UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(MARK ONE)

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

For the fiscal year ended December 31, ~~2023~~2024

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

For the transition period from to

Commission File Number: 001-40959

ROTH CH ACQUISITION CO.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1601095
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
2340 Collins Avenue; Suite 402 Miami Beach, FL		~~33141~~33139
(Address of principal executive offices)		(Zip Code)

(949) 720-7133
(Registrant’s telephone number, including area code)

N/A

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	USCTU	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share	USCTF	None
Class A ordinary share, par value $0.0001 per share	USCT	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	USTWF	None
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	USCTW	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. ☐

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). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, ~~2023~~2024, the last business day of the registrant’s most recently completed second fiscal quarter, was $~~26.6 million~~4,847, computed by reference to the closing price of the Class A ordinary shares reported on ~~Nasdaq~~the OTC Markets on such date of $100.5903.

As of ~~April 9~~March 27, ~~2024~~2025, there were 745,~~794~~203,~~236~~220 Class A ordinary shares, par value $0.0001 per share, and 75,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Documents Incorporated by Reference

None

ROTH CH ACQUISITION CO.

Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024

Table of Contents

		Page
PART I
Item 1.	Business.	1
Item 1A.	Risk Factors.	95
Item 1B.	Unresolved Staff Comments.	4428
Item 1C.	Cybersecurity	4428
Item 2.	Properties.	4429
Item 3.	Legal Proceedings.	4429
Item 4.	Mine Safety Disclosures.	4429
PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.	4530
Item 6.	[Reserved].	4530
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	45
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	31
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	5137
Item 8.	Financial Statements and Supplementary Data.	5137
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	5137
Item 9A.	Controls and Procedures.	5137
Item 9B.	Other Information.	5138
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	5138
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	5239
Item 11.	Executive Compensation.	5845
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.	5946
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	6047
Item 14.	Principal Accountant Fees and Service.	6249
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	6350
Item 16.	Form 10-K Summary.	6350
EXHIBIT INDEX		6451
SIGNATURES		6553

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, or this Annual Report, contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations. ~~These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.~~ Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans, we are making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results and shareholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, mergers, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors.” Many of the risks and factors that will determine these results and shareholder value are beyond our ability to control or predict.

Forward-looking statements in this Annual Report may include, for example, statements about:

● our ability to select an ~~appropriate~~alternate target business or businesses to complete an initial business combination if we do not complete the Business Combination;

● our ability to complete ~~our~~the ~~initial~~Business ~~business combination~~Combination;

●

our expectations around the performance of a prospective target business or businesses;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

● our potential ability to obtain additional financing to complete ~~our~~the ~~initial~~Business ~~business combination~~Combination;

● our pool of prospective target businesses if we do not complete the Business Combination;

● the ability of our officers and directors to generate a number of potential business combination opportunities if we do not complete the Business Combination;

● the liquidity and trading of our public securities; or

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

● the Trust Account not being subject to claims of third parties; or

●

our financial performance.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will 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. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” 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.

PART I

Item 1. Business.

In this Annual Report, references to the “Company,” and to “we,” “us,” and “our” refer to Roth CH Acquisition Co. References to the “Sponsor” refer to the Former Sponsor up to the consummation of the Transaction and the New Sponsor thereafter.

Overview

We are a blank check company incorporated on April 20, 2021 under the name “TKB Critical Technologies 1”, as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. Effective September 7, 2023, shareholders approved a change in the Company’s name to Roth CH Acquisition Co.

~~Formation~~Recent ~~and~~Developments ~~Initial~~– ~~Public~~Business ~~Offering~~Combination Agreement

On ~~October~~January 2928, ~~2021~~2025, wethe Company ~~consummated~~entered ~~our~~into ~~initial~~a ~~public~~Business ~~offering~~Combination ofAgreement ~~23,000,000 units~~ (~~the~~as ~~“Units”),~~it ~~including~~may 3be amended,~~000,000~~ ~~Units~~supplemented ~~that~~or ~~were~~otherwise ~~issued~~modified ~~pursuant~~from time to time, the “Business ~~underwriters’~~Combination ~~exercise~~Agreement”), ofby ~~their~~and ~~over-allotment~~among ~~option~~the ~~in full~~Company, atRoth ~~$10.00~~CH ~~per Unit~~Holdings, ~~generating gross~~ ~~proceeds of $230,000,000~~Inc., ~~Each~~a ~~Unit~~Delaware ~~consists~~corporation ofand ~~one~~a ~~Class A Ordinary Share~~direct, ~~par~~wholly ~~value~~owned ~~$0.0001~~subsidiary ~~per~~of ~~share~~the Company (the “~~Class A Shares~~Domestication Sub”), ~~and~~Roth ~~one-half~~CH ofMerger ~~one~~Sub, ~~warrant~~Inc., ~~to purchase~~ a ~~Class~~Delaware Acorporation ~~Share~~and ~~(the~~a ~~“Public~~direct, ~~Warrants”).~~wholly ~~Simultaneously~~owned ~~with~~subsidiary ~~the closing~~ of ~~our initial public offering, we consummated~~ the ~~sale~~Company ~~of 10,750,000 private placement warrants~~ (~~the~~ “~~Private Warrants~~Merger Sub”), atand aSharonAI ~~price of $1~~Inc.00, ~~per Private Warrant in~~ a ~~private~~Delaware ~~placement~~corporation ~~to our former sponsor, TKB Sponsor I, LLC,~~ (~~the~~ “~~Former~~SharonAI ~~Sponsor~~Inc.”) ~~generating proceeds of $10,750,000~~.

ASharonAI ~~total~~Inc. ofis ~~$234,600,000~~a ofholding company formed to acquire various assets focused on or in the ~~proceeds~~high ~~from~~performance computing (“HPC”) industry, specifically the ~~initial~~artificial ~~public~~intelligence ~~offering~~field of technology, and on the ~~sale~~acquisition of the ~~Private~~infrastructure ~~Warrants~~and ~~was~~technology ~~placed~~associated with inthe adevelopment ~~U.S.-based~~and ~~trust~~delivery ~~account~~of atHPC ~~J.P.~~services ~~Morgan~~to ~~Chase~~users ~~Bank,~~and ~~N.A.~~applications ~~maintained~~which ~~by Continental~~require ~~Stock~~both ~~Transfer~~large &amounts ~~Trust~~of ~~Company,~~graphic ~~acting~~processing asunits and ~~trustee~~central ~~(the~~processing ~~“Trust~~units ~~Account”)~~combined with expertise in data storage.

~~Our~~The ~~Units,~~Business ~~Class~~Combination AAgreement provides ~~Shares~~that, ~~and~~among ~~Public~~other ~~Warrants~~things ~~are~~and ~~each~~upon ~~traded on~~ the ~~Nasdaq~~terms ~~Global~~and ~~Market~~subject ~~under~~to the ~~symbols~~conditions ~~“USCTU~~thereof,” ~~“USCT” and~~the ~~“USCTW,”~~following ~~respectively.~~transactions ~~Our~~will ~~Units~~occur ~~commenced~~(together with ~~public~~the ~~trading~~other onagreements ~~October 27, 2021,~~ and ~~our~~transactions ~~Class~~contemplated Aby ~~Shares~~the ~~and~~Business ~~Public~~Combination ~~Warrants commenced separate public trading on December 17~~Agreement, ~~2021.~~the “Business Combination”):

~~Extensions~~(1) At least one Business Day prior to the Closing Date and on the terms and subject to the conditions of the Business Combination Agreement, the Company shall continue out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation by means of a merger (the “Domestication Merger”) of the Company with and into Domestication Sub, with the Domestication Sub as the surviving company (the “Domesticated Parent”) pursuant to the Companies Act (As Revised) of the Cayman Islands and the applicable provisions of the Delaware General Corporation Law, as amended. Upon the Domestication Merger, Domesticated Parent shall change its name to “SharonAI Holdings, Inc.”, and, thereafter

~~On January 27, 2023, the Company received shareholder approval to amend its amended and restated memorandum and articles of association~~ (~~the~~2) ~~“Articles”~~(a) ~~to extend~~ the ~~date~~Merger bySub ~~which~~shall itbe merged ~~must~~with ~~complete~~and aninto ~~initial business combination from January 29~~SharonAI, ~~2023 to June 29, 2023~~ (~~the “Extension”~~b). ~~Shareholders also approved an amendment to~~ the ~~Company’s~~separate ~~Investment~~corporate ~~Management~~existence ~~Trust~~of ~~Agreement,~~Merger ~~dated~~Sub asshall ofthereupon ~~October 26~~cease, ~~2021,~~and bySharonAI ~~and~~shall ~~between~~be the ~~Company~~Surviving Corporation, and ~~Continental Stock Transfer & Trust Company as trustee~~ (~~the “Trust Agreement”~~c), ~~to make a corresponding extension to~~ the ~~date~~Surviving ~~the~~Corporation ~~Company~~shall ~~must~~become commence liquidation of the Trust Account from January 29, 2023 to June 29, 2023. In connection with the vote to approve the Extension, the holders of 17,533,296 Class A Shares properly exercised their right to redeem their shares for cash at a ~~redemption~~wholly-owned ~~price of~~Subsidiary ~~approximately $10.38 per share, for an aggregate redemption amount~~ of ~~approximately $181.9 million. After~~ the ~~satisfaction~~Domesticated ofParent ~~such redemptions,~~ (the ~~balance in the Company’s Trust Account was approximately $56~~“Acquisition Merger”).~~7 million.~~

OnThe ~~June 28,~~Aggregate ~~2023,~~Merger ~~the Company held an extraordinary general meeting (the “Second Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the~~Consideration ~~“Second~~is ~~Extension Amendment Proposal”) to amend the Company’s Articles to extend the date that the Company has to consummate a business combination from June 29~~560, ~~2023 to October 29~~835,633 ~~2024~~shares ~~(the~~of ~~“Extension~~Common ~~Amendment”).~~Stock The shareholders also approved a proposal (the “Second Trust Agreement Amendment Proposal”) to amend the Company’s Trust Agreement, to make a corresponding extension to the date by which the Trustee is obligated to liquidate the trust account to the later of ~~(A) June 29, 2023 provided that~~ the ~~Company~~Domesticated ~~may~~Parent ~~extend such date, monthly, up~~ to ~~October 29,~~be ~~2024~~issued ~~(i.e.:~~at ~~36 months after~~ the closing of the ~~IPO~~Business ~~provided~~Combination. ~~that~~Completion ~~the Sponsor or~~of ~~its designee deposits~~ the ~~Monthly~~Business ~~Deposit~~Combination (as defined below) into the trust account), or (B) such later date as may be approved by the Company’s shareholders in accordance with the Company’s Articles. The term “Monthly Deposit” is ~~defined~~subject ~~in the Second Trust Amendment~~ to ~~mean an amount equal to~~ the ~~lesser~~satisfaction ofor ~~(x) $60~~waiver,~~000~~ orwhere ~~(y) $0.03 per public share multiplied by the number of public shares outstanding. In connection with the vote to approve the Second Extension Amendment Proposal~~permissible, ~~the holders~~ of ~~3,347,468 Class~~various Aconditions ~~ordinary shares properly exercised their right~~ to ~~redeem their shares for cash at a redemption price of approximately $10~~closing.~~64 per share, for an aggregate redemption amount of approximately $35,601,649. These shares were effectively canceled on July 7, 2023.~~

~~Securities~~Corporate ~~Transfer Agreement and Name Change~~History

Formation and Initial Public Offering. On ~~June~~October 2529, ~~2023~~2021, ~~the~~we ~~Company,~~consummated ~~the~~our ~~Former~~initial ~~Sponsor,~~public ~~each~~offering ~~independent director~~ of ~~the Company~~23,000,000 ~~and~~units ~~affiliates of Roth Capital Partners and Craig-Hallum Capital Group llc~~ (the ~~“New~~ ~~Sponsor~~“Units”), including ~~entered~~3,000,000 ~~into~~Units athat ~~Securities~~were ~~Transfer~~issued ~~Agreement (the “Agreement”)~~ pursuant to ~~which~~ the ~~Former~~underwriters’ ~~Sponsor~~exercise ~~and~~of ~~the~~their ~~former~~over-allotment ~~directors~~option ofin ~~the~~full, ~~Company~~at ~~sold~~$10.00 toper ~~the Buyers~~Unit, angenerating ~~aggregate~~gross proceeds of 4$230,~~312~~000,~~500~~000. ~~Ordinary~~Each ~~Shares~~Unit ~~consisting~~consists of ~~4,237,500~~one Class A ~~Shares~~Ordinary ~~and 75~~Share,~~000~~ ~~Class~~par Bvalue ~~Shares~~$0.0001 ~~and~~per ~~8,062,500~~share ~~private placement warrants~~ (~~together,~~ the “~~Transferred~~Class ~~Securities~~A Shares”) ~~for~~and anone-half ~~aggregate~~of ~~purchase~~one ~~price~~warrant ~~(the~~to ~~“Purchase~~purchase ~~Price”) of~~a ~~$1.00~~Class A Share (the “~~Transaction~~Public Warrants”). ~~Following~~Simultaneously with the closing of ~~the~~our ~~Transaction,~~initial ~~the Former Sponsor has certain continuing~~public ~~rights~~offering, ~~including~~we aconsummated ~~right~~the sale of ~~first~~10,750,000 ~~refusal~~private toplacement ~~repurchase~~warrants (the ~~Transferred Securities~~“Private inWarrants”) ~~certain~~at ~~circumstances~~a asprice ~~set~~of ~~forth~~$1.00 inper ~~the~~Private ~~Agreement~~Warrant ~~and~~in ~~the~~a ~~right~~private placement to ~~invest~~our ~~up to~~former ~~25%~~sponsor, ofTKB ~~certain~~Sponsor ~~financings.~~I, ~~The~~LLC, ~~Transaction~~(the “Former ~~was~~Sponsor”) ~~consummated~~generating onproceeds ~~June 28,~~of ~~2023~~$10,750,000.

~~Recent~~A ~~Developments~~total of $234,600,000 of the –proceeds ~~Extraordinary~~from ~~General~~the ~~Meeting~~initial public offering and the sale of ~~Shareholders~~the Private Warrants was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).

OnOur Units commenced public trading ~~March~~on 28October 27, ~~2024,~~2021 on the ~~Company~~Nasdaq ~~commenced~~Stock ~~mailing~~Market ofLLC, ~~definitive~~and ~~proxy~~our ~~materials~~Class inA ~~connection~~Shares ~~with~~and anPublic ~~extraordinary~~Warrants ~~general~~commenced ~~meeting~~separate ofpublic ~~shareholders~~trading toon beDecember 17, ~~held~~2021. onOn April 10 25, 2024., ~~The~~the ~~purpose~~Company ofvoluntarily delisted its securities from Nasdaq and they began being quoted on the ~~meeting~~OTC ~~was~~Markets. toOur ~~consider~~Class A Shares and Public Warrants are each quoted on the ~~following~~OTC ~~proposals:~~Markets under the symbols “USCTF,” “and “USTWF,” respectively.

●Securities ATransfer ~~proposal~~Agreement and Name Change. On June 25, by2023, ~~special~~the ~~resolution~~Company, ~~subject~~the toFormer Sponsor, each independent director of the ~~approval~~Company, and affiliates of ~~Proposal~~Roth ACapital Partners and Craig-Hallum Capital Group llc (~~described~~the ~~below~~“New Sponsor”), entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which ~~amend~~the Former Sponsor and ~~restate~~the former directors of the Company’s ~~Amended~~sold to the Buyers, an aggregate of 4,312,500 Ordinary Shares consisting of 4,237,500 Class A Shares and ~~Restated~~75,000 ~~Memorandum~~Class B Shares and ~~Articles~~8,062,500 ofprivate ~~Association~~placement ~~(as~~warrants ~~amended~~(together, the “~~Articles~~Transferred ~~of Association~~Securities”) for toan ~~remove~~aggregate purchase price (the ~~provisions~~“Purchase ~~applicable~~Price”) toof ~~special~~$1.00 ~~purpose~~(the ~~acquisition~~“Transaction”). Following ~~companies~~the ~~including~~closing of the ~~requirement~~Transaction, tothe ~~redeem~~Former ~~and~~Sponsor ~~cancel~~has ~~100%~~certain continuing rights, including a right of first refusal to repurchase the ~~Company’s~~Transferred ~~Class~~Securities Ain ~~ordinary~~certain ~~shares~~circumstances ~~sold~~as set forth in the ~~Company’s~~Agreement ~~initial~~and ~~public~~the ~~offering~~right ~~following~~to ~~distribution~~invest ofup ~~the~~to ~~funds~~25% ~~held~~of incertain ~~the~~financings. The ~~Company’s~~Transaction ~~trust~~was ~~account~~consummated ~~(the~~on ~~“Amendment~~June 28, ~~Proposal”);~~2023.

●Termination ~~A proposal, as an ordinary resolution, to approve the adjournment~~ of ~~the~~Status ~~general meeting to~~ as a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the proposals (ii) if the Board determines before the general meeting that it is not necessary or no longer desirable to proceed with the proposals or (iii) as otherwise determined by the Chairman of the general meeting in his sole and absolute discretion to be necessary (the “Adjournment Proposal”)SPAC.

InThe Company originally extended ~~addition~~the time that it had to complete an initial business combination by depositing an aggregate of $540,000 into the trust account for a total of nine Monthly Deposits. On April 29, 2024, the Company ~~solicited~~held ~~proxies~~an inextraordinary ~~favor~~general ofmeeting ~~another~~at which shareholders approved a proposal to amend and restate the Company’s Articles of to beremove ~~voted~~the ~~upon~~provisions byapplicable to special purpose acquisition companies including the ~~holders~~requirement to redeem and cancel 100% of the Company’s Class A ordinary shares sold in the Company’s initial public offering following distribution of the funds held in the Company’s Trust Account (the “Amendment Proposal”). The purpose of the Amendment Proposal was to ~~approve~~remove the provisions contained in the Articles that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 100% of the Company’s public shares following: distribution of the funds held in the Company’s Trust Account established in connection with the IPO and revise the provisions to allow shareholders of the Company to obtain their pro rata distribution of funds remaining in the Trust Account and also retain ten (10%) percent of their shares upon liquidation of the Trust Account. Shareholders approved the Amendment Proposal on April 29, 2024. As a result, the Trust Account was liquidated.

● A proposal, for the purposes of Article 10 of the Amended and Restated Articles of Association of the Company, by the holders of a majority of not less than two thirds of the votes cast at the class meeting by the holders of the Company’s Class A ordinary shares to consent to and approve the variation to the rights of the Company’s Class A ordinary shares as contemplated by the amendments to the Articles of Association as set out in the Amendment Proposal (the “Variation of Rights Proposal” or “Proposal A”

The purpose of the Amendment Proposal is to remove the provisions contained in the Articles of Association that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 100% of the Company’s public shares following distribution of the funds held in the Company’s trust account established in connection with the initial public offering (“IPO”) and revise the provisions to allow shareholders of the Company to obtain their pro rata distribution of funds held in the Trust Account and also retain ten (10%) percent of their shares upon liquidation of the Trust Account. If approved, the Company would liquidate the Trust Account despite the fact that it is not required to do so until October 29, 2024 and intends to liquidate the Trust Account and process the 90% redemption simultaneously. Continental Stock Transfer and Trust Company has informed the Company that they and the DTC would effect the redemption of 90% of the Public Shares mechanically as a reverse stock split. In order to do so, in the event that the Amendment Proposal is adopted, the Company intends to set a record date for the redemption promptly following the adoption of the Amendment Proposal. It will also be required to provide five (5) days prior notice to DTC and to the extent that we are listed on OTC, will need to provide FINRA with 10 days advance notice prior to the record date. Based upon these requirements, the Company anticipates that it will liquidate the Trust Account and redeem 90% of the Public Shares approximately 2-3 weeks after the adoption of the Amendment Proposal.

Approval of the Variation in Rights Proposal is required under Cayman law as the Class A and Class B ordinary shares are treated differently under the proposed Amended and Restated Articles of Association.

The Company has also applied to have its securities quoted on the OTC Markets and will submit a voluntary withdrawal of the listing from Nasdaq.

On April 10, 2024, the Company convened its meetings and adjourned both without voting to April 17, 2024 so as to permit additional time to complete its OTC listing.

For additional information, please see the definitive proxy statement filed by the Company with the SEC on March 28, 2024 and the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2024.

Initial Business Combination

Since our initial public offering, we have evaluated over 350 potential target businesses. Weincluding ~~entered into a business combination agreement with one party which agreement was subsequently terminated~~SharonAI. When evaluating each prospective target business, we conducted a thorough due diligence review that encompassed, among other things, meetings with incumbent management and employees, document reviews and a review of financial and other information that was made available to us.

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. The fair market value of the target is determined by our board of 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). Our board of directors will make the determination as to the fair market value of such alternate initial business combination. If our board of directors is not able to independently determine the fair market value of such alternate initial business combination, we will obtain an opinion from an independent investment banking firm, which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria.2

Our Business Combination Process

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our New Sponsor, officers or directors although SharonAI is not affiliated. In the event we do not complete the proposed Business Combination, and instead seek to complete an initial business combination with a company that is affiliated with our New Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view.

Certain of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such other entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual ~~obligations~~ obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our Articles provides 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. Our sponsor, directors and officers are, or may become, affiliated with entities that are engaged in a business similar to our company. Our ~~sponsor~~Sponsor, directors and officers are not prohibited from sponsoring, investing in or otherwise becoming involved with, any other blank check companies (including special purpose acquisition companies similar to our company), including in connection with their initial business combinations, prior to us completing our initial business combination. However, we do not believe that any such potential conflicts of interest would materially affect our ability to complete the Business Combination.

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then-outstanding Public Shares, subject to the limitations and on the conditions described herein. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Class B Shares (including the Class A Shares issuable upon the conversion of the Class B Shares, the “Founder Shares”), and any public shares they may hold in connection with the completion of our initial business combination. Such persons did not receive separate consideration for their waiver of redemption rights.

Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

We will seek shareholder approval of an our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Articles provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to excess shares, which means more than an aggregate of 15% of the shares sold in our initial public offering without our prior consent (“Excess Shares”). We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the Initial Public Offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Redemption of Public Shares and Liquidation if No Business Combination

The prospectus for our initial public offering and the Articles initially provided that we had until January 29, 2023, to complete a business combination. On January 27, 2023, shareholders approved an extension of the date by which the Company must complete its initial business combination to June 29, 2023. In connection with the Extension, an aggregate of 17,533,296 Public Shares were redeemed for an aggregate redemption payment of approximately $181.9 million or $10.38 per share, leaving approximately $56.7 million in our Trust Account. On June 28, 2023, the Company held an extraordinary general meeting (the “Second Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the “Second Extension Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the “Articles”) to extend the date that the Company has to consummate a business combination from June 29, 2023 to October 29, 2024 (the “Extension Amendment”). The shareholders also approved a proposal (the “Second Trust Agreement Amendment Proposal”) to amend the Company’s Trust Agreement, to make a corresponding extension to the date by which the Trustee is obligated to liquidate the trust account to the later of (A) June 29, 2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO provided that the Sponsor or its designee deposits the Monthly Deposit (as defined below) into the trust account), or (B) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association. The term “Monthly Deposit” is defined in the Amendment to mean an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 3,347,468 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.64 per share, for an aggregate redemption amount of approximately $35,601,649. These shares were effectively canceled on July 7, 2023.

If we are unable to complete our initial business combination by October 29, 2024, or during any extended period of time that we may have to consummate an initial business combination as a result of an amendment to the Articles (the “Combination Period”), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish our Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) above, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire, worthless, if we fail to complete our initial business combination within the required time period.

Our Sponsor, and our officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to complete our initial business combination during the Combination Period. However, if our Sponsor, officers or directors acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business combination within the Combination Period.

Our Sponsor, officers and directors have also agreed, pursuant to a letter agreement with us, that they will not propose any amendment to the Articles to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem one-hundred percent (100%) of our public shares if we do not complete our initial business combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public 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 Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.

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 the proceeds of our initial public offering and private placement held outside the Trust Account, although we cannot assure you 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 Account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those dissolution costs and expenses.

The proceeds deposited in the Trust Account could become subject to the claims of our creditors, which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than the estimated $11.08 per share calculated as of December 31, 2023, or less than the initial $10.20 per share deposited in the Trust Account at the time of our initial public offering. See “Risk Factors-If third parties bring claims against us the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.20 per share” and other risk factors contained herein. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and 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 Account for the benefit of our 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 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 Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in our best interests under the circumstances. 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 to be significantly superior to those of other consultants that would agree to execute a waiver, or in cases where management is unable to find a service provider willing to execute a waiver. The underwriters of our initial public offering and our independent registered public accounting firm have not executed agreements with us waiving such claims to the monies held in the Trust Account. 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 Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent that any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that the Sponsor’s only assets are our securities. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors 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 the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each case less taxes payable, 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 less than $10.20 per Public Share. See “Risk Factors - If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.20 per share” and other risk factors contained herein.

We will seek to reduce the possibility that the our 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 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 Account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. 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 Account could be liable for claims made by creditors.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.20 per Public Share to our Public Shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors 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 us to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our initial business combination within the Combination Period, (ii) in connection with a shareholder vote to amend our Cayman Constitutional Documents to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem one-hundred percent (100%) of our Public Shares if we do not complete our initial business combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. Further, a shareholder’s voting in connection with an extension of the Combination Period or the Business Combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions of our Articles, like all provisions of our Articles, may be amended with a shareholder vote.

Competition

WeIf we are unable to complete the Business Combination with SharonAI, we expect to encounter competition in identifying, evaluating and selecting a target business for our alternate business combination, from other entities having a business objective similar to ours, including ~~other~~from special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or ~~through~~ through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who ~~exercise~~ exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these ~~factors~~ factors may place us at a competitive disadvantage in successfully negotiating an alternate business combination.

Employees

We currently have seven executive officers. These individuals are not obligated to devote any specific number of hours to our matters, but they have devoted and will continue to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.

Corporate Information

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or 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 of 2002, or 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, (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 equals or exceeds $700 million as of the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equaled or exceeded $250 million as of the end of that fiscal year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Our executive offices are located at 2340 Collins Avenue, Suite 402, Miami Beach Florida ~~33141~~33139 and our phone number is (949) 720-7133. Our corporate website address is www.rothch.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report. You should not rely on any such information in making ~~your~~ your decision whether to invest in our securities.

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

Our management identified a material weakness in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our results of operations and financial condition accurately and in a timely manner, which may adversely affect investor confidence and materially and adversely affect our business and operating results.

On February 11, 2022, the audit committee of the Board, after consultation with management, concluded that our audited balance sheet as of October 29, 2021 (the “Audited Balance Sheet”), included as Exhibit 99.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2021, contained an error relating to the value of the our Class A Shares subject to redemption, which should have been recorded as $234,600,000 ($10.20 per share) instead of $230,000,000 ($10.00 per share). In light of this error, it was determined that the Audited Balance Sheet should be no longer be relied upon, and we filed a restated audited balance sheet. As part of such restatement process, we identified a material weakness in our internal controls over financial reporting related to the accounting for complex financial instruments (including redeemable equity instruments as described above). In light of the material weakness identified and the resulting restatement, our executive officers and principal financial and accounting officer performed additional post-closing review procedures in connection with our annual report for the year ended December 31, 2021, including reviewing historical filings and consulting with subject matter experts related to the accounting for complex financial instruments. Our management has also retained an additional consultant to provide additional review and subject matter expertise. Our management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of its internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have improved, and will continue to improve, these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. As a result of this material weakness, our management concluded that its internal control over financial reporting was not effective as of December 31, 2021, March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

Further, we can give no assurance that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening its controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

A material weakness could limit our ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 (once available), which may impair our ability to obtain capital in a timely fashion to execute its business strategies. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of the Class A Shares. We cannot assure you that the measures taken to date, or any measures that we may take in the future, will be sufficient to avoid potential future material weaknesses.

We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

As a result of the material weaknesses identified by our management, ~~the restatement of the Audited Balance Sheet,~~ and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other ~~claims~~ claims arising from the restatement and material weaknesses in internal control over financial reporting and the preparation of our financial statements. As of the date of this Annual Report on Form 10-K, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or its ability to complete an initial business combination.

~~Our~~While ~~public~~we ~~shareholders~~intend ~~may not be afforded an opportunity to vote~~ on ~~our~~seeking ~~proposed~~shareholder approval ~~initial~~of ~~business~~the ~~combination,~~Business ~~and even if we hold a vote~~Combination, holders of our founder shares will participate in such vote, which means we may ~~complete~~obtain ~~our~~shareholder ~~initial~~approval of ~~business~~the ~~combination~~ Business Combination even though a majority of our public shareholders domay not support such a combination.

While we intend to seek shareholder approval of anthe ~~initial~~Business ~~business combination~~Combination, we may choose not to hold a shareholder vote to approve ~~our~~any ~~initial~~alternate business combination if the business combination would not require shareholder approval under applicable ~~law~~ ~~or stock exchange requirement~~law. Except as required by applicable law ~~or stock exchange requirement~~, the decision as to whether we will seek shareholder approval of athe proposed Business Combination or any other business 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. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may complete ~~our~~the ~~initial~~Business ~~business~~Combination ~~combination~~ even if a majority of our public shareholders do not approve of the business combination we complete.

If we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Because our Sponsor, initial shareholders and management team own approximately 7381% of our issued and outstanding ordinary shares, ~~our~~they ~~initial shareholders~~ will be able to approve the business combination even if no public shares are voted in ~~favor~~ favor of the business combination.

Our initial shareholders own approximately 73 81% of our issued and outstanding ordinary shares. Pursuant to letter agreements with us, our ~~sponsor~~Sponsor, officers and directors have agreed to vote their founder shares, as well as any public shares purchased (including in open market and privately negotiated transactions), in favor of our initial business combination. In addition, in connection with the execution of the Business Combination Agreement, our Sponsor and our officers and directors agreed with SharonAI that they would vote their ordinary shares in favor of the Business Combination.

Our initial shareholders and management team also may from time to time purchase Class A Shares prior to our initial business combination. Our Articles provide that, if we seek shareholder approval, we will complete our initial business combination only if 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 ~~company~~Company. Accordingly, if we seek shareholder approval of our initial business combination, because our initial shareholders own a ~~majority~~ majority of our issued and outstanding ordinary shares and have agreed to vote in favor of our initial business combination, the our initial shareholders will be able to approve the business combination even if no public shares are voted in favor of the business combination.

106

~~The~~We ~~ability~~will ofdepend ~~our~~on ~~public~~loans ~~shareholders~~from ~~to redeem their shares for cash may make~~ our ~~financial~~ ~~condition~~Sponsor ~~unattractive~~or ~~to potential business combination targets, which~~management ~~may~~team ~~make~~or itother ~~difficult~~equity ~~for~~investments usor debt to ~~enter~~complete ~~into~~our ainitial ~~business~~Business ~~combination with a target~~Combination.

WeAs ~~may~~of ~~seek~~December 31, ~~to enter into a business combination transaction agreement with a prospective~~2024, ~~target that requires as a closing condition that~~ we ~~have~~had acash ~~minimum net worth or a certain amount~~ of ~~cash. If too many public shareholders exercise their redemption rights~~$6,738 ~~we would not be able~~ to ~~meet~~fund ~~such~~our ~~closing~~working ~~condition~~capital ~~and,~~requirements. asWe abelieve ~~result,~~that ~~would not~~the befunds ~~able~~available to ~~proceed~~us ~~with~~are ~~the business combination. Furthermore, our Articles provide that we will~~ not ~~redeem~~sufficient ~~our public shares in an amount that would cause our net tangible assets~~ to ~~be less than $5,000,001. Consequently, if accepting all properly submitted~~allow ~~redemption requests would make~~ us ~~unable~~ to ~~satisfy~~operate auntil ~~condition~~we ascomplete ~~described above or cause~~ our ~~net~~Business ~~tangible~~Combination. ~~assets~~We expect to beincur ~~less~~significant ~~than~~costs ~~$5,000,001,~~in wepursuit ~~would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware~~ of ~~these~~our ~~risks and,~~acquisition ~~thus, may be reluctant to enter into a business combination transaction with us~~plans.

~~The~~If ~~ability~~we ofwere required to seek additional capital, we would need to borrow funds from our ~~public~~Sponsor, ~~shareholders~~management team or other third parties to ~~exercise~~operate ~~redemption~~or ~~rights~~may ~~with~~be ~~respect~~ forced to aliquidate. Neither ~~large~~our ~~number~~Sponsor, members of our ~~shares~~management ~~may~~team ~~not~~nor ~~allow~~any usof totheir ~~complete~~affiliates ~~the~~is ~~most~~under ~~desirable~~any ~~business combination~~obligation orto ~~optimize~~advance ~~our~~funds ~~capital~~to ~~structure~~us in such circumstances.

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we may arrange for third-party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B Shares results in the issuance of Class A Shares on a greater than one-to-one basis upon conversion of the Class B Shares at the time of our initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

The requirement that we complete our initial business combination by October 29, 2024, may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by October 29, 2024, unless such date is further extended by vote of our shareholders. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We may not be able to complete our initial business combination by October 29, 2024, in which case, unless any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our memorandum and articles of association is approved, we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

We may not be able to find a suitable target business and complete an initial business combination by October 29, 2024. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including the impact of events such as the war between Russia and Ukraine and the continued impact of outbreaks of COVID-19 in both in the U.S. and globally. These factors could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period or during any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our memorandum and articles of association, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, executive officers, advisors or their respective affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A Shares.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers, advisors or their respective affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market from institutional and other investors who indicate an intention who redeem, or indicate an intention to redeem, their Public Shares, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares or vote their shares in favor of the business combination, at any time prior to the business combination during a period when they are not then aware of material non-public information relating to the business combination or target company, although they are under no obligation to do so. Any such non-redemption agreements may provide for an agreement by the investor (i) not to redeem the public shares it owns, (ii) to sell such public shares to the Sponsor or our directors, officers, advisors or affiliates, or (iii) to acquire public shares in the market or in privately negotiated transactions from other shareholders who redeem or indicate an intention to redeem, and to hold such public shares and not redeem them. Any such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or our directors, officers, advisors or affiliates purchase shares in privately negotiated transactions from shareholders who have already elected to exercise their redemption rights, then such selling shareholder would be required to revoke their prior elections to redeem their public shares.

Any public shares purchased by the Sponsor or its affiliates would be purchased at a price no higher than the redemption price for the public shares, which is currently estimated to be approximately $11.08 per share as of December 31, 2023. Any public shares so purchased would not be voted by the Sponsor or its affiliates at the shareholder meeting held to approve the business combination and would not be redeemable by the Sponsor or its affiliates. The purpose of such share purchases and other transactions would be to decrease the number of redemptions. If such transactions are effected, the consequence could cause the business combination to be completed in circumstances where such would not otherwise be obtained. In addition, if such purchases are made, the public “float” of our shares following completion of the business combination and the number of beneficial holders of our shares may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our shares on Nasdaq or another national securities exchange or reducing the liquidity of the trading market for our shares.

Other than as expressly stated herein, our Sponsor, officers and directors have no current commitments, plans or intentions to engage in such purchases or other transactions and have not formulated any terms or conditions for any such purchases or other transactions. None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions.

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

You are not entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,001 and have filed a Current Report on Form 8-K including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections of those rules. Among other things, this means our units were immediately tradable after completion of our initial public offering and we have a longer period of time to complete our initial business combination than companies subject to Rule 419. Moreover, if our initial public offering had been subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial business combination.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A Shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A Shares.

If we seek shareholder approval of our initial business combination, and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to the Excess Shares. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

We expect to encounter 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 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 similar or greater technical, human and other resources to ours 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 that we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, 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, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the Trust Account are insufficient to allow us to operate until October 29, 2024, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.

As of December 31, 2023, we had cash of $13,755 held outside the Trust Account to fund our working capital requirements. We believe that the funds available to us outside of the Trust Account may not be sufficient to allow us to operate until October 29, 2024, assuming that our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we were required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances 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 loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants.

If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public shareholders may only receive an estimated $11.08 per share estimated as of December 31, 2023, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (except for our independent registered public accounting firm), prospective target businesses and 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 Account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust 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 advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. The underwriters of our initial public offering as well as our registered independent public accounting firm did not execute agreements with us waiving such claims to the monies held in the Trust Account.

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 to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is 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 Account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business 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 ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.20 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement entered into in connection with our initial public offering, our sponsor has agreed that it will be liable to us if, and to the extent, any claims by a third party for services rendered, products sold to us or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its 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 and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public shareholders may be reduced below $10.20 per share.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy, winding-up or insolvency petition or an involuntary bankruptcy, winding-up or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, by paying public shareholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy, winding-up or insolvency petition or an involuntary bankruptcy, winding-up or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy, winding-up or insolvency petition or an involuntary bankruptcy, winding-up or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that, immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to ~~claims,~~ ~~by paying public shareholders from the Trust Account prior to addressing the~~ claims ~~of creditors~~. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine and to imprisonment for five years in the Cayman Islands.

The SEC has recently adopted final 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 rules 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 the SPAC Rules may cause us to liquidate the Company at an earlier time than we might otherwise choose.

On January 24, 2024, the SEC adopted final rules (the “SPAC Rules”) relating, among other things, to disclosures in SEC filings in connection with Business Combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; and the use of projections by SPACs in SEC filings in connection with proposed business combination transactions. In connection with the issuance of the SPAC Rules, the SEC also issued guidance (the “SPAC Guidance”) regarding the potential liability of certain participants in business combination transactions and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The need for compliance with the SPAC Rules and the SPAC Guidance may cause us to liquidate the Company at an earlier time than we might otherwise choose. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with the SPAC Rules, the SPAC Guidance, or pursuant to the SEC’s views expressed in the SPAC Rules, may increase the costs and time of negotiating and completing an initial business combination, and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rules and the SPAC Guidance may cause us to liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

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.

As described further above, the SPAC Guidance relates, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder.

Because the SPAC Guidance is fact-specific, there remains uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements and we may abandon our efforts to complete an initial Business Combination and instead liquidate the Company. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

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. 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~~Business toCombination ~~negotiate and~~or ~~complete~~another ~~an initial~~ business combination, and our results of operations.

17You will be unable to ascertain the merits or risks of any particular target business’s operations.

WeUpon ~~may~~completion ~~not~~of ~~hold~~the anBusiness Combination, ~~annual~~we ~~general~~will ~~meeting~~be ~~until~~affected ~~after~~by the ~~consummation~~risks inherent in the business and operations of our ~~initial~~target entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our Class A ordinary shares will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available a business combination target. Accordingly, ~~which~~any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could ~~delay~~suffer a reduction in the ~~opportunity~~value ~~for~~of ~~our~~their securities. Such shareholders or warrant holders are unlikely to ~~appoint~~have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition, as holders of our Class A Shares, our public shareholders will not have the right to vote on the appointment of directors until after the consummation of our initial business combination.7

When we look for an alternate business combination target, we will not be limited to evaluating a target business in a particular industry sector, and you will be unable to ascertain the merits or risks of any particular target business’s operations.

We may pursue an initial business combination opportunity in any industry or sector, except that our Articles prohibits us from effectuating a business combination with another blank check company or similar company with nominal operations.

For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our Units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available a business combination target. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that the target business with which we enter into our initial business combination will not have some or all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

We may choose to incur additional debt to complete an initial business combination. ~~We,~~The and our officers, have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

●

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

●

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves with-out a waiver or renegotiation of that covenant;

●

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

●

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

●

our inability to pay dividends on our Class A Shares;

●

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A Shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

●

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

●

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

●

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

WeIf ~~may~~we ~~only~~do benot ~~able to~~ complete ~~one business combination with~~ the ~~proceeds~~Business ~~of our~~Combination ~~initial~~with ~~public~~SharonAI, ~~offering~~we ~~and~~may ~~the~~seek ~~sale~~acquisition ofopportunities ~~the~~with ~~private~~an ~~placement~~early-stage ~~warrants~~company, ~~which will cause us to be solely dependent on~~ a ~~single~~financially unstable business, ~~which~~or ~~may~~an ~~have~~entity ~~a limited number~~lacking ofan ~~products~~established orrecord ~~services. This lack~~ of ~~diversification~~revenue ~~may~~or ~~negatively impact our operations and profitability~~earnings.

~~The~~While ~~net~~we ~~proceeds~~intend ~~from~~on completing our ~~initial~~Business ~~public~~Combination ~~offering~~with ~~and~~SharonAI, ~~the~~if ~~private~~we ~~placement~~do ofnot ~~warrants~~and ~~provided~~we uscomplete our initial business combination with ~~$231~~an early-stage company,~~950,000~~ ~~that~~a financially unstable business or an entity lacking an established record of sales or earnings, we may ~~use~~be toaffected ~~complete~~by ~~our~~numerous ~~initial~~risks ~~business~~inherent ~~combination~~in the ~~(after~~operations ~~taking~~of ~~into~~the ~~account~~business ~~the~~with ~~$8,800,000~~which ofwe ~~deferred~~combine. ~~underwriting~~These ~~commissions~~risks ~~being~~include investing in a business without a proven business model and with ~~held~~limited historical financial data, volatile revenues or earnings, intense competition and difficulties in ~~the~~obtaining ~~Trust~~and ~~Account)~~retaining key personnel. ~~Following~~Although our officers and directors will endeavor to evaluate the ~~Extensions~~risks inherent in a particular target business, aswe may not be able to properly ascertain or assess all of ~~December 31,~~the ~~2023,~~significant risk factors and we ~~had~~may ~~approximately~~not ~~$23~~have adequate time to complete due diligence. Furthermore,~~332,031~~ ~~remaining~~some inof these risks may be outside of our ~~Trust~~control ~~Account~~and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

19We have entered into a Business Combination Agreement with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

WeThe ~~may~~target ~~effectuate~~company anin ~~initial~~our ~~business~~Business Combination ~~combination~~Agreement ~~with~~is a ~~single~~privately ~~target~~held ~~business~~company. ~~or multiple~~Very ~~target~~little ~~businesses~~public ~~simultaneously~~information orgenerally ~~within~~exists aabout ~~short~~private ~~period~~companies, ofand ~~time. However,~~ we ~~may not~~ could be ~~able~~required to ~~effectuate~~make our ~~initial~~decision ~~business~~on ~~combination~~whether ~~with~~to ~~more~~pursue ~~than~~a ~~one target~~potential initial business ~~because~~combination ofon ~~various factors, including~~ the ~~existence~~basis of ~~complex~~limited ~~accounting issues~~information, ~~and the requirement that we prepare and file pro forma financial statements~~which ~~with~~may ~~the~~result ~~SEC~~in ~~that present operating results and the financial condition of several target businesses as if they had been operated on~~ a ~~combined basis. By completing our initial~~ business combination with ~~only~~ a ~~single~~company ~~entity,~~that ~~our~~is ~~lack~~not ofas ~~diversification~~profitable ~~may~~(if ~~subject~~at usall) toas ~~numerous economic, competitive and regulatory developments. Further,~~ we ~~would~~believed ~~not~~at ~~be able to diversify our operations or benefit from~~ the ~~possible~~time ~~spreading~~ of ~~risks~~signing ~~or offsetting of losses, unlike other entities, which may have~~ the ~~resources~~ agreement to ~~complete~~acquire ~~several~~such ~~business~~private ~~combinations~~company ~~in different industries~~ or ~~different~~that ~~areas~~fails ofto ameet ~~single~~the ~~industry.~~projections ~~Accordingly,~~upon ~~the~~which ~~prospects for~~ our ~~success~~valuation may be: based.

~~● solely dependent upon the performance of a single business, property or asset; or~~8

●If ~~dependent~~we ~~upon~~do ~~the~~not ~~development~~complete orour ~~market~~Business ~~acceptance~~Combination with ofSharonAI, awe ~~single~~may orseek ~~limited~~business ~~number~~combination opportunities with a high degree of ~~products~~complexity that require significant operational improvements, which ~~processes~~could delay or ~~services~~prevent us from achieving our desired results.

~~This~~We ~~lack~~may ofseek ~~diversification~~business ~~may~~combination opportunities ~~subject~~with uslarge, tohighly ~~numerous~~complex ~~economic,~~companies ~~competitive~~that ~~and~~we believe would benefit from operational improvements. To the extent we were ~~regulatory~~unable ~~risks,~~to ~~any~~implement such improvements or ~~all~~our ofefforts ~~which~~are ~~may~~delayed ~~have~~or awe ~~substantial~~are ~~adverse~~unable ~~impact~~to ~~upon~~achieve the ~~particular~~ ~~industry~~desired inimprovements, ~~which~~the webusiness combination may ~~operate~~not ~~subsequent~~be toas ~~our~~successful ~~initial~~as ~~business~~we ~~combination~~anticipate.

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that 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 business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. If we seek to complete multiple business combinations, 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 are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

We may seek acquisition opportunities with an early stage-company, a financially unstable business or an entity lacking an established record of revenue or earnings. To the extent we complete our initial business combination with an early-stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

We may seek a target which is a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable (if at all) as we believed at the time of signing an agreement to acquire such private company or that fails to meet the projections upon which our valuation may be based.

We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.

We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.

To the extent we complete an initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders or warrant holders do not agree.

Our Articles does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Any agreement for an initial business combination with a target may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. Nevertheless, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares. In the event the aggregate cash consideration we would be required to pay for all Class A Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of any business combination agreement exceeds the aggregate amount of cash available to us, and such condition is not waived, we will not be able to complete the business combination or redeem any shares in connection with such initial business combination, all Class A Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our Articles or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our memorandum and articles of association will require a special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then-outstanding private placement warrants. In addition, our Articles requires us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our Articles to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination by October 29, 2024 or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of our securities, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

The provisions of our Articles that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of a special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders, which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our Articles to facilitate the completion of an initial business combination that some of our shareholders may not support.

Our Articles provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended by special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our ordinary shares entitled to vote thereon. Our initial shareholders, who collectively beneficially own approximately 51% of our ordinary shares, may participate in any vote to amend our Articles and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our Articles which govern our pre-business combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our memorandum and articles of association.

Our Sponsor, officers and directors have agreed, pursuant to written agreements with us, that they will not propose any amendment to our Articles to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by October 29, 2024 or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A 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 Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

Certain agreements related to our initial public offering may be amended without shareholder approval.

Each of the agreements related to our initial public offering to which we are a party, other than the warrant agreement and the investment management trust agreement, ~~may~~ may be amended without shareholder approval. Such agreements are: (i) the underwriting agreement; (ii) the letter agreement among us and our initial shareholders, sponsor, officers and directors; and (iii) the registration rights agreement among us and our initial shareholders; (iv) the private placement warrants purchase agreement between us and ~~our~~ ~~sponsor; and (v) the administrative services agreement among us,~~ our sponsor ~~and an affiliate of our sponsor~~. These agreements contain various provisions that our public shareholders might deem to be material. For example, our letter agreement and the ~~underwriting~~contains ~~agreement contain~~ certain lock-up provisions with respect to the founder shares, private placement warrants and other securities held by our initial shareholders and our management team. Amendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons, including facilitating our initial business combination. ~~While~~It ~~we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it~~ may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into in connection with the consummation of our ~~initial~~Business ~~business~~Combination ~~combination~~ will be disclosed in our proxy materials or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our shareholders, may result in the completion of ~~our~~the ~~initial~~Business ~~business~~Combination ~~combination~~ that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. Such agreement may have an adverse effect on the price of our securities.

We may be unable to obtain additional financing to complete athe ~~proposed~~Business Combination or any alternate business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

WeIn ~~may~~the beBusiness ~~required~~Combination Agreement with SharonAI, we have agreed to ~~seek~~take ~~additional~~commercially ~~financing~~reasonable efforts to ~~complete~~obtain an ~~initial~~investment ~~business~~of ~~combination~~equity or debt securities of an amount in excess of $5 million.

ToWhile ~~the~~it ~~extent~~is ~~that~~not ~~additional~~a ~~financing~~condition ~~proves~~ to ~~be unavailable when needed to complete~~ our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of ~~our initial business combination for general corporate purposes, including for maintenance or expansion of operations of~~ the ~~post-transaction businesses,~~Business ~~the payment of principal or interest due on indebtedness incurred in completing our initial business combination~~Combination, ~~or to fund the purchase of other companies. If~~ we ~~are~~ ~~unable to complete our initial business combination, our public shareholders~~ may ~~only~~ receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business in the future. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our ~~initial business combination~~Business Combination.

239

Our Sponsor and initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

Our Sponsor initial shareholders own approximately 7381% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our Articles. If our ~~initial~~Sponsor initial shareholders purchase any additional Class A Shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our Sponsor, initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A Shares. In addition, our board of directors, whose members were elected by our sponsor, is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold an annual general meeting to elect new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination.

~~Because~~We we must furnish our shareholders with target business financial statements~~, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses~~.

The federal proxy rules require that the proxy statement with respect to the vote on athe ~~proposed~~Business ~~business~~Combination ~~combination~~ include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be, required to be prepared in accordance with, or be reconciled to, GAAP or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances. ~~These~~Preparation ~~financial~~of ~~statement~~these ~~requirements~~financial statements may ~~limit~~delay the ~~pool~~timing ofat ~~potential~~which ~~target~~the ~~businesses we~~Business ~~may~~Combination ~~acquire because some targets~~ may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time framecompleted.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual Report on Form 10-K for the year ~~ending~~ ending December 31, ~~2023~~2024. 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 comply with the independent registered public accounting firm attestation ~~requirement~~ requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

2410

Changes in the market for directors’ and officers’ liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

Over the past year, the market for directors’ and officers’ liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.

The increased cost and decreased availability of directors’ and officers’ liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors’ and officers’ liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims, or run-off insurance. The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

We have no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement if it does not complete an initial business combination by October 29, 2024. As such, there is a risk that we will be unable to continue as a going concern if it does not consummate an initial business combination by the applicable deadline. If we are unable to effect an initial business combination by the deadline, we will be forced to liquidate.11

We are a blank check company, and as we have no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by October 29, 2024. There can be no assurance that we will complete a business combination by this time. If we do not complete its initial business combination by October 29, 2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company board, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

Risks Relating to the Post-Business Combination Company

Subsequent to our completion of ~~our~~the ~~initial~~Business Combination or any alternate business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges ~~that~~ that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine such as SharonAI, we cannot assure you that this diligence will identify all material issues that may be present with the target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside such other target business’s control and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by ~~virtue~~ virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the Business Combination or any alternate business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete ~~our initial business combination, our public shareholders may only receive their pro rata portion of~~ the ~~funds~~Business ~~in the~~Combination ~~Trust~~or ~~Account~~an ~~that~~alternate ~~are~~business ~~available for distribution to public shareholders~~combination, ~~and~~ our warrants will expire worthless.

WeThe ~~anticipate that the~~ investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments ~~will~~ ~~require~~ requires substantial management time, attention and substantial costs for accountants, attorneys and others. If we ~~decide~~are ~~not~~unable to complete the Business Combination or an ~~initial~~alternate business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, we may fail to complete an initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete ~~our~~a ~~initial~~ business combination, our ~~public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our~~ warrants will expire worthless.

Our ability to successfully effect ~~our~~the ~~initial~~Business Combination ~~business combination~~ and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our ~~initial~~Business ~~business~~Combination ~~combination~~ is dependent upon the efforts of our key personnel. However the role of our key personnel, should we pursue an alternate target business cannot presently be ascertained. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

2612

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.

We may have a limited ability to assess the management of an alternate target business and, as a result, may complete our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective target business including SharonAI, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they ~~are~~ are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications, or abilities necessary to profitably operate such business.

We will only complete such business 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 us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A Shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A Shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A Shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

2713

If we effect our initial business combination with a company with operations located outside of the United States such as SharonAI, we would be subject to a variety of additional risks that may adversely affect us.

If we pursue a target business with operations or opportunities outside of the United States such as SharonAI for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. Furthermore, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to ~~and~~ and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

●

costs and difficulties inherent in managing cross-border business operations;

●

rules and regulations regarding currency redemption;

●

complex corporate withholding taxes on individuals;

●

laws governing the manner in which future business combinations may be effected;

●

exchange listing and/or delisting requirements;

●

tariffs and trade barriers;

●

regulations related to customs and import/export matters;

●

local or regional economic policies and market conditions;

●

unexpected changes in regulatory requirements;

●

challenges in managing and staffing international operations;

●

longer payment cycles;

●

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

●

currency fluctuations and exchange controls;

●

rates of inflation;

●

challenges in collecting accounts receivable;

●

cultural and language differences;

●

employment regulations;

●

underdeveloped or unpredictable legal or regulatory systems;

●

corruption;

●

protection of intellectual property;

●

social unrest, crime, strikes, riots and civil disturbances;

●

regime changes and political upheaval;

●

terrorist attacks and wars, including the war between Russia and Ukraine; and

●

deterioration of political relations with the United States.

We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

2915

Risks Relating to our Management Team

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers, directors and advisors to the fullest extent permitted by law. However, ~~our officers, directors and advisors have agreed to waive~~ any ~~right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any~~ indemnification provided will be able to be satisfied by us only if ~~(i)~~ we have sufficient funds ~~outside of the Trust Account or (ii) we consummate an initial business combination~~. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing ~~the~~ the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only. Past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of the performance of our management team’s or businesses associated with them as indicative of our future performance of an investment in us or the returns we will, or is likely to, generate going forward.

WeIf we do not complete the Business Combination with SharonAI, we may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

WeIf we do not complete the Business Combination with SharonAI, we may consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable than a direct investment, if an opportunity were available, in a business ~~combination~~ combination candidate. In the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

3016

Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our search for an initial business combination target and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he or she may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

~~Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses.~~ Each of our officers and ~~directors~~ directors presently has, 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 combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be ~~resolved~~ resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our Articles provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have ~~any~~ 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 on the other. Any such companies, businesses or ventures may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts of interest would materially affect our ability to complete an initial business combination.

Our ~~sponsor~~Sponsor or officers may form other blank check companies including special purpose acquisition ~~companies~~corporations in the future, which may occur prior to our completing our ~~initial~~Business ~~business combination~~ Combination and could cause conflicts of interest.

Our ~~sponsor~~Sponsor or our officers may sponsor or form other blank check companies including special purpose acquisition companies in the future, which may occur ~~while~~prior weto ~~are~~completion of ~~still~~our ~~seeking~~Business ~~an initial business combination~~Combination. Any such companies may pursue similar targets and compete with us for business combination opportunities. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. Consequently, we may be precluded from procuring such opportunities and such opportunities may be ~~presented~~ presented to such other companies instead of us. However, we do not currently expect any other blank check company would materially affect our ability to complete the Business Combination.

Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, if we do not complete the Business Combination, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.

WeIf we do not complete the Business Combination, we may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest.

In light of the involvement of our ~~sponsor~~Sponsor, executive officers and directors with other entities, if we do not complete the Business Combination, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or existing holders. Our directors also serve as officers and board members for other entities. Such entities may compete with us for business combination opportunities. Our ~~sponsor~~Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our independent and disinterested directors. ~~Despite our~~Potential agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

Since our sponsor, executive officers and directors will lose their entire investment in us if an initial business combination is not completed ~~(other~~and ~~than~~we ~~with~~decide ~~respect~~ to ~~public shares they have acquired or may acquire)~~liquidate, a conflict of interest may ~~arise~~ exist in determining whether athe ~~particular~~Business Combination or an alternate business combination target is appropriate for our initial business combination.

On April 29, 2021, our Former Sponsor paid $25,000 to purchase 5,750,000 founder shares, or approximately $0.004 per share. Prior to the initial investment in the Company of $25,000 by the ~~sponsor~~Former Sponsor, the ~~company~~Company had no assets, tangible or intangible. The founder shares will be worthless if we do not complete an initial business combination. In addition, our ~~sponsor~~Former Sponsor purchased an aggregate of 10,750,000 warrants, at a price of of $1.00 per private placement warrant, each exercisable for one Class A Share at $11.50 per share, for an aggregate purchase price of $10,750,000, or $1.00 per warrant, that will also be worthless if we do not complete our initial business combination. In connection with the Transaction, the Sponsor purchased 4,312,500 founders shares and 8,062,500 private placement warrants from the Former Sponsor for $1.00 The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target ~~business~~ business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. ~~This risk may become more acute as October 29, 2024 nears, which is the deadline for our completion of an initial business combination.~~

3218

Risks Relating to our Securities

~~You~~Holders ~~will~~of ~~not~~our ~~have~~Class ~~any~~A ~~rights~~Shares orare ~~interests~~not ~~in funds from the Trust Account, except~~entitled ~~under certain limited circumstances. Therefore,~~ to ~~liquidate~~vote ~~your~~on ~~investment,~~any ~~you may~~appointment beof ~~forced~~directors prior to ~~sell~~our ~~your~~initial ~~public~~business ~~shares or warrants, potentially at a loss~~combination.

Our public shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A Shares that such shareholder properly elected to redeem, subject to the limitations described herein; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our memorandum and articles of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by October 29, 2024 or during any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our memorandum and articles of association or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of our public shares if we are unable to complete an initial business combination by October 29, 2024, subject to applicable law and as further described herein. In addition, if our plan to redeem our public shares if we are unable to complete an initial business combination by October 29, 2024 is not completed for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in our Trust Account. In that case, public shareholders may be forced to wait beyond 36 months from the closing of our initial public offering before they receive funds from our Trust Account. In no other circumstances will a public shareholder have any right or interest of any kind in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Nasdaq may delist our securities from its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our units, Class A Shares and warrants are currently listed on Nasdaq. We cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum average global market capitalization and a minimum number of holders of our securities. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share and the publicly held shares would be required to be at least $20 million and we would be required to have a minimum of 400 round lot holders and 1,000,000 publicly held shares. We cannot assure you that we will be able to meet those initial listing requirements at that time.

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

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● a determination that our Class A Shares are a “penny stock” which will require brokers trading in our Class A 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 Shares and Public Warrants have been approved to be listed on Nasdaq, our units, Class A Shares and warrants qualify as covered securities under the statute. 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, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

Holders of our Class A Shares will not be entitled to vote on any appointment of directors prior to our initial business combination.

Prior to our initial business combination, only holders of our Class B Shares will have the right to vote on the appointment of directors. Holders of our Class A Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our Class B Shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the completion of an initial business combination.

Our ordinary shares are categorized as a “penny stock,” which may make it more difficult for investors to sell their ordinary shares due to suitability requirements.

After our voluntary delisting from Nasdaq, our ordinary shares are categorized as a “penny stock.” This designation imposes additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer buying our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities given the increased risks generally inherent in penny stocks. These rules may restrict the ability and/or willingness of brokers or dealers to buy or sell our ordinary shares, either directly or on behalf of their clients, may discourage potential stockholders from purchasing our ordinary shares, or may adversely affect the ability of shareholders to sell their shares.

An investment in our securities may result in uncertain or adverse U.S. federal income tax consequences.

An investment in our securities may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units we issued in our initial public offering, the allocation an investor makes with respect to the purchase price of a unit between the Class A Share and the one-half of a warrant to purchase one Class A Share included in each unit could be challenged by the Internal Revenue Service, the IRS or courts. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants included in the units we issued in our initial public offering is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. Holder’s holding period for purposes of determining whether any dividends we pay would be considered “qualified dividends” for U.S. federal income tax purposes. As used herein, the term “U.S. Holder” means a beneficial owner of our Class A Shares or warrants that is for U.S. federal income tax purposes: an individual citizen or resident of the United States; a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized under the laws of the United States, any state thereof or the District of Columbia; an estate the income of which is subject to U.S. federal income taxation regardless of its source; or a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (B) it has in effect under applicable U.S. Treasury regulations a valid election to be treated as a U.S. person. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.

We may be a controlled foreign corporation (CFC) which could result in adverse U.S. federal income tax consequences to U.S. investors.

If a U.S. shareholder owns 10% or more of our ordinary shares, it may be subject to increased U.S. federal income taxation under the CFC rules. A non-U.S. corporation will be classified as a CFC for any particular taxable year, if U.S. persons (including individuals and entities) who own (directly, indirectly, or constructively) 10% or more of the voting power or value of shares, or 10% U.S. Shareholders, own, in the aggregate, more than 50% of the total combined voting power or value of the shares. In determining whether a shareholder is treated as a 10% U.S. Shareholder, the voting power of the shares and any special voting rights, such as to appoint directors, may also be taken into account. In addition, certain constructive ownership rules apply, which attribute share ownership among certain family members and certain entities and their owners. Such constructive ownership rules may also attribute share ownership to persons that are entitled to acquire shares pursuant to an option. Shareholders who own, or contemplate owning, 10% or more of our shares (taking into account the impact of any share repurchases we may undertake and the constructive ownership rules) are urged to consult their tax advisors.

3419

We may be a passive foreign investment company (PFIC) which could result in adverse U.S. federal income tax consequences to U.S. investors.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements.

We believe we were a PFIC for our taxable year ended December 31, ~~2023~~2024 and we may be classified as a PFIC for the current taxable year. Our PFIC status for each taxable year will depend on several factors, including the composition of our income and assets and the value of our assets (which may be determined in part by reference to the market value of our Class A Shares). Further, our PFIC status for the current taxable year or any other taxable year may not be determined until after the close of the taxable year.

Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any future taxable year. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder upon request such information as the IRS may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules.

We may re-domicile or reincorporate in another jurisdiction in connection with our initial business combination, which may result in taxes imposed on shareholders and warrant holders.

WeAs is contemplated by the Business Combination Agreement, we may, in connection with an alternate business combination, re-domicile or reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders and warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

Registration of the Class A Shares issuable upon exercise of the warrants under the Securities Act or any state securities laws may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

Under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination, we will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement filed in connection with our initial public offering or a new registration statement covering the registration under the Securities Act of the Class A Shares issuable upon exercise of the warrants and thereafter will use commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A Shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

3520

If the Class A Shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis, in which case the number of Class A Shares that warrant holders will receive upon cashless exercise will be based on a formula.

In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A Shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its transferees (which may include our directors and executive officers) would be able to sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If our Class A Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.

In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws.

Warrant holders may only be able to exercise their public warrants on a “cashless basis” under certain circumstances, and if a warrant holder does so, it will receive fewer Class A Shares from such exercise than if it were to exercise such warrants for cash.

The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A Shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the Class A Shares is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) of our Class A Shares (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” for purposes of this calculation (other than in connection with a redemption) is the average last reported sale price of the Class A Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. If we have elected to call the public warrants for redemption when the price per Class A Share equals or exceeds $18.00 per share, the “fair market value” for purposes of this calculation is the volume weighted average price of our Class A Shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. As a result, you would receive fewer Class A Shares from such exercise than if you were to exercise such warrants for cash.

3621

The registration rights granted to our initial shareholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A Shares.

Pursuant to a registration rights agreement entered into concurrently with our initial public offering, our initial shareholders and their permitted transferees can demand that we register the Class A Shares that they hold (including Class A Shares into which their Class B Shares are convertible), holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A Shares issuable upon exercise of the private placement warrants, holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A Shares issuable upon conversion of such warrants ~~and forward purchasers can demand that we register the forward purchase securities~~. We will bear the cost of registering these securities.

The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A Shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A Shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.

IfThe weBusiness ~~complete~~Combination anAgreement ~~initial~~requires ~~business~~that we ~~combination,~~a wesignificant ~~may~~amount ~~issue~~of additional ~~Class A Shares or preference~~ shares to complete such initial business combination, and any alternative business combination agreement would require the same. In addition, we may issue such shares under an employee incentive plan after completion of our initial business combination. We may also issue Class A Shares upon the conversion of the Class B Shares at a ratio greater than one-to-one at the time of such initial business combination as a result of the anti-dilution provisions contained in our Articles. Any such issuances would dilute the interest of our shareholders and likely present other risks.

Our Articles authorize the issuance of up to 200,000,000 Class A Shares, par value $0.0001 per share, 20,000,000 Class B Shares, par value $0.0001 per share, and 1,000,000 ~~preference~~ preference shares, par value $0.0001 per share. As of December 31, ~~2023~~2024, there are 25,~~119~~836,~~236~~553 and 575,~~750,~~000 issued and outstanding ~~redeemable~~ Class A Shares and ~~non-redeemable~~ Class ~~A and Class~~ B Shares, respectively. The Class B Shares are automatically convertible into Class A Shares concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our memorandum and articles of association, including in certain circumstances in which we issue Class A Shares or equity-linked securities related to our initial business combination. As of the date of this Annual Report, there are no preference shares issued and outstanding.

WeThe ~~may~~Business ~~issue~~Combination ~~additional~~Agreement calls ~~ordinary~~for ~~shares~~us to ~~complete~~issue ~~such~~560,835,633 ~~alternate~~additional ~~initial~~shares ~~business combination~~of orCommon ~~under~~Stock anadditional ~~employee~~shares. ~~incentive~~It ~~plan~~also ~~after~~provides ~~completion~~for ofthe ~~our~~adoption ~~initial~~of ~~business~~an equity ~~combination~~incentive plan post-closing. We may also issue Class A Shares to redeem the warrants or upon conversion of the Class B Shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein in connection with such alternate initial business combination. However, our memorandum and articles of association provides, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our Articles to (x) extend the time we have to consummate a business combination beyond October 29, 2024 or (y) amend the foregoing provisions. These provisions of our memorandum and articles of association, like all provisions of our memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ~~ordinary~~ shares ~~or preference shares, including pursuant to the forward purchase agreements~~:

● ~~may~~will significantly dilute the equity interest of investors ~~in our initial public offering~~;

●

may subordinate the rights of holders of Class A Shares if preference shares are issued with rights senior to those afforded our Class A Shares;

●

could cause a change in control if a substantial number of Class A Shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

● may adversely affect prevailing market prices for our ~~units,~~ Class A Shares and/or warrants.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants and forward purchase warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A Shares purchasable upon exercise of a warrant could be decreased, all without your approval.22

~~Our~~We ~~warrants~~may ~~were~~amend ~~issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that~~ the terms of the warrants ~~may~~in bea ~~amended without the consent of any holder to~~manner ~~cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change~~ that ~~adversely affects the interests of the registered holders of public warrants and forward purchase warrants. Accordingly, we~~ may ~~amend~~be ~~the terms of the public warrants in a manner~~ adverse to ~~a holder if~~ holders of ~~at least 50% of the then-outstanding~~ public warrants ~~and forward purchase warrants approve of such amendment and, solely~~ with ~~respect to any amendment to~~ the ~~terms~~approval ofby the ~~private~~holders ~~placement warrants or any provision~~ of the warrant agreement with respect to the private placement warrants, 50% of the number of the then-outstanding private placement warrants. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants. ~~and~~As ~~forward~~a ~~purchase warrants is unlimited~~result, ~~examples~~ ~~of such amendments could be amendments to, among other things, increase~~ the exercise price of ~~the~~your warrants, ~~convert~~could ~~the~~be ~~warrants into cash or shares (at a ratio different than initially provided)~~increased, ~~shorten~~ the exercise period orcould ~~decrease~~be shortened and the number of Class A Shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then-outstanding private placement warrants. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares (at a ratio different than initially provided), shorten the exercise period or decrease the number of Class A Shares purchasable upon exercise of a warrant.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York, or a foreign action, in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions, or an enforcement action, and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

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We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sale price of our Class A Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. None of the private placement warrants will be redeemable by us in these circumstances for so long as they are held by our sponsor or its permitted transferees. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.

In addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant, upon a minimum of 30 days’ prior written notice of redemption, provided that the last reported sale price of our Class A Shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Class A Shares determined based on the redemption date and the fair market value of our Class A Shares. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time when the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of Class A Shares received is capped at 0.361 Class A Shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

Our warrants and founder shares may have an adverse effect on the market price of our Class A Shares and make it more difficult to effectuate our initial business combination.

We issued warrants to purchase 11,500,000 Class A Shares as part of the units offered in our initial public offering and, simultaneously with the closing of our initial public offering, we issued in a private placement an aggregate of 10,750,000 private placement warrants, each exercisable to purchase one Class A Share at $11.50 per share. ~~We may also issue up to 4,800,000 forward purchase warrants in connection with the issuance of forward purchase securities under the forward purchase agreements.~~ Our initial shareholders (including the New Sponsor) currently own an aggregate of 5,750,000 founder shares, which consists of 5,675,000 Class A Shares held by our Sponsor which 5,650,000 and 25,000 shares were converted from Class B Shares on January 18, 2023 and June 26, 2023, respectively, and 75,000 Class B Shares held by our independent directors. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors makes any working capital loans, such lender may convert those loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant.

To the extent we issue Class A Shares for any reason, the potential for the issuance of a substantial number of additional Class A Shares upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A Shares and reduce the value of the Class A Shares issued to complete the business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

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Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.

Each unit contains one-half of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A Shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

If (i) we issue additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price (as defined in the warrant agreement) of less than $9.20 per Class A Share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value (as defined in the warrant agreement) of our Class A Shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

An active trading market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 outbreak and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases). Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

Our warrants are accounted for as a warrant liability and are recorded at fair value with any changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our securities or may make it more difficult for us to consummate an initial business combination.

We currently have 22,250,000 warrants outstanding. We account for these warrants as a warrant liability, which means that we record them at fair value with any changes in fair value each period reported in earnings as determined by us based upon a valuation report obtained from an independent third-party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities, including as a result of increased volatility in our earnings due to fluctuations in the value of the warrants as well as increased costs associated with obtaining such valuations. In addition, potential targets may seek a business combination partner that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

4025

General Risk Factors

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of December 31, ~~2023~~2024, we had $136,~~755~~738 in cash and working capital deficit of $12,~~291~~021,~~564~~686. Further, we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Our plans to raise capital and to consummate our initial business combination may not be successful. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans to address this need for capital are discussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report. The financial statements contained in this Annual Report do not include any adjustments that might result from the outcome of this uncertainty.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we 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 internal controls 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 nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A Shares held by non-affiliates equals or exceeds $700 million as of any June 30 before that time, in which case, we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

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

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Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equaled or exceeded $250 million as of the prior June 30^th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the prior June 30^th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Provisions in our Articles and Cayman Islands law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A Shares and could entrench management.

Our memorandum and articles of association contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Provisions in our memorandum and articles of association and Cayman Islands law may have the effect of discouraging lawsuits against our directors and officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

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

Cyber incidents or attacks directed at us 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 which 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 may not have 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 adverse consequences on our business and lead to financial loss.

Because we are incorporated under the laws of the Cayman Islands, your ability to protect your rights through the U.S. Federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs will be governed by our memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders’ derivative action in a Federal court of the United States.

We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely: (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities law of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given, provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy or the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity

We are a ~~SPAC~~blank ~~with~~check company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks ~~from~~ from cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our IPO.

Item 2. Properties.

We do not own any real estate or other physical properties materially important to our operation. We currently maintain our principal executive offices at 2349 Collins Avenue, Suite 402, Miami Beach, FL ~~33141~~33139 and our telephone number is 949-720-7133. Our executive offices are provided to us by our Sponsor. We consider our current office space adequate for our current operations.

Item 3. Legal Proceedings.

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

Item 4. Mine Safety Disclosures.

Not applicable.

4429

PART II

Market Information

Our ~~units,~~ Class A Shares and warrants are each traded onin the ~~Nasdaq~~OTC ~~Global~~ Market under the symbols “~~USCTU~~USCTF,” ~~“USCT”~~ and “~~USCTW~~USTWF,” respectively. Our units commenced public trading on October 27, 2021, and our Class A Shares and warrants commenced separate public trading on December 17, 2021 initially on the Nasdaq Stock Market LLC. Effective April 25, 2024, the Company voluntarily delisted its securities from Nasdaq and they began being quoted in the OTC Market.

Holders

On ~~April~~March 927, ~~2024~~2025, there was 48 ~~one~~holders ~~holder~~ of record of ~~our Units, 21 holder~~ of ~~records of~~ our Class A Shares, four holders of record of our Class B Shares and 1642 holders of record of our Warrants.

Dividends

We have not paid or declared any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business 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 combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of the board of directors at such time. Our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Use of Proceeds

None.

Item 6. [Reserved].

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

The following discussion and analysis of ~~our~~Roth CH Acquisition Co’s financial condition and results of operations should be read in conjunction with the audited financial statements, including the related notes, contained in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Overview

We are a blank check company incorporated on inApril 20, 2021 under the name “TKB Critical Technologies 1”, as a Cayman Islands exempted company for the purpose of of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization , or similar business combination with one or more businesses, which we refer to throughout this ~~Quarterly~~Annual Report as our initial business combination. Effective September 7, 2023, shareholders approved a change in the Company’s name to Roth CH Acquisition Co.

WeRecent ~~expect~~Developments to– ~~incur~~Business ~~significant costs in the pursuit of our initial business combination.~~Combination We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.Agreement

~~Proposed~~On January 28, 2025, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Roth CH Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (the “Domestication Sub”), Roth CH Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and SharonAI Inc., a Delaware corporation (“SharonAI Inc.”).

OnSharonAI ~~January 10,~~Inc. ~~2023,~~is ~~the Company entered into~~ a ~~business~~holding ~~combination agreement with Wejo Group~~company ~~Limited,~~formed anto ~~exempted~~acquire ~~company~~various ~~limited~~assets byfocused ~~shares~~on ~~incorporated~~or ~~under~~in the ~~laws~~high ofperformance ~~Bermuda~~ computing (“~~Wejo~~HPC”) ~~and Green Merger Subsidiary Limited~~ industry, anspecifically ~~exempted~~the ~~company~~artificial ~~incorporated~~intelligence ~~under~~field ~~the laws~~ of ~~the~~technology, ~~Cayman Islands~~ and aon ~~direct,~~the ~~wholly~~acquisition ~~owned subsidiary~~ of ~~Wejo (~~the ~~“Merger~~infrastructure ~~Sub 1”)~~ and ~~upon~~technology ~~execution of a joinder to the business combination agreement, each of~~associated ~~Wejo~~with ~~Holdings Limited, an exempted company limited by shares incorporated under~~ the ~~laws~~ ofdevelopment ~~Bermuda~~ and adelivery ~~wholly~~of ~~owned~~HPC ~~subsidiary~~services ofto ~~Wejo~~users ~~(“Holdco”)~~ and ~~Wejo~~applications ~~Acquisition~~which ~~Company~~require ~~Limited,~~both anlarge ~~exempted~~amounts ~~company~~of ~~limited~~graphic byprocessing ~~shares incorporated~~units ~~under the laws of Bermuda~~ and acentral ~~wholly~~processing ~~owned~~units ~~Subsidiary~~combined ~~of Holdco (the “Merger Sub 2,” and together~~ with ~~Merger~~expertise ~~Sub~~in 1,data ~~the “Merger Subs”) (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”)~~storage.

OnThe ~~June 25,~~Business ~~2023,~~Combination ~~the~~Agreement provides ~~Company~~that, ~~Wejo,~~among ~~Holdco,~~other ~~Merger~~things ~~Sub 1~~ and ~~Merger~~upon ~~Sub 2 entered into that certain Mutual Termination Agreement (“Termination Agreement”) pursuant to which~~ the ~~parties~~terms ~~mutually~~and ~~agreed~~subject to ~~terminate~~ the ~~Business~~conditions ~~Combination Agreement pursuant to Section 7.1(a)~~ thereof., ~~The Termination Agreement also includes mutual releases of~~ the ~~parties. No~~following ~~party~~transactions will beoccur ~~required~~(together with tothe ~~pay~~other aagreements ~~termination~~and ~~fee~~transactions ascontemplated aby ~~result of~~ the ~~mutual~~Business ~~decision to~~Combination ~~enter~~Agreement, ~~into~~ the ~~Termination Agreement.~~“Business Combination”):

~~The~~(1) ~~termination~~At least one Business Day prior to the Closing Date and on the terms and subject to the conditions of the Business Combination Agreement, ~~also~~the ~~terminated~~Company shall continue out of the ~~Voting~~Cayman ~~Agreement, dated~~Islands asand into the State of ~~January 10,~~Delaware ~~2023~~so as to re-domicile as and become a Delaware corporation by means of a merger (the “~~Wejo~~Domestication ~~Voting Agreement~~Merger”) ~~between~~of the Company with and ~~certain~~into ~~shareholders~~Domestication ofSub, ~~Wejo~~with ~~and~~the Domestication Sub as the ~~Voting~~surviving ~~Agreement,~~company ~~dated~~(the as“Domesticated Parent”) pursuant to the Companies Act (As Revised) of ~~January 10~~the Cayman Islands and the applicable provisions of the Delaware General Corporation Law, as ~~2023~~amended. (Upon the Domestication Merger, Domesticated Parent shall change its name to “~~Sponsor~~SharonAI ~~Voting~~Holdings, ~~Agreement~~Inc.”, and, thereafter (2) ~~between~~(a) the ~~Company,~~Merger ~~Sponsor~~Sub shall be merged with and ~~Directors~~into SharonAI, ~~pursuant~~ to(b) the ~~terms~~separate corporate existence of ~~the~~Merger ~~Wejo~~Sub ~~Voting~~shall ~~Agreement~~thereupon cease, and ~~Sponsor~~SharonAI ~~Voting~~shall ~~Agreement~~be the Surviving Corporation, ~~respectively~~and (c) the Surviving Corporation shall become a wholly-owned Subsidiary of the Domesticated Parent (the “Acquisition Merger”).

~~Conversion~~The Aggregate Merger Consideration is 560,835,633 shares of ~~Class~~Common BStock ~~Shares~~of the Domesticated Parent to be issued at the closing of the Business Combination. Completion of the Business Combination is subject to the satisfaction or waiver, where permissible, of various conditions to closing.

~~Effective~~Corporate as of January 18, 2023, pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”), the Sponsor elected to convert 5,650,000 Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares, with immediate effect. On June 28, 2023, holders of an aggregate of 25,000 outstanding Class B ordinary shares elected to convert those shares on a one-for-one basis into Class A ordinary shares, with immediate effect, leaving 75,000 Class B ordinary shares outstanding.History

~~Extensions~~Formation and Initial Public Offering. On October 29, 2021, we consummated our initial public offering of 23,000,000 units (the “Units”), including 3,000,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit consists of one Class A Ordinary Share, par value $0.0001 per share (the “Class A Shares”) and one-half of one warrant to purchase a Class A Share (the “Public Warrants”). Simultaneously with the closing of our initial public offering, we consummated the sale of 10,750,000 private placement warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to our former sponsor, TKB Sponsor I, LLC, (the “Former Sponsor”) generating proceeds of $10,750,000.

On January 27, 2023, the Company received shareholder approval to amend its Articles to extend the date by which it must complete an initial business combination from January 29, 2023 to June 29, 2023 (the “Extension”). Shareholders also approved an amendment to the Company’s Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company as trustee (the “Trust Agreement”), to make a corresponding extension to the date the Company must commence liquidation of the Trust Account from January 29, 2023 to June 29, 2023. In connection with the vote to approve the Extension, the holders of 17,533,296 Class A Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.38 per share, for an aggregate redemption amount of approximately $181.9 million. After the satisfaction of such redemptions, the balance in the Company’s Trust Account was approximately $56.7 million.31

46A total of $234,600,000 of the proceeds from the initial public offering and the sale of the Private Warrants was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).

OnOur ~~June 28,~~Units ~~2023,~~commenced ~~the~~public ~~Company held an extraordinary~~trading ~~general~~on meeting (the “Second Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the “Second Extension Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the “Articles”) to extend the date that the Company has to consummate a business combination from June 29, 2023 to October 2927, ~~2024~~2021 ~~(the~~on ~~“Extension Amendment”). The shareholders also approved a proposal (~~the ~~“Second~~Nasdaq ~~Trust Agreement~~Stock ~~Amendment~~Market ~~Proposal”) to amend the Company’s Trust Agreement~~LLC, to ~~make~~and aour ~~corresponding~~Class ~~extension~~A toShares ~~the~~and ~~date~~Public byWarrants ~~which~~commenced ~~the~~separate ~~Trustee~~public istrading on ~~obligated to liquidate the trust account to the later of (A) June~~December 2917, ~~2023~~ ~~provided~~2021. ~~that~~On ~~the Company may extend such date, monthly, up to October~~April 2925, 2024 ~~(i.e.: 36 months after the closing of the IPO provided that the Sponsor or its designee deposits the Monthly Deposit (as defined below) into the trust account)~~, ~~or (B) such later date as may be approved by~~ the Company’s ~~shareholders~~voluntarily indelisted ~~accordance~~its ~~with~~securities ~~the~~from ~~Company’s~~Nasdaq ~~amended~~ and ~~restated~~they ~~memorandum~~began ~~and articles~~being ~~of association. The term “Monthly Deposit” is defined in the Amendment~~quoted toon ~~mean an amount equal to~~ the ~~lesser~~OTC ~~of (x) $60,000 or (y) $0~~Markets.03 ~~per~~Our ~~public share multiplied by the number of public shares outstanding. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 3,347,468~~ Class A ~~ordinary~~Shares ~~shares~~and ~~properly exercised~~Public ~~their~~Warrants ~~right~~are toeach ~~redeem~~quoted ~~their~~on ~~shares for cash at a redemption price of approximately $10.64 per share, for an aggregate redemption amount of approximately $35,601,649. As of~~ the ~~date~~OTC ofMarkets ~~these~~under ~~financial statements,~~ the ~~Company~~symbols ~~has deposited an aggregate of $540~~“USCTF,~~000 into~~” ~~the trust account for a total of nine Monthly Deposits~~“and “USTWF,” ~~thereby extending the Business Combination period to March 29, 2024~~respectively.

~~Working~~Securities Transfer Agreement and Name Change. On June 25, 2023, the Company, the Former Sponsor, each independent director of the Company, and affiliates of Roth Capital ~~Advance~~Partners and Craig-Hallum Capital Group llc (the “New Sponsor”) entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which the Former Sponsor and the former directors of the Company sold to the Buyers, an aggregate of 4,312,500 Ordinary Shares consisting of 4,237,500 Class A Shares and 75,000 Class B Shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate purchase price (the “Purchase Price”) of $1.00 (the “Transaction”). Following the closing of the Transaction, the Former Sponsor has certain continuing rights, including a right of first refusal to repurchase the Transferred Securities in certain circumstances as set forth in the Agreement and the right to invest up to 25% of certain financings. The Transaction was consummated on June 28, 2023.

OnTermination January 26, 2023, in connection with the proposed Business Combination, Sponsor entered into a promissory note (the “Phelan Note”) with Daniel Phelan (“Lender”), which provides for working capital for the Company in an aggregate principal amount of upStatus toas $750,000. The Phelan Note was amended and restated on March 9, 2023. As of January 27, 2023, the Company had drawn $250,000 under the Phelan Note and subsequently advanced these funds to the Company. The Phelan Note is non-interest bearing and non-convertible. All unpaid principal accrued under the Phelan Note will be repaid at the closing of the Business Combination or the earlier termination of the Business Combination Agreement in certain circumstances specified in the Phelan Note. In consideration for the Phelan Note, Sponsor agreed to pay to the Lender at the closing of the Business Combination a ~~commitment fee equal to 50% of the then-outstanding principal balance of the Phelan Note up to a maximum of $375,000~~SPAC. If the Business Combination does not close, the commitment fee will not be paid. As of December 31, 2023, the Sponsor forgave the debt and the Company recorded a contribution from sponsor of $250,000. In addition, the Company recorded a $125,000 expense and a corresponding increase in additional paid in capital related to the commitment fee that will be paid by the Sponsor upon the closing of the Business Combination.

The Company originally extended the time that it had to complete an initial business combination by depositing an aggregate of $540,000 into the trust account for a total of nine Monthly Deposits, On April 29, 2024, the Company held an extraordinary general meeting at which shareholders approved a proposal to amend and restate the Company’s Articles of to remove the provisions applicable to special purpose acquisition companies including the requirement to redeem and cancel 100% of the Company’s Class A ordinary shares sold in the Company’s initial public offering following distribution of the funds held in the Company’s Trust Account (the “Amendment Proposal”). The purpose of the Amendment Proposal was to remove the provisions contained in the Articles that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 100% of the Company’s public shares following distribution of the funds held in the Company’s Trust Account established in connection with the IPO and revise the provisions to allow shareholders of the Company to obtain their pro rata distribution of funds remaining in the Trust Account and also retain ten (10%) percent of their shares upon liquidation of the Trust Account. Shareholders approved the Amendment Proposal on April 29, 2024. As a result, the Trust Account was liquidated.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities ~~since~~through ~~inception~~December 31, ~~have~~2024 ~~been~~were organizational activities, ~~and~~ those ~~necessary~~ necessary to prepare for ~~our~~the Initial Public Offering described below, and subsequent to the Initial Public Offering, identifying a target company for an initial ~~public~~business ~~offering~~combination. We will not generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on cash and cash equivalents. Our expenses have ~~increased~~ increased substantially after the closing of our initial public offering as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, ~~2023~~ 2024, we had net income of $2119,~~586,752~~065 which consists of ~~forgiveness of debt of $4,692,176 and~~ interest earned on marketable securities held in the Trust Account of ~~$2,509,662, offset by operational costs~~ of $4435,~~416,661,~~437 ~~interest expense of $125,000~~ and the change in fair value of warrant liabilities of $73333,~~425~~750, partially offset by operational costs of $650,122.

For the year ended December 31, ~~2022~~ 2023, we had net income of $112,~~245~~586,~~341~~752 which consists of ~~the~~forgiveness ~~change in fair value~~ of ~~warrant~~debt ~~liabilities~~ of $104,~~197~~692,~~175~~176 and interest earned on marketable securities held in the Trust Account of $32,~~383~~509,~~885~~662, partially offset by ~~formation~~operational costs of $4,416,661, interest expense of $125,000 and ~~operational~~the ~~costs~~change in fair value of warrant liabilities of $273,~~335,719~~425.

4732

Liquidity, Capital Resources and Going Concern

Until the consummation of the initial public offering, our only source of liquidity was an initial purchase of Founder Shares by our Former Sponsor, TKB Sponsor, LLC, for $25,000 and a $300,000 loan from our Former Sponsor which has been repaid in full in connection with the closing of the IPO.

On October 29, 2021, we consummated the initial public offering of 23,000,000 units, at $10.00 per unit, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 units, generating gross proceeds of $230,000,000.

Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 10,750,000 warrants to our sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $10,750,000.

A total of $234,600,000 of the proceeds from the initial public offering and the sale of the private placement warrants were placed in a U.S.-based Trust Account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

Transaction costs of the initial public offering amounted to $21,140,059, consisting of $3,850,000 of underwriting discount, $8,800,000 of deferred underwriting discount, $7,748,431 of excess fair value of Founder Shares and $741,628 of actual offering costs. Of these amounts, $19,774,814 was recorded to additional paid-in capital and $1,365,245 costs related to the warrant liability was expensed immediately using the residual allocation method.

For the year ended December 31, 2024, net cash used in operating activities was $353,921. Net income of $119,065 was adjusted by $435,437 of interest income on marketable securities held in trust and a $333,750 change in fair value of warrant liabilities. Changes in operating assets and liabilities provided $296,201 of cash for operating activities.

For the year ended December 31, 2023, net cash used in operating activities was $862,990. Net income of $2,586,752 was adjusted by $4,692,176 of forgiveness of debt and $2,509,662 of interest income on marketable securities held in trust, a $73,425 change in fair value of warrant liabilities and $125,000 of interest expense. Changes in operating assets and liabilities provided $3,553,671 of cash for operating activities.

~~For~~As ~~the~~of ~~year ended~~ December 31, ~~2022~~2024, the ~~net~~Trust ~~cash~~account ~~used in operating activities~~ was ~~$606,240.~~fully Net income of $11,245,341 was adjusted by $3,383,885 of interest income on marketable securities held in trust, $10,197,175 change in fair value of warrant liabilities, and $1,729,479 changes in operating assets and liabilitiesliquidated.

As of December 31, ~~2023~~2024, we had ~~marketable~~cash ~~securities~~of ~~held~~$6,738. inWe intend to use the ~~trust~~funds ~~account~~primarily ofto ~~$23~~identify and evaluate target businesses,~~332,031~~ ~~(including~~perform business due diligence ~~approximately~~on ~~$1,355,824~~prospective oftarget ~~interest~~businesses, ~~income~~travel to and ~~unrealized~~from ~~gains)~~the ~~consisting~~offices, plants or similar locations of ~~securities~~prospective target businesses or their ~~held~~representatives inor aowners, ~~money~~review ~~market~~corporate ~~fund~~documents ~~that~~and ~~invests~~material inagreements ~~U.S.~~of ~~Treasury~~prospective ~~securities~~target ~~with~~businesses, aand ~~maturity~~structure, negotiate ofand ~~185~~complete ~~days~~a orbusiness ~~less~~combination.

AsOn ~~of December~~July 311, 2023, wethe ~~had~~Company entered ~~cash~~into a promissory note with the Buyers for up to an aggregate of $131,~~755~~000,000 ~~held outside~~ (the ~~trust~~“2023 ~~account~~Promissory Note). WeThe ~~intend~~2023 toPromissory Note ~~use~~is non-interest bearing and payable upon the ~~funds~~ ~~held~~earlier ~~outside~~of the ~~trust~~date ~~account~~on ~~primarily~~which tothe ~~identify~~Company ~~and~~consummates ~~evaluate~~an ~~target~~initial ~~businesses~~business combination, ~~perform~~the ~~business~~liquidation ~~due~~of ~~diligence~~the onCompany, ~~prospective~~or ~~target~~October 29, ~~businesses~~2024. The Note does not bear any interest. On August 8, ~~travel~~2024, tothe ~~and~~Company ~~from~~amended the ~~offices,~~terms ~~plants~~of orthe ~~similar~~2023 ~~locations~~Promissory ofNote ~~prospective~~to ~~target~~increase ~~businesses~~the oraggregate ~~their representatives~~principal oramount ~~owners,~~that ~~review~~may ~~corporate~~be ~~documents~~borrowed to $2,000,000 and ~~material~~to ~~agreements~~extend the maturity to June 30, 2025. As of ~~prospective target~~December 31, ~~businesses~~2024, ~~and~~the ~~structure~~Company had drawn $1,109,412 ~~negotiate~~on the 2023 Promissory Note and ~~complete~~had a$890,588 available ~~business~~to ~~combination~~be drawn.

On ~~July~~January 124, ~~2023~~2025, the Company ~~entered~~amended ~~into~~and arestated its 2023 promissory note ~~with~~ (the ~~Buyers~~“Amended ~~for~~2023 upNote”) toin anfavor ~~aggregate~~ of ~~$1,000,000~~certain (shareholders of the ~~“2023~~Company to ~~Promissory~~permit ~~Note).~~its ~~The~~conversion ~~2023~~into ~~Promissory~~Class ~~Note~~A isordinary ~~non-interest~~shares ~~bearing~~of ~~and payable~~Company, ~~upon~~at any time, at the ~~earlier~~option of the ~~date~~representative onof ~~which~~the noteholders based upon the ~~Company~~current ~~consummates~~trading anprice. ~~initial~~Subsequent ~~business combination,~~to the ~~liquidation~~execution of the ~~Company~~Amended 2023 Note, oron ~~October~~January 2924, ~~2024.~~2025, ~~The~~the ~~Note~~representative provided ~~does~~notice ~~not~~that ~~bear~~it ~~any~~intended ~~interest.~~to Asconvert ~~of December 31, 2023,~~ the ~~company~~existing ~~had~~principal ~~drawn~~balance ~~$682,508~~of on the Amended 2023 ~~Promissory~~ Note ~~and~~in ~~had~~the amount of $~~317~~1,~~492~~181,000 ~~available~~into toClass A beordinary ~~drawn~~shares of the Company.

4833

We expect that we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial business combination. We We expect to incur significant costs related to identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year from the date that the financial statements are issued. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we will repay such loaned amounts. ~~In the~~Prior ~~event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account~~ to ~~repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of~~ the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, 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~~.

~~The~~On ~~Company’s~~April 29, ~~assessed~~2024, ~~going~~the ~~concern considerations~~shareholders inapproved ~~accordance with~~ the ~~Financial~~amendment ~~Accounting~~of ~~Standard~~the ~~Board’s~~Articles ~~Accounting~~of ~~Standards~~Association ~~Codification~~ (“~~ASC”) Topic~~Third ~~205-40, “Basis of Presentation – Going Concern~~Amendment”). ~~The~~As ~~Company~~a ~~has~~result ~~until March 29, 2024 (absent any extensions~~ of ~~such period by~~ the ~~Company’s~~Third ~~public shareholders) to consummate an initial business combination. While the Company intends to complete an initial business combination by such date~~Amendment, ~~it is uncertain that~~ the Company ~~will be able to consummate the proposed Business~~ ~~Combination~~distributed byall ~~that~~remaining ~~time.~~sums Ifin ~~an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of~~ the ~~Company.~~trust ~~Management~~account ~~has~~(after ~~determined~~subtracting ~~that~~amounts ~~the~~for ~~liquidity~~taxes ~~condition~~ and ~~mandatory liquidation~~$100,000 ~~should~~for ~~an initial business combination not occur, and potential subsequent~~ dissolution, ~~raises~~expenses) ~~substantial doubt about the Company’s ability~~ to ~~continue~~shareholders asand aalso ~~going~~permitted ~~concern.~~shareholders ~~No adjustments have been made~~ to ~~the~~retain ~~carrying~~10% ~~amounts~~ of ~~assets~~their ~~or liabilities should the Company be required to liquidate after March 29, 2024~~shares.

The Company assessed going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”) Topic 205-40, “Basis of Presentation – Going Concern”. Management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, ~~2023~~2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, ~~which~~ which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities, other than described below.

We had an agreement to pay our sponsor a monthly fee of $10,000 for office space, utilities and administrative support. We began incurring these fees on October 29, 2021 and incurred these fees monthly through June 28, 2023 when the agreement was terminated.

The underwriters of the initial public offering ~~are~~were entitled to a deferred fee $8,800,000. The deferred fee ~~will~~would have become payable to the underwriters from the amounts held in the Trust Account solely in the event that we ~~complete~~completed our initial business combination, subject to the terms of the underwriting agreement. In June 2023, the underwriters agreed to waive its entitlement to the deferred underwriting commission of $8,800,000 to which it became entitled upon completion of the Company’s Initial Public Offering, subject to the consummation of the Transaction.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Significant estimates include the fair value of warrant liabilities, which requires a Black-Scholes model to fair value the warrants. We have identified the following critical accounting policies:

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Warrant Liabilities

The Company accounts for the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements from equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in ~~capital~~ capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. See Note 9 to the Notes to Financial Statements for the valuation methodology of warrants.

Class A Shares Subject to Possible Redemption

The Company ~~accounts~~accounted for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption ~~are~~ are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares ~~feature~~featured certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, ~~2023~~2024, the ~~and~~Company ~~2022,~~had no ordinary shares subject to possible redemption. At December 31, 2023, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company ~~recognizes~~recognized changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

Net Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing ~~net~~ net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A Shares and Class B Shares. Income and losses are shared pro rata between the two classes of ordinary shares. Accretion associated with the redeemable Class A Shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) IPO and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 22,250,000 Class A Shares in the aggregate. As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The ~~Company~~adoption isof ~~currently assessing~~this ~~the~~guidance ~~impact,~~did ifnot ~~any,~~have ~~that~~a ~~ASU~~material ~~2020-06~~impact ~~would have~~ on ~~its~~the Company’s financial ~~position, results of operations or cash flows~~statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and impacts of adoption of this ASU.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on January 1, 2024. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data.

Our financial statements and notes thereto begin on page F-1.

Item 9. Changes 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, including our Co-Chief Executive Officers 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, 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 not effective as of the end of the period covered by this Report, due to the material weaknesses in our internal control over financial reporting related to the Company’s accounting for complex financial instruments and the approval procedures for shareholder redemptions.

In light of these material weaknesses, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements and our review and approval process of shareholder redemptions, including making greater use of third-party professionals with whom we consult regarding accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. We believe our efforts will enhance our controls relating to accounting for complex financial transactions and the process of shareholder redemption approvals, but we can offer no assurance that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.

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 Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our 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,

(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 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.

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 at December 31, 2024. 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, due to our determination of the material weaknesses in our disclosure controls, as described above, management determined that we did not maintain an effective internal control over financial reporting as of December 31, 2024.

Management has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Item 9B. Other Information

Not applicable

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.

Officers and Directors

Name	Age	Position
Byron Roth	6162	Co-Chief Executive Officer; Chairman; Director
John Lipman	4748	Co-Chief Executive Officer; Director
Aaron Gurewitz	5456	Co-President
Rick Hartfiel	5960	Co-President
Joseph Tonnos	3537	Chief Financial Officer; Chief Investment Officer
Ryan Hultstrand	3536	Co-Chief Operating Officer
Matthew Day	5051	Co-Chief Operating Officer
Adam Rothstein	5153	Independent Director
Sam Chawla	4849	Independent Director
Christopher Bradley	4647	Independent Director

Byron Roth has been the Chairman and Chief Executive Officer of Roth Capital Partners, LLC, a privately-owned investment banking firm, since 1998. Under his management, the firm has helped raise over $100 billion for small-cap companies, as well as advising on many merger and acquisition transactions. Mr. Roth through his ownership in Waco Limited, LLC, an affiliate of Roth Capital Partners, is a co-founder of three private investment firms: Rx3 Ventures, LP, an influencer fund focused on consumer growth investments; RIVI Capital, LLC, concentrated in the mining sector; and Aceras Life Sciences, LLC, an in-house incubator focused on funding the development of novel medical innovations. Mr. Roth is on the board of managers for the management companies of RX3 and RIVI. In addition, Mr. Roth co-founded two long only asset management firms: Cortina Asset Management, recently acquired by Silvercrest Asset Management (NASDAQ: SAMG), and EAM Investors, LLC, of which he is currently a director. Mr. Roth was the Chief Executive Officer and Chairman of the Board of Roth CH Acquisition I Co. which completed a business combination with PureCycle Technologies LLC. He was the Chief Executive Officer and Chairman of the Board of Roth CH Acquisition II Co. which completed a business combination with Reservoir Holdings, Inc. He was the Co-Chief Executive Officer and Chairman of the Board of Roth CH Acquisition III Co. which completed its business combination with QualTek HoldCo, LLC. Mr. Roth was also the Co-Chief Executive Officer and Chairman of the Board of Roth CH Acquisition IV Co. which completed its business combination with Tygo Energy, Inc. He iswas ~~currently~~ the Co-Chief Executive Officer and Co-Chairman of the Board of Roth CH Acquisition V Co., awhich ~~special~~completed ~~purpose~~its ~~acquisition~~business ~~company~~combination with New Era Helium, Inc. Mr. Roth is a member of the Advisory Council, Executive Committee and serves as the Chairman on the Nominating Committee for the Cornell SC Johnson College of Business. He is a founding member of the University of San Diego Executive Cabinet for the Athletic Department and former member of the Board of Trustees, where he served on the Investment Committee for the university’s endowment and athletic department for nine years. Mr. Roth also serves as Chair of the Pacific Region Board of Trustees and is on the Board of Governors for the Boys and Girls Club of America. He sits on the Board of Directors for the Lott IMPACT Foundation, whose Lott IMPACT Trophy is presented annually to the college football defensive IMPACT player of the year for their contribution on and off the field. Mr. Roth was the 2021 annual honoree for the Elephant Cooperation, received the 2018 Athletes First Classic Golden Heart Award benefiting the Orangewood Foundation, and was the honoree at the Challenged Athletes Foundation (CAF) 2015 Celebration of Heroes, ~~Heart~~ Heart and Hope Gala. Mr. Roth earned his BBA from the University of San Diego in 1985 and his MBA from the Cornell SC Johnson College of Business in 1987. Mr. Byron Roth is the brother of Mr. Gordon Roth.

John Lipman joined Craig-Hallum in 2012 and has more than 16 years of investment banking experience advising growth companies in the healthcare, industrial and technology sectors. Mr. Lipman has completed over 200 equity, convertible and debt offerings and advisory assignments for growth companies, including over 150 since joining Craig-Hallum. Prior to joining Craig-Hallum, Mr. Lipman was a Managing Director at Rodman & Renshaw LLC, and Carter Securities LLC, a firm he founded that specialized in raising equity, equity-linked, and debt capital for growth companies. Mr. Lipman has over 20 years investing experience in small capitalization companies, and started his career in venture capital and investor relations. He was the COO & Director of Roth CH Acquisition I Co. until its merger with PureCycle Technologies, Inc. in March 2021 and Roth CH Acquisition II Co. until its merger with Reservoir Media, Inc. in July 2021 as well as Co-CEO & Director of Roth CH Acquisition III Co. until its merger with QualTek Services, Inc. in February 2022. He was Co-CEO & Director of Roth CH Acquisition IV. Co. until its merger with Tigo Energy, Inc. as well as Co-Chairman & Co-CEO of Roth CH Acquisition V Co. until ~~Mr. Lipman~~its ~~earned~~merger ~~his~~with ~~B.A.~~New inEra ~~Economics~~Helium, inInc. ~~1999 from Rollins College~~ in ~~Winter~~December ~~Park, FL~~2024.

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Aaron Gurewitz Mr. Gurewitz has been a Managing Director and the Head of Roth’s Equity Capital Markets Department since January 2001. Mr. Gurewitz brings over 25 years of investment banking experience focused on growth companies. Since joining Roth in 1999, Mr. Gurewitz has managed over 1,000 public offerings including, but not limited to, IPOs and follow-on offerings. Prior to joining Roth in 1999, Mr. Gurewitz was a Senior Vice President in the Investment Banking Group at Friedman Billings Ramsey from May 1998 to August 1999. From 1995 to April 1998, Mr. Gurewitz was a Vice President in the Corporate Finance Department at Roth, and from 1999 to 2001, Mr. Gurewitz served as a Managing Director in Roth’s Investment Banking Department. Mr. Gurewitz iswas the Co-President of Roth CH Acquisition I V Co., ~~Mr. Gurewitz was the Co-President of~~ Roth CH Acquisition III Co., and Roth CH Acquisition II III Co., ~~and~~ Roth CH Acquisition ~~III~~IV Co. and Roth CH Acquisition IVV Co. Mr. Gurewitz graduated cum laude from San Diego State University with a B.S. in Finance.

Rick Hartfiel has been the Head of Investment Banking at Craig-Hallum since 2005. Mr. Hartfiel brings over 30 years of investment banking experience focused on emerging ~~growth~~ growth companies. Since joining Craig-Hallum in 2005, Mr. Hartfiel has managed over 300 equity offerings (IPOs, follow-on offerings, registered direct offerings and PIPEs) and M&A transactions. Prior to joining Craig-Hallum, Mr. Hartfiel was an investment banker at Dain Rauscher Wessels and Credit Suisse First Boston. Mr. Hartfiel iswas the Co-President of Roth CH Acquisition VI Co., ~~Mr. Hartfiel was the Co-President of~~ Roth CH Acquisition II I Co., Roth CH Acquisition II III Co., Roth CH Acquisition ~~III~~IV Co. and Roth CH Acquisition IVV Co. Mr. Hartfiel has a B.A. from Amherst College, and an MBA from Harvard Business School.

Joseph Tonnos, who serves as our Chief Financial Officer and Chief Investment Officer, has been a Managing Director at Roth Capital Partners since April of 2023. Mr. Tonnos has over 13 years of experience investing in and advising acquisition candidates, completing due diligence, financial modeling and deal structuring. Mr. Tonnos was the Chief Investment Officer of Roth CH Acquisition V Co. until its business combination with New Era Helium, Inc. in December 2024. From 2021 to 2023, Mr. Tonnos served as a Principal and Associate Portfolio Manager at Meteora Capital, an investment adviser specializing in SPAC-related, structured and illiquid investments and was the Chief Financial Officer of GSR II Meteora Acquisition Corp., a SPAC sponsored by Meteora which completed a business combination with Bitcoin Depot, Inc. in July 2023. During 2021, Mr. Tonnos also served as an Associate Portfolio Manager at Glazer Capital. From 2017 until 2021, Mr. Tonnos worked at Mistral Equity Partners, a consumer & retail focused investment group as a Principal. From 2017 until 2022, Mr. Tonnos served as the Senior Vice President of Haymaker I, II, and III, three special purpose acquisition companies affiliated with Mistral Equity Partners. Haymaker I, II and III all successfully completed business combinations with OneSpaWorld Ltd., ARKO Holdings Ltd. and Biote Corp. respectively. His experience spans evaluating, executing, structuring and monitoring public, private and venture capital investments. He has advised companies and shareholders on capital raising, mergers, acquisitions, divestitures, leveraged buyouts and capital structure alternatives. Mr. Tonnos is also the Co-Founder of Ketch Ventures, an early-stage consumer investment syndicate. In the last five years he served or continues to serve on the several boards, including Worldwise, Inc., a privately held pet products company, Los Sundays Tequila, a a lifestyle beverage company, and Aether Diamonds, a carbon-negative diamond producer, among others. Mr. Tonnos has also been a board observer of The Lovesac Company, Inc. (NASDAQ: LOVE) from 2017 until 2021 and serves on the Board of Advisors at Niagara University. Prior to Mistral, Mr. Tonnos served as an investment banker at Bank of America Merrill Lynch and Lazard and as a foreign exchange trader at CIBC Capital Markets. Mr. Tonnos received his B.S. and M.B.A. from Niagara University, graduating magna cum laude.

Ryan Hultstrand joined Craig-Hallum in 2013, and has been a Managing Director in the Investment Banking department since January 2022. Mr. Hultstrand was previously a Vice President of Craig-Hallum from January 2018 until January 2022. Mr. Hultstrand has over 10 years of experience in investment banking and consulting in the healthcare, consumer, industrial and technology sectors, with a focus on SPACs. Mr. Hultstrand was is the Co-Chief Operating Officer of Roth CH Acquisition V Co. ~~(NASDAQ:~~until its business combination with New Era Helium, Inc. in December 2024 ~~ROCL)~~. Mr. Hultstrand has a B.A. from Carleton College.

Matthew Day is a Managing Director in the Investment Banking department at Roth with a focus on Business Services and Technology. Prior to joining Roth in 2019, Mr. Day spent 12 years as a senior equity analyst at Sagard Capital Partners, an investment firm that built and managed large minority positions in U.S. and Canadian publicly traded companies. At Sagard, Mr. Day focused primarily on businesses in the business services, industrial and consumer sectors. Prior to this role, he was a senior equity analyst and private equity associate at Xylem Investments from 2002 to 2006, where he served on boards of three private forestry companies in New Zealand, Chile and Venezuela. From 2000 to 2002, Mr. Day was an investment banking associate at Lehman Brothers in the global technology group. He also worked as an associate and analyst at Barclays Capital from 1995 to 1999, where he focused on the telecom, media and transportation industries. Mr. Day iswas previously the Co-Chief Operating Officer of Roth CH IV Acquisition V Co. and ~~was~~and ~~previously the Co-Chief Operating Officer of~~ Roth CH IV Acquisition V Co. Mr. Day has a B.S. in Finance from Boston College and an MBA from the University of California Berkeley Haas School of Business.

5340

Adam Rothstein is a member of our Audit Committee and a member of the Board. Mr. Rothstein is a Co-Founder and General Partner of Disruptive Technology Partners, an ~~Israeli~~ Israeli technology-focused early-stage investment fund, Disruptive Growth, a collection of late-stage investment vehicles focused on Israeli technology, and the Disruptive Technologies Opportunity Fund which he co-founded in 2013, 2014 and 2018 respectively. Since 2014, Mr. Rothstein has also been the Managing Member of 1007 Mountain Drive Partners, LLC, which is a consulting and investment vehicle. Previously, Mr. Rothstein was a sponsor and the Executive Chairman of 890 5th Avenue Partners, Inc. (NASDAQ: ENFA) from September 2020 until December 2021. 890 5th Avenue Partners, Inc. was a special purpose acquisition company that merged with Buzzfeed, Inc. in December of 2021 and is now publicly listed on NASDAQ as Buzzfeed, Inc. (NASDAQ: BZFD). In December of 2021, Mr. Rothstein was named a Director of Buzzfeed, Inc. and a member of its Audit Committee. (NASDAQ: BZFD). Mr. Rothstein was also a Sponsor and Director of Roth CH Acquisition I Co. (NASDAQ: ROCH), from May 2020 until March 2021. Roth CH Acquisition I was a special purpose acquisition company that merged ~~with~~ with PureCycle Technologies LLC and is now publicly listed on NASDAQ as PureCycle Technologies, Inc. (NASDAQ: PCT). From December 2020 until July 2021, Mr. Rothstein was a Sponsor and Director of Roth CH Acquisition II Co. (NASDAQ: ROCC). Roth CH Acquisition II was a special purpose acquisition company that merged with Reservoir Holdings, Inc. in July 2021, and in July of 2021, Mr. Rothstein was named a Director of Reservoir Media, Inc. and a member of its Audit Committee (NASDAQ: RSVR). Mr. Rothstein was also a Sponsor and Director of Roth CH Acquisition III Co. (NASDAQ: ROCR) from March 2021 until February 2022. Roth CH Acquisition III Co. was a special purpose acquisition company that merged with BCP QualTek HoldCo, LLC. Mr. Rothstein was also a director of Roth CH Acquisition IV Co. (NASDAQ: ROCG), a special purpose acquisition company, from August 2021 to May 2023. Roth CH Acquisition IV Co. was a special purpose acquisition company that merged with Tigo Energy, Inc. and is now publicly listed on NASDAQ as Tigo Energy, Inc. (NASDAQ: TYGO). ~~Since~~From November 2021 until December 2024, Mr. Rothstein ~~has~~was ~~been~~ a Director and member of the Audit Committee of Roth CH Acquisition V Co. Roth CH Acquisition V Co iswas a special purpose acquisition company that merged with New Era Helium, Inc., (NASDAQ: ~~ROCL~~ NEHC). From July 2019 until January 2021, Mr. Rothstein was a Director of Subversive Capital Acquisition Corp. (NEO: SVC.A.U) (OTCQX: SBVCF), a special purpose acquisition company that partnered with Shawn “JAY-Z” Carter and Roc Nation in January 2021 to acquire CMG Partners Inc. and Left Coast Ventures, Inc. and which now trades as Gold Flora Corp. (NEO: GRAM.U). Mr. Rothstein has over 25 years of investment experience and currently sits on the Boards of Directors of several early- and mid-stage technology and media companies both in the United States and in Israel. Mr. Rothstein graduated summa cum laude with a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania and has a Master of Philosophy (MPhil) in Finance from the University of Cambridge.

Sam Chawla Mr. Chawla has been a Portfolio Manager of Perceptive Advisors LLC, an investment fund focused on the healthcare sector, since 2013. Prior to joining Perceptive Advisors in 2013, Mr. Chawla was a Managing Director at UBS Investment Bank (“UBS”) in the Global Healthcare Group. Mr. Chawla’s investment banking experience centered on strategic advisory work for both public and private healthcare companies. Prior to joining UBS in September 2010, Mr. Chawla was a Director (from January 2009 to September 2010) and a Vice President (from July 2007 to January 2009) in the Healthcare Investment Banking Group of Credit Suisse, which Mr. Chawla originally joined as an investment banker in 2002. Mr. Chawla also worked at Bloomberg L.P. and Pelican Life Sciences. Mr. Chawla received an M.B.A. from Georgetown University and a B.A. in Economics from Johns Hopkins University.

Christopher Bradley Christopher Bradley, our Board Member, is a Managing Director at Mistral Equity Partners, which he joined in 2008. Mr. Bradley brings over 20 years of experience in identifying acquisition candidates, board service, due diligence experience including accounting and financial modeling acumen, and a background in deal structuring. He currently serves as the Chairman, Chief ~~Financial~~ Executive Officer and Chief Financial Officer of Haymaker Acquisition Corp. IV and previously served as the Chief Financial Officer of Haymaker Acquisition Corp. III until it completed its business combination in May 2022 with ~~biote~~Biote, Corp., and has since been retained by biote as an advisor. Mr. Bradley served as the Chief Financial Officer and Secretary of Haymaker Acquisition Corp. II from 2019 until its merger with ARKO (NASDAQ:ARKO) in December 2020. He served as the Chief Financial Officer and Secretary of Haymaker Acquisition Corp. I from 2017 until its business combination with OneSpaWorld (NASDAQ:OSW) in December 2019. Since 2016, Mr. Bradley has served as a member of the board of directors of The Beacon Consumer ~~incubator~~ incubator Fund, a venture capital fund that invests in consumer technology companies. Mr. Bradley also previously served on the board of directors of Creminelli Fine Meats, LLC, a privately held premium-priced charcuterie wholesaler from 2016 to January 2020 and The Lovesac Company, Inc. (NASDAQ:LOVE) from 2010 to 2019. Mr. Bradley has also guided Mistral portfolio companies in an operational role and, through Mistral, served on the board of Jamba, Inc. (NASDAQ: JMBA) from 2009 to 2013. Prior to Mistral, Mr. Bradley served as an investment banker at Banc of America Securities from 2005 to 2006, a Manager in Burger King’s strategy group in 2004, and a Manager at PricewaterhouseCoopers management consulting practice from 1999 to 2004. He is also currently serving on the advisory board of ~~Growth~~of ~~For Good Acquisition Corp (NASDAQ:GFGD) (“GFGD”), a blank check company that currently intends to merge with Zero Nox, Inc., an off-highway electrification provider, as well as~~ Carnegie Park Capital, a private investment fund.

5441

Number and Terms of Office of Officers and Directors

Our Board of Directors consists of five members. The provisions of our amended and restated memorandum and articles of association regarding director term may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. Prior to our initial business combination, subject to any other special rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our Class B ordinary shares. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the Board of Directors.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our memorandum and articles of association.

Director Independence

~~Nasdaq~~We ~~listing~~utilize ~~standards~~the ~~require~~Nasdaq ~~that a majority~~ definition of ~~our~~“independence” ~~Board~~for ofdetermining ~~Directors~~whether ~~be independent within one year of~~ our ~~initial~~directors ~~public~~are ~~offering~~independent. An “independent director” is defined generally under Nasdaq rules as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that each of our independent directors, Adam Rothstein, Sam Chawla and Christopher Bradley, is an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules. Our audit committee and compensation committee is entirely composed of independent directors meeting Nasdaq’s and the SEC’s additional requirements applicable to members of those committees. In addition, our independent directors will have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

~~Pursuant~~We ~~to Nasdaq listing rules, we~~ have established two standing committees - an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act and a compensation committee, each comprised of independent directors. ~~Under Nasdaq listing rule 5615(b)(1), a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements.~~

Audit Committee

We have established an audit committee of the Board of Directors. Adam Rothstein, Sam Chawla and Christopher Bradley serve as members of our audit committee and Christopher Bradley ~~will~~serves ~~serve~~ as its chair. Under the ~~Nasdaq listing standards and~~ applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Each such member of our audit committee meets the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate and our Board of Directors has determined that Christopher Bradley qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

5542

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

●

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; 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 registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

●

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 registered public accounting firm describing (1) the independent registered public accounting firm’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 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 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 Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors. Adam Rothstein, Sam Chawla and Christopher Bradley serve as members of our compensation committee, and Adam Rothstein chairs the compensation committee.

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

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our 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 of directors with respect to compensation and any incentive compensation and equity-based plans that are subject to 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 in complying with our proxy statement and annual report disclosure requirements;

●

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.

Notwithstanding the foregoing, as indicated above, other than ~~the payment to an affiliate of our sponsor of $10,000 per month for office space, utilities and secretarial and administrative support and~~ reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The 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.

Director Nominations

We do not have a standing nominating committee though we intend to form a nominating and corporate governance as and when required to so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Rothstein, Chawla and Bradley. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of our shareholders.

Availability of Documents

We filed a copy of our form of Code of Ethics, our audit committee charter and our compensation committee charter as exhibits to the registration statement filed in connection with our initial public offering. You may also review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this prospectus or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

57We have adopted an insider trading policy, a copy of which is filed as Exhibit 19 hereto.

Item 11. Executive Compensation.

Executive Officer and Director Compensation

None of our executive officers or directors ~~have~~has received any cash compensation for services rendered to us.

Commencing on the date that our securities were first listed on Nasdaq through the termination of the administrative services agreement effective June 28, 2023, we paid an affiliate of our Former Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team. In addition, our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates. ~~Any such payments prior to an initial business combination will be made from funds held outside the Trust Account.~~ Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive ~~officers~~ officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no cash compensation of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. The former independent directors each received 25,000 founder shares as compensation for their service, a portion of which were transferred pursuant to the Securities Purchase Agreement.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

Compensation Committee Interlocks and Insider Participation

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

5845

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

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March __27, ~~2024~~2025, based on information obtained from the persons named below, with respect to the beneficial ownership of ordinary shares, by:

●

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

●

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

●

all of our executive officers and directors as a group.

In the table below, percentage ownership is based on 745,~~794~~278,~~236~~220 ~~Class A Shares (which includes Class A Shares that are underlying the Units) and 75,000 Class B~~ ordinary share outstanding as of ~~April 9~~March 27, ~~2024~~2025. The Class B Shares will be convertible into Class A Shares on a one-for-one basis (subject to adjustment) concurrently with or immediately following the consummation of the Business Combination. The table below does not include the ordinary ~~Class~~shares ~~A Shares~~ underlying the Public Warrants or Private Warrants because these securities are not exercisable within 60 days of this Annual Report. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

Class A Shares

Class B Shares

Ordinary Shares

Name and Address of Beneficial Owner (1)

Number of Shares Beneficially Owned

% of Class

Number of Shares Beneficially Owned (2)

% of Class

Name and Address of Beneficial Owner(1)

Number of Shares BeneficiallyOwned

% of Class

TKB Sponsor I, LLC(2)

1,437,500

18.4

CR Financial Holdings, Inc.

21,184,395

46.8

CR Financial Holdings, Inc.

2,091,562

26.8

36,375

48.5

John Lipman

12,111,949

26.8

Directors and Executive Officers

Byron Roth

221,~~091~~184,~~562~~395

2646.8

~~36,375~~

~~48.5~~

John Lipman

112,~~175~~111,~~667~~949

1526.18

~~20,447~~

~~27.3~~

Rick Hartfiel

~~118~~1,~~592~~221,750

12.57

~~2,062~~

~~2.7~~

Aaron Gurewitz

Joseph Tonnos

Ryan Hultstrand

~~118~~1,~~592~~221,771

12.57

~~2,062~~

~~2.7~~

Matthew Day

Adam Rothstein

43436,~~125~~792

~~750~~

~~1.0~~

Sam Chawla

43436,~~125~~792

~~750~~

~~1.0~~

Christopher Bradley

43436,~~125~~792

~~750~~

~~1.0~~

All officers and directors as a group (10 individuals)

337,~~633~~050,~~788~~241

4681.68

~~63,196~~

~~84.3~~

* Less than 1%

*	Less than 1%
(1)	Unless otherwise noted, the business address of each of the following entities or individuals is 2340 Collins Avenue, Suite 402, Miami Beach, FL 33139.

(1) Unless otherwise noted, the business address of each of the following entities or individuals is 2340 Collins Avenue, Suite 402, Miami Beach, FL 33141.

(2) The address for TKB Sponsor I, LLC is 400 Continental Boulevard, Suite 600, El Segundo, CA 90245.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Changes in Control

None.

5946

Certain Relationships and Related Transactions

Founder Shares

On April 29, 2021, our Former Sponsor paid $25,000 to purchase 5,750,000 founder shares, or approximately $0.004 per share. On May 11, 2021, our Former Sponsor transferred 25,000 founder shares to each of our independent directors. In connection with the IPO, each of the Former Sponsor and our independent directors agreed, subject to limited exceptions, not to transfer, assign, or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their public shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Notwithstanding the foregoing, if the closing price of Class A Shares exceeds $12.00 per share (as adjusted for share 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 our initial business combination, the founder shares would be released from the lock-up. Our Sponsor and independent directors did not receive additional consideration for this lock-up.

Effective as of January 18, 2023, pursuant to the terms of the Articles, the Former Sponsor elected to convert each outstanding Class B ordinary share held by it on a one-for-one basis into Class A Shares, with immediate effect.

Private Placement Warrants

The Former Sponsor purchased an aggregate of 10,750,000 Private Warrants at a price of $1.00 per warrant, or $10,750,000, in a private placement that closed simultaneously with the closing of the initial public offering. Each Private Warrant entitles the holder to purchase one Class A Share at $11.50 per share. The Private Warrants (including the Class A Shares issuable upon exercise of the Private Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination.

In connection with the Transaction, the Former Sponsor sold 8,062,500 Private Warrants to the New Sponsor. The New Sponsor entered into a joinder agreement to the Letter Agreement in which they agreed to be subject to the restrictions therein.

Agreements with Anchor Investors

On October 8, 2021, the Sponsor entered into agreements with certain funds managed by Apollo Capital Management, L.P. (collectively, “Apollo”), certain funds managed by Atalaya Capital Management, LP (“Atalaya”) and Meteora Capital Partners, L.P. and funds affiliated with Meteora Capital Partners, L.P. (collectively “Meteora”) (individually and collectively, the “anchor investors”). Each of the anchor investors purchased 9.9% of the Units in the IPO (excluding Units issued in connection with the exercise of the over-allotment option). Each of Apollo and Atalaya agreed to purchase interests in the Sponsor representing approximately 7% of the Founder Shares and Private Warrants at approximately the cost of such securities to the Sponsor, with the Sponsor’s obligation to sell some or all of such interests conditioned upon such anchor investor’s purchase of the Units.

Meteora entered into a separate agreement with the Sponsor pursuant to which it agreed to purchase interests in the Sponsor representing approximately 6.4% of the number of Founder Shares that are approximately equal to 3.7% of the cost of the Founder Shares and Private Warrants to the Sponsor.

The anchor investors acquired from the Sponsor an indirect economic interest in an aggregate of 1,173,000 Founder Shares at the original purchase price that the Sponsor paid for the Founder Shares. The Sponsor has agreed to distribute the Founder Shares to the anchor investors after the completion of a Business Combination. The anchor investors hold an indirect economic interest in an aggregate of 1,505,000 warrants, reflecting 14% of total Private Warrants.

6047

We entered into separate forward purchase agreements (the “Forward Purchase Agreements”) with Apollo and Atalaya (“the “Forward Purchasers”) on August 13, 2021 and August 4, 2021, respectively. The Forward Purchase Agreements provide, at our option, for the aggregate purchase of up to 9,600,000 Class A Shares and 4,800,000 Public Warrants for an aggregate price of $96.0 million ($10.00 for one Class A Share and one-half of one Public Warrant), in private placements that will close concurrently with the closing of our initial business combination. The forward purchase shares and forward purchase warrants will be identical to the Class A Shares and Public Warrants included in the Units sold in the IPO. Each Forward Purchaser’s commitment under its Forward Purchase Agreement is subject to certain conditions including investment committee approval.

No compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

Related Party Notes and Advances

The Former Sponsor entered into an agreement with us to loan funds up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of the public offering. These loans were non-interest bearing, unsecured and were paid in full at the closing of the public offering.

On January 24, 2025, the Company amended and restated its existing promissory note (the “Amended Note”) in favor of certain shareholders of the Company to permit its conversion into Class A ordinary shares of Company, at any time, at the option of the representative of the noteholders based upon the current trading price. Subsequent to the execution of the Amended Note, on January 24, 2025, the representative provided notice that it intended to convert the existing principal balance of the Amended Note in the amount of $1,181,000 into Class A ordinary shares of the Company.

Registration Rights

We entered into a registration rights agreement with respect to the founder shares, private placement warrants, warrants that may be issued upon conversion of working capital loans and forward purchase securities that may be issued pursuant to the forward purchase agreements (and any Class A Shares issuable upon the exercise of the private placement warrants, forward purchase warrants and warrants that may be issued upon conversion of the working capital loans and upon conversion of the Class B Shares).

Policy for Approval of Related Party Transactions

The audit committee of our board adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which we were or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy include: (i) our directors or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee of the board will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders, and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Our management will present to the audit committee of the board each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if the audit committee of the Board approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

6148

Director Independence

~~Nasdaq~~While ~~listing~~we ~~standards~~are ~~require~~no ~~that~~longer alisted on ~~majority~~Nasdaq, ofwe ~~our~~use ~~board~~the ofNasdaq ~~directors~~listing bestandards ~~independent~~to determine independence. 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 which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Rothstein, Chawla and Bradley are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent 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 Marcum LLP (“Marcum”) for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally ~~provided~~ provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the ~~audit~~ audit of our annual financial statements, and other required filings with the SEC for the year ended December 31, ~~2023~~2024 and ~~2022~~2023 totaled $~~151~~108,~~410~~120 and $~~125~~151,~~840~~410, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

Tax Fees. We did not pay Marcum for tax planning and tax advice for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

All Other Fees. We did not pay Marcum for other services for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

Pre-Approval Policy

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

6249

PART IV

Item 15. Exhibits, Financial Statement Schedules.

The following documents are filed as part of this Annual Report on Form 10-K:

(1)

Financial Statements

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 688)		F-32
Balance Sheets		F-43
Statements of Operations		F-54
Statements of Changes in Shareholders’ Deficit		F-65
Statements of Cash Flows		F-76
Notes to Financial Statements		F-87 to F-3029

(2)

Financial Statement Schedules

All financial statements 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 in this Item 15 of Part IV below.

(3)

Exhibits

We hereby file as part of this report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov.

Item 16. Form 10-K Summary.

Not applicable.

6350

EXHIBIT INDEX

No.		Description of Exhibit
1.1+		Underwriting Agreement⁽¹⁾
2.1		Business Combination Agreement, dated January 28, 2025 by and among Roth CH Acquisition Co., SharonAI Inc., Roth CH Holdings, Inc. and Roth CH Merger Sub, Inc.⁽²⁾
3.1		Amended and Restated Memorandum and Articles of Association⁽¹⁾
3.2		Amendment to the Amended and Restated Memorandum and Articles of Association⁽³⁾
3.3		Amendment to the Amended and Restated Memorandum and Articles of Association⁽⁴⁾
3.4		Amendment to the Amended and Restated Memorandum and Articles of Association dated September 7, 2023⁽⁵⁾
3.5		Second Amended and Restated Memorandum and Articles of Association⁽⁶⁾
4.1		Specimen Unit Certificate⁽¹⁾
4.2		Specimen Ordinary Share Certificate⁽¹⁾
4.3		Specimen Warrant Certificate⁽¹⁾
4.4		Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant⁽⁷⁾
4.5		Description of Securities
10.1		Letter Agreement among the Registrant, TKB Sponsor I, LLC and each of the executive officers and directors of the Registrant⁽⁷⁾
10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant⁽⁷⁾
10.3		Amendment to the Investment Management Trust Agreement, dated January 27, 2023, by and between Continental Stock Transfer & Trust Company and the Registrant⁽³⁾
10.4		Registration Rights Agreement among the Registrant, TKB Sponsor I, LLC and the Holders signatory thereto⁽⁷⁾
10.5		Private Placement Warrants Purchase Agreement between the Registrant and TKB Sponsor I, LLC⁽⁷⁾
10.6		Form of Indemnity Agreement⁽¹⁾
10.7		Securities Subscription Agreement between the Registrant and TKB Sponsor I, LLC⁽¹⁾
10.8		Amendment to the Investment Management Trust Agreement, dated June 28, 2023, by and between Continental Stock Transfer & Trust Company and the Registrant⁽⁴⁾
10.9		Amended and Restated Forward Purchase Agreement between the Registrant and Apollo Capital Management, L.P.⁽¹⁾
10.10		Forward Purchase Agreement between the Registrant and Apollo Capital Management, L.P.⁽¹⁾
10.11		Form of Registration Rights Agreement⁽⁷⁾
10.12		Promissory Note Dated July 1, 2023⁽⁸⁾
10.13		Amendment No. 2 to the Investment Management Trust Agreement⁽⁴⁾
10.14		Sponsor Support Agreement dated January 28, 2025⁽²⁾
10.15		Company Support Agreement dated January 28, 2025⁽²⁾
10.16		Form of Lock-up Agreement⁽²⁾
10.17		Form of Registration Rights Agreement⁽²⁾
14		Code of Business Conduct and Ethics⁽¹⁾
31.1		Certification of Co-Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Co-Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3		Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		Claw-back Policy⁽⁹⁾
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

(1)	Incorporated by reference to the registrant’s Form S-1, filed with the SEC on October 8, 2021.
(2)	Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the SEC on January 29, 2025.
(3)	Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on January 30, 2023.
(4)	Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on July 3, 2023.
(5)	Incorporated by reference to Annex A to the registrant’s definitive proxy statement filed with the SEC on September 7, 2023.
(6)	Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the SEC on May 3, 2024.
(7)	Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 29, 2021.
(8)	Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
(9)	Incorporated by reference to the registrant’s Annual Report on Form 10-K filed with the SEC on April 11, 2024.
+	Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

SIGNATURES

Pursuant to the requirements 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.

	ROTH CH ACQUISITION CO.

Date: March 27, 2025	By:	/s/ Byron Roth
	Name:	Byron Roth
	Title:	Co-Chief Executive Officer

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

Name	Position	Date

/s/ Byron Roth	Co-Chief Executive Officer	March 27, 2025
Byron Roth	(Principal Executive Officer), Director

/s/ John Lipman	Co-Chief Executive Officer	March 27, 2025
John Lipman	(Principal Executive Officer), Director

/s/ Joseph Tonnos	Chief Financial Officer	March 27, 2025
Joseph Tonnos	(Principal Financial and Accounting Officer)

/s/ Adam Rothstein	Director	March 27, 2025
Adam Rothstein

/s/ Christopher Chawla	Director	March 27, 2025
Christopher Chawla

/s/ Sam Bradley	Director	March 27, 2025
Sam Bradley

ROTH CH ACQUISITION CO.

INDEX TO FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 688)		F-2
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Shareholders’ Deficit		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7 to F-2927

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Roth CH Acquisition Co.

Opinion on the Financial Statements

We have audited the accompanying balance ~~sheets~~ sheets of Roth CH Acquisition Co. (the “Company”) as of December 31, ~~2023~~2024 and ~~2022~~2023, the related statements of operations, changes in shareholders’ deficit and cash flows for each of the two years in the period ended December 31, ~~2023~~2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, ~~the~~based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~ 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company's business plan is dependent on the completion of a business combination and the Company's cash and working capital as of December 31, ~~2023~~2024 are not sufficient to complete its planned activities. ~~The Company is subject to a mandatory liquidation and subsequent dissolution requirement if it does not complete a business combination by October 29, 2024.~~ These conditions raise substantial doubt about the Company’'s ability to continue as a going concern. Management’'s plans ~~with~~in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

/s/ Marcum LLP

Marcum LLP

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

~~East Hanover~~Morristown, ~~NJApril 11~~NJMarch 27, ~~2024~~2025

688

F-2

ROTH CH ACQUISITION CO.

BALANCE SHEETS

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
ASSETS
Cash	$	136,~~755~~738		$	~~124~~13,~~237~~755
Prepaid expenses		387,~~141~~500			~~336~~38,~~075~~141
Total Current Assets		5114,~~896~~238			~~460~~51,~~312~~896
Trust Account receivable		~~147,410~~-			147,410
Cash and marketable securities held in Trust Account		~~23,332,031~~-			~~237~~23,~~987~~332,~~827~~031
TOTAL ASSETS	$	2314,~~531,337~~238		$	~~238~~23,~~448~~531,~~139~~337
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	~~660~~926,~~952~~512		$	1660,~~581,635~~952
Accrued offering costs		-			78,000
Promissory note - related party		1,109,412			682,508
Promissory note - related party		682,508			-
Total Current Liabilities		2,035,924			1,343,460
Total Current Liabilities		1,343,460			1,659,635
Warrant liabilities		222,500			556,250
Warrant liabilities		556,250			482,825
Total Liabilities		2,258,424			1,899,710
Deferred underwriter fee payable		-			8,800,000
Total Liabilities		1,899,710			10,942,460
Commitments and Contingencies (Note 8)
Class A ordinary shares subject to possible redemption; $0.0001 par value; 200,000,000 shares authorized; 2,119,236 and 23,000,000 shares issued and outstanding at redemption value of $11.08 and $10.35 per share at December 31, 2023 and 2022, respectively		23,479,441			237,987,827
Class A ordinary shares subject to possible redemption; $0.0001 par value; 200,000,000 shares authorized; 0 and 2,119,236 shares issued and outstanding at redemption value of $0 and $11.08 per share at December 31, 2024 and 2023, respectively		-			23,479,441
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no issued or outstanding		-			-
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,675,000 shares and no shares issued or outstanding (excluding 2,119,236 and 23,000,000 shares subject to possible redemption) at December 31, 2023 and 2022, respectively		568			-
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,836,553 and 5,675,000 shares issued or outstanding (excluding 0 and 2,119,236 shares subject to possible redemption) at December 31, 2024 and 2023, respectively		584			568
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 75,000 and 5,750,000 shares issued and outstanding at December 31, 2023 and 2022, respectively		7			575
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 75,000 shares issued and outstanding at December 31, 2024 and 2023		7			7
Additional paid-in capital		76,~~107~~592,~~564~~111			-7,107,564
Accumulated deficit		(8,~~955~~836,~~953~~888	)		(108,~~482~~955,~~723~~953	)
Total Shareholders’ Deficit		(12,~~847~~244,~~814~~186	)		(101,~~482~~847,~~148~~814	)
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	2314,~~531,337~~238		$	~~238~~23,~~448~~531,~~139~~337

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

F-3

ROTH CH ACQUISITION CO.

STATEMENTS OF OPERATIONS

	For the Year endedDecember 31, 2023			For the Year endedDecember 31, 2022
	For the Years Ended December 31,
Operating costs	$	4,416,661		$	2,335,719
	2024			2023
Loss from operations		(4,416,661	)		(2,335,719	)
General and administrative expenses	$	650,122		$	4,416,661
Other income:
Loss from operations		(650,122	)		(4,416,661	)
Change in fair value of warrant liabilities		(73,425	)		10,197,175
Other income (expense):
Forgiveness of debt		4,692,176			-
Change in fair value of warrant liabilities		333,750			(73,425	)
Interest expense		(125,000	)		-
Interest income on cash and marketable securities held in Trust Account		435,437			2,509,662
Interest income on marketable securities held in Trust Account		2,509,662			3,383,885
Forgiveness of Debt		-			4,692,176
Other income		7,003,413			13,581,060
Commitment fee		-			(125,000	)
Net income	$	2,586,752		$	11,245,341
Other income, net		769,187			7,003,413
Basic and diluted weighted average shares outstanding, Class A ordinary redeemable shares		5,323,369			23,000,000
Net income	$	119,065		$	2,586,752
Basic and diluted net income per share, Class A ordinary redeemable shares	$	0.23		$	0.39
Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares		787,476			5,323,369
Basic and diluted weighted average shares outstanding, Class A and B ordinary non-redeemable shares		5,750,000			5,750,000
Basic and diluted net income per share, Class A redeemable ordinary shares	$	0.02		$	0.23
Basic and diluted net income per share, Class A and B ordinary non-redeemable shares	$	0.23		$	0.39
Basic and diluted weighted average shares outstanding, Class A and B non-redeemable ordinary shares		5,851,522			5,750,000
Basic and diluted net income per share, Class A and B non-redeemable ordinary shares	$	0.02		$	0.23

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

F-4

ROTH CH ACQUISITION CO.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE ~~YEAR~~YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

	Ordinary Shares										Additional						Total
	Class A				Class B						Paid-In			Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance — December 31, 2021		-	$	-		5,750,000		$	575		$	-		$	(18,340,237	)	$	(18,339,662	)
Balance — December 31, 2022		-	$	-		5,750,000		$	575		$	-		$	(10,482,723	)	$	(10,482,148	)
Remeasurement of Class A ordinary shares subject to redemption		-		-		-			-			-			(3,387,827	)		(3,387,827	)
Net income		-		-		-			-			-			11,245,341			11,245,341
Balance — December 31, 2022		-		-		5,750,000			575			-			(10,482,723	)		(10,482,148	)
Conversion of Class B ordinary shares to Class A ordinary shares		5,675,000		568		(5,675,000	)		(568	)		-			-			-
Sale of founder shares and private warrants by sponsor (Note 5)		-		-		-			-			5,753			-			5,753
Sale of founder shares and private warrants by sponsor (Note 5)		-		-		-			-			(5,753	)		-			(5,753	)
Capital contribution from forgiveness of related party expenses (Note 5)		-		-		-			-			60,556			-			60,556
Capital contribution from Wejo Assignment and assumption agreement (Note 5)		-		-		-			-			250,000			-			250,000
Capital contribution from Working Capital Advance (Note 5)		-		-		-			-			250,000			-			250,000
Capital contribution from commitment fee (Note 5)		-		-		-			-			125,000						125,000
Reduction of deferred underwriting fee		-		-		-			-			8,231,688			-			8,231,688
Remeasurement of Class A ordinary shares subject to redemption		-		-		-			-			(1,809,680	)		(1,059,982	)		(2,869,662	)
Net income		-		-		-			-			-			2,586,752			2,586,752
Net loss		-		-		-			-			-			2,586,752			2,586,752
Balance — December 31, 2023		5,675,000	$	568		75,000		$	7		$	7,107,564		$	(8,955,953	)	$	(1,847,814	)
Remeasurement of Class A ordinary shares subject to redemption		-		-		-			-			(515,437	)		-			(515,437	)
Issuance of Class A ordinary shares		161,553		16		-			-			(16	)		-			-
Net income		-		-		-			-			-			119,065			119,065
Balance — December 31, 2024		5,836,553	$	584		75,000		$	7		$	6,592,111		$	(8,836,888	)	$	(2,244,186	)

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

F-5

ROTH CH ACQUISITION CO.

STATEMENTS OF CASH FLOWS

	For the Year EndedDecember 31, 2023			For the Year EndedDecember 31, 2022
	For the Years Ended December 31,
	2024			2023
Cash Flows from Operating Activities:
Net income	$	2119,~~586,752~~065		$	112,~~245~~586,~~341~~752
Adjustments to reconcile net income to net cash used in operating activities:
Interest income on marketable securities held in Trust Account		(2,509,662	)		(3,383,885	)
Interest income on cash and marketable securities held in Trust Account		(435,437	)		(2,509,662	)
Forgiveness of debt		(4,692,176	)		-
Change in fair value of warrant liability		(333,750	)		73,425
Interest expense		125,000			-
Forgiveness of debt		-			(4,692,176	)
Change in fair value of warrant liability		73,425			(10,197,175	)
Interest expense		-			125,000
Changes in operating assets and liabilities:
Prepaid expenses		~~297~~30,~~934~~641			~~403~~297,~~425~~934
Accounts payable and accrued expenses		3265,~~263,737~~560			13,~~326~~263,~~054~~737
Accrued offering costs		~~(8,000~~-	)		-(8,000	)
Net cash used in operating activities		(~~862~~353,~~990~~921	)		(~~606~~862,~~240~~990	)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(~~360~~327,~~000~~410	)		-(360,000	)
Payments for redemptions of Class A ordinary shares		217,525,458			-
Cash withdrawn from Trust Account for working capital		100,000			-
Net cash provided by investing activities		217,165,458			-
Cash withdrawn from Trust Account in connection with redemption		23,994,878			217,525,458
Trust receivable		147,410			-
Net cash provided by Investing activities		23,914,878			217,165,458
Cash Flows from Financing Activities:
Payment of offering costs		(70,000	)		(20,085	)
Proceeds from promissory note – related party		426,904			591,508
Advances from related party		~~341,000~~-			-341,000
Proceeds from promissory note		250,000			-
Proceeds from Working Capital Advance		-			250,000
Proceeds from promissory note – related party		591,508			-
Payment of offering costs		-			(70,000	)
Payments for redemptions of Class A ordinary shares		(217,525,458	)		-
Redemption of ordinary shares		(23,994,878	)		(217,525,458	)
Net cash used in Financing activities		(216,412,950	)		(20,085	)
Net cash used in financing activities		(23,567,974	)		(216,412,950	)
Net Change in Cash		(~~110~~7,~~482~~017	)		(~~626~~110,~~325~~482	)
Cash – Beginning		~~124~~13,~~237~~755			~~750~~124,~~562~~237
Cash – Ending	$	136,~~755~~738		$	~~124~~13,~~237~~755
Non-cash investing and financing activities
Reduction of deferred underwriting fee payable	$	8,231,688		$	-
Conversion of advances and short-term promissory notes to long-term promissory notes	$	-		$	91,000
Forgiveness of advances from related parties	$	560,556		$	-
Re-measurement of Class A ordinary shares subject to possible redemption amount	$	515,437		$	2,869,662
Conversion of advances and short-term promissory notes to long-term promissory notes	$	91,000		$	-
Deferred underwriting fee payable written-off	$	-		$	8,231,688
Re-measurement of Class A ordinary shares subject to possible redemption amount	$	2,869,662		$	3,387,827
Forgiveness of debt from related parties	$	-		$	560,556

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

F-6

ROTH CH ACQUISITION CO.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2023~~2024

Note 1 — Description of Organization and Business Operations

Roth CH Acquisition Co. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 20, 2021 with the name TKB Critical Technologies 1. The Company changed its name on September 7, 2023 to Roth CH Acquisition Co. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”).

The Company is not limited to a particular industry or geographic location for purposes of consummating an initial business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, ~~2023~~2024, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through December 31, ~~2023~~2024, relates to the Company’s formation and its initial public offering (the “IPO”), which is described below and, subsequent to the IPO, identifying a target company for an initial business combination. The Company will not generate any operating revenues until after the completion of the initial business combination, at the earliest. The Company generates non-operating income from the marketable securities held in the Trust Account up to the termination of the Trust Account (defined below).

The registration statement for the Company’s IPO was declared effective on October 26, 2021 (the “Effective Date”). On October 29, 2021, the Company consummated the IPO of 23,000,000 units (the “Units”), including 3,000,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 10,750,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Warrant in a private placement to TKB Sponsor I, LLC (the “Sponsor”), generating proceeds of $10,750,000.

Transaction costs of the IPO amounted to $21,140,059, consisting of $3,850,000 of underwriting discount, $8,800,000 of deferred underwriting discount, $7,748,431 excess fair value of founder shares and $741,628 of offering costs. Of these amounts, $19,774,814 was recorded to additional paid-in capital and $1,365,245 costs related to the warrant liability was expensed immediately using the residual allocation method.

Following the closing of the IPO on October 29, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States, which ~~will~~were be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in ~~any~~ any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an initial business combination; and (ii) the redemption of any Public Shares (as defined below) properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Articles”); and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial business combination by October 29, 2024 (or any extended period of time that the Company may have to consummate an initial business combination as a result of an amendment to its Articles) (the “Combination Period”). On April 29, 2024, pursuant to the Third Amendment, as described below, the Trust Account was voluntarily liquidated and the provisions in the Articles requiring that an initial business combination be completed within the Combination Period and other SPAC-related provisions (collectively, the “SPAC Provisions”) were eliminated.

Prior to the effectiveness of the Third Amendment, the Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully. Prior to the effectiveness of the Third Amendment, the Company was required to complete an initial business combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial business combination and could only complete an initial business combination if the post-transaction company owned or acquired 50% or more of the outstanding voting securities of the target or otherwise acquired an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

F-7

~~The~~Prior ~~Company’s~~to ~~management~~the ~~has~~effectiveness ~~broad~~of ~~discretion~~the ~~with~~Third ~~respect~~Amendment, the toCompany ~~the~~was ~~specific~~required ~~application~~to ofprovide ~~the net~~its ~~proceeds~~holders of the ~~IPO~~outstanding ~~and~~Public ~~the~~Shares ~~sale of~~ (the ~~Private~~“public ~~Placement~~shareholders”) ~~Warrants,~~with ~~although~~the ~~substantially~~opportunity ~~all~~to ofredeem ~~the~~all ~~net~~or ~~proceeds~~a ~~are~~portion ~~intended~~of totheir bePublic ~~applied~~Shares ~~generally~~upon ~~toward~~the ~~consummating~~completion of an initial business combination. ~~There~~either is(i) noin ~~assurance~~connection ~~that~~with a ~~the~~general ~~Company~~meeting ~~will~~called ~~be able~~ to ~~complete~~approve anthe initial business combination ~~successfully~~or (ii) by means of a tender offer. The ~~Company~~decision ~~must~~as ~~complete~~to whether the Company will seek shareholder approval of an initial business combination ~~with~~or ~~one~~conduct ora ~~more~~tender ~~operating~~offer ~~businesses~~will orbe ~~assets~~made ~~that together~~by ~~have~~the anCompany. ~~aggregate~~The public ~~fair~~shareholder ~~market~~will ~~value~~be ~~equal~~entitled to atredeem ~~least~~their ~~80%~~Public Shares for a pro rata portion of the ~~net~~amount ~~assets held~~then in the Trust Account (~~excluding~~$10.20 per ~~the~~Public ~~deferred~~Share ~~underwriting~~initially, ~~commissions~~plus ~~and~~any ~~taxes payable~~pro rata interest earned on the ~~income~~funds ~~earned~~held onin the Trust Account) atand not previously released to the Company ~~time~~to pay its tax obligations and which interest shall be net of ~~the~~taxes ~~Company’s~~payable), ~~signing~~calculated aas ~~definitive~~of ~~agreement~~two inbusiness ~~connection~~days ~~with~~prior ~~its~~to the completion of the initial business combination. ~~The~~ ~~Company~~There will ~~only~~be ~~complete~~no redemption rights upon the completion of an initial business combination with ifrespect to the ~~post-transaction company~~Company’s ~~owns~~warrants. orIn ~~acquires~~connection ~~50%~~with orthe ~~more~~approval of the ~~outstanding~~Third ~~voting~~Amendment ~~securities~~to ofremove the ~~target or~~SPAC ~~otherwise~~Provisions, ~~acquires~~the Company anamended ~~interest in~~ the ~~target~~Articles ~~business~~to orallow ~~assets~~shareholders ~~sufficient~~of ~~for it~~the ~~not~~Company to beobtain ~~required~~their topro ~~register~~rata asdistribution anof ~~investment~~funds ~~company~~held ~~under~~in the ~~Investment~~Trust ~~Company~~Account ~~Act~~and also retain ten (10%) percent of ~~1940,~~their asshares ~~amended~~upon ~~(the~~liquidation ~~“Investment~~of ~~Company~~the ~~Act”)~~Trust Account.

~~The~~On January 10, 2023, the Company, ~~will~~entered into ~~provide~~a ~~its~~business ~~holders~~combination ofagreement ~~the~~with ~~outstanding~~Wejo ~~Public~~Group ~~Shares~~Limited, (an exempted company limited by shares incorporated under the ~~“public~~laws ~~shareholders~~of Bermuda (“Wejo”), ~~with~~and ~~the~~Green ~~opportunity~~Merger toSubsidiary ~~redeem~~Limited, ~~all~~an orexempted acompany ~~portion~~incorporated ofunder ~~their~~the ~~Public~~laws ~~Shares~~of ~~upon~~ the Cayman Islands and ~~completion~~a ofdirect, anwholly ~~initial~~owned ~~business~~subsidiary ~~combination~~of ~~either~~Wejo (i“Merger Sub 1”) inand ~~connection~~upon ~~with~~execution of a ~~general meeting~~joinder ~~called~~ to ~~approve~~ the ~~initial~~ business combination oragreement, each ~~(ii)~~of byWejo ~~means~~Holdings ofLimited, aan ~~tender offer.~~exempted ~~The~~company ~~decision~~limited asby toshares ~~whether~~incorporated under the ~~Company~~laws ~~will~~of ~~seek~~Bermuda ~~shareholder~~and ~~approval~~a ofwholly anowned subsidiary ~~initial~~of ~~business~~Wejo ~~combination~~(“Holdco”) orand ~~conduct~~Wejo aAcquisition ~~tender~~Company ~~offer~~Limited, ~~will~~an beexempted ~~made~~company limited by shares incorporated under the ~~Company.~~laws ~~The~~of ~~public~~Bermuda ~~shareholder~~and ~~will~~a bewholly ~~entitled~~owned toSubsidiary ~~redeem~~of ~~their~~Holdco ~~Public~~(“Merger ~~Shares~~Sub ~~for~~2” aand ~~pro~~together ~~rata~~with Merger Sub 1) (as it may be amended, ~~portion~~restated, ofsupplemented ~~the~~or ~~amount~~otherwise ~~then~~modified infrom time to time, the ~~Trust~~“Business ~~Account~~Combination ~~($10~~Agreement”).20 ~~per~~On ~~Public~~June 25, ~~Share initially~~2023, ~~plus~~the ~~any~~Company, ~~pro~~Wejo, ~~rata~~Holdco, ~~interest~~Merger ~~earned~~Sub on1 ~~the~~and ~~funds~~Merger ~~held~~Sub in2 ~~the~~entered ~~Trust~~into ~~Account~~that ~~and~~certain ~~not~~Mutual ~~previously~~Termination Agreement (“Termination Agreement”) ~~released~~pursuant to which the ~~Company~~parties tomutually ~~pay~~agreed ~~its~~to ~~tax~~terminate ~~obligations~~the ~~and~~Business ~~which~~Combination ~~interest~~Agreement ~~shall~~pursuant beto ~~net~~Section 7.1(a) thereof. ofThe ~~taxes~~Termination ~~payable),~~Agreement ~~calculated~~also asincludes mutual releases of ~~two~~the ~~business~~parties. ~~days~~No ~~prior~~party will be required to ~~the~~pay ~~completion~~a termination fee as a result of the ~~initial~~ ~~business~~mutual ~~combination~~decision to enter into the Termination Agreement. The ~~per-share~~termination ~~amount~~of tothe beBusiness ~~distributed~~Combination toAgreement ~~public~~also ~~shareholders~~terminates ~~who~~the ~~redeem~~Voting ~~their~~Agreement, ~~Public~~dated ~~Shares~~as ~~will~~of ~~not~~January 10, be2023 ~~reduced~~(“Wejo byVoting ~~the~~Agreement”) ~~deferred~~between ~~underwriting commissions~~ the Company ~~will~~and ~~pay~~certain toshareholders of Wejo and the ~~underwriters~~Voting (Agreement, dated as ~~discussed~~of inJanuary 10, ~~Note~~2023 ~~8).~~(the ~~There~~“Sponsor ~~will~~Voting beAgreement”) nobetween the Company, ~~redemption~~Sponsor ~~rights~~and ~~upon~~Directors, pursuant to the ~~completion~~terms of anthe ~~initial~~Wejo ~~business~~Voting ~~combination~~Agreement ~~with~~and ~~respect to~~Sponsor ~~the~~Voting ~~Company’s~~Agreement, ~~warrants~~respectively.

The Company will only proceed with an initial business combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of an initial business combination and if the Company seeks shareholder approval. If the Company seeks shareholder approval, the Company will complete its initial business combination only if the Company receives approval pursuant to 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 Company, or (ii) if so authorized by the Company’s Articles, a unanimous written resolution of the shareholders. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing an initial business combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, 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 an initial business combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6), and any Public Shares purchased during or after the IPO in favor of approving an initial business combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks shareholder approval of an initial business combination and it does not conduct redemptions pursuant to the tender offer rules, the Articles provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

F-8

The Articles of the Company provides that only Public Shares and not any Founder Shares are entitled to redemption rights. In addition, the Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of an initial business combination and (b) not to propose an amendment to the Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of its Public Shares if the Company does not complete an initial business combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law, to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire as worthless if the Company fails to complete an initial business combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete an initial business combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete an initial business combination within the Combination Period. The underwriter has agreed to waive it right to its deferred underwriting commission held in the Trust Account in the event the Company does not complete an initial business combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

The Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered (other than its independent registered public accounting firm) or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 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 franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering 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 (except the Company’s independent registered public accounting firm), prospective target businesses and 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.

F-9

On January 10, 2023, the Company, entered into a business combination agreement with Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), and Green Merger Subsidiary Limited, an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (“Merger Sub 1”) and upon execution of a joinder to the business combination agreement, each of Wejo Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a wholly owned subsidiary of Wejo (“Holdco”) and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a wholly owned Subsidiary of Holdco (“Merger Sub 2” and together with Merger Sub 1) (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).

On January 27, 2023, the Company held an extraordinary general meeting (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the “Extension Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the “Articles”) to extend the date that the Company has to consummate a business combination from January 29, 2023 to June 29, 2023 (the “Extension Amendment”). The shareholders also approved a proposal (the “Trust Agreement Amendment Proposal”) to amend the Company’s Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company as trustee (the “Trust Agreement”), to make a corresponding extension to the date the Company must commence liquidation of the Trust Account from January 29, 2023, to June 29, 2023. In connection with the vote to approve the Extension Amendment Proposal, the holders of 17,533,296 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.38 per share, for an aggregate redemption amount of approximately $181.9 million.

On June 25, 2023, the Company, Wejo, Holdco, Merger Sub 1 and Merger Sub 2 entered into that certain Mutual Termination Agreement (“Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Business Combination Agreement pursuant to Section 7.1(a) thereof. The Termination Agreement also includes mutual releases of the parties. No party will be required to pay a termination fee as a result of the mutual decision to enter into the Termination Agreement. The termination of the Business Combination Agreement also terminates the Voting Agreement, dated as of January 10, 2023 (“Wejo Voting Agreement”) between the Company and certain shareholders of Wejo and the Voting Agreement, dated as of January 10, 2023 (the “Sponsor Voting Agreement”) between the Company, Sponsor and Directors, pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively.

On June 25, 2023, the Company, the Sponsor, each independent director of the Company (the “Directors”), and affiliates of Roth Capital Partners and Craig-Hallum Capital Group LLC (the “Buyers”) entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which Sponsor and the Directors have agreed to sell to Buyers, and Buyers have agreed to purchase from Sponsor and the Directors, an aggregate of 4,312,500 ordinary shares consisting of 4,237,500 Class A ordinary shares and 75,000 Class B ordinary shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate purchase price (the “Purchase Price”) of $1.00 (the “Transaction”). Following the closing of the Transaction, Sponsor will have certain continuing rights, including a right of first refusal to repurchase the Transferred Securities in certain circumstances as set forth in the Agreement and the right to invest up to 25% of certain financings. The closing of the Transaction is conditioned upon, among other things, (i) the termination of the Business Combination Agreement (as noted above) and the complete release of actual or potential claims or liabilities thereunder, (ii) continued listing of the Company’s Class A ordinary shares on Nasdaq, (iii) the waiver by the underwriters of the Company’s initial public offering of their rights to deferred underwriting compensation pursuant to the Underwriting Agreement dated as of October 26, 2021, between the Company and Jefferies LLC as representative of the underwriters named therein, and (iv) the occurrence of the Class B Conversion.

On June 26, 2023, the Company entered into a termination agreement (the “Termination Agreement”), pursuant to which the Company terminated the Administrative Services Agreement with Tartavull Klein Blatteis Capital, LLC dated October 26, 2021 and Tartavull Klein Blatteis Capital, LLC forgave and fully discharged all outstanding fees thereunder as of the date of the Closing.

F-108

On June 28, 2023, the Company held an extraordinary general meeting (the “Second Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the “Second Extension Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the “Articles”) to extend the date that the Company has to consummate a business combination from June 29, 2023 to October 29, 2024 (the “Extension Amendment”). The shareholders also approved a proposal (the “Second Trust Agreement Amendment Proposal”) to amend the Company’s Trust Agreement, to make a corresponding extension to the date by which the Trustee is obligated to liquidate the trust account to the later of (A) June 29, 2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO provided that the Sponsor or its designee deposits the Monthly Deposit (as defined below) into the trust account), or (B) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association. The term “Monthly Deposit” is defined in the Amendment to mean an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 3,347,468 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.64 per share, for an aggregate redemption amount of approximately $35,601,649. These shares were effectively canceled on July 7, 2023.

On each of January 5, 2024, February 6, 2024, and March 6, 2024, the Company deposited an additional $60,000, for an aggregate of $180,000, into the trust extending the date of which the Company has to complete a Business Combination to March 29, 2024.

On February 29, 2024, Gordon Roth resigned as Chief Financial Officer of the Company and the Board appointed Joseph Tonnos as Chief Financial Officer of the Company, effective February 29, 2024. Mr. Roth’s decision to resign was not the result of any dispute or disagreement with the Company or any matter relating to the Company’s operations, policies or practices.

On April 3, 2024, the Overpayment Amount, as described in Note 8, was deposited back into Trust Account.

On April 15, 2024, Roth CH Acquisition Co. (the “Company”) announced that it had notified the Nasdaq Stock Market LLC (“Nasdaq”) of its decision to voluntarily delist its Class A Ordinary Shares, Units and Warrants exercisable for one Class A Ordinary Share at an exercise price of $11.50 from the Nasdaq Global Market. The Company filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to remove its Class A Ordinary Shares, Units, and Warrants from listing on the Nasdaq Global Market on April 25, 2024 and as a result, the delisting became effective on April 25, 2024. The Company remains subject to such reporting obligations under Sections 13 and 15(d) of the Exchange Act. Following the delisting, the Company has its Class A Ordinary Shares, Units, and Warrants quoted on a market operated by OTC Markets Group Inc. (the “OTC”) so that a trading market may continue to exist for such securities.

On April 29, 2024, the shareholders approved the Third Amendment. The Third Amendment reflects the removal of the provisions contained in the Articles that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 100% of the Company’s Public Shares following distribution of the funds held in the Company’s trust account established in connection with the IPO. In connection with the implementation of the Third Amendment, the Company redeemed 90% of the Public Shares and provided each holder their pro rata share of the balance in the Trust Account. The trust liquidation was effective May 15, 2024.

Liquidity and Going Concern

As of December 31, ~~2023~~2024, the Company had $136,~~755~~738 cash and a working capital deficit of $12,~~291~~021,~~564~~686. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company expects that it will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On January 27, 2023, the Company’s shareholders approved an amendment to the Articles to extend the end of the Combination Period from January 29, 2023 to June 29, 2023 (the “Extension”). The shareholders also approved an amendment to the Company’s Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company as trustee (the “Trust Agreement”), to make a corresponding extension to the date the Company must commence liquidation of the Trust Account from January 29, 2023 to June 29, 2023. On January 31, 2023, in connection with the vote to approve the Extension, the holders of 17,533,296 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.38 per share, for an aggregate redemption amount of approximately $181.F-9 ~~million.~~

On ~~June~~April 2829, ~~2023~~2024, the ~~Company~~shareholders ~~held an~~approved ~~extraordinary general meeting (~~the ~~“Second~~Third ~~Extraordinary General Meeting”)~~Amendment. AtThe ~~the~~Third ~~Extraordinary General Meeting, the shareholders approved a proposal (the “Second Extension~~ Amendment ~~Proposal”)~~reflects ~~to amend~~ the ~~Company’s~~removal ~~Amended and restated memorandum and articles~~ of ~~association (~~the ~~“Articles”)~~provisions tocontained ~~extend~~in the ~~date~~Articles that ~~the~~are ~~Company~~applicable ~~has~~ to ~~consummate a business combination from June 29~~SPACs, ~~2023 to October 29, 2024 (the “Extension Amendment”). The shareholders~~ ~~also~~including ~~approved a proposal (~~the ~~“Second~~requirement ~~Trust~~to ~~Agreement~~redeem ~~Amendment~~and ~~Proposal”)~~cancel to100% ~~amend~~of the Company’s ~~Trust~~Public ~~Agreement, to~~Shares ~~make~~following adistribution ~~corresponding~~of ~~extension to~~ the ~~date~~funds byheld ~~which~~in the ~~Trustee is obligated to liquidate the trust account to the later of (A) June 29,~~ ~~2023 provided that the~~ Company’s ~~may extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO provided that the Sponsor or its designee deposits the Monthly Deposit (as defined below) into the~~ trust account), orestablished ~~(B) such later date as may be approved by the Company’s shareholders~~ in ~~accordance~~connection with the ~~Company’s amended and restated memorandum and articles of association~~IPO. ~~The term “Monthly Deposit” is defined in the Amendment to mean an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding.~~ In connection with the ~~vote~~implementation toof ~~approve~~ the ~~Second~~Third ~~Extension~~ Amendment ~~Proposal~~, the ~~holders of 3,347,468 Class A ordinary shares properly~~ ~~exercised~~Company ~~their~~redeemed ~~right~~90% ~~to redeem their shares for cash at a redemption price~~ of ~~approximately $10.64 per share, for an aggregate redemption amount of approximately $35,601,649. These shares were effectively canceled on July 7, 2023. As of~~ the ~~date~~Public ofShares ~~these~~and ~~financial statements,~~provided ~~the~~each ~~Company~~holder ~~has~~their ~~deposited~~pro anrata ~~aggregate~~share of ~~$540,000 into~~ the ~~trust~~balance ~~account~~in ~~for a total of Nine Monthly Deposits, thereby extending~~ the ~~Business~~Trust ~~Combination period to March 29, 2024~~Account.

FThe Company assessed going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”) Topic 205-1140, “Basis of Presentation – Going Concern”. Management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities.

The Company assessed going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”) Topic 205-40, “Basis of Presentation – Going Concern”. The Company has until March 29, 2024 (absent any extensions of such period by the Company’s shareholders) to consummate an initial business combination. While the Company intends to complete a business combination before the mandatory liquidation date, it is uncertain that the Company will be able to consummate an initial business combination by that time. If an initial business combination is not consummated by that date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 29, 2024.

Risks and Uncertainties

~~Management~~The ~~continues~~United States toand ~~evaluate~~global markets are experiencing volatility and disruption following the ~~impact~~geopolitical ofinstability resulting from the ~~COVID~~ongoing Russia-19Ukraine ~~pandemic~~conflict and ~~has~~the recent ~~concluded~~escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization ~~that~~(“NATO”) ~~while~~deployed itadditional ismilitary ~~reasonably~~forces ~~possible~~to ~~that~~eastern Europe, and the ~~virus~~United States, ~~could~~the United Kingdom, the European Union and other countries have aannounced ~~negative~~various ~~effect~~sanctions onand restrictive actions against Russia, Belarus and related individuals and entities, including the ~~Company’s~~removal of certain financial ~~position,~~institutions ~~results~~from ofthe ~~its~~Society ~~operations~~for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and/ may continue to provide military aid or ~~search~~other assistance ~~for~~to Ukraine and to Israel, increasing geopolitical tensions among a ~~target~~number ~~company~~of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the ~~specific~~United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact ison ~~not~~regional ~~readily~~and ~~determinable~~global aseconomies. ofAlthough the ~~date~~length and impact of ~~these~~the ~~financial~~ongoing conflicts ~~statements.~~are ~~The~~highly ~~financial~~unpredictable, ~~statements~~they ~~does~~could ~~not~~lead ~~include~~to ~~any~~market ~~adjustments~~disruptions, ~~that~~including ~~might~~significant ~~result~~volatility in commodity prices, credit and capital ~~from~~markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the ~~outcome~~global economy and financial markets and lead to instability and lack of ~~this~~liquidity ~~uncertainty~~in capital markets.

InAny ~~February 2022,~~of the ~~Russian~~above-mentioned ~~Federation~~factors, ~~and~~or ~~Belarus~~any ~~commenced~~other negative aimpact ~~military~~on ~~action with~~ the ~~country of~~global ~~Ukraine. As a result of this action~~economy, ~~various~~capital ~~nations,~~markets ~~including~~or ~~the~~other ~~United~~geopolitical ~~States, have~~conditions ~~instituted~~resulting ~~economic~~from ~~sanctions against~~ the Russian ~~Federation~~invasion ~~and~~of ~~Belarus. Further~~Ukraine, the ~~impact~~escalation of ~~this~~the ~~action~~Israel-Hamas conflict and ~~related~~subsequent sanctions onor ~~the~~related ~~world~~actions, ~~economy~~could ~~are~~adversely ~~not~~affect ~~determinable as of~~ the ~~date of these financial statements. The specific impact on the~~ Company’s ~~financial~~search for ~~condition,~~an ~~results~~initial ofbusiness ~~operations~~combination and ~~cash~~any ~~flows~~target isbusiness ~~also~~with ~~not~~which ~~determinable as~~the ofCompany ~~the~~may ~~date~~ultimately ofconsummate ~~these~~an ~~financial~~initial ~~statements~~Business Combination.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

F-10

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

F-12

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $136,~~755~~738 and $~~124~~13,~~237~~755 of operating cash as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively. As of December 31, ~~2023~~2024 and ~~2022~~2023, the ~~company~~Company had no cash equivalents.

Cash and Marketable Securities Held in Trust Account

Following the closing of the IPO on October 29, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account iswas intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Articles (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial business combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the Combination Period, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the Public Shares. As of December 31, ~~2023~~2024, ~~and~~the ~~2022~~Trust account was fully liquidated. As of December 31, 2023, substantially all of the assets held in the money market funds were invested primarily in U.S. Treasury securities.

Offering Costs Associated with IPO

Offering costs consisted of legal, accounting and other expenses incurred through the IPO that were directly related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the IPO. Accordingly, on October 29, 2021, offering costs ~~totaled~~totalled $21,140,059 (consisting of $3,850,000 of underwriting fees, $8,800,000 of deferred underwriting fees, $7,748,431 excess fair value of Founder Shares and $741,628 of actual offering costs, with $1,365,245 included in the statement of operations for the period ending December 31, 2021 as an allocation for the Public Warrants and the Private Placement Warrants, and $19,774,814 included in additional paid-in capital).

F-11

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

F-13

Warrant Liabilities

The Company accounts for the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements from equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. See Note 9 for valuation methodology of warrants.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature, except warrant liabilities.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

F-12

Class A Ordinary Shares Subject to Possible Redemption

As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company had 75,~~794~~836,~~236,~~553 and 237,~~000~~794,~~000~~ 236 Class A ordinary shares outstanding, of which zero and 2,119,236 ~~and 23,000,000~~ shares are Class A ordinary shares subject to redemption, respectively. The Company ~~accounts~~accounted for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption ~~are~~ are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares subject to possible redemption ~~feature~~featured certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, ~~2023~~2024 and ~~2022~~2023, zero and 2,119,236 ~~and 23,000,000~~ of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets, respectively.

~~F-14~~The Company recognized changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

~~The~~As ~~Company~~of ~~recognizes~~December 31, ~~changes~~2024 ~~in redemption value immediately as they occur~~ and ~~adjusts~~ 2023, the ~~carrying~~Class ~~value~~A ~~of redeemable~~ ordinary shares subject to ~~equal~~possible ~~the~~ redemption, ~~value at~~classified ~~the~~as ~~end~~temporary ofequity ~~each reporting period. Increases or decreases~~ in the ~~carrying~~balance ~~amount~~sheets, ~~of redeemable ordinary shares~~ are ~~affected by~~reconciled ~~charges against additional paid~~ in ~~capital~~the ~~and~~following ~~accumulated deficit.~~table:

As of December 31, 2023 and 2022, the Class A ordinary shares subject to possible redemption, classified as temporary equity in the balance sheets, are reconciled in the following table:

Temporary equity balance sheet
	Shares			Amount
Class A ordinary shares subject to possible redemption, December 31, 2022		23,000,000		$	237,987,827
Less:
Redemptions on January 31, 2023		(17,533,296	)		(181,923,809	)
Redemptions on June 28, 2023		(3,347,468	)		(35,601,649	)
Plus:
Trust Account receivable (Note 8)		-			147,410
Re-measurement of carrying value to redemption value		-			2,869,662
Class A ordinary shares subject to possible redemption at December 31, 2023		2,119,236			23,479,441
Less:
Redemptions		(1,957,683	)		(23,994,878	)
Reclassification of Class A redeemable shares		(161,553	)		-
Plus:
Re-measurement of carrying value to redemption value		-			515,437
Class A ordinary shares subject to possible redemption at December 31, 2024		-		$	-

Temporary equity balance sheet
	Shares			Amount
Class A ordinary shares subject to possible redemption at December 31, 2021		23,000,000		$	234,600,000
Plus:
Re-measurement of carrying value to redemption value		-			3,387,827
Class A ordinary shares subject to possible redemption, December 31, 2022		23,000,000			237,987,827
Less:
Redemptions on January 31, 2023		(17,533,296	)		(181,923,809	)
Redemptions on June 28, 2023		(3,347,468	)		(35,601,649	)
Plus:
Trust Account receivable (Note 8)		-			147,410
Re-measurement of carrying value to redemption value		-			2,869,662
Class A ordinary shares subject to possible redemption at December 31, 2023		2,119,236		$	23,479,441

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, ~~2023~~2024 and ~~2022~~2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

F-13

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.

F-15

Net Income Per Ordinary Share

The Company complies with accounting and ~~disclosure~~ disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) IPO and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 22,250,000 Class A ordinary shares in the aggregate. As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

Schedule of Earnings Per Share, Basic and Diluted
	For the Year EndedDecember 31, 2023				For the Year EndedDecember 31, 2022
	For the Years Ended December 31,
	2024				2023
	Class A redeemable		Class A and B non-redeemable		Class A redeemable		Class A and B non-redeemable
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	114,~~243,545~~123	$	1104,~~343,207~~942	$	81,~~996~~243,~~273~~545	$	21,~~249~~343,~~068~~207
Denominator:
Basic and diluted weighted average ordinary shares outstanding		5787,~~323,369~~476		5,~~750~~851,~~000~~522		235,~~000~~323,~~000~~369		5,750,000
Basic and diluted net income per ordinary share	$	0.2302	$	0.2302	$	0.3923	$	0.3923

Related Parties

Parties, which can be a corporation or an individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal ~~Depository~~Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account.

F-14

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The ~~Company~~adoption isof ~~currently~~this guidance ~~assessing~~did ~~the~~not ~~impact,~~have ifa ~~any,~~material ~~that~~impact ~~ASU 2020-06 would have~~ on ~~its~~the Company’s financial ~~position, results of operations or cash flows~~statements.

F-16

Note 3 — Initial Public Offering

In connection with the Company’s IPO, on October 29, 2021, the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share (“Public Shares”) and one-half of one warrant (“Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).

An aggregate of $10.20 per Unit sold in the IPO was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of October 29, 2021, $234,600,000 of the IPO proceeds and proceeds from the sale of the Private Placement Warrants was held in the Trust Account, representing an overfunding of the Trust Account of 102.0% of the IPO size.

Transaction costs as of the IPO date amounted to $21,140,059, consisting of $3,850,000 of underwriting discount, $8,800,000 of deferred underwriting discount, $7,748,431 excess fair value of Founder Shares and $741,628 of offering costs.

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 10,750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($10,750,000 in the aggregate). Each Private Placement Warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete an initial business combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

F-15

Note 5 — Related Party Transactions

Founder Shares

In April 2021, the Sponsor purchased 5,750,000 shares of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ overallotment option was not exercised in full or in part, so that the number of Founder Shares collectively represents 20% of the Company’s issued and outstanding ordinary shares after the IPO. Simultaneously with the closing of the IPO, the underwriters exercised the over-allotment option in full. Accordingly, 750,000 Founder Shares are no longer subject to forfeiture.

The Sponsor ~~has~~ agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an initial business combination or (B) subsequent to an initial business combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial business combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

On October 8, 2021, the Sponsor entered into agreements with certain funds managed by Apollo Capital Management, L.P. (collectively, “Apollo”), certain funds managements by Atalaya Capital Management, LP (“Atalaya”) and Meteora Capital Partners, L.P. and funds affiliated with Meteora Capital Partners, L.P. (collectively “Meteora”) (individually and collectively, the “anchor investors”). Each of the anchor investors purchased 9.9% of the Units in the IPO (excluding Units issued in connection with the exercise of the over-allotment option). Each of Apollo and Atalaya agreed to purchase interests in the Sponsor representing approximately 7% of the Founder Shares and Private Placement Warrants at approximately the cost of such securities to the Sponsor, with the Sponsor’s obligation to sell some or all of such interests conditioned upon such anchor investor’s purchase of the Units.

F-17

Meteora entered into a separate agreement with the Sponsor pursuant to which it agreed to purchase interests in the Sponsor representing approximately 6.4% of the Founder Shares for approximately 3.7% of the cost of the Founder Shares and Private Placement Warrants to the Sponsor.

The anchor investors acquired from the Sponsor an indirect economic interest in an aggregate of 1,173,000 Founder Shares at the original purchase price that the Sponsor paid for the Founder Shares. The Sponsor has agreed to distribute the Founder Shares to the anchor investors after the completion of an initial business combination. The Company estimates the aggregate fair value of the Founder Shares attributable to the anchor investors to be approximately $7,753,530, or $6.61 per share.

The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed as incurred in the statement of operations. Offering costs allocated to the Public Shares were charged to shareholder’s deficit upon the completion of the IPO.

On October 7, 2022, the Company entered into a vendor agreement, as described in Note 8, whereas the Sponsor assigned 23,883 Class B ordinary shares to the vendor, effective upon the completion of a successful initial business combination.

The assignment of the Founder Shares to the vendor is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company has hired a valuation firm to assess, using the lattice model, the fair value associated with the Founder Shares granted. The fair value of the 23,883 shares granted to the Company’s vendor in October 2022 was $28,946 or $1.212 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of an initial business combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is met under the applicable accounting literature in this circumstance. As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company determined the performance conditions had not been met, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date the performance conditions are met (i.e., upon consummation of an initial business combination) in an amount equal to the number of Founder Shares vested times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

~~On June 25, 2023, the Company, the Sponsor, each independent director of the Company (the “Directors”), and affiliates of Roth Capital Partners and Craig~~F-Hallum Capital Group llc (the “Buyers”) entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which Sponsor and the Directors have agreed to sell to Buyers, and Buyers have agreed to purchase from Sponsor and the Directors, an aggregate of 4,312,500 ordinary shares consisting of 4,237,500 Class A ordinary shares and 75,000 Class B ordinary shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate purchase price (the “Purchase Price”) of $1.00 (the “Transaction”). Pursuant to the agreement, among other things:16

●On onJune 25, ~~the~~2023, ~~closing date of~~ the ~~Transaction~~Company, (the ~~“Closing Date”), Buyers will contribute $31,000 to~~ Sponsor ~~to be used to pay certain outstanding invoices~~, each ~~loans,~~independent ~~accounts~~director ~~payable, accrued expenses and other liabilities~~ of the Company; ~~● on~~ (the ~~closing date of the Company’s initial business combination~~“Directors”), ~~Buyers~~and ~~will~~affiliates ~~cause~~of ~~the~~Roth ~~Company~~Capital toPartners ~~use~~and ~~$300,000~~Craig-Hallum Capital toGroup ~~pay~~llc ~~certain liabilities; ● conditioned on~~ (the ~~approval~~“Buyers”) byentered ~~the~~into ~~Company’s~~a ~~shareholders~~Securities ofTransfer ~~the~~Agreement ~~Extension~~ (asthe ~~defined below~~“Agreement”), ~~Buyers~~pursuant ~~will contribute~~ to which the ~~Company~~Buyers aspurchased afrom ~~loan~~Sponsor and the ~~lesser of (i) $60~~Directors,~~000~~ ~~and (ii)~~ an aggregate ~~amount~~of ~~equal~~4,312,500 ordinary toshares ~~$0.03~~consisting ~~multiplied~~of by4,237,500 Class ~~the~~A ~~number~~ordinary ~~of public~~ shares ofand ~~the~~75,000 Class ~~Company~~B ~~that~~ordinary ~~are~~shares ~~not~~and ~~redeemed~~8,062,500 private inplacement ~~connection~~warrants ~~with~~(together, the ~~shareholder~~“Transferred ~~vote~~Securities”) tofor ~~approve~~an ~~the~~aggregate ~~Extension,~~purchase ~~for~~price ~~each~~(the ~~month~~“Purchase Price”) of $1.00 (the ~~Extension elected by Buyers;~~“Transaction”).

F-18

● prior to the Closing Date, the Directors will convert the portion of the Class B ordinary shares to be retained by them following the transfer of the Transferred Securities into Class A ordinary shares of the Company on a one-for-one basis (the “Class B Conversion”); ● effective on the Closing Date, Philippe Tartavull, Greg Klein and Angela Blatteis will resign from their roles as officers and directors of the Company and the Company will appoint the individuals designated by Buyers as officers and directors; ● upon the expiration of certain waiting periods contemplated by the Agreement, the incumbent independent directors of the Company will resign and be replaced by individuals designated by Buyers.

Forward Purchase Agreements

The Company entered into separate forward purchase agreements (the “Forward Purchase Agreements”) with Apollo and Atalaya (the “Forward Purchasers”) on August 13, 2021, and August 4, 2021, respectively. The Forward Purchase Agreements provide, at the Company’s option, for the aggregate purchase of up to 9,600,000 Class A ordinary shares and 4,800,000 warrants to purchase Class A ordinary shares for an aggregate price of $96.0 million ($10.00 for one Class A ordinary share and one half of one warrant), in private placements that will close concurrently with the closing of the initial business combination. The forward purchase shares and forward purchase warrants will be identical to the Class A ordinary shares and Public Warrants included in the Units sold in the IPO. Each Forward Purchaser’s commitment under its Forward Purchase Agreement is subject to certain conditions including investment committee approval. The forward purchase agreements were terminated effective October 24, 2023.

Promissory Note – Related Party

InOn ~~April~~July ~~2021~~1, 2023 the ~~Sponsor~~Company ~~issued~~entered aninto ~~unsecured~~ a promissory note towith the ~~Company~~Buyers ~~(the~~for ~~“Promissory Note”), pursuant to which the Company may borrow~~ up to an aggregate ~~principal amount~~ of $~~300~~1,000,000 (the “2023 Promissory Note). The 2023 Promissory Note ~~was~~is non-interest bearing and payable onupon the earlier of ~~December 31,~~the ~~2022,~~date oron which the ~~consummation~~Company consummates an initial business combination, the liquidation of the ~~IPO.~~Company, Onor October 29, ~~2021,~~2024. ~~the~~The ~~Company~~Note does ~~repaid~~not ~~the~~bear ~~Sponsor~~any ~~$300~~interest. On August 8,~~000~~ ~~for~~2024, ~~amounts~~the ~~outstanding~~Company ~~under~~amended the terms of the 2023 Promissory Note. ~~However,~~to increase the ~~promissory~~aggregate principal ~~note~~amount ~~balance~~that onmay ~~October 29,~~be ~~2021~~borrowed ~~was~~to $~~279~~2,~~597~~000,000 and, asto ~~such,~~extend the ~~Company~~maturity ~~recorded~~to aJune ~~$20~~30,~~403~~ ~~related party receivable for the over-payment~~2025. As of December 31, ~~2023~~2024 and ~~2022~~ 2023, there ~~were~~was no$1,109,412 and $682,508 amounts outstanding under the 2023 Promissory Note, respectively.

On July 1, 2023 the Company entered into a promissory note with the Buyers for up to an aggregate of $1,000,000 (the “2023 Promissory Note). The 2023 Promissory Note is non-interest bearing and payable upon the earlier of the date on which the Company consummates an initial business combination, the liquidation of the Company, or October 29, 2024. The Note does not bear any interest. As of December 31, 2023, there was $682,508 amounts outstanding under the 2023 Promissory Note.

Administrative Services Agreement

The Company has entered into an agreement commencing on November 28, 2021, with Tartavull Klein Blatteis Capital, LLC (“TKB Capital”), an affiliate of the Sponsor, pursuant to which the Company ~~will~~agreed to pay TKB Capital a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. ~~Upon~~For ~~completion of~~ the ~~initial~~year ~~business~~ended ~~combination or the Company’s liquidation~~December 31, 2023, the Company ~~will~~incurred ~~cease~~$60,000 ~~paying~~of fees for these ~~monthly fees~~services. ~~For~~On ~~the~~June ~~year ended December 31~~26, 2023, the Company ~~incurred~~entered ~~$60~~into a termination agreement (the “Termination Agreement”),~~000~~ ofpursuant ~~fees~~to ~~for~~which ~~these~~the ~~services.~~Company ~~For~~terminated the ~~year~~Administrative ~~ended~~Services ~~December 31~~Agreement with Tartavull Klein Blatteis Capital, ~~2022~~LLC dated October 26, ~~the~~2021 ~~Company~~and ~~incurred~~Tartavull ~~$120~~Klein Blatteis Capital,~~000~~ ofLLC forgave and fully discharged all outstanding fees thereunder ~~for~~as ~~these~~of ~~services~~the date of the Closing. As of December 31, ~~2023~~2024 and ~~2022~~2023, there ~~was~~no $0amounts ~~and $100,000~~ included in accrued expenses in the accompanying balance sheets, respectively.

F-19

Related Party Loans

In order to finance transaction costs in connection with an initial business combination, the Sponsor, certain of the Company’s officers, directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial 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 an initial 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 an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, ~~2023~~2024 and ~~2022~~2023, no Working Capital Loans were outstanding.

Working Capital Advance

On January 26, 2023, in connection with the proposed Business Combination with Wejo, Sponsor entered into a promissory note (the “Phelan Note”) with Daniel Phelan (the “Lender”), which ~~provides~~ provided for working capital for the Company in an aggregate principal amount of up to $750,000. The Phelan Note was amended and restated on March 9, 2023. As of January 30, 2023, Sponsor had drawn $250,000 under the Phelan Note and subsequently advanced these funds to the Company. The Phelan Note iswas non-interest bearing and non-convertible. All unpaid principal accrued under the Phelan Note ~~will~~was to be repaid at the closing of the Business Combination or the earlier termination of the Business Combination Agreement in certain circumstances specified in the Phelan Note. In consideration for the Phelan Note, Sponsor agreed to pay to the Lender at the closing of the Business Combination a commitment fee equal to 50% of the then-outstanding principal balance of the Phelan Note up to a maximum of $375,000. If the Business Combination ~~does~~did not close, the commitment fee ~~will~~would not be paid. AsDuring ~~of December 31,~~ 2023, the Sponsor forgave the debt from the Company and the Company recorded a contribution from sponsor of $250,000. In addition, the Company recorded a $125,000 expense and a corresponding increase in additional paid in capital related to the commitment fee that will be paid by the Sponsor upon the closing of the Business Combination.

Wejo Assignment and Assumption Agreement

On January 5, 2023, the Sponsor entered into an assignment and assumption agreement with Wejo, which was subsequently amended and restated on March 2, 2023 (the “Wejo Assignment”), pursuant to which Wejo agreed to pay the Sponsor an aggregate of $295,000 to fund the Company’s working capital requirements and the Sponsor agreed to assign to Wejo, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 83,250 Founder Shares and 250,000 Private Warrants. Wejo paid $250,000 to the Sponsor on January 11, 2023 and $45,000 to the Sponsor on March 2, 2023, for an aggregate payment of $295,000. The warrants and shares, the Company estimated the fair value of the 83,250 Founder Shares and 250,000 Private Warrants was $294,289 and $7,500, respectively, for an aggregate $301,789 on January 5, 2023. The fair value of the Founder Shares was determined using the value of the Class A Units, reduced by the probability of no acquisition and by a discount for a lack of marketability with a volatility of 107.88%, risk-free rate of 4.78% and a stock price of $10.33 as of the valuation date of January 5, 2023. The Private Placement Warrants were valued at $0.03 per warrant, which was the closing price of the Company’s public warrants on January 5, 2023. The Company utilized this value as Private Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market under the ticker USCTW (See Note 9). As a result, there was a loss on the sale of the shares and warrants of $6,789.

The Sponsor subsequently advanced $250,000 in funds to the Company’s for working capital purposes. The advance iswas non-interest bearing, unsecured, and payable in cash upon the consummation of the Company’s initial business combination. The warrants and shares, the Company estimated the fair value of the 83,250 Founder Shares and 250,000 Private Warrants was $294,289 and $7,500, respectively, for an aggregate $301,789 on January 5, 2023. The fair value of the Founder Shares was determined using the value of the Class A Units, reduced by the probability of no acquisition and by a discount for a lack of marketability with a volatility of 107.88%, risk-free rate of 4.78% and a stock price of $10.33 as of the valuation date of January 5, 2023. The Private Placement Warrants were valued at $0.03 per warrant, which was the closing price of the Company’s public warrants on January 5, 2023. The Company utilized this value as Private Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market under the ticker USCTW (See Note 9). As a result, there was a loss on the sale of the shares and warrants of $6,789. During the year ended December 31, 2023, the Sponsor forgave the debt and the Company recorded a contribution from sponsor of $250,000 and a contribution of capital by Sponsor of $5,753.

F-2018

Forgiveness of related party accrued expenses

In connection with the ~~securities~~Securities ~~transfer~~Transfer Agreement described above, affiliates of the of Sponsor forgave $60,556 of previously accrued expenses, of which $57,335 related to the Administrative Services Agreement described above and $3,221 relates to reimbursable expenses paid by the affiliate on behalf of the Company. As a result, a capital contribution of $60,556 was recorded asduring ofthe year ended December 31, 2023.

Note 6 — Shareholders’ Deficit

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, ~~2023~~2024 and ~~2022~~2023, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At December 31, 2024 ~~2023~~ and ~~2022~~2023, there were 5,~~675~~836,~~000~~553 and no 5,675,000 Class A ordinary shares issued and outstanding, excluding ~~2,119,236~~zero and 232,~~000~~119,~~000~~ 236 Class A ordinary shares subject to possible redemption as presented in temporary equity, respectively.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. At December 31, ~~2023~~2024 and ~~2022~~2023, there were 75,000 ~~and 5,750,000~~ Class B ordinary shares issued and outstanding~~, respectively~~.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial business combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of an initial business combination on a one-for-one basis, subject to adjustment. In the case that additional 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 an initial business combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued by the Company in connection with or in relation to the consummation of the initial business combination, excluding any forward purchase securities, any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

Conversion of Class B shares

On January 18, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles of Association of the Company, the Sponsor, the holder of an aggregate of 5,650,000 of the Company’s outstanding Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), elected to convert each outstanding Class B Share held by it on a one-for-one basis into Class A ordinary shares, par value $0.0001 per share (“Class A Shares”) of the Company, with immediate effect. Following such conversion, as of January 18, 2023, the Company had an aggregate of 28,650,000 Class A Shares issued and outstanding and 100,000 Class B Shares issued and outstanding. On June 28, 2023, holders of an aggregate of 25,000 of the remaining outstanding Class B Shares elected to convert their Class B Shares into Class A Shares. The Class A ordinary shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Conversion, including, and among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s IPO. The Company modified its balance sheet and statements of shareholders equity to reflect the impact of these conversions.

F-2119

Note 7 — Warrant Liabilities

The Company accounts for the 22,250,000 warrants that were issued in the IPO (representing 11,500,000 Public Warrants and 10,750,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The warrants do not meet the criteria to be considered indexed to the Company’s stock due to settlement provisions that result in holders of warrants receiving variable settlement amounts determined by the reference table. Additionally, an event that is not within the entity’s control could require net cash settlement, thus precluding equity classification. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

Warrants — Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless holders purchase at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable 30 days after the completion of an initial business combination.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the Class A ordinary shares issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial business combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement filed in connection with its IPO or a new registration statement covering registration under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60^th day after the closing of an initial business combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

F-2220

	●	at a price of $0.01 per warrant;

	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

	●	if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.10 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary share;

●

if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and

●

if the last reported sale price of the Class A ordinary share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities (excluding the forward purchase securities) for capital raising purposes in connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of an initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

F-2321

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of Class A ordinary shares as described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Note 8 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans and forward purchase securities that may be issued pursuant to the Forward Purchase Agreements (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, forward purchase warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments at the IPO price less the underwriting discount. On October 29, 2021, the underwriters exercised the over-allotment option in full, generating an additional $30,000,000 in gross proceeds. As a result of the over-allotment being exercised in full, the Sponsor did not forfeit any Founder Shares back to the Company. The underwriters were paid a cash-underwriting discount of $3,850,000 in the aggregate at the closing of the IPO. In addition, $0.35 per Unit, or $8,050,000, and $750,000 of deferred underwriting commissions ($8,800,000 in the aggregate) is payable to the underwriters for deferred underwriting commissions. The deferred fee is payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

In June 2023, the underwriters agreed to waive its entitlement to the deferred underwriting commission of $8,800,000 to which it became entitled upon completion of the Company’s Initial Public Offering, subject to the consummation of the Transaction. As a result, the Company derecognized the deferred underwriting fee payable of $8,800,000 ~~and recorded~~ $8,231,688 of the forgiveness of the deferred underwriting fee allocated to Public Shares to the carrying value of the shares of Class A ordinary shares and the remaining balance of $568,312 was as a gain from extinguishment of liability allocated to warrant liabilities and is included in forgiveness of debt on the Company’s statements of operations. ~~As of December 31, 2023 and 2022, the deferred underwriting fee payable is $0 and $8,800,000, respectively.~~

Broker Dealer Agreements

The Company entered into seven broker dealer agreements through December 31, ~~2023~~2024, for the purposes of identifying a target company (“Target”) in connection with the Company’s initial business combination. While the terms of these agreements vary, each agreement ~~reflects~~ reflects that the broker dealer (the “Finder”) will be entitled to a fee if they identify potential targets with which the Company completes a business combination. As of December 31, ~~2023~~2024, the Company had not accrued any amounts related to any broker dealer agreements. None of the Finders are entitled to aany fee ~~in connection with the proposed Business Combination with Wejo which was terminated in June 2023~~.

F-2422

Consulting Agreements

The Company entered into nineteen consulting agreements through December 31, ~~2023~~2024.

With respect to seventeen of the nineteen consulting agreements, during the term of each agreement, the consultant (“Consultant”) will advise the Company concerning matters related to qualifying business combinations, including services such as valuation, diligence and general advice with respect to the business, operations and financial conditions of any such counterparty to a qualifying business combination. Upon closing of an initial business combination, the Company will pay the Consultant a base fee of $350,000. In lieu of, and not in addition to the base fee, the Company will pay a bonus fee of $1,000,000 if the Company and the Consultant mutually determine and agree that the Consultant will provide advice or services that are of a different kind than those contemplated in the agreement. In lieu of and not in addition to the base fee and bonus fee, the Company will pay to the Consultant an additional fee equal to 0.5% of the pre-money equity value of the Target if the Company and the Consultant mutually determine and agree that the Consultant provided, or will provide, material support in connection with the evaluation, negotiation, execution or marketing of an initial business combination that is ultimately consummated by the Company. Payment to the Consultant is dependent upon the closing of an initial business combination.

On August 3, 2022, the Company entered into a consulting agreement. During the term of this agreement, the Consultant will advise the Company concerning matters related to qualifying business combinations, including services such as valuation, diligence and general advice with respect to the business, operations and financial conditions of any such counterparty to a qualifying business combination. As consideration for the services performed by the Consultant during the term of the agreement, upon the closing of an initial business combination, the Company shall pay to the Consultant a fee equal to one percent (1%) of the pre-money equity value of the Target, as stated in the Agreement and Plan of Merger executed between the Company and the Target (which such pre-money equity value shall be determined in a manner consistent with disclosures set forth in the proxy statement/prospectus filed in connection with such initial business combination). Payment to the Consultant is dependent upon the closing of an initial business combination.

On October 25, 2022, the Company entered into a consulting agreement. During the term of this agreement, the consultant (“Consultant”) will advise the Company concerning matters related to qualifying business combinations, including services such as valuation, diligence and general advice with respect to the business, operations and financial conditions of any such counterparty to a qualifying business combination. In consideration for the services performed by the Consultant during the term, upon the closing of an initial business combination, the Company shall pay to the Consultant, in shares at close, 100,000 shares of the surviving entity.

As of December 31, ~~2023~~2024, no work has been performed related to any of the aforementioned consulting agreements and thus the Company did not accrue any amounts related to these agreements.

Vendor Agreement

On August 26, 2021, the Company entered into an agreement with a vendor to provide services and support in connection with finding and completing a successful business combination. In connection with these services, the Company agreed to pay the vendor $250,000 per annum. It is also agreed that the vendor could earn up to 45,000 ordinary shares over the term of the agreement.

On August 16, 2022, the Company amended the agreement whereby it agreed to pay the vendor $125 per hour payable upon the completion of a successful business combination.

On October 7, 2022, the Company terminated the original agreement and entered into a new agreement with the vendor, pursuant to which the Company agreed to pay the vendor $125 per hour and the Sponsor ~~assigned~~agreed to assign 23,883 Class B ordinary shares to the vendor, effective upon the completion of a successful business combination.

F-2523

For the ~~years~~year ended December 31, ~~2023~~2024 and ~~December 31~~ 2023, ~~2022,~~ the Company incurred $0 ~~and $191,402~~ in fees for these services. As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company had a balance of $0 ~~and $42,181~~ in accounts payable and accrued expenses related to these services. On July 24, 2023, the Company entered into a waiver agreement with the vendor which resulted in the forgiveness of $42,181 of the outstanding balance.

On July 24, 2023, the Company entered into a waiver agreement with the vendor which resulted in the forgiveness of $42,181 of the outstanding balance. This amount is reflected in forgiveness of debt on the statement of operations for the year ended December 31, 2023.

Advisory Agreement

On January 9, 2023, the ~~company~~Company entered into an advisory agreement letter with Jefferies LLC (“Jefferies”), where Jefferies will provide the Company with equity capital markets financial advice and assistance in connection with a possible business combination. In addition, the Jefferies will act as sole and exclusive manager, bookrunner, placement agent, arranger, underwriter and/or initial purchaser, as the case may be, in connection with the sale and/or placement of any debt or equity financing in connection with the Company’s pending Business Combination. As consideration for the services performed by Jefferies, the Company agrees to pay Jefferies customary fees and expense reimbursements for such services. Any payment of fees to Jefferies is contingent upon the closing of a debt or equity financing. On June 20, 2023, the advisory agreement letter was terminated, and Jefferies agreed to all fees subject to, and expressly conditioned upon, payment to Jefferies of a minimum of $16,000 contingent upon the closing of a business combination, representing partial reimbursement of expenses owed. As of December 31, 2024 and 2023, the Company had not recorded an expense for the delivery of these services.

Business Combination Agreement

On January 10, 2023, the Company, entered into a business combination agreement with Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), and Green Merger Subsidiary Limited, an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (“Merger Sub 1”) and upon execution of a joinder to the business combination agreement, each of Wejo Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a wholly owned subsidiary of Wejo (“Holdco”) and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a wholly owned Subsidiary of Holdco (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”) (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).

The termination of the Business Combination Agreement also terminates the Voting Agreement, dated as of January 10, 2023 (“Wejo Voting Agreement”) between the Company and certain shareholders of Wejo and the Voting Agreement, dated as of January 10, 2023 (the “Sponsor Voting Agreement”) between the Company, Sponsor and Directors, pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively.

~~Regulatory Communications~~F-24

On April 11, 2023, TKB Critical Technologies 1 (the “Company”) received a letter (the “MVPHS Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive trading days prior to the date of the MVPHS Notice, the Company’s minimum market value of publicly held shares was less than $15.0 million, which does not meet the requirement for continued listing on The Nasdaq Global Market, as required by Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”).

F-26

On April 13, 2023, the Company demonstrated compliance with the MVPHS Rule by filing an amended Annual Report on Form 10-K for the year ended December 31, 2022 which included an updated beneficial ownership table. On April 14, 2023, the Staff notified the Company that it has regained compliance with the MVPHS Rule.

Deferred Legal Fee

The Company incurred $~~2,657,577~~0 and $12,~~164~~657,~~402~~ 577 during the ~~years~~year ended December 31, ~~2023~~2024 and ~~December 31~~2023, ~~2022,~~ respectively, of deferred legal fees that will be payable upon the consummation of an initial business combination.

On June 20, 2023 and June 21, 2023, the Company entered into waiver agreements which resulted in the forgiveness of $3,730,114 of outstanding deferred legal fees. ~~During the year ended December 31, 2023, $3,730,114 is included in forgiveness of debt on the Company’s statements of operations.~~

As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company had $234,849 ~~and $1~~,~~377,385, respectively,~~ in deferred legal fees, which are included in accounts payable and accrued expenses on the Company’s accompanying balance sheets.

Forgiveness of debt

During the period ended December 31, 2023, the Company entered into various agreements with additional vendors forgiving $393,750 of outstanding amounts owed.

The aforementioned amounts are included in forgiveness of debt on the Company’s statements of operations.

Trust Account Receivable

In connection with the Extension Amendment, as described in Note 1, a clerical error resulted in the redeeming shareholders receiving an overpayment of approximately $0.04 per Class A ordinary share, for an aggregate total overpayment amount of $147,410 (the “Overpayment Amount”). As of December 31, ~~2023~~2024, there was $~~147,410~~0 included in Trust Account receivable in the accompanying balance sheet. On April 3, 2024, the Overpayment Amount was deposited back into the Trust Account. ~~The trustee and the Company are in the process of claiming the Overpayment Amount from the shareholders that redeemed pursuant to the Extension Amendment.~~

Note 9 — Fair Value Measurements

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

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

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

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

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

F-2725

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, ~~2023~~2024 and ~~December 31~~2023, ~~2022,~~ and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Schedule of Fair Value, Liabilities Measured on Recurring Basis
Description	Level	December 31,~~2023~~2024		December 31,~~2022~~2023
Assets:
Marketable securities held in trust account	1	$	23,332,031	$	237,987,827
Cash and marketable securities held in trust account	1	$	-	$	23,332,031
Liabilities:
Warrant liability – Public Warrants	12		~~287~~115,~~500~~000		~~249~~287,~~550~~500
Warrant liability – Private Placement Warrants	2		~~268~~107,~~750~~500		~~233~~268,~~275~~750

The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statements of operations.

As of December 31, ~~2023~~2024, the aggregate values of the Public Warrants and Private Placement Warrants were $~~287~~115,~~500~~000 and $~~268~~107,~~750~~500, respectively, based on a fair value of $0.0301 per warrant. As of December 31, ~~2022~~2023, the aggregate values of the Public Warrants and Private Placement Warrants were $~~249~~287,~~550~~500 and $~~233~~268,~~275~~750, respectively, based on a fair value of $0.0203 per warrant.

The following table presents the changes in the fair value of warrant liabilities:

Schedule of Derivative Liabilities at Fair Value
	PrivatePlacement			Public			WarrantLiabilities
Fair value as of January 1, 2023	$	233,275		$	249,550		$	482,825
Fair value as of January 1, 2024	$	268,750		$	287,500		$	556,250
Change in fair value		35(161,~~475~~250	)		37(172,~~950~~500	)		73(333,~~425~~750	)
Fair value as of December 31, 2023	$	268,750		$	287,500		$	556,250
Fair value as of December 31, 2024	$	107,500		$	115,000		$	222,500

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2022		5,160,000			5,520,000			10,680,000
Fair value as of January 1, 2023	$	233,275		$	249,550		$	482,825
Change in fair value		(435,~~926,725~~475	)		(537,~~270,450~~950	)		~~(10~~73,~~197,175~~425	)
Fair value as of December 31, 2022	$	233,275		$	249,550		$	482,825
Fair value as of December 31, 2023	$	268,750		$	287,500		$	556,250

The Company established the initial fair value for the warrants on October 29, 2021, the date of the consummation of the Company’s IPO. The Company used a Black-Scholes model to value the warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public ~~Warrant~~ Warrant will be used as the fair value as of each reporting period. The subsequent measurements of the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market under the ticker USCTW. As of December 31, 2024 and 2023, the Public Warrants have detached from the Units, and the closing price is utilized as the fair value.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There was a transfer of $13,800 from level 1 to level 2 during the year ended December 31, 2024 due to insufficient trading volume. There were no other transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2023 ~~and 2022~~.

F-2826

Note 10 — ~~Subsequent~~Segment ~~Events~~Information

~~Management~~ASC ~~has~~Topic ~~evaluated~~280, “Segment ~~the~~Reporting,” ~~impact~~establishes ofstandards for ~~subsequent~~companies ~~events~~to ~~through~~report ~~the~~in ~~date~~their ~~that~~financial ~~the~~statement ~~financial statements~~information ~~were~~about ~~issued.~~operating ~~Based~~segments, ~~upon~~products, ~~this~~services, ~~review~~geographic areas, ~~the~~and ~~Company~~major customers. Operating ~~did~~segments ~~not~~are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, ~~other~~and ~~than~~for ~~the~~which ~~below~~separate ~~identify~~financial ~~any~~information ~~subsequent~~is ~~events~~available that ~~would~~is ~~have~~regularly ~~required~~evaluated ~~adjustment~~by the Company’s chief operating decision maker, or ~~disclosure~~group, in ~~the financial~~deciding ~~statements~~how to allocate resources and assess performance.

OnThe ~~each~~Company’s ofchief ~~January 5,~~operating ~~2023,~~decision ~~February 6,~~maker ~~2024, and~~(“CODM”) has ~~March~~been 6,identified ~~2024,~~as the ~~Company~~Chief ~~deposited~~Financial anOfficer ~~additional~~who ~~$60,000, for~~reviews anthe ~~aggregate~~assets, ofoperating ~~$180~~results,~~000 into~~ ~~the~~and ~~trust~~financial ~~extending~~metrics for the ~~date~~Company ofas a ~~which~~whole ~~the~~to ~~Company~~make ~~has~~decisions toabout ~~complete~~allocating aresources ~~Business~~and ~~Combination~~assessing tofinancial ~~March 29~~performance. Accordingly, ~~2024~~management has determined that there is only one reportable segment.

OnThe ~~February 29,~~CODM ~~2024,~~assesses ~~Gordon~~performance ~~Roth~~for ~~resigned~~the assingle ~~Chief~~segment ~~Financial~~and ~~Officer~~decides ofhow to ~~the~~allocate ~~Company~~resources ~~and~~based ~~the~~on ~~Board~~net ~~appointed~~income ~~Joseph~~or ~~Tonnos~~loss asthat ~~Chief~~also ~~Financial~~is ~~Officer~~reported ofon the ~~Company, effective~~statement ~~February 29,~~of ~~2024.~~operations ~~Mr. Roth’s~~as ~~decision~~net toincome ~~resign~~or ~~was~~loss. ~~not~~The ~~the result~~ measure of ~~any~~segment ~~dispute~~assets oris ~~disagreement~~reported ~~with~~on the ~~Company or~~balance ~~any~~sheet ~~matter~~as ~~relating~~total toassets. When evaluating the Company’s ~~operations~~performance and making key decisions regarding resource allocation, ~~policies~~the CODM reviews several key metrics included in net income or ~~practices.~~loss and total assets, which include the following:

On April 3, 2024, the Overpayment Amount, as described in Note 8, was deposited back into Trust Account. The trustee and the Company are in the process of claiming the Overpayment Amount from the shareholders that redeemed pursuant to the Extension Amendment.


	December 31,		December 31,
	2024		2023
Trust Account	$	-	$	23,332,031
Cash	$	6,738	$	13,755

F-29

		For the Year Ended December 31, 2024				For the Year Ended December 31, 2023
General and administrative expenses		$	650,122			$	4,416,661

~~EXHIBIT~~General ~~INDEX~~and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

No.		Description of Exhibit
1.1+		Underwriting Agreement(1)
3.1		Amended and Restated Memorandum and Articles of Association(1)
3.2		Amendment to the Amended and Restated Memorandum and Articles of Association(2)
3.3		Amendment to the Amended and Restated Memorandum and Articles of Association(3)
3.4		Amendment to the Amended and Restated Memorandum and Articles of Association dated September 7, 2023(4)
4.1		Specimen Unit Certificate(1)
4.2		Specimen Ordinary Share Certificate(1)
4.3		Specimen Warrant Certificate(1)
4.4		Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant(2)
4.5		Description of Securities
10.1		Letter Agreement among the Registrant, TKB Sponsor I, LLC and each of the executive officers and directors of the Registrant(5)
10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant(5)
10.3		Amendment to the Investment Management Trust Agreement, dated January 27, 2023, by and between Continental Stock Transfer & Trust Company and the Registrant(2)
10.4		Registration Rights Agreement among the Registrant, TKB Sponsor I, LLC and the Holders signatory thereto(5)
10.5		Private Placement Warrants Purchase Agreement between the Registrant and TKB Sponsor I, LLC(2)
10.6		Form of Indemnity Agreement(1)
10.7		Securities Subscription Agreement between the Registrant and TKB Sponsor I, LLC(1)
10.8		Amendment to the Investment Management Trust Agreement, dated June 28, 2023, by and between Continental Stock Transfer & Trust Company and the Registrant(3)
10.9		Amended and Restated Forward Purchase Agreement between the Registrant and Apollo Capital Management, L.P.(1)
10.10		Forward Purchase Agreement between the Registrant and Apollo Capital Management, L.P.(1)
10.11		Form of Registration Rights Agreement(5)
10.12		Promissory Note Dated July 1, 2023(6)
14		Code of Business Conduct and Ethics(1)
31.1		Certification of Co-Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Co-Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3		Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		Claw-back Policy
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

(1)	Incorporated by reference to the registrant’s Form S-1, filed with the SEC on October 8, 2021.
(2)	Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on January 30, 2023.
(3)	Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on July 3, 2023.
(4)	Incorporated by reference to Annex A to the registrant’s definitive proxy statement filed with the SEC on September 7, 2023
(5)	Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 29, 2021.
(6)	Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
(5)	Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 29, 2023.
+	Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

Note 11 — Subsequent Events

64Management has evaluated the impact of subsequent events through the date that the financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

~~SIGNATURES~~On January 24, 2025, the Company amended and restated its 2023 Promissory Note, as described in Note 5, (the “Amended 2023 Note”) in favor of certain shareholders of the Company to permit its conversion into Class A ordinary shares of Company, at any time, at the option of the representative of the noteholders based upon the current trading price. Subsequent to the execution of the Amended 2023 Note, on January 24, 2025, the representative provided notice that it intended to convert the existing principal balance of the Amended 2023 Note in the amount of $1,181,000 into 39,366,667 Class A ordinary shares of the Company.

~~Pursuant~~On toJanuary 28, 2025, the ~~requirements~~Company, ofentered ~~the~~into that ~~Securities~~certain ~~Exchange~~Business ~~Act~~Combination ofAgreement ~~1934~~(as it may be amended, supplemented or otherwise modified from time to time, the ~~registrant~~“Business ~~has~~Combination ~~duly~~Agreement”), ~~caused~~by ~~this~~and ~~report~~among tothe beCompany, ~~signed~~Roth onCH ~~its~~Holdings, ~~behalf~~Inc., bya Delaware corporation and a direct, wholly owned subsidiary of the ~~undersigned~~Company (the “Domestication Sub”), ~~thereunto~~Roth CH Merger Sub, Inc., ~~duly~~a ~~authorized~~Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and SharonAI Inc., a Delaware corporation (the “Target”).

	ROTH CH ACQUISITION CO.
Date: April 11, 2024	By:	/s/ Byron Roth
	Name:	Byron Roth
	Title:	Co-Chief Executive Officer

Subsequent to December 31, 2024, an additional $138,618 was drawn on the Promissory Note, as described in Note 5.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.F-27

Name	Position	Date
/s/ Byron roth	Co-Chief Executive Officer	April 11, 2024
Byron Roth	(Principal Executive Officer), Director
/s/ John Lipman	Co-Chief Executive Officer	April 11, 2024
John Lipman	(Principal Executive Officer), Director
/s/ Joseph Tonnos	Chief Financial Officer	April 11, 2024
Joseph Tonnos	(Principal Financial and Accounting Officer)
/s/ Adam Rothstein	Director	April 11, 2024
Adam Rothstein
/s/ Christopher Chawla	Director	April 11, 2024
Christopher Chawla
/s/ Sam Bradley	Director	April 11, 2024
Sam Bradley

Filing Compare · Roth CH Acquisition Co.