| Description of Organization and Business Operations and Liquidity | Note 1 — Description of Organization and Business Operations
and Liquidity AIB Acquisition Corporation
(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 18, 2021. The Company
was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization
or similar business combination with one or more businesses (“Business Combination”). The Company is not limited
to a particular industry or geographic region for purposes of completing a Business Combination, although the Company intends to focus
on business in the fintech industry. Notwithstanding the foregoing, we will not pursue a target business that is headquartered in, or
conducts a majority of its business in, China or Hong Kong. The Company is an early stage and emerging growth company and, as such, the
Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not commenced any operations.
All activity from June 18, 2021 (inception) through June 30, 2023, relates to the Company’s formation and initial public offering
(“IPO”), which is described below and, since the IPO, the search for a prospective Business Combination. The Company will
not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will
generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration
statement for the Company’s IPO was declared effective on January 18, 2022. On January 21, 2022, the Company consummated the IPO
of 7,500,000 units (“Units”) with respect to the Class A ordinary shares (“Class A ordinary shares”) included
in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $75,000,000, which is
discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the
closing of the IPO, the Company consummated the sale of 355,000 private placement units (“Private Placement Units”) at a
price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, AIB LLC (the “Sponsor”),
and Maxim Group, LLC (“Maxim”) generating gross proceeds of $3,550,000 which is described in Note 4. Simultaneously with the
closing of the IPO and the sale of the Private Placement Units, the Company consummated the closing of the sale of 1,125,000 additional
Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”),
generating additional gross proceeds of $11,250,000. Simultaneously with the exercise of the Overallotment Units, the Company consummated
the private placement of an additional 33,750 Private Placement Units to the Sponsor and Maxim, generating gross proceeds of $337,500. Offering costs for the IPO
and Overallotment Units amounted to $5,941,695, consisting of $1,725,000 of underwriting fees, $3,018,750 of deferred underwriting fees
payable (which are held in a trust account (the “Trust Account”)), $56,000 for the underwriter’s unit purchase option
(see Note 6), $598,000 for the issuance of representative shares to the underwriters (see Note 7) and $543,945 of other costs. As described
in Note 6, the $3,018,750 of deferred underwriting fees payable is contingent upon the consummation of a Business Combination, subject
to the terms of the underwriting agreement. Following the closing of
the IPO and Overallotment Units, $87,112,500 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO, Overallotment
Units, and the Private Placement Units were placed in the trust account. The amounts placed in the Trust Account will be invested in U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market
fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the Trust Account, as described below. 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 Units,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more
initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding
the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time
of the agreement to enter into the initial Business Combination. However, the Company will only complete a 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 it not to be required to register as an investment company under the Investment Company Act. There
is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide
the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion
of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called
to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public
Share, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares
contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation,
if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain
amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topis 480 “Distinguishing Liabilities from Equity”
(“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares
subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding
instruments (i.e., Public Rights as defined in Note 3), the initial carrying value of the Public Shares classified as temporary equity
will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public
Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option
to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable
that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the
redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of
each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s
net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such
date that a redemption event takes place. Redemptions of the Company’s
Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to
the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed
with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required
by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the
Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated
Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange
Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder
approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder
approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the
proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination,
the Sponsor has agreed to vote its Founder Shares (as defined in Note 2) and any Public Shares purchased during or after the IPO in favor
of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and
if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing,
the Amended and Restated 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 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 sold in the IPO, without the prior consent of the Company. The Company’s Sponsor,
officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum
and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public
Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity
to redeem their shares of Class A ordinary shares in conjunction with any such amendment. On January 18, 2023 the
Company held an extraordinary general meeting of shareholders (the “Meeting”) and approved, among other things, amendments
to the second amended and restated memorandum and articles of association (the “Extension Amendment”) to (i) extend the date
by which we must consummate an initial Business Combination from January 21, 2023 to October 21, 2023, and (ii) to permit the board of
directors of the Company (the “Board”), in its sole discretion, to elect to wind up our operations on an earlier date than
October 21, 2023. In connection with the Extension Amendments, shareholders holding 7,623,698 ordinary shares exercised their right to
redeem such shares for a pro rata portion of the Trust Account. As a result of the Extension Redemption, an aggregate amount of $78,324,475.94
(approximately $10.27 per share) was removed from the Trust Account to pay such holders. If the Company is unable
to complete a Business Combination by October 21, 2023, the extended date (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 (i) its income
and franchise taxes and (ii) up to $100,000 of dissolution expenses, if any, divided by the number of then outstanding Public Shares,
which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining shareholders and the Company’s Board, dissolve and liquidate, subject in
each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other
applicable law. On January 19, 2023, upon
the shareholders’ approval of the trust amendment proposal, the Company entered into an amendment (the “Trust Amendment”)
to the Investment Management Trust Agreement, dated January 18, 2022 (the “Trust Agreement”), by and between the Company and
Continental Stock Transfer & Trust Company, as trustee (“Continental”), to extend the date by which the Company would
be required to consummate a Business Combination from January 21, 2023 to October 21, 2023, or such earlier date as determined by the
Board, in its sole discretion. On January 20, 2023, the
Company issued a promissory note (the “Extension Note”) in the aggregate principal amount of up to $450,000 to the Sponsor
(the “Extension Funds”), pursuant to which the Extension Funds will be deposited into the Trust Account in monthly installments
for the benefit of each Public Share that was not redeemed in connection with the extension of the Company’s termination date from
January 21, 2023 to October 21, 2023. The Sponsor has agreed to pay $50,000 per month (or $0.05 per Public Share not redeemed) that the
Company decides to take to complete an initial Business Combination, commencing on January 21, 2023 and continuing through October 21,
2023, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $450,000. On January 20,
2023, the first installment of the Extension Funds was deposited into the Trust Account. The Extension Note bears no interest and is repayable
in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation
of the Company. The Initial Shareholders
have agreed to waive their liquidation rights with respect to the Founder Shares (as defined in Note 2) if the Company fails to complete
a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the
IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails
to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred
underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within
the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be
available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of
the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held
in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if
and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with
which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability
will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in
or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover,
in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the
extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify
the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or
other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account. On May 11, 2023, we received
a deficiency letter from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that, for the
preceding 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the $50 million
minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS
Requirement”). Also on May 11, 2023, we
received a deficiency letter from the Staff of Nasdaq notifying the Company that, for the preceding 30 consecutive business days, the
Company’s Market Value of Publicly Held Shares (“MVPHS”) was below the $15 million minimum requirement for continued
inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(3)(C) (the “MVPHS Requirement”). The notifications received
have no immediate effect on the Company’s Nasdaq listing. The Nasdaq Listing Rules provide the Company a compliance period of 180
calendar days in which to regain compliance. If at any time during this compliance period, the Company’s MVLS closes at $50 million
or more and the Company’s MVPHS closes at $15 million or more for a minimum of ten consecutive business days, Nasdaq will provide
the Company written confirmation of compliance. The Company intends to
monitor the market value of the Company’s listed securities and may, if appropriate, consider available options to regain compliance
with the MVLS and MVPHS Requirements. Risks and Uncertainties Management continues to
evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a
negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific
impact is not readily determinable as of the date of these unaudited condensed financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian
Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including
the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action
and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements. The
specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the
date of these unaudited condensed financial statements. On August 16, 2022, the
Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things,
a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations
and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation
itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value
of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations
are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the
same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”)
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other
repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject
to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination,
extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases
in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and
amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection
with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and
other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder,
the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available
on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Because there is a
possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes
our parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered
corporation”. Liquidity and Going Concern As of June 30, 2023, the Company
had $131,567 in its operating bank account, and working capital deficit of $609,980, which excludes investments held in the Trust Account,
the liability for convertible note and deferred underwriting fee. The Company’s liquidity
needs up to the closing of the IPO on January 21, 2022 had been satisfied through proceeds from notes payable and advances from related
party and from the issuance of ordinary shares. In order to finance transaction
costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, provide the Company with working capital. The Company’s management plans to
continue its efforts to complete a Business Combination within the Combination Period after the closing of the IPO. If our estimate of the costs
of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount
necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may
need to obtain other financing either to complete our Business Combination or because we become obligated to redeem a significant number
of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in
connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing
simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not
have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our
Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. On January 19, 2023, upon the
shareholders’ approval of the Trust Amendment Proposal, the Company entered into the Trust Amendment to extend the date by which
the Company would be required to consummate a Business Combination from January 21, 2023 to October 21, 2023, or such earlier date as
determined by the Board, in its sole discretion. As a result, we have up to 21 months from the closing of the IPO on January 21, 2022
to consummate a Business Combination, unless further extended as permitted by our charter. It is uncertain that we will be able to consummate
a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation
and subsequent dissolution. In connection with the Company’s
assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements —
Going Concern”, management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent
dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time,
which is considered to be one year from the issuance of the financial statements. |
