claims ~~Shares~~by ~~for~~a third party who executed a ~~pro~~waiver ~~rata~~of ~~portion~~any right, title, interest or claim of ~~the~~any ~~amount~~kind ~~then~~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 amended (~~initially~~the “Securities ~~anticipated~~Act”). Moreover, in the event that an executed waiver is deemed to be ~~$10.10~~unenforceable against ~~per~~a ~~Public~~third ~~Share~~party, ~~plus~~ the Sponsor will not be responsible to the extent of any ~~pro~~liability ~~rata~~for ~~interest~~such ~~then~~third-party inclaims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, ~~net~~service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of ~~taxes~~any ~~payable)~~kind in or to monies held in the Trust Account.

~~All of the Public Shares~~Extensions ~~contain a redemption feature which allows for the redemption~~ of ~~such Public Shares in connection with~~ the ~~Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business~~ Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topis 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Rights as defined in Note 7), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place.Period

~~Redemptions~~The ofCompany ~~the~~initially ~~Company’s Public~~had ~~Shares~~until ~~may~~January be21, ~~subject~~2023, 12 tomonths from the ~~satisfaction~~closing of ~~conditions,~~the ~~including~~Initial ~~minimum~~Public ~~cash conditions~~Offering, ~~pursuant~~ to anconsummate ~~agreement relating to~~ the ~~Company’s~~initial Business Combination. IfOn ~~the~~January ~~Company~~18, ~~seeks shareholder approval of the Business Combination~~2023, the Company ~~will proceed~~ ~~with~~held aan ~~Business~~extraordinary ~~Combination~~general ifmeeting ~~a majority~~ of shareholders (the ~~shares~~“First ~~voted~~Extension ~~are~~Meeting”) ~~voted~~and ~~in favor of the Business Combination~~approved, oramong ~~such~~ other ~~vote~~things, ~~as required~~amendments byto ~~law~~the orsecond ~~stock~~amended ~~exchange~~and ~~rule.~~restated Ifmemorandum aand ~~shareholder~~articles ~~vote~~of isassociation ~~not~~(the ~~required~~“First byExtension ~~applicable~~Amendment”) ~~law~~to or(i) ~~stock exchange listing requirements and the~~extend ~~Company~~the ~~does~~date ~~not~~by ~~decide~~which towe ~~hold~~must aconsummate ~~shareholder~~an ~~vote~~initial ~~for~~Business ~~business~~Combination orfrom ~~other~~January ~~reasons~~21, ~~the~~2023 ~~Company will, pursuant~~ to ~~its~~October ~~Amended~~21, ~~and~~2023, ~~Restated Memorandum~~ and ~~Articles~~(ii) ofto ~~Association,~~permit ~~conduct~~ the board ~~redemptions~~of ~~pursuant~~directors ~~to the tender offer rules~~ of the ~~Securities~~Company ~~and Exchange Commission~~ (the “~~SEC~~Board”), ~~and~~in ~~file~~its ~~tender~~sole ~~offer~~discretion, ~~documents~~to ~~with~~elect ~~the SEC prior~~ to ~~completing~~wind aup ~~Business Combination. If, however, shareholder approval of~~ the ~~transaction is required by applicable law or stock exchange listing requirements, or the~~ Company’s ~~decides to obtain shareholder~~operations ~~approval~~on ~~for~~an ~~business~~earlier ordate ~~other~~than ~~reasons~~October 21, ~~the~~2023. ~~Company~~In ~~will~~connection ~~offer to redeem shares in conjunction~~ with ~~a proxy solicitation pursuant to~~ the ~~proxy~~ ~~rules and~~vote ~~not pursuant~~ to ~~the~~approve ~~tender offer rules. If~~ the ~~Company~~First ~~seeks~~Extension ~~shareholder~~Amendment ~~approval~~and ~~in connection with a Business Combination,~~ the ~~Sponsor~~Trust ~~has agreed to vote its Founder Shares~~ Amendment (as defined inbelow), ~~Note~~Public 5)Shareholders ~~and~~holding ~~any~~7,623,698 ~~Public~~Ordinary Shares ~~purchased~~exercised ~~during~~their orright ~~after~~to ~~the~~redeem ~~IPO~~such inshares ~~favor of~~for ~~approving~~ a ~~Business~~pro ~~Combination.~~rata ~~Additionally,~~portion of ~~each~~the ~~Public~~Trust ~~Shareholder~~Account. ~~may~~As ~~elect~~a toresult, ~~redeem~~an ~~their~~aggregate ~~Public~~amount ~~Shares~~of ~~without voting~~$78,324,476 ~~and if~~(approximately ~~they~~$10.27 doper ~~vote,~~share) ~~irrespective~~was ofremoved ~~whether~~from ~~they~~the ~~vote~~Trust ~~for~~Account to orpay ~~against~~such ~~the proposed transaction~~holders.

~~F-7~~On January 19, 2023, upon the shareholders’ approval of the trust amendment proposal at the First Extension Meeting, the Company entered into an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated January 18, 2022 (the “Trust Agreement”), by and between the Company and Continental, 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.

~~AIB~~On ~~ACQUISITION~~October ~~CORPORATION~~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.

~~NOTES TO FINANCIAL STATEMENTS~~F-8

~~DECEMBER~~AIB ~~31,~~ACQUISITION ~~2022 AND FOR THE PERIOD FROM JUNE 18, 2021~~CORPORATION

~~(INCEPTION)~~NOTES ~~THROUGH~~TO ~~DECEMBER 31,~~FINANCIAL ~~2021~~STATEMENTS

~~Notwithstanding~~If the Company is unable to complete a Business Combination by January 21, 2025, the ~~foregoing~~extended date (the “Combination Period”), the ~~Amended~~Company ~~and~~will ~~Restated~~(i) cease ~~Memorandum~~all ~~and~~operations ~~Articles~~except for the purpose of ~~Association~~winding ~~provides~~up, ~~that~~(ii) as apromptly as reasonably possible but not more than ten business days thereafter, redeem the Public ~~Shareholder~~Shares, ~~together~~at ~~with~~a ~~any~~per-share ~~affiliate~~price, ofpayable ~~such~~in cash, equal to the aggregate amount ~~shareholder~~then oron ~~any~~deposit ~~other~~in ~~person~~the ~~with~~Trust ~~whom~~Account ~~such~~including ~~shareholder~~interest isearned ~~acting~~on the funds held in ~~concert~~the orTrust asAccount aand ~~“group”~~not previously released to the Company to pay (asi) ~~defined~~its ~~under~~income ~~Section 13~~ and franchise taxes and (ii) up to $100,000 of ~~the~~dissolution ~~Securities~~expenses, ~~Exchange~~if ~~Act~~any, divided by the number of ~~1934~~then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as ~~amended~~shareholders (including the ~~“Exchange~~right ~~Act”~~to receive further liquidating distributions, if any)), ~~will~~subject beto ~~restricted~~applicable ~~from~~law, ~~redeeming~~and ~~its~~(iii) as ~~shares~~promptly ~~with~~as reasonably ~~respect~~possible tofollowing ~~more~~such ~~than~~redemption, ansubject ~~aggregate~~to the approval of ~~15%~~the orCompany’s ~~more~~remaining ofshareholders and the ~~Public~~Board, ~~Shares~~dissolve ~~sold~~and liquidate, subject in ~~the~~each ~~IPO,~~case ~~without~~to the ~~prior~~Company’s ~~consent~~obligations under Cayman Islands law to provide for claims of creditors and the requirements ~~Company~~of other applicable law.

~~The Company’s Sponsor,~~Founder ~~officers~~Share and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their shares of Class A ordinary shares in conjunction with any such amendment.Conversion

IfOn ~~the~~October ~~Company is unable to complete a Business Combination by January 21~~18, 2023, ~~12 months from~~ the ~~closing of the IPO, or up to 21 months if extended (see Note 5), (the “Combination Period”), the~~ Company ~~will~~issued ~~(i) cease~~an ~~all~~aggregate ~~operations except for the purpose~~ of ~~winding up~~2,156,249 ~~(ii) as~~Class ~~promptly~~A asOrdinary ~~reasonably possible but not more than ten business days thereafter, redeem the Public~~ Shares, ~~at a per-share price, payable in cash, equal~~ to the ~~aggregate~~Sponsor ~~amount~~of ~~then on deposit in~~ the ~~Trust Account including interest earned on the funds held in the Trust Account and not previously released to the~~ Company ~~to pay (i) its income and franchise taxes and (ii) up to $100~~,~~000~~ ofupon ~~dissolution expenses, if any, divided by~~ the ~~number~~conversion ~~of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders~~ (~~including~~ the ~~right to receive further liquidating distributions, if any~~“Conversion”), ~~subject~~of toan ~~applicable~~equal ~~law,~~number ~~and (iii) as promptly as reasonably possible following such redemption, subject to the approval~~ of the Company’s ~~remaining shareholders and the~~ ~~Company’s~~Class ~~board~~B ofordinary ~~directors~~shares, ~~dissolve~~par ~~and~~value ~~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~~$0.0001 Onper ~~January~~share ~~19, 2023, upon the shareholders’ approval of the Trust Amendment Proposal, the Company entered into an amendment~~ (~~the~~ “~~Trust~~Class ~~Amendment”)~~B toOrdinary ~~the Investment Management Trust Agreement, dated January 18, 2022 (the “Trust Agreement~~Shares”), by and ~~between~~together ~~the~~with ~~Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), to extend~~ the ~~date~~Class byA ~~which~~Ordinary ~~the Company would be required to consummate a business combination from January 21~~Shares, ~~2023 to October 21, 2023, or such earlier date as determined by the board of directors of the~~ ~~Company (~~the “~~Board~~Ordinary Shares”), inheld ~~its~~by ~~sole~~the ~~discretion~~Sponsor (~~see~~ Note 95).

~~On January 20~~The 2, ~~2023~~156,249 ~~the Company~~Class ~~issued~~A aOrdinary ~~promissory~~Shares ~~note~~issued ~~(the~~in ~~“Extension~~connection ~~Note”)~~with in the ~~aggregate~~Conversion ~~principal~~are ~~amount~~subject ~~of up~~ to ~~$450,000 to AIB LLC, a Delaware limited liability company,~~ the ~~Company’s~~same ~~sponsor~~restrictions ~~(the~~as ~~“Extension~~applied ~~Funds”), pursuant~~ to ~~which~~ the ~~Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each outstanding~~ Class ~~A ordinary share of the Company~~ ~~(“Public~~B ~~Share”)~~Ordinary ~~that~~Shares ~~was~~before ~~not redeemed in connection with~~ the ~~extension~~Conversion, ~~of the Company’s termination date from January 21~~including, ~~2023~~among toother ~~October 21~~things, ~~2023.~~certain ~~The~~transfer ~~sponsor has agreed to pay $50~~restrictions,~~000~~ ~~per~~waiver ~~month~~of ~~(or~~redemption ~~$0.05~~rights ~~per public share not redeemed) that~~ and the ~~Company decides~~obligation to ~~take~~vote toin ~~complete~~favor of an initial ~~business~~Business ~~combination,~~Combination ~~commencing~~as ondescribed ~~January~~in ~~21,~~the ~~2023~~Annual ~~and continuing through October 21, 2023, or~~Report ~~portion~~on ~~thereof,~~Form ~~that~~10-K ~~is needed to complete an initial business combination,~~ for upthe tofiscal anyear ~~aggregate~~ended ofDecember ~~$450~~31,~~000.~~ ~~On January 20,~~ 2023~~, the~~ ~~first installment of the Extension Funds was deposited into the Trust Account~~ (~~see~~this ~~Note 9~~“Report”)., ~~The~~to ~~Extension~~which ~~Note~~the ~~bears~~accompanying nofinancial ~~interest and~~statements isand ~~repayable~~these innotes ~~full~~form ~~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~~part.

~~In connection with the shareholders’~~Nasdaq vote at the extraordinary general meeting of shareholders. 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. As a result, $78,324,476 (approximately $10.27 per share) was removed from the Trust Account to pay such holders (Note 9).Notices

~~F-8~~On May 11, 2023, the Company received two deficiency letter (the “First Nasdaq Letter”) and (the “Second Nasdaq Letter”) from the Listing Qualifications Department (the “Nasdaq Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the $50 million minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”) and the Company’s Market Value of Publicly Held Shares (“MVPHS”) was below the $15 million minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(3)(C) (the “MVPHS Requirement”).

~~AIB~~The First ~~ACQUISITION~~Nasdaq ~~CORPORATION~~Letter and Second Nasdaq Letter received had no immediate effect on the Company’s Nasdaq listing. The Nasdaq Listing Rules provided the Company a compliance period of 180 calendar days in which to regain compliance. If at any time during this compliance period, the Company’s MVLS closed at $50 million or more and the Company’s MVPHS closed at $15 million or more for a minimum of ten consecutive business days, Nasdaq would provide the Company written confirmation of compliance.

~~NOTES~~On September TO25, ~~FINANCIAL~~2023, ~~STATEMENTS~~the Company received a deficiency letter (the “Third Nasdaq Letter”) from the Nasdaq Staff 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”).

~~DECEMBER 31, 2022 AND FOR THE PERIOD FROM JUNE 18, 2021~~F-9

~~(INCEPTION)~~AIB ~~THROUGH~~ACQUISITION ~~DECEMBER 31, 2021~~CORPORATION

~~The~~NOTES ~~Initial~~TO ~~Shareholders have~~FINANCIAL agreed to waive their liquidation rights with respect to the Founder Shares (as defined in Note 5) 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, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company 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 Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the 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 amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.STATEMENTS

~~Risks~~The Third Nasdaq Letter had no immediate effect on the Company’s Nasdaq listing. The Nasdaq rules provided the Company 45 calendar days to submit a plan to regain compliance and ~~Uncertainties~~a compliance period of up to 180 calendar days in which to evidence compliance.

~~Management is currently evaluating~~On ~~the~~November ~~impact~~22, of2023, the ~~COVID-19 pandemic~~Company ~~and~~received ~~has~~a ~~concluded~~notice ~~that~~(the ~~while~~“Nasdaq itNotice”) isfrom ~~reasonably possible that~~ the ~~virus~~Nasdaq ~~could~~Staff ~~have~~indicating athat ~~negative~~since ~~effect on~~it received the ~~Company’s~~First ~~financial~~Nasdaq ~~position,~~Letter ~~results of its operations,~~ and~~/or~~ ~~search~~Second ~~for~~Nasdaq ~~a target company~~Letter, the ~~specific~~Company ~~impact~~had is not ~~readily determinable~~regained ascompliance ofwith ~~the~~either ~~date~~ of ~~these~~the ~~financial~~MVLS ~~statements.~~Requirement ~~The~~or ~~financial statements do not include any adjustments that might result from~~ the MVPHS ~~outcome of this uncertainty~~Requirement.

InPursuant to ~~February~~the ~~2022~~Notice, unless a hearing is timely requested before the ~~Russian~~Nasdaq Hearings Panel (the “Panel”), the Company’s securities ~~Federation~~would be subject to suspension and ~~Belarus~~delisting ~~commenced~~from aThe ~~military~~Nasdaq ~~action~~Global ~~with~~Market at the ~~country~~opening of ~~Ukraine.~~business Ason December 1, 2023, and a Form 25-NSE ~~result~~would ofbe ~~this~~filed ~~action,~~with ~~various~~the ~~nations~~SEC, ~~including~~ which would remove the ~~United~~Company’s ~~States,~~securities ~~have~~from ~~instituted~~listing ~~economic~~and ~~sanctions~~registration ~~against~~on Nasdaq. Alternatively, the ~~Russian~~Company ~~Federation~~could ~~and~~consider ~~Belarus.~~applying ~~Further~~to list its securities on The Nasdaq Capital Market, provided the ~~impact~~Company ofsatisfies the ~~this~~requirements ~~action~~for ~~and related~~continued ~~sanctions~~listing on ~~the~~that ~~world~~market. ~~economy~~The Nasdaq Capital Market is ~~not~~a ~~determinable~~continuous astrading ofmarket ~~the~~that ~~date~~operates ofin ~~these~~substantially the ~~financial~~same ~~statements.~~manner as The ~~specific~~Nasdaq ~~impact~~Global onMarket. In connection with the ~~Company’s financial~~First ~~condition~~Nasdaq Letter, ~~results~~Second ofNasdaq ~~operations,~~Letter and ~~cash~~Third ~~flows~~Nasdaq isLetter, the ~~also~~Company ~~not~~timely ~~determinable~~requested asa ofhearing before the ~~date~~Panel. of(See ~~these~~Note ~~financial statements~~9).

~~On August 16, 2022, the Inflation~~PSI ~~Reduction~~Business 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.Combination

~~Any~~On ~~redemption or other repurchase that occurs after~~ December 3127, ~~2022~~2023, ~~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~~entered beinto ~~subject to~~ the ~~excise~~PSI ~~tax in connection with a~~ Business Combination~~, extension vote~~ orAgreement ~~otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection~~ with the ~~Business~~Sponsor, ~~Combination~~Pubco, ~~extension~~First orMerger ~~otherwise~~Sub, ~~(ii)~~Second ~~the~~Merger ~~structure of a Business Combination~~Sub, ~~(iii) the nature~~ and ~~amount~~PSI ~~of any “PIPE” or other equity issuances in connection with a Business Combination~~ (orsee ~~otherwise~~Note ~~issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination~~6) ~~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 securities will trade on Nasdaq following the date of this prospectus, we may become a “covered corporation”.

~~F-9~~Risks and Uncertainties

~~AIB~~The Company’s ~~ACQUISITION~~results ~~CORPORATION~~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.

~~NOTES~~On August TO16, ~~FINANCIAL~~2022, ~~STATEMENTS~~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.

~~DECEMBER 31, 2022 AND FOR THE PERIOD FROM JUNE 18, 2021~~F-10

~~(INCEPTION)~~AIB ~~THROUGH~~ACQUISITION ~~DECEMBER 31, 2021~~CORPORATION

~~Liquidity~~NOTES ~~and~~TO ~~Going~~FINANCIAL ~~Concern~~ STATEMENTS

AsAny redemption ofor 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 ~~had~~would ~~$44~~be subject to the excise tax in connection with a Business Combination,~~217~~ extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in ~~its~~connection ~~operating~~with ~~bank~~the ~~account~~Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and ~~working~~amount ~~capital~~of ~~deficit~~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 ~~$59~~a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition,~~776~~ 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 the Company’s securities trade on Nasdaq, the Company may become a “covered corporation”.

~~The Company’s liquidity~~Liquidity, ~~needs~~Capital upResources ~~to the closing of the IPO on January 21, 2022 had been satisfied through proceeds from notes payable~~ and ~~advances~~Going ~~from related party and from the issuance of ordinary shares.~~Concern

InAs ~~order~~of toDecember ~~finance~~31, ~~transaction costs in connection with a Business Combination~~2023, the Company’s ~~Sponsor~~had or$114,709 anin ~~affiliate~~its ~~of the Sponsor or certain of the Company’s~~operating ~~officers~~bank account and ~~directors may, but are not obligated to, provide the Company with~~ working capital. ~~The~~deficit ~~Company’s~~of ~~management~~$1,592,208, ~~plans~~which ~~to continue~~excludes ~~its~~investments ~~efforts~~held toin ~~complete a Business Combination within~~ the ~~Combination~~Trust ~~Period~~Account, ~~after~~ the ~~closing~~liability offor ~~the~~convertible note ~~Initial~~and ~~Public~~deferred ~~Offering~~underwriting fee.

~~On January 20, 2023, the~~In ~~Company~~order ~~issued~~to ~~the~~finance ~~Extension~~transaction ~~Note~~costs in ~~the~~connection ~~aggregate~~with ~~principal~~a ~~amount~~Business ~~of up to $450~~Combination,~~000~~ ~~to its sponsor, pursuant to which~~ the ~~Extension Funds~~Sponsor ~~will~~or bean ~~deposited~~affiliate ~~into~~of the ~~Trust~~Sponsor ~~Account~~or incertain ~~monthly installments for the benefit~~ of ~~each outstanding Public Share that was not redeemed~~ ~~in connection with~~ the ~~extension of the~~ Company’s ~~termination~~officers ~~date~~and ~~from~~directors ~~January 21~~may, ~~2023~~but toare ~~October~~not ~~21,~~obligated ~~2023. The sponsor has agreed~~ to ~~pay $50~~,~~000~~ ~~per~~provide ~~month (or $0.05 per public share not redeemed) that~~ the Company ~~decides~~with toworking 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 $450,000capital. On January 20, 2023, the first installment of the Extension Funds was deposited into the Trust Account (see Note 9). 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.

~~On January 23, 2023, the~~If ~~Company, issued a promissory note (~~the ~~“2023~~Company’s ~~Note”)~~estimate inof the ~~principal~~costs ~~amount~~ of upidentifying toa ~~$500~~target business,~~000~~ toundertaking ~~the~~in-depth ~~Sponsor.~~due ~~The~~diligence ~~2023~~and ~~Note was~~negotiating ~~issued~~a inBusiness Combination ~~connection~~are ~~with~~less ~~advances~~than the ~~Sponsor~~actual ~~has~~amount ~~made,~~necessary ~~and~~to ~~may~~do ~~make in the future~~so, to the Company ~~for~~may ~~working~~have ~~capital~~insufficient ~~expenses. The~~funds ~~2023~~available ~~Note~~to ~~bears~~operate noits ~~interest~~business prior ~~and~~to isour ~~due~~Business ~~and~~Combination. ~~payable~~Moreover, ~~upon~~it ~~the~~may ~~earlier~~need to ~~occur~~obtain ofother ~~(i)~~financing ~~the~~either ~~date~~to oncomplete ~~which~~our ~~the~~Business ~~Company~~Combination ~~consummates~~or ~~its~~because ~~initial~~it ~~business~~becomes ~~combination~~obligated ~~and~~to ~~(ii)~~redeem ~~the~~a ~~date~~significant ~~that~~number ~~the winding up~~ of the ~~Company~~Public isShares ~~effective.~~upon Atconsummation ~~the election~~ of ~~the~~our ~~Sponsor,~~Business ~~up to $500~~Combination,~~000~~ ofin ~~the~~which ~~unpaid~~case it ~~principal~~may ~~amount~~issue ofadditional ~~the~~securities ~~2023~~or ~~Note~~incur ~~may~~debt bein ~~converted~~connection ~~into~~with ~~units~~such ofBusiness ~~the~~Combination. ~~Company,~~Subject ~~each~~to ~~unit~~compliance ~~consisting~~with ~~of one Class~~applicable Asecurities ~~ordinary~~laws, ~~share of~~ the ~~Maker~~Company ~~and~~would ~~one~~only ~~right~~complete ~~exchangeable~~such ~~into~~financing ~~one-tenth~~simultaneously ofwith ~~one~~the ~~Class~~completion ~~A ordinary share~~ of the ~~Company~~Business ~~(the~~Combination. ~~“Conversion~~If the ~~Units”),~~Company ~~equal~~is unable to: ~~(x)~~complete the ~~portion~~Business ofCombination ~~the~~because ~~principal~~it ~~amount~~does ofnot ~~this~~have ~~2023~~sufficient ~~Note~~funds ~~being~~available ~~converted,~~to ~~divided by (y) $10.00~~it, ~~rounded up to~~ the ~~nearest~~Company ~~whole~~will ~~number~~be forced ~~of units. The Conversion Units are identical~~ to ~~the~~cease ~~units~~operations ~~issued~~and byliquidate the ~~Company~~Trust toAccount. ~~the~~In ~~Sponsor~~addition, infollowing the ~~private placement~~Business ~~upon~~Combination, ~~consummation~~if ofcash ~~the~~on ~~Company’s~~hand ~~initial~~is ~~public~~insufficient, we ~~offering.~~may ~~The~~need ~~Conversion Units and their underlying securities are entitled~~ to ~~the~~obtain ~~registration~~additional ~~rights~~financing ~~set forth~~ in ~~the~~order ~~Note~~to ~~(see~~meet ~~Note~~our 9)obligations.

IfOn January ~~our~~19, ~~estimate~~2023, ofupon the ~~costs of~~shareholders’ ~~identifying~~approval aof ~~target~~the ~~business,~~Extension ~~undertaking~~Amendment ~~in-depth due diligence~~ and ~~negotiating~~the aTrust ~~business~~Amendment, ~~combination~~the ~~are~~Company ~~less~~entered ~~than~~ into the ~~actual~~Trust ~~amount necessary~~Amendment to doextend ~~so,~~the wedate ~~may~~by ~~have~~which ~~insufficient~~the ~~funds~~Company ~~available~~would tobe ~~operate~~required ~~our~~to ~~business~~consummate ~~prior~~a toBusiness ~~our~~Combination ~~business~~from ~~combination.~~January ~~Moreover~~21, ~~we may~~2023 ~~need~~ to ~~obtain~~October ~~other~~21, ~~financing~~2023, ~~either~~or tosuch ~~complete~~earlier ~~our~~date ~~business~~as ~~combination~~determined orby ~~because~~the weBoard, ~~become~~in ~~obligated~~its tosole ~~redeem~~discretion. aSubsequently, ~~significant~~on ~~number of~~October ~~our~~19, ~~public~~2023, ~~shares~~ upon the ~~consummation~~shareholders’ approval of ~~our~~the ~~business~~Second ~~combination~~Extension Amendment, inthe ~~which~~Company ~~case~~entered weinto ~~may~~the ~~issue~~Second ~~additional~~Extension ~~securities~~Amendment orto ~~incur~~extend the ~~debt~~date ~~in connection~~by ~~with~~which ~~such~~the ~~business~~Company ~~combination.~~would ~~Subject~~be required to ~~compliance~~consummate ~~with~~a ~~applicable~~Business ~~securities~~Combination ~~laws~~from October 21, we2023 ~~would~~to ~~only~~January ~~complete~~21, ~~such~~2025, ~~financing~~or such ~~simultaneously~~earlier ~~with~~date as determined by the ~~completion~~Board, ofin ~~our~~its ~~business~~sole ~~combination~~discretion. IfAs wea ~~are~~result, ~~unable~~the toCompany ~~complete~~has ~~our~~up ~~business~~to ~~combination~~36 ~~because~~months wefrom dothe ~~not~~closing of the ~~have~~IPO ~~sufficient~~on ~~funds~~January ~~available~~21, 2022 to usconsummate a Business Combination, weunless ~~will~~further beextended ~~forced~~as topermitted ~~cease~~by ~~operations~~the Amended and ~~liquidate~~Restated Charter. It is uncertain that the ~~Trust~~Company ~~Account.~~will Inbe ~~addition,~~able ~~following~~to ~~our business~~consummate ~~combination,~~a ifBusiness ~~cash~~Combination onby ~~hand~~this istime. ~~insufficient,~~If wea ~~may~~Business ~~need~~Combination tois ~~obtain~~not ~~additional~~consummated by ~~financing~~this indate, ~~order~~there towill ~~meet~~be ~~our~~a ~~obligations~~mandatory liquidation and subsequent dissolution.

OnIn connection ~~January~~with ~~19, 2023, upon~~ the ~~shareholders~~Company’s ~~approval~~assessment of ~~the~~going ~~Trust~~concern ~~Amendment~~considerations ~~Proposal,~~in ~~the~~accordance ~~Company~~with ~~entered~~FASB ~~into~~ASC ~~the~~Topic ~~Trust~~205-40, ~~Amendment to extend the date by which~~“Presentation ~~the~~of ~~Company~~Financial ~~would~~Statements be— ~~required~~Going ~~to consummate a business combination from January 21~~Concern”, ~~2023~~Management tohas ~~October 21, 2023, or such earlier date as~~ determined bythat ~~the~~mandatory ~~Board~~liquidation, inshould ~~its~~a ~~sole~~Business ~~discretion~~Combination not ~~(see Note 9). As a result~~occur, weand ~~have~~potential upsubsequent todissolution 21raises ~~months~~substantial ~~from~~doubt ~~the~~about ~~closing of~~ the ~~Initial~~Company’s ~~Public Offering~~ability ~~on January 21, 2022~~ to ~~consummate~~continue ~~a Business Combination, unless further extended~~ as ~~permitted~~a bygoing ~~our charter. It is uncertain~~concern ~~that~~for ~~we will be able to consummate~~ a ~~Business~~reasonable ~~Combination~~period byof ~~this~~ time., Ifwhich ~~a Business Combination~~ is ~~not~~considered ~~consummated~~to bybe ~~this~~one ~~date,~~year ~~there will~~from bethe aissuance ~~mandatory~~of ~~liquidation~~the ~~and~~financial ~~subsequent dissolution~~statements.

F-1011

AIB ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

~~DECEMBER 31, 2022 AND~~NOTE ~~FOR~~2 — SUMMARY ~~THE~~OF ~~PERIOD~~SIGNIFICANT ~~FROM~~ACCOUNTING ~~JUNE 18, 2021~~POLICIES

~~(INCEPTION) THROUGH DECEMBER~~Basis ~~31,~~of ~~2021~~Presentation

~~In connection with the Company’s~~The ~~assessment~~accompanying offinancial ~~going~~statements ~~concern~~are ~~considerations~~presented in ~~accordance~~U.S. ~~with~~dollars ~~FASB~~and ~~ASC~~have ~~Topic~~been ~~205-40,~~prepared ~~“Presentation~~in ofaccordance ~~Financial~~with ~~Statements~~accounting —principles generally ~~Going~~accepted ~~Concern”,~~in ~~management~~the ~~has~~United ~~determined~~States ~~that~~of ~~mandatory~~America ~~liquidation,~~(“GAAP”) ~~should a Business Combination not occur,~~ and ~~potential~~pursuant ~~subsequent dissolution~~to ~~raises substantial doubt about~~ the ~~Company’s~~accounting ~~ability~~and todisclosure ~~continue~~rules asand aregulations ~~going concern for a reasonable period~~ of ~~time,~~ ~~which is considered to be one year from~~ the ~~issuance of the financial statements~~SEC.

~~NOTE 2 — SUMMARY OF SIGNIFICANT~~Emerging ~~ACCOUNTING~~Growth ~~POLICIES~~Company

~~Basis~~The Company is an “emerging growth company,” as defined in Section 2(a) of ~~Presentation~~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.

~~The~~Further, Section 102(b)(1) of ~~accompanying~~the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial ~~statements~~accounting ~~are~~standards ~~presented~~until inprivate ~~U.S.~~companies ~~dollars~~(that ~~and~~is, those that have ~~been~~not ~~prepared~~had ina ~~accordance~~Securities ~~with~~Act ~~accounting~~registration ~~principles~~statement ~~generally~~declared ~~accepted~~effective or indo ~~the~~not ~~United States~~have a class of ~~America~~securities ~~(“U.S.~~registered ~~GAAP”~~under the Exchange Act) ~~and~~are ~~pursuant~~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 ~~disclosure~~comply ~~rules~~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 ~~regulations~~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 ~~SEC~~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.

~~Emerging~~Use of ~~Growth Company~~Estimates

The ~~Company is an “emerging~~ ~~growth~~preparation ~~company,”~~of asfinancial ~~defined~~statements in ~~Section 2(a) of~~conformity ~~the~~with ~~Securities~~GAAP ~~Act,~~requires asManagement ~~modified~~to bymake ~~the~~estimates ~~Jumpstart~~and ~~Our~~assumptions ~~Business~~that ~~Startups~~affect the reported ~~Act~~amounts of ~~2012~~assets ~~(the~~and ~~“JOBS~~liabilities ~~Act”),~~ and itdisclosure ~~may take advantage~~ of ~~certain~~contingent ~~exemptions~~assets ~~from~~and ~~various~~liabilities ~~reporting~~at ~~requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with~~ the ~~independent~~date ~~registered public accounting firm attestation requirements~~ of ~~Section 404 of~~ the ~~Sarbanes-Oxley~~financial ~~Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy~~ statements, and ~~exemptions from~~ the ~~requirements~~reported ofamounts ~~holding a nonbinding advisory vote on executive compensation and shareholder approval~~ of ~~any~~expenses ~~golden~~during ~~parachute~~the ~~payments not~~reporting ~~previously approved~~period.

~~Further, Section 102(b)(1) of~~Making ~~the~~estimates ~~JOBS~~requires ~~Act~~Management ~~exempts emerging growth companies from being required~~ to ~~comply~~exercise ~~with~~significant ~~new~~judgment. orIt ~~revised~~is ~~financial~~at ~~accounting~~least ~~standards~~reasonably ~~until private~~possible ~~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~~estimate ~~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~~effect ~~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~~condition, issituation ~~issued~~ or ~~revised~~set ~~and~~of itcircumstances ~~has~~that ~~different~~existed ~~application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard~~ at the ~~time~~date ~~private companies adopt the new or revised standard. This may make comparison~~ of the ~~Company’s~~ financial statements, ~~with another public company~~ which isManagement ~~neither~~considered anin ~~emerging growth company~~formulating ~~nor~~its anestimate, ~~emerging~~could ~~growth~~change ~~company~~in ~~which~~the ~~has~~near ~~opted~~term ~~out~~due ofto ~~using~~one ~~the~~or ~~extended~~more ~~transition~~future ~~period~~confirming ~~difficult~~events. orAccordingly, ~~impossible~~the ~~because~~actual ofresults ~~the~~could ~~potential~~differ ~~differences~~significantly infrom ~~accounting~~those ~~standards used~~estimates.

~~Use~~Cash and ofCash ~~Estimates~~Equivalents

The Company ~~preparation~~considers ofall ~~the~~short-term ~~financial statements~~investments ~~in conformity~~ with ~~U.S.~~an ~~GAAP~~original ~~requires~~maturity ~~management~~of tothree ~~make~~months ~~estimates~~or ~~and~~less ~~assumptions~~when ~~that~~purchased ~~affect~~to ~~the~~be ~~reported~~cash ~~amounts~~equivalents. The ofCompany ~~assets and~~had ~~liabilities~~$114,709 and ~~disclosure~~$44,217 ofin ~~contingent~~cash ~~assets~~ and ~~liabilities~~did atnot ~~the~~have ~~date~~any ofcash ~~the~~equivalents ~~financial~~as ~~statements~~of ~~and~~December ~~the~~31, ~~reported~~2023 ~~amounts of revenues~~ and ~~expenses~~2022, ~~during the reporting periods~~respectively.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.F-12

~~F-11~~AIB ACQUISITION CORPORATION

~~AIB~~NOTES ~~ACQUISITION~~TO ~~CORPORATION~~FINANCIAL STATEMENTS

~~NOTES~~Investments Held TOin ~~FINANCIAL~~the ~~STATEMENTS~~Trust Account

~~DECEMBER~~At December 31, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. At December 31, 2022, ~~AND~~substantially all of the assets held in the Trust Account were held in U.S. Treasury ~~FOR~~securities. ~~THE~~The ~~PERIOD~~Company’s ~~FROM~~investments ~~JUNE~~held 18in 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 ~~2021~~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 statements of cash flows. The fair value for these trading securities are determined using quoted market prices in active markets for identical assets.

~~(INCEPTION)~~During ~~THROUGH~~the ~~DECEMBER~~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, ~~2021~~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.

~~Cash~~Class A ~~and~~Ordinary ~~Cash~~Shares ~~Equivalents~~Subject to Possible Redemption

The Company ~~considers~~accounts ~~all short-term~~for ~~investments~~its Class A Ordinary Shares subject to possible redemption in accordance with anthe ~~original~~guidance ~~maturity~~in ofASC ~~three~~480. ~~months~~Shares orof Class ~~less~~A ~~when~~Ordinary ~~purchased~~Shares subject to bemandatory ~~cash~~redemption ~~equivalents~~(if any) are classified as a liability instrument and are measured at fair value. Conditionally ~~The~~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 ~~had~~control) are ~~$44~~classified as temporary equity. At all other times,~~217~~ Class A Ordinary Shares are classified as shareholders’ equity. The Company’s ~~and~~Public ~~$45,370~~Shares sold in ~~cash~~the ~~and~~IPO ~~did~~feature ~~not~~certain ~~have~~redemption ~~any~~rights ~~cash~~that ~~equivalents~~are asconsidered to be outside of ~~December~~the ~~31,~~Company’s ~~2022~~control and subject ~~2021,~~to ~~respectively~~occurrence of uncertain future events.

~~Investments~~In connection ~~Held~~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 Trust Account.

~~At December 31, 2022, substantially~~In ~~all~~connection ofwith the ~~assets~~Second ~~held~~Extension inMeeting ~~the Trust Account were~~ held inon ~~U.S.~~October ~~Treasury~~19, ~~securities.~~2023, ~~The~~shareholders ~~Company’s~~holding ~~investments~~16,501 ~~held~~Public inShares ~~the~~exercised ~~Trust~~their ~~Account~~right ~~are~~to ~~classified~~redeem assuch ~~trading~~shares ~~securities.~~for ~~Trading~~a ~~securities~~pro ~~are~~rata ~~presented~~portion ~~on the balance sheet at fair value at the end~~ of ~~each reporting period. Gains and losses resulting from~~ the ~~change~~funds in ~~fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in~~ the ~~accompanying statement of operations. The estimated fair values of investments held in~~ Trust Account ~~are determined using available market information~~.

~~The securities are presented~~Accordingly, on ~~the~~December ~~balance~~31, ~~sheets~~2023 atand ~~fair value at the end of each reporting period. Earnings on these securities are included in dividends~~2022, ~~interest earned~~984,801 and ~~unrealized~~8,625,000 ~~gain~~shares onof ~~investments~~Class ~~held~~A inOrdinary ~~Trust~~Shares ~~Account~~subject into ~~the~~possible ~~accompanying~~redemption ~~statements of operations and~~ are ~~automatically~~presented ~~reinvested.~~as ~~The~~temporary ~~fair~~equity, ~~value~~outside ~~for~~of ~~these~~the ~~securities~~shareholders’ isdeficit ~~determined~~section ~~using~~of ~~quoted~~the ~~market~~accompanying ~~prices~~balance insheets, ~~active markets for identical assets~~respectively.

~~During~~As of ~~the year ended~~ December 31, 2023 and 2022, ~~interest earned from~~ the ~~Trust~~shares ~~account~~of ~~amounted~~Class toA ~~$1,383,127~~Ordinary ~~(including~~Shares ~~$624,913~~subject ~~accrued~~to ~~interest~~possible onredemption ~~investments~~reflected ~~purchased~~ on ~~October 27, 2022 maturing on January 26, 2023) of which $758,165 was reinvested and $49 was held in Cash in~~ the ~~Trust~~accompanying ~~Account. $29,948~~balance ~~was~~sheets ~~also~~are ~~recognized~~reconciled ~~as unrealized gain~~ on ~~investments held in~~ the ~~Trust~~following ~~account during the year ended December 31, 2022. There were no withdrawals made during the year ended December 31, 2022.~~table:

Class A Ordinary shares subject to Possible Redemption

Gross proceeds	$	86,250,000
Less:
Fair value of Public Rights at issuance		(6,272,000	)
Class A Ordinary 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:
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

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. Accordingly, on December 31, 2022, 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 sheet. There were no Class A ordinary shares subject to possible redemption outstanding as of December 31, 2021.F-13

AsAIB ofACQUISITION ~~December 31, 2022, the shares of Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled on the following table:~~CORPORATION

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		12,641,264
Class A ordinary shares subject to possible redemption, January 21, 2022	$	87,112,500
Plus: Subsequent accretion of carrying value to redemption value		1,413,075
Class A ordinary shares subject to possible redemption, December 31, 2022	$	88,525,575

NOTES TO FINANCIAL STATEMENTS

Offering Costs associated with the Initial Public Offering

Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $5,941,695, which were charged against shareholders’ deficit upon the completion of the IPO.

~~F-12~~Concentration of Credit Risk

~~AIB~~Financial instruments ~~ACQUISITION~~that ~~CORPORATION~~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 December 31, 2023 and 2022, the Company has not experienced losses on these accounts and Management believes the Company is not exposed to significant risks on such account.

~~NOTES~~Fair Value TOof ~~FINANCIAL~~Financial ~~STATEMENTS~~Instruments

~~DECEMBER~~The fair 31value of the Company’s assets and liabilities, ~~2022~~which ~~AND~~qualify as financial instruments under FASB ASC Topic 820, “Fair ~~FOR~~Value ~~THE~~Measurements ~~PERIOD~~and ~~FROM~~Disclosures,” ~~JUNE~~equals 18or approximates the carrying amounts represented in the accompanying balance sheets, primarily ~~2021~~due to their short-term nature.

~~(INCEPTION) THROUGH DECEMBER~~Income ~~31, 2021~~Taxes

~~Concentration~~The Company complies with the accounting and reporting requirements of ~~Credit~~ASC ~~Risk~~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.

~~Financial~~ASC 740 ~~instruments~~prescribes ~~that potentially~~a ~~subject~~recognition threshold and a measurement attribute for the ~~Company~~financial tostatement ~~concentrations~~recognition and measurement of ~~credit~~tax ~~risk~~positions taken ~~consist~~or ofexpected ~~cash~~to ~~accounts~~be taken in a ~~financial~~tax ~~institution,~~return. ~~which,~~For atthose ~~times~~benefits to be recognized, ~~may~~ ~~exceed~~a ~~the~~tax ~~Federal~~position ~~Deposit~~must ~~Insurance~~be ~~Corporation~~more ~~coverage~~likely ~~limit~~than ofnot ~~$250,000~~to be sustained upon examination by taxing authorities. AsThere were no unrecognized tax benefits as of December 31, ~~2022~~2023 and ~~2021~~2022. Management determined that the Cayman Islands is the Company’s ~~has~~only major tax jurisdiction. The Company is not currently aware of any issues ~~experienced~~under ~~losses~~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 ~~these~~the ~~accounts~~Company. ~~and~~Consequently, ~~management~~income ~~believes~~taxes are not reflected in the Company’s isfinancial statements. Management does not ~~exposed~~expect tothat ~~significant~~the ~~risks~~total onamount ~~such~~of ~~account~~unrecognized tax benefits will materially change over the next twelve months.

~~Fair~~The Company ~~Value~~is ofa ~~Financial~~Cayman ~~Instruments~~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.

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

~~Income~~The Company ~~Taxes~~has two outstanding classes of Ordinary Shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Class A Ordinary Shares include redeemable and non-redeemable shares. Earnings and losses are shared pro rata between the two classes of Ordinary Shares and between the redeemable and the non-redeemable Ordinary Shares. The 1,472,277 Class A Ordinary Shares for which the outstanding Rights (as defined in Note 5) are exercisable were excluded from diluted earnings per share for the period ended December 31, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per Ordinary Share is the same as basic net loss per Ordinary 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 Ordinary Shares.

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.F-14

~~ASC 740~~AIB ~~also~~ACQUISITION clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.CORPORATION

~~The~~NOTES ~~Company~~TO isFINANCIAL 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.STATEMENTS

Net Income (Loss) Per Ordinary Share

FOR THE YEAR ENDED DECEMBER 31, 2023
	Redeemable			Non-redeemable
NUMERATOR	Class A			Class A			Class B
Numerator:
Allocation of net loss	$	(690,896	)	$	(466,735	)	$	(874,801	)
Net income including accretion of temporary equity to redemption value		1,299,124			—			—
Net income (loss)	$	608,228		$	(466,735	)	$	(874,801	)
Denominator:
Weighted Average Shares Outstanding including Ordinary Shares subject to redemption		1,353,033			914,040			1,713,185
Basic and diluted net income (loss) per share	$	0.45		$	(0.51	)	$	(0.51	)

The Company has two outstanding classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Class A shares include redeemable and non-redeemable shares. Earnings and losses are shared pro rata between the two classes of shares which includes Class A ordinary shares and Class B ordinary shares and between the redeemable and the non-redeemable shares. The 9,095,975 Class A ordinary shares for which the outstanding Public Rights and Private Placement Rights are exercisable were excluded from diluted earnings per share for the period ended December 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary 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.

FOR THE YEAR ENDED DECEMBER 31, 2022
	Redeemable			Non-redeemable
NUMERATOR	Class A			Class A			Class B
Numerator:
Allocation of net loss	$	(10,202,485	)	$	(557,115	)	$	(2,706,328	)
Accretion of temporary equity to redemption value		12,641,264			—			—
Net income including accretion of temporary equity to redemption value		1,413,075			—			—
Net income (loss)	$	3,851,854		$	(557,115	)	$	(2,706,328	)
Denominator:
Weighted Average Shares Outstanding including Ordinary Shares subject to redemption		8,128,767			443,878			2,156,250
Basic and diluted net income (loss) per share	$	0.47		$	(1.26	)	$	(1.26	)

FOR THE YEAR ENDED DECEMBER 31, 2022
	Redeemable			Non-redeemable
NUMERATOR	Class A			Class A			Class B
Numerator:
Allocation of net loss	$	(10,202,485	)	$	(557,115	)	$	(2,706,328	)
Accretion of temporary equity to redemption value		12,641,264			—			—
Net income including accretion of temporary equity to redemption value		1,413,075			—			—
Net income (loss)	$	3,851,854		$	(557,115	)	$	(2,706,328	)
Denominator:
Weighted Average Shares Outstanding including ordinary shares subject to redemption		8,128,767			443,878			2,156,250
Basic and diluted net income (loss) per share	$	0.47		$	(1.26	)	$	(1.26	)

Recent Accounting Standards

~~F-13~~Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

~~AIB~~NOTE 3 — INITIAL PUBLIC ~~ACQUISITION CORPORATION~~OFFERING

~~NOTES~~Pursuant to TOthe ~~FINANCIAL~~IPO, ~~STATEMENTS~~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 Public Shares and one Public Right. 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).

~~DECEMBER 31, 2022 AND~~NOTE 4 — PRIVATE ~~FOR THE PERIOD FROM JUNE 18, 2021~~PLACEMENT

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 (~~INCEPTION~~including 33,750 Private Units purchased simultaneously with the Overallotment Units) ~~THROUGH~~in the ~~DECEMBER~~Private Placement at a price of $10.00 per Private Unit, generating gross proceeds of $3,887,500 to the Sponsor (345,625 Private 31Units) and Maxim (43,125 ~~2021~~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.

FOR THE PERIOD FROM JUNE 18, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021
	Redeemable		Non-redeemable
NUMERATOR	Class A		Class A		Class B
Numerator:
Allocation of net loss	$	—	$	—	$	(23,277	)
Accretion of temporary equity to redemption value		—		—		—
Net loss including accretion of temporary equity to redemption value		—		—		—
Net loss	$	—	$	—	$	(23,277	)
Denominator:
Weighted Average Shares Outstanding including ordinary shares subject to redemption		—		—		1,875,000
Basic and diluted net loss per share	$	—	$	—	$	(0.01	)

A portion of the proceeds from the Private Placement were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and any underlying securities will be worthless.

~~NOTE 3 — INITIAL PUBLIC OFFERING~~F-15

~~Pursuant~~AIB toACQUISITION 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).CORPORATION

~~NOTE 4 — PRIVATE~~NOTES ~~PLACEMENT~~TO 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 Maxim5 ~~(43,125 Private Placement Units). Each Private Placement Unit consists of one share of~~— RELATED ~~Class~~PARTY 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. TRANSACTIONS

~~A portion of the proceeds~~Founder from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares ~~(subject to the requirements of applicable law), and the Private Placement Units and any underlying securities will be worthless.~~

~~NOTE~~ 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 ~~— RELATED~~ ~~PARTY~~shares ~~TRANSACTIONS~~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 ~~July~~October 3018, ~~2021~~2023, the ~~Sponsor purchased~~Company ~~1,437,500~~issued ~~Founder Shares for~~ an aggregate ~~price~~ of ~~$25~~2,~~000.~~156,249 ~~(See~~of the ~~Note~~Class ~~7).~~A OnOrdinary ~~September~~Shares ~~13,~~to ~~2021~~the Sponsor, upon the ~~Company~~conversion ~~effected~~of aan ~~0.5-for-1 split~~equal number of the ~~Company’s~~ Class B ~~ordinary~~Ordinary ~~shares~~Shares, ~~such~~held ~~that~~by the Sponsor. The ~~owned~~ 2,156,~~250~~249 ~~Founder Shares. The Founder Shares will automatically convert into shares of~~ Class A ~~ordinary~~Ordinary ~~shares~~Shares atissued ~~the~~in ~~time~~connection ofwith the ~~Company’s~~conversion ~~initial Business Combination and~~ are subject to ~~certain transfer~~the same restrictions, as ~~described~~applied ~~in Note 7. Holders of Founder Shares may also elect~~ to ~~convert their shares of~~ the Class B ~~ordinary~~Ordinary ~~shares into~~Shares anbefore ~~equal~~the ~~number~~conversion, ofincluding, ~~shares~~among ofother ~~Class A ordinary shares~~things, ~~subject~~certain totransfer ~~adjustment~~restrictions, atwaiver ~~any~~of ~~time.~~redemption ~~The~~rights and ~~Initial~~the ~~Shareholders~~obligation ~~agreed~~ to ~~forfeit up~~vote toin ~~281,250~~favor ~~Founder~~of ~~Shares~~an toinitial ~~the~~Business ~~extent~~Combination ~~that~~as ~~the~~described ~~over-allotment~~in ~~option~~the isAnnual ~~not~~Report ~~exercised~~on inForm ~~full~~10-K byfor the ~~underwriters.~~fiscal ~~Since the overallotment~~year ~~option~~ended ~~was~~December ~~exercised~~31, in2023 ~~full~~(this “Report”), to which the ~~281,250~~accompanying ~~Founder~~financial ~~Shares~~statements ~~are~~and nothese ~~longer~~notes ~~subject~~form toa ~~forfeiture~~part.

~~F-14~~Administrative Support Agreement

~~AIB~~The Company ~~ACQUISITION~~pays ~~CORPORATION~~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 year ended December 31, 2023, the Company incurred $120,000 fees for these services, of which $10,000 is included in advance from related party in the accompanying balance sheets. For the year ended December 31, 2022, the Company incurred and paid $114,000 fees for these services.

~~NOTES~~Related Party ~~TO FINANCIAL STATEMENTS~~Loans

~~DECEMBER~~In addition, 31in order to finance transaction costs in connection with a Business Combination, ~~2022~~certain ~~AND~~of the Company’s officers and ~~FOR~~directors ~~THE~~may, ~~PERIOD~~but ~~FROM~~are ~~JUNE~~not 18obligated to, ~~2021~~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. 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 Units.

On January 23, 2023, the Company issued an unsecured promissory note (~~INCEPTION~~the “Working Capital 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 the Company for working capital expenses. The Working Capital Note bears no interest and is due and payable upon the earlier to occur of (i) ~~THROUGH~~the ~~DECEMBER~~date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the 31Company is effective. At the election of the Sponsor, ~~2021~~up to $500,000 of the unpaid principal amount of the Working Capital Note may be converted into units of the Company, each unit consisting of one Class A Ordinary Share and one right exchangeable into one-tenth of one Class A Ordinary Share (the “Conversion Units”), equal to: (x) the portion of the principal amount of the 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 Private Units. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Working Capital Note.

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 subF-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.16

~~Administrative~~AIB ~~Services~~ACQUISITION ~~Agreement~~ CORPORATION

~~The~~NOTES ~~Company~~TO ~~intends~~FINANCIAL 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 year ended December 31, 2022, the Company incurred and paid $114,000 fees for these services. For the period from June 18, 2021 (Inception) through December 31, 2021, no amounts have been accrued under this agreement.STATEMENTS

~~Promissory~~As of ~~Note~~December –31, ~~Related~~2023 ~~Party~~and 2022, there was $500,000 and $0, related party loans outstanding under the Working Capital Note, respectively.

~~On July 30, 2021, the Sponsor~~Related ~~agreed~~Party toExtension loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to the First Note. The First Note is non-interest bearing. On January 21, 2022, the First Note was repaid in full.Loans

~~Related~~On January ~~Party~~20, ~~Loans~~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 were deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the vote to approve the First Extension Amendment and Trust Amendment. The Sponsor 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. As of December 31, 2023, an aggregate of $450,000 of the First Extension Funds had been 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.

In ~~addition, in order to~~ ~~finance transaction costs in~~ connection with ~~a Business Combination, certain of~~ the ~~Company’s~~Second ~~officers~~Extension ~~and directors may~~Amendment, ~~but~~on ~~are not~~October ~~obligated~~19, to2023, ~~loan~~ the Company ~~funds~~issued asa ~~may~~promissory benote ~~required~~ (the “~~Working~~Second ~~Capital Loans~~Extension Note”). Ifin the ~~Company~~aggregate ~~completes~~principal aamount ~~Business Combination, the Company would repay the Working Capital Loans out~~ of ~~the~~up ~~proceeds of the Trust Account released~~ to ~~the Company. Otherwise~~$750, ~~the~~000 ~~Working~~to ~~Capital Loans would be repaid only out of funds held outside~~ the ~~Trust~~Sponsor ~~Account. In~~ (the ~~event~~“Second ~~that~~Extension ~~a Business Combination does not close~~Funds”), ~~the Company may use a portion of proceeds held outside the Trust Account~~ pursuant to ~~repay~~which the ~~Working~~Second ~~Capital~~Extension ~~Loans~~Funds ~~but~~are nodeposited ~~proceeds held~~into in the Trust Account ~~would~~for ~~be used to repay~~ the ~~Working~~benefit ~~Capital~~of ~~Loans.~~each ~~Except~~outstanding ~~for~~Class ~~the~~A ~~foregoing,~~Ordinary ~~the~~Share ~~terms~~ of ~~such Working Capital~~ ~~Loans,~~the ifCompany ~~any,~~that ~~have~~was not ~~been~~redeemed ~~determined~~in ~~and~~connection ~~no written agreements exist~~ with ~~respect~~the toextension ~~such loans. The Working Capital Loans would either be repaid upon consummation~~ of ~~a Business Combination, without interest, or, at~~ the ~~lender~~Company’s ~~discretion,~~termination update tofrom ~~$1.5~~October ~~million~~21, of2023 ~~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. As of December 31~~January 21, ~~2022 and 2021 there were no Working Capital Loans outstanding~~2025.

~~Related~~The ~~Party~~Company agreed to 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. As of December 31, 2023, an aggregate of $150,000 of the Second Extension ~~Loans~~Funds had been deposited into the Trust Account. As of December 31, 2023, the Trust Account contains approximately $11.44 per remaining Public Share outstanding.

As ~~discussed in Note 1, the~~ ~~Company may extend the period~~ of ~~time~~December ~~to consummate a Business Combination up to three times~~31, ~~each~~2023 byand ~~an additional three months (for a total of 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination~~2022, ~~the~~there ~~Sponsor~~was ~~or its affiliates or designees must deposit into the Trust Account~~ $~~862~~600,~~500~~000 (and $0~~.10~~ ~~per~~Related ~~Public~~Party ~~Share~~Extension orLoans anoutstanding ~~aggregate of~~under ~~$2,587,500), on or prior to~~ the ~~date~~First ofExtension ~~the~~Note ~~applicable deadline, for each three month extension. Any such payments would be made in~~and the ~~form~~Second ofExtension ~~a non-interest bearing~~Note, ~~unsecured promissory note~~respectively. Such notes would be paid upon consummation of a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.

~~F-15~~Advance from Related Party

~~AIB~~For ~~ACQUISITION~~the ~~CORPORATION~~period ended December 31, 2023 and 2022, the Sponsor paid expenses totaling $144,597 and $67,910 on behalf of the Company, respectively, of which a total of $105,377 has been repaid through December 31, 2023 and during the period ended December 31, 2022 amounts due from the Sponsor amounting to $26,445 was offset against the advance from the Sponsor.

~~NOTES~~For TOthe ~~FINANCIAL~~period ~~STATEMENTS~~ended December 31, 2023 the Sponsor advanced $400,869 to the Company for working capital purposes.

~~DECEMBER~~As of December 31, 2023 and 2022, ~~AND FOR~~the ~~THE~~Company ~~PERIOD~~owes ~~FROM~~the ~~JUNE~~Sponsor 18$491,554 ~~2021~~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 balance sheets.

~~(INCEPTION) THROUGH DECEMBER~~NOTE 6 — COMMITMENTS ~~31,~~AND ~~2021~~CONTINGENCIES

~~On January 20, 2023, the~~Registration Company issued the Extension Note in the aggregate principal amount of up to $450,000 to the Sponsor, the Company’s Sponsor, pursuant to which the Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each outstanding 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 (see Note 9).Rights

OnThe holders ~~January~~of ~~23,~~the ~~2023~~Founder Shares, ~~the~~Private Units and Conversion Units (and all underlying securities) are entitled to registration rights ~~Company,~~pursuant ~~issued~~to a registration rights agreement to be signed prior to or on the ~~Third~~effective ~~Note~~date inof the ~~principal~~IPO. ~~amount~~The holders of upa majority of these securities will be entitled to ~~$500,000~~make up to three demands that the ~~Sponsor~~Company register such securities. ~~The~~In ~~Third~~addition, ~~Note~~the ~~was~~holders ~~issued~~have incertain “piggy-back” ~~connection~~registration rights with ~~advances~~ respect to registration statements filed subsequent to the ~~Sponsor~~completion ~~has~~of ~~made,~~a Business Combination and ~~may~~rights ~~make~~to inrequire the ~~future,~~Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However the registration rights provides that the Company ~~for~~will ~~working~~not ~~capital~~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 ~~(see~~incurred ~~Note~~in 9)connection with the filing of any such registration statements.

~~Advance from Related Party~~F-17

AsAIB ofACQUISITION December 31, 2022 the Sponsor have paid for expenses totaling $67,910 on behalf of the Company. Amounts due from the Sponsor amounting to $26,445 was offset against the advance. $41,465 is included in advance from related party on the balance sheet as of December 31, 2022.CORPORATION

~~NOTE 6 — COMMITMENTS~~NOTES ~~AND~~TO ~~CONTINGENCIES~~FINANCIAL STATEMENTS

~~Registration Rights~~Underwriting Agreement

~~The~~In connection ~~holders~~with of the ~~Founder Shares~~IPO, ~~Private~~$0.35 ~~Placement~~per ~~Units and~~Unit, ~~units~~or ~~that~~$3,018,750 ~~may~~in bethe ~~issued~~aggregate, ~~upon~~is ~~conversion~~payable ofto the ~~Working~~underwriters ~~Capital~~for ~~Loans~~deferred ~~(and~~underwriting ~~all underlying securities)~~commissions. ~~will~~The bedeferred ~~entitled~~fee towill ~~registration~~become ~~rights~~payable ~~pursuant~~ to ~~a registration rights agreement to be signed prior to or on~~ the ~~effective~~underwriters ~~date~~from of the ~~IPO.~~amounts ~~The~~held ~~holders~~in ofthe aTrust ~~majority~~Account ofsolely ~~these~~in ~~securities~~the ~~will~~event ~~be entitled to make up to three demands~~ that the Company ~~register such securities.~~ Incompletes ~~addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of~~ a Business Combination, ~~and~~subject ~~rights~~ to ~~require~~ the ~~Company~~terms 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~~underwriting ~~lock-up period. The registration rights~~ agreement ~~does not~~entered ~~contain~~into ~~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~~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.

~~The~~Legal Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,125,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On January 21, 2022, the underwriters fully exercised their over-allotment option and purchased 1,125,000 Units at $10.00 per Unit.fees

~~The~~On ~~underwriters~~January ~~were~~27, ~~paid~~2022, the Company entered into an ~~underwriting~~agreement ~~discount~~(the of“EGS $0Agreement”) with Ellenoff Grossman & Schole LLP to act as U.20S. ~~per~~securities ~~unit,~~council orto ~~$1,725,000~~the Company in connection with pending acquisition targets for the ~~aggregate~~Company ~~(including~~to acquire consistent with its Initial Public Offering and assist in U.S. securities work related to the ~~Overallotment~~Initial ~~Units)~~Business Combination. The fee structure for this agreement permits amounts invoiced to be paid in installments and/or deferred until closing, ~~upon~~with any balance owed at the closing of the Business Combination to be subject to ~~IPO~~a certain premium. AnAs ~~additional~~of ~~$0.35~~December ~~per~~31, ~~unit~~2023 and 2022, orthe $3total outstanding amount for services provided by EGS,~~018,750~~ inincluding any amount not paid and the ~~aggregate,~~deferred portion that is ~~payable~~contingent toupon the ~~underwriters~~closing ~~for~~of ~~deferred~~a ~~underwriting~~Business ~~commissions. The~~Combination, ~~deferred~~was ~~fee~~$499,931 ~~will~~and ~~become~~$56,166, ~~payable~~respectively, towhich were ~~the~~considered ~~underwriters~~outstanding ~~from~~per the ~~amounts~~terms ~~held~~of in the ~~Trust~~EGS ~~Account~~Agreement ~~solely~~and are included in ~~the~~accounts ~~event~~payable ~~that~~and accrued expenses on the ~~Company~~accompanying ~~completes~~balance asheets. As the Business Combination, ~~subject~~cannot tobe ~~the~~deemed ~~terms~~probable as of December 31, 2023 and 2022, there was no accrual made for premiums on the ~~underwriting~~outstanding ~~agreement~~fees.

~~F-16~~Business Combination Agreement

~~AIB~~On ~~ACQUISITION~~December ~~CORPORATION~~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), PS International Group Ltd., an exempted company incorporated with limited liability in the Cayman Islands (the “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”).

~~NOTES~~Pursuant TOto ~~FINANCIAL~~the ~~STATEMENTS~~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.

~~DECEMBER 31, 2022 AND~~Related ~~FOR~~Agreements ~~THE~~and ~~PERIOD FROM JUNE 18, 2021~~Documents

~~(INCEPTION) THROUGH DECEMBER~~Lock-Up ~~31, 2021~~Agreements

~~Right~~Simultaneously with the execution of ~~First~~the ~~Refusal~~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.

~~Subject to certain conditions,~~Support the Company granted Maxim Group LLC, 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.Agreement

~~Unit~~Simultaneously with ~~Purchase~~the ~~Option~~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.

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 shares, and the rights to receive 43,125 shares of Class A ordinary 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 lockF-~~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 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 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~~AIB ~~Company~~ACQUISITION 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 shareholder’s deficit. The Company estimated the fair value of Unit Purchase Option to be $56,000 based a binomial model.CORPORATION

~~NOTE 7 — SHAREHOLDERS’~~NOTES ~~(DEFICIT) EQUITY~~TO FINANCIAL STATEMENTS

~~Preference Shares~~Registration ~~—The~~Rights Company is authorized to issue 1,000,000 shares of preference shares with a par value of $0.0001 per shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no preference shares issued and outstanding.Agreement

~~Class~~Simultaneously with Athe ~~Ordinary~~execution ~~shares —The Company~~of isthe ~~authorized~~PSI toBusiness ~~issue~~Combination 50Agreement,~~000~~ the Pubco,~~000~~ ~~shares~~certain shareholders of ~~Class~~the ACompany ~~ordinary~~and ~~shares~~PSI, ~~with~~entered into a Registration ~~par~~Rights ~~value~~Agreement of(the ~~$0.0001~~“Registration ~~per~~Rights ~~share~~Agreement”). ~~Holders~~Pursuant ofto ~~Class~~the ARegistration Rights Agreement, the parties ~~ordinary~~listed ~~shares~~under ~~are~~“Investor” ~~entitled~~on tothe ~~one~~signature ~~vote~~page ~~for~~thereto ~~each~~will ~~share.~~be Asprovided ofthe ~~December~~right 31to demand registrations, ~~2022~~piggy-back ~~there~~registrations and ~~were~~shelf ~~470,975~~registrations ~~shares~~with ofrespect ~~Class~~to ARegistrable ~~ordinary~~Securities ~~shares~~(as defined in the Registration Rights Agreement). The Registration Rights ~~outstanding~~Agreement ~~(excluding~~contains 8customary covenants regarding registration procedures and mutual indemnification obligations,~~625,000~~ ~~shares~~among ofother ~~Class~~matters. The Aparties’ ~~ordinary~~undertakings ~~shares~~in ~~subject~~the toRegistration ~~possible~~Rights ~~redemption)~~Agreement ~~and~~are ~~none~~made were ~~outstanding~~made as a condition to the willingness of ~~December~~PSI and ~~31,~~the ~~2021~~Company to enter into the PSI Business Combination Agreement and as an inducement and in consideration therefor.

~~Class B Ordinary~~Advisory 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 December 31, 2022 and 2021, there were 2,156,250 shares of Class B ordinary shares outstanding. Agreement

~~F-17~~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.

~~AIB~~Right of ~~ACQUISITION~~First ~~CORPORATION~~Refusal

~~NOTES~~Subject to TOcertain ~~FINANCIAL~~conditions, ~~STATEMENTS~~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.

~~DECEMBER 31, 2022 AND~~Unit ~~FOR~~Purchase ~~THE PERIOD FROM JUNE 18, 2021~~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 (~~INCEPTION~~the “Unit Purchase Option”). ~~THROUGH~~The purchase ~~DECEMBER~~option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from January 18, 312022. The option and the 431,250 ~~2021~~Units, as well as the 431,250 shares of Class A Ordinary Shares, and the rights to receive 43,125 shares of Class A Ordinary 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 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 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.

~~Holders~~The Company accounted for the Unit Purchase Option, inclusive of ~~shares~~the receipt of ~~Class A~~$100 ~~ordinary~~cash ~~shares~~payment, ~~and~~as ~~shares~~an expense of ~~Class~~the BIPO ~~ordinary~~resulting ~~shares~~in a ~~will~~charge ~~vote~~directly ~~together~~to asadditional apaid-in ~~single~~capital. ~~class~~The onCompany ~~all~~estimated ~~other~~the ~~matters~~fair ~~submitted~~value of Unit Purchase Option to be $56,000 based a ~~vote~~binomial ~~of shareholders~~model.

~~The 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~~F-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.19

~~Rights — Except~~AIB inACQUISITION cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one share of Class A ordinary share upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional shares of Class A ordinary share 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). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis.CORPORATION

~~The~~NOTES ~~Company~~TO ~~will~~FINANCIAL 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.STATEMENTS

~~F-18~~NOTE 7 — SHAREHOLDERS’ DEFICIT

~~AIB ACQUISITION CORPORATION~~Preference Shares

~~NOTES~~The Company TOis ~~FINANCIAL~~authorized ~~STATEMENTS~~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 Board. As of December 31, 2023 and 2022, there were no preference shares issued or outstanding.

~~DECEMBER 31, 2022 AND~~Class ~~FOR~~A ~~THE~~Ordinary ~~PERIOD FROM JUNE 18, 2021~~Shares

~~(INCEPTION)~~The Company ~~THROUGH~~is ~~DECEMBER~~authorized to issue 50,000,000 shares of Class A Ordinary Shares with a par value of $0.0001 per share. Holders of Class A Ordinary Shares are entitled to one vote for each share. As of December 31, ~~2021~~2023 and 2022, there were 2,627,224 and 470,975 shares of Class A Ordinary Shares outstanding, respectively (excluding 984,801 and 8,625,000 shares of Class A Ordinary Shares subject to possible redemption, respectively).

~~NOTE~~Class B Ordinary ~~8 — FAIR VALUE MEASUREMENTS~~Shares

The ~~fair value of the Company’s~~ ~~financial assets and liabilities reflects management’s estimate of amounts that the~~ Company ~~would~~is ~~have~~authorized ~~received~~to inissue ~~connection~~3,000,000 ~~with the~~shares ~~sale~~ of ~~the~~Class B ~~assets~~Ordinary orShares ~~paid in connection~~ with ~~the~~a ~~transfer~~par value of ~~the~~$0.0001 ~~liabilities~~per ~~in an orderly transaction between market participants at the measurement date~~share. InHolders ~~connection with measuring the fair value~~ of ~~its assets and liabilities, the Company seeks to maximize the~~Class B ~~use~~Ordinary ofShares ~~observable~~are ~~inputs~~entitled ~~(market data obtained from independent sources) and~~ to ~~minimize~~ ~~the~~one ~~use~~vote offor ~~unobservable~~each ~~inputs (internal assumptions about how market participants would price assets and liabilities)~~share. ~~The~~As ~~following~~of ~~fair~~December ~~value~~31, ~~hierarchy~~2023 ~~is used to classify assets~~ and ~~liabilities~~2022, ~~based~~there onwere ~~the~~1 ~~observable inputs~~ and ~~unobservable~~2,156,250 ~~inputs~~shares ~~used~~of inClass B Ordinary ~~order~~Shares tooutstanding, ~~value the assets and liabilities:~~respectively.

~~Level~~Holders of ~~1:  Quoted~~shares ~~prices in~~of ~~active~~Class ~~markets~~A ~~for~~Ordinary ~~identical~~Shares ~~assets~~and orshares ~~liabilities.~~of AnClass ~~active~~B ~~market~~Ordinary ~~for~~Shares anvote ~~asset~~together oras ~~liability~~a issingle class on all other matters submitted to a ~~market~~vote inof ~~which~~shareholders, ~~transactions~~except for the ~~asset~~election or ~~liability~~removal ~~occur~~of ~~with~~directors ~~sufficient~~of ~~frequency~~the ~~and~~Board ~~volume~~prior to ~~provide~~an ~~pricing~~initial ~~information~~Business onCombination anwhen only ~~ongoing~~Class ~~basis~~B Ordinary Shares are entitled to vote.

~~Level~~The shares ~~2:  Observable~~of Class B Ordinary Shares will automatically convert into shares of Class A Ordinary Shares at the time of the initial Business ~~inputs~~Combination ~~other~~on ~~than~~a ~~Level~~one-for-one 1basis, ~~inputs~~subject to adjustment. ~~Examples~~In the case that additional shares of ~~Level~~Class 2A ~~inputs~~Ordinary ~~include~~Shares, ~~quoted~~or ~~prices~~equity-linked securities, are issued or deemed issued in ~~active~~excess ~~markets~~of ~~for~~the ~~similar~~amounts ~~assets~~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 ~~liabilities~~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 ~~quoted~~equity-linked ~~prices~~securities ~~for~~issued or ~~identical~~deemed ~~assets~~issued in connection with the initial Business Combination (excluding any shares or ~~liabilities~~equity-linked securities issued, or to be issued, to any seller in ~~markets~~the ~~that~~initial ~~are~~Business ~~not~~Combination ~~active~~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.

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

AtExcept in ~~December~~cases 31where the Company is not the surviving company in a Business Combination, ~~2022~~each holder of a Public Right will automatically receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of a Business Combination, even if the holder of a Public Right converted ~~assets~~all shares held by him, her or it in connection with a Business Combination or an amendment to the ~~Trust~~Amended ~~Account~~and ~~were~~Restated ~~held~~Charter inwith respect ~~treasury~~to ~~funds~~its pre-Business Combination activities. ~~All~~In ofthe event that the Company’s ~~investments~~will ~~held~~not inbe the ~~Trust~~surviving ~~Account~~company ~~are~~upon ~~classified~~completion of asa ~~trading~~Business ~~securities.~~Combination, Aseach holder of ~~December~~a 31Public Right will be required to affirmatively convert his, ~~2021~~her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, ~~there~~her ~~were~~or noits ~~assets~~additional shares of Class A Ordinary Share 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). If the Company enters into a definitive agreement for a Business Combination in which the ~~Trust~~Company will ~~Account~~not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Ordinary Shares will receive in the transaction on an as-converted into Ordinary Share basis.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.F-20

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investment held in Trust Account

88,525,575

—

AIB ACQUISITION CORPORATION

~~F-19~~NOTES TO FINANCIAL STATEMENTS

~~AIB~~The Company ~~ACQUISITION~~will ~~CORPORATION~~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.

~~NOTES~~As TOof ~~FINANCIAL~~December ~~STATEMENTS~~31, 2023 and 2022, there were 8,625,000 Public Rights outstanding.

~~DECEMBER 31, 2022 AND~~NOTE ~~FOR~~8 — FAIR ~~THE~~VALUE ~~PERIOD FROM JUNE 18, 2021~~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 (~~INCEPTION~~market data obtained from independent sources) ~~THROUGH~~and ~~DECEMBER~~to minimize the use of unobservable ~~31,~~inputs ~~2021~~(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:

~~NOTE~~Level 1:  Quoted ~~9 — SUBSEQUENT~~prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market ~~EVENTS~~in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

~~The Company evaluated subsequent events~~Level ~~and~~2:  Observable ~~transactions~~inputs ~~that~~other ~~occurred~~than ~~after~~Level ~~the~~1 ~~balance~~inputs. ~~sheet~~Examples ~~date~~of upLevel to2 ~~the~~inputs ~~date~~include ~~that~~quoted ~~the~~prices ~~financial~~in ~~statements~~active ~~were~~markets ~~issued.~~for ~~Based upon this~~similar ~~review,~~assets ~~except~~or asliabilities ~~described~~and ~~below,~~quoted ~~the~~prices ~~Company~~for ~~did~~identical ~~not~~assets ~~identify~~or ~~any~~liabilities ~~subsequent~~in ~~events~~markets that ~~would~~are ~~have~~not ~~required adjustment or disclosure in the financial statements~~active.

OnLevel 3:  Unobservable ~~January~~inputs ~~19,~~based ~~2023,~~on ~~upon~~our ~~the~~assessment ~~shareholders’ approval~~ of the ~~Trust~~assumptions ~~Amendment~~that ~~Proposal,~~market ~~the~~participants ~~Company~~would ~~entered~~use ~~into~~in ~~the~~pricing ~~Trust Amendment to~~ the ~~Investment~~asset Management Trust Agreement, dated January 18, 2022 (the “Trust Agreement”), by and between the Company and Continental, as trustee, 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~~liability.

OnAt ~~January~~December 2031, 2023, the ~~Company~~assets ~~issued~~held ~~the Extension Note~~ in the ~~aggregate principal amount of up to $450,000 to its sponsor, pursuant to which the Extension Funds will be deposited into the~~ Trust Account inwere ~~monthly~~held ~~installments for the benefit of each outstanding Public Share that was not redeemed~~ in ~~connection~~money ~~with~~market ~~the extension~~funds ofwhich 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~~invested toprimarily ~~complete~~in antreasury ~~initial business combination, for up to an aggregate of $450,000~~funds. OnAt ~~January~~December 2031, ~~2023~~2022, the ~~first~~assets ~~installment~~held ofin the ~~Extension Funds was deposited into the~~ Trust ~~Account~~ ~~(see~~Account ~~Note~~were ~~9).~~held ~~The Extension Note bears no interest and is repayable~~ in ~~full~~treasury ~~upon~~funds. ~~the~~All ~~earlier~~ of ~~(a)~~ the ~~date~~Company’s ofinvestments ~~the~~held ~~consummation~~in of the ~~initial~~ ~~business~~Trust ~~combination,~~Account ~~and~~are ~~(b)~~classified ~~the~~as ~~date~~trading ~~of the liquidation of the Company~~securities.

The following ~~Company~~table ~~will~~presents ~~deposit~~information ~~$50,000~~about ~~per month into~~ the ~~Trust~~Company’s ~~Account,~~assets ~~which~~and ~~equates~~liabilities tothat ~~approximately~~are ~~$0.05~~measured ~~per~~at ~~remaining~~fair ~~Public~~value ~~Share,~~on ~~for~~a ~~each~~recurring basis ~~calendar~~at ~~month~~December ~~(commencing on January 21~~31, 2023 and on2022 ~~the~~and ~~21st~~indicates ~~day~~the offair ~~each~~value ~~subsequent~~hierarchy ~~month) until October 21, 2023, or portion thereof, that is needed to complete an initial business combination, for up to an aggregate~~ of ~~$450,000.~~the Onvaluation ~~January~~inputs ~~20, 2023,~~ the ~~first~~Company ~~installment~~utilized ofto ~~the Extension Funds~~determine ~~was~~such ~~deposited~~fair ~~into the Trust Account~~value.

In connection with the shareholders’ vote at the extraordinary general meeting of shareholders held on January 18, 2023, 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. As a result, $78,324,476 (approximately $10.27 per share) will be removed from the Trust Account to pay such holders.

Quoted
Prices in
Active
Markets

Significant
Other
Observable
Inputs

Significant
Other
Unobservable
Inputs

December 31, 2023

Level

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in the Trust Account

11,265,163

—

On January 23, 2023, the Company issued the Third Note in the principal amount of up to $500,000 to the Sponsor. The 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 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 Note may be converted into units of the Company, each unit consisting of one Class A ordinary share of the Maker and one right exchangeable into one-tenth of one Class A ordinary share of the Company (the “Conversion Units”), equal to: (x) the portion of the principal amount of this Note being converted, divided by (y) $10.00, rounded up to the nearest whole number of units. The Conversion Units are identical to the units issued by the Company to the Sponsor in the private placement upon consummation of the Company’s initial public offering. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Note.

Quoted
Prices in
Active
Markets

Significant
Other
Observable
Inputs

Significant
Other
Unobservable
Inputs

December 31, 2022

Level

(Level 1)

(Level 2)

(Level 3)

Assets:

Investment held in the Trust Account

88,525,575

—

F-2021

~~EXHIBIT~~AIB ~~INDEX~~ACQUISITION CORPORATION

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 18, 2022, by and between the Company and Maxim Group LLC. (4)
3.1		Second Amended and Restated Memorandum and Articles of Association. (2)
3.2		Amendment to the Second Amended and Restated Memorandum and Articles of Association of the Company. (6)
4.1		Specimen Unit Certificate. (2)
4.2		Specimen Ordinary Share Certificate. (2)
4.3		Specimen Rights Certificate. (2)
4.4		Rights Agreement, dated January 18, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. (4)
4.5		Description of Registered Securities. (5)
10.1		Amended and Restated Promissory Note, dated December 31, 2021, issued to AIB LLC. (3)
10.2		Letter Agreement, dated January 18, 2022, by and among the Company, its officers and directors, and the Sponsor. (4)
10.3		Investment Management Trust Agreement, dated January 18, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (4)
10.4		Registration Rights Agreement, dated January 18, 2022, by and among the Company and certain security holders. (4)
10.5		Securities Subscription Agreement, dated July 30, 2021, between the Registrant and AIB LLC. (1)
10.6		Maxim Unit Purchase Agreement, dated January 18, 2022, by and between the Company and Maxim. (4)
10.7		Sponsor Unit Purchase Agreement, dated January 18, 2022, by and between the Company and the Sponsor. (4)
10.8		Unit Purchase Option, dated January 21, 2022, issued by the Company to Maxim Partners LLC. (4)
10.9		Form of Indemnity Agreement (2)
10.10		Administrative Support Agreement, dated January 18, 2022, by and between the Company and the Sponsor. (4)
10.11		Amendment to the Investment Management Trust Agreement, dated as of January 19, 2023. (6)
10.12		Promissory Note issued to AIB LLC, dated January 20, 2023. (6)
10.13		Promissory Note issued to AIB LLC, dated January 23, 2023. (7)
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 the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
99.1		Audit Committee Charter. (1)
99.2		Compensation Committee Charter. (1)
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 Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

NOTES TO FINANCIAL STATEMENTS

*NOTE 9 — SUBSEQUENT ~~Filed herewith. ** Furnished herewith~~EVENTS

(1)	Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-260594), filed with the SEC on October 29, 2021.
(2)	Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1/A (File No. 333-260594), filed with the SEC on November 22, 2021.
(3)	Incorporated by reference to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A (File No. 333-260594), filed with the SEC on January 5, 2022.
(4)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 24, 2022.
(5)	Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2022.
(6)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2023.
(7)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2023.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

35To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on February 6, 2024, the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Citibank, with Continental continuing to act as trustee, until the earlier of the consummation of the Company’s initial Business Combination or liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the IPO and Private Placement are no longer invested in U.S. government securities or money market funds.

~~SIGNATURES~~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.

~~Pursuant~~On toFebruary 13, 2024, the ~~requirements~~Company received a letter offrom ~~Section~~the 13Nasdaq orStaff 15indicating 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 (di) ofon or before May 1, 2024, the ~~Securities~~Company advises ~~Exchange~~the ~~Act~~Panel ofon ~~1934,~~the status of the ~~Registrant~~SEC ~~has~~review ~~duly~~of ~~caused~~the ~~this~~registration ~~Report~~statement on Form F-4 to be ~~signed~~field onwith ~~its~~the ~~behalf~~SEC by the Pubco, relating to the PSI Business Combination and containing a proxy statement of the Company, (ii) or before May 15, 2024, the ~~undersigned~~Company holds a shareholder meeting and obtain approval for completion of its initial business combination; and (iii) on or before May 20, ~~thereunto~~2024, ~~duly~~the ~~authorized~~Company closes its Business Combination and the new entity shall demonstrate compliance with Listing Rule 5505.

March 29, 2023	AIB ACQUISITION CORPORATION
	By:	/s/ Eric Chen
	Name:	Eric Chen
	Title:	Chief Executive Officer
		(Principal Executive Officer)

F-22

~~Pursuant~~EXHIBIT ~~to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.~~INDEX

Name	Position	Date
Exhibit No.	Description
/s/ Eric Chen	Chief Executive Officer and Director	March 29, 2023
1.1	Underwriting Agreement, dated January 18, 2022, by and between the Company and Maxim Group LLC. (4)
Eric Chen	(Principal Executive Officer)
1.2	Amendment No.1 to Underwriting Agreement, dated December 21, 2023, by and between the Company and Maxim Group LLC.*
/s/ Axel Hoerger	Chairman of the Board	March 29, 2023
2.1	Business Combination Agreement, dated as of December 27, 2023, by and among the Company, AIB LLC, PS International Group Ltd., PSI Merger Sub I Limited, PSI Merger Sub II Limited, and PSI Group Holdings Ltd 利航國際控股有限公司. (9)
Axel Hoerger
3.1	Second Amended and Restated Memorandum and Articles of Association. (3)
/s/ Jie Gao	Chief Financial Officer	March 29, 2023
3.2	First Amendment to the Second Amended and Restated Memorandum and Articles of Association. (6)
Jie Gao	(Principal Financial and Accounting Officer)
3.3	Second Amendment to the Second Amended and Restated Memorandum and Articles of Association. (8)
/s/ David Adelman	Independent Director	March 29, 2023
4.1	Specimen Unit Certificate. (2)
David Adelman
4.2	Specimen Ordinary Share Certificate. (2)
/s/ Merry Tang	Independent Director	March 29, 2023
4.3	Specimen Rights Certificate. (2)
Merry Tang
4.4	Rights Agreement, dated January 18, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. (4)
	Independent Director	March 29, 2023
4.5	Description of Registered Securities. (5)
David Knower
10.1	Securities Subscription Agreement, dated July 30, 2021, between the Company and AIB LLC. (1)
10.2	Form of Indemnity Agreement (2)
10.3	Amended and Restated Promissory Note, dated December 31, 2021, issued to AIB LLC. (3)
10.4	Letter Agreement, dated January 18, 2022, by and among the Company, its officers and directors, and the Sponsor. (4)
10.5	Investment Management Trust Agreement, dated January 18, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (4)
10.6	Registration Rights Agreement, dated January 18, 2022, by and among the Company, Maxim Group LLC, AIB LLC and certain security holders. (4)
10.7	Administrative Support Agreement, dated January 18, 2022, by and between the Company and the AIB LLC. (4)
10.8	Maxim Unit Purchase Agreement, dated January 18, 2022, by and between the Company and Maxim Group LLC. (4)
10.9	Sponsor Unit Purchase Agreement, dated January 18, 2022, by and between the Company and AIB LLC. (4)
10.10	Unit Purchase Option, dated January 21, 2022, issued by the Company to Maxim Partners LLC. (4)
10.11	Amendment to the Investment Management Trust Agreement, dated as of January 19, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.. (6)
10.12	Promissory Note issued to AIB LLC, dated January 20, 2023. (6)
10.13	Promissory Note issued to AIB LLC, dated January 23, 2023. (7)
10.14	Promissory Note issued to AIB LLC, dated October 19, 2023. (8)
10.15	Form of Lock-Up Agreement, dated as of December 27, 2023, by and among the Company, PS International Group Ltd., AIB LLC, PSI Group Holdings Ltd 利航國際控股有限公, and shareholders of PSI Group Holdings Ltd 利航國際控股有限公司. (9)

3644

AIB Acquisition Corp 00-0000000 8128767 0.47 443878 1.26 1875000 2156250 0.01 1.26 2156250 8128767 443878 0.47 1.26 1.26 1875000 0.00 false FY 0001882963 0001882963 2022-01-01 2022-12-31 0001882963 2022-06-30 0001882963 us-gaap:CommonClassAMember 2023-03-29 0001882963 us-gaap:CommonClassBMember 2023-03-29 0001882963 2022-12-31 0001882963 2021-12-31 0001882963 us-gaap:CommonClassAMember 2022-12-31 0001882963 us-gaap:CommonClassBMember 2022-12-31 0001882963 us-gaap:CommonClassBMember 2021-12-31 0001882963 2021-06-18 2021-12-31 0001882963 aib:RedeemableClassAOrdinarySharesMember 2022-01-01 2022-12-31 0001882963 aib:RedeemableClassAOrdinarySharesMember 2021-06-18 2021-12-31 0001882963 aib:NonRedeemableClassAOrdinarySharesMember 2022-01-01 2022-12-31 0001882963 aib:NonRedeemableClassAOrdinarySharesMember 2021-06-18 2021-12-31 0001882963 us-gaap:CommonClassBMember 2022-01-01 2022-12-31 0001882963 us-gaap:CommonClassBMember 2021-06-18 2021-12-31 0001882963 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-06-18 0001882963 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-06-18 0001882963 us-gaap:AdditionalPaidInCapitalMember 2021-06-18 0001882963 us-gaap:RetainedEarningsMember 2021-06-18 0001882963 2021-06-18 0001882963 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-06-19 2021-12-31 0001882963 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-06-19 2021-12-31 0001882963 us-gaap:AdditionalPaidInCapitalMember 2021-06-19 2021-12-31 0001882963 us-gaap:RetainedEarningsMember 2021-06-19 2021-12-31 0001882963 2021-06-19 2021-12-31 0001882963 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001882963 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001882963 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001882963 us-gaap:RetainedEarningsMember 2021-12-31 0001882963 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001882963 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001882963 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001882963 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001882963 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-12-31 0001882963 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-12-31 0001882963 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001882963 us-gaap:RetainedEarningsMember 2022-12-31 0001882963 2021-06-17 0001882963 us-gaap:CommonClassAMember us-gaap:IPOMember 2022-01-01 2022-01-21 0001882963 us-gaap:CommonClassAMember 2022-01-21 0001882963 us-gaap:PrivatePlacementMember 2022-01-01 2022-12-31 0001882963 us-gaap:PrivatePlacementMember 2022-12-31 0001882963 us-gaap:OverAllotmentOptionMember 2022-01-01 2022-12-31 0001882963 us-gaap:OverAllotmentOptionMember 2022-12-31 0001882963 aib:SponsorMember us-gaap:PrivatePlacementMember 2022-12-31 0001882963 us-gaap:IPOMember 2022-12-31 0001882963 us-gaap:IPOMember 2022-01-01 2022-12-31 0001882963 aib:BusinessCombinationMember 2022-01-01 2022-12-31 0001882963 aib:BusinessCombinationMember 2022-12-31 0001882963 us-gaap:SubsequentEventMember 2023-01-01 2023-01-20 0001882963 2022-08-01 2022-08-16 0001882963 aib:SponsorMember us-gaap:SubsequentEventMember 2023-01-01 2023-01-20 0001882963 aib:SponsorMember us-gaap:SubsequentEventMember 2023-01-23 0001882963 us-gaap:SubsequentEventMember 2023-01-23 0001882963 2022-10-27 0001882963 2022-01-21 0001882963 2022-01-22 2022-12-31 0001882963 aib:RedeemableClassAMember 2022-01-01 2022-12-31 0001882963 aib:NonredeemableClassAMember 2022-01-01 2022-12-31 0001882963 aib:NonredeemableClassBMember 2022-01-01 2022-12-31 0001882963 aib:RedeemableClassAMember 2021-06-18 2021-12-31 0001882963 aib:NonredeemableClassAMember 2021-06-18 2021-12-31 0001882963 aib:NonredeemableClassBMember 2021-06-18 2021-12-31 0001882963 2022-01-01 2022-09-30 0001882963 us-gaap:PrivatePlacementMember 2022-01-01 2022-01-21 0001882963 us-gaap:PrivatePlacementMember 2022-01-21 0001882963 aib:FounderSharesMember 2021-07-01 2021-07-30 0001882963 2021-07-01 2021-07-30 0001882963 aib:FounderSharesMember us-gaap:CommonClassBMember 2021-09-01 2021-09-13 0001882963 aib:FounderSharesMember 2021-09-01 2021-09-13 0001882963 us-gaap:OverAllotmentOptionMember 2021-09-01 2021-09-13 0001882963 us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001882963 us-gaap:IPOMember 2021-07-30 0001882963 aib:SponsorMember 2022-01-01 2022-12-31 0001882963 2022-01-01 2022-01-21 0001882963 us-gaap:OverAllotmentOptionMember 2022-01-21 0001882963 aib:UnitPurchaseOptionMember 2022-12-31 0001882963 us-gaap:CommonClassAMember 2021-12-31 0001882963 us-gaap:FairValueInputsLevel1Member 2022-12-31 0001882963 us-gaap:FairValueInputsLevel2Member 2022-12-31 0001882963 us-gaap:FairValueInputsLevel3Member 2022-12-31 0001882963 2023-01-01 2023-01-20 0001882963 aib:SponsorMember 2023-01-01 2023-01-20 0001882963 2023-01-20 0001882963 aib:TrustAccountDepositMember 2022-12-31 0001882963 aib:BusinessCombinationMember 2023-01-21 0001882963 2023-01-18 0001882963 2023-01-23 2023-01-23 0001882963 2023-01-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

10.16		Form of Shareholder Support Agreement, dated as of December 27, 2023, by and among the Company, PS International Group Ltd., PSI Group Holdings Ltd 利航國際控股有限公司, certain shareholders of PSI Group Holdings Ltd 利航國際控股有限公司, certain shareholders of AIB Acquisition Corporation, and AIB LLC. (9)
10.17		Form of Registration Rights Agreement, dated as of December 27, 2023, by and among the Company, PS International Group Ltd., and certain investors of AIB Acquisition Corporation and PSI Group Holdings Ltd 利航國際控股有限公司. (9)
14		Form of Code of Ethics. (1)
19.1		Insider Trading Policies and Procedures, adopted January 18, 2022.*
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 the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
97.1		Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 29, 2023.*
99.1		Amended and Restated Audit Committee Charter.*
99.2		Amended and Restated Compensation Committee Charter *
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 Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

*	Filed herewith.
**	Furnished herewith
(1)	Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-260594), filed with the SEC on October 29, 2021.
(2)	Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1/A (File No. 333-260594), filed with the SEC on November 22, 2021.
(3)	Incorporated by reference to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A (File No. 333-260594), filed with the SEC on January 5, 2022.
(4)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 24, 2022.
(5)	Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2022.
(6)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2023.
(7)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2023.
(8)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2023.
(9)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2024.

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.

March 21, 2024	AIB ACQUISITION CORPORATION

	By:	/s/ Eric Chen
	Name:	Eric Chen
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Position	Date

/s/ Eric Chen	Chief Executive Officer and Director	March 21, 2024
Eric Chen	(Principal Executive Officer)

/s/ Axel Hoerger	Chairman of the Board	March 21, 2024
Axel Hoerger

/s/ Jie Gao	Chief Financial Officer	March 21, 2024
Jie Gao	(Principal Financial and Accounting Officer)

/s/ David Adelman	Independent Director	March 21, 2024
David Adelman

/s/ Merry Tang	Independent Director	March 21, 2024
Merry Tang

/s/ David Knower	Independent Director	March 21, 2024
David Knower

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