| 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 is focused on business in the fintech industry. The Company is an early stage and emerging growth company and, as such, the Company
is subject to all of the risks associated with early stage and emerging growth companies. As
of March 31, 2024, the Company had not commenced any operations. All activity from June 18, 2021 (inception) through March 31, 2024 relates
to the Company’s formation and IPO (as defined below), and, since the IPO, the search for and consummation of a Business Combination.
The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the
IPO. The
Company’s Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission (“SEC”) on
January 5, 2022 (File No. 333-260594), as amended, was declared effective on January 18, 2022). On January 21, 2022, the Company consummated
its initial public offering (the “IPO”) of 7,500,000 units (“Units” and, with respect to the (i) shares of Class
A Ordinary Shares (as defined below) included in the Units, the “Public Shares” and (ii) rights included in the Units
offered, the “Public Rights”) at $10.00 per Unit, generating gross proceeds of $225,000,000 (see Note 3). Each Public
Right entitles the holder to receive one-tenth (1/10) of one of Class A Ordinary Share, par value $0.0001 per share, of the Company (the
“Class A Ordinary Shares”) upon the consummation of a Business Combination. The Company has selected December 31 as its fiscal
year end. Simultaneously
with the closing of the IPO, the Company consummated the sale of 355,000 units (the “Private Units”) at a price of $10.00
per Private Unit in a private placement (the “Private Placement”) to the Company’s sponsor, AIB LLC (the “Sponsor”),
and Maxim Group, LLC (“Maxim”) generating gross proceeds of $3,550,000 (see Note 4). Simultaneously
with the closing of the IPO and the Private Placement, the Company consummated the closing of the sale of 1,125,000 additional units
(the “Overallotment Units”) upon receiving notice of the underwriter’s election to fully exercise its overallotment
option, generating additional gross proceeds of $11,250,000. Simultaneously with the exercise of the Overallotment Units, the Company
consummated the private placement of an additional 33,750 Private Units to the Sponsor and Maxim, generating gross proceeds of $337,500. Offering
costs for the IPO and Overallotment Units amounted to $5,941,695, consisting of $1,725,000 of underwriting fees, consisting of $1,725,000
of underwriting fees, $3,018,750 of deferred underwriting fees payable (which are held in the Trust Account (as defined below), $56,000
for the underwriter’s unit purchase option (see Note 6), $598,000 for the issuance of representative shares to the underwriters,
and $543,945 of other costs. As described in Note 6, the $3,018,750 of deferred underwriting fees payable is contingent upon the consummation
of a Business Combination, subject to the terms of the underwriting agreement entered into in connection with the IPO. Following
the closing of the IPO, the Private Placement and sale of the Overallotment Units, $87,112,500 ($10.10 per Unit) from the net proceeds
of the sale of the Units in the IPO, Overallotment Units, and the Private Units in the Private Placement were placed in a U.S.-based
trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company (“Continental”)
as trustee. As of March 31, 2024, the amounts placed in the Trust Account were invested in money market funds primarily held 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 (“Management”) has broad discretion with respect to the specific application of the net proceeds
of the IPO and the Private Placement, 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, which, as of March 31, 2024,
was $11.66 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 that 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 Business Combination and in connection with certain
amendments to the Company’s amended and restated memorandum and articles of incorporation (the “Amended and Restated Charter”).
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic
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 are issued with other freestanding instruments (i.e., the Public Rights), the initial carrying value of the Public
Shares classified as temporary equity is the allocated proceeds determined in accordance with FASB ASC Topic 470-20 “Debt with
Conversion and other Options”. The Public Shares are subject to ASC 480 Subtopic 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 Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating
to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business
Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or
stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does
not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Charter,
conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing
a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing
requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company
seeks shareholder approval in connection with a Business Combination, the Sponsor and other holders of our Founder Shares (as defined
in Note 5) prior to our Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares and
any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder
may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed
transaction. Notwithstanding
the foregoing, the Amended and Restated Charter provides that a Public Shareholder, together with any affiliate of such shareholder or
any other person with whom such shareholder is acting in concert or as a “group” (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
Sponsor, officers and directors have agreed not to propose an amendment to the Amended and Restated Charter 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 Class A Ordinary Shares in conjunction with
any such amendment. The
Initial Shareholders have also agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete
a Business Combination within the Combination Period (as defined below). 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) may be less than $11.66 per share
held in the Trust Account as of March 31, 2024. 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. Extensions
of the Combination Period The
Company initially had until January 21, 2023, 12 months from the closing of the Initial Public Offering, to consummate the initial Business
Combination. On January 18, 2023, the Company held an extraordinary general meeting of shareholders (the “First Extension Meeting”)
and approved, among other things, amendments to the second amended and restated memorandum and articles of association (the “First
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 the Company’s operations on an earlier date than October 21, 2023. In connection with the vote to approve the First
Extension Amendment and the Trust Amendment (as defined below), Public 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, an aggregate amount of $78,324,476 (approximately
$10.27 per share) was removed from the Trust Account to pay such holders. On
January 19, 2023, upon the shareholders’ approval of the trust amendment proposal at the First Extension Meeting, the Company entered
into an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated January 18, 2022 (the “Trust
Agreement”), by and between the Company and Continental, to extend the date by which the Company would be required to consummate
a Business Combination from January 21, 2023 to October 21, 2023, or such earlier date as determined by the Board, in its sole discretion. On
October 19, 2023, the Company held an extraordinary general meeting of shareholders in lieu of an annual meeting of shareholders (the
“Second Extension Meeting”) and approved, among other things, an amendment to the Amended and Restated Charter to extend
the date by which the Company has to consummate an initial Business Combination from October 21, 2023 to January 21, 2025, or such earlier
date as determined by the Board (the “Second Extension Amendment”). In connection with vote to approve the Second Extension
Amendment, Public Shareholders holding 16,501 Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the
Trust Account. As a result, $185,030 (approximately $11.21 per share) was removed from the Trust Account to pay such holders. If
the Company is unable to complete a Business Combination by January 21, 2025, 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 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. To
mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on February
6, 2024, the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the
funds in the Trust Account in an interest-bearing demand deposit account at Citibank, with Continental continuing to act as trustee,
until the earlier of the consummation of the Company’s initial Business Combination or liquidation. As a result, following the
liquidation of investments in the Trust Account, the remaining proceeds from the IPO and Private Placement are no longer invested in
U.S. government securities or money market funds. Founder
Share Conversion On
October 18, 2023, the Company issued an aggregate of 2,156,249 Class A Ordinary Shares, to the Sponsor of the Company, upon the conversion
(the “Conversion”) of an equal number of the Company’s Class B ordinary shares, par value $0.0001 per share (“Class
B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”), held by the Sponsor (Note
5). The
2,156,249 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class
B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and
the obligation to vote in favor of an initial Business Combination as described in the Annual Report on Form 10-K for the fiscal year
ended December 31, 2023, as filed with the SEC on March 21, 2024 (the “2023 Annual Report”). Nasdaq
Notices On
May 11, 2023, the Company received two deficiency letter (the “First Nasdaq Letter” and the “Second Nasdaq Letter”)
from the Listing Qualifications Department (the “Nasdaq Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that, for the preceding 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”)
was below the $50 million minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule
5450(b)(2)(A) (the “MVLS Requirement”) and the Company’s Market Value of Publicly Held Shares (“MVPHS”)
was below the $15 million minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule
5450(b)(3)(C) (the “MVPHS Requirement”). The
First Nasdaq Letter and Second Nasdaq Letter received had no immediate effect on the Company’s Nasdaq listing. The Nasdaq Listing
Rules provided the Company a compliance period of 180 calendar days in which to regain compliance. If at any time during this compliance
period, the Company’s MVLS closed at $50 million or more and the Company’s MVPHS closed at $15 million or more for a minimum
of ten consecutive business days, Nasdaq would provide the Company written confirmation of compliance. On
September 25, 2023, the Company received a deficiency letter (the “Third Nasdaq Letter”) from the Nasdaq Staff notifying
the Company that the Company’s Public Holders were below the 400 Public Holders minimum requirement for continued inclusion on
The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(2) (the “Public Holders Requirement”). The
Third Nasdaq Letter had no immediate effect on the Company’s Nasdaq listing. The Nasdaq rules provided the Company 45 calendar
days to submit a plan to regain compliance and a compliance period of up to 180 calendar days in which to evidence compliance. On
November 22, 2023, the Company received a notice (the “Nasdaq Notice”) from the Nasdaq Staff indicating that since it received
the First Nasdaq Letter and Second Nasdaq Letter, the Company had not regained compliance with either of the MVLS Requirement or the
MVPHS Requirement. Pursuant
to the Notice, unless a hearing is timely requested before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities
would be subject to suspension and delisting from The Nasdaq Global Market at the opening of business on December 1, 2023, and a
Form 25-NSE would be filed with the SEC, which would remove the Company’s securities from listing and registration on Nasdaq.
Alternatively, the Company could consider applying to list its securities on The Nasdaq Capital Market, provided the Company satisfies
the requirements for continued listing on that market. The Nasdaq Capital Market is a continuous trading market that operates in substantially
the same manner as The Nasdaq Global Market. In connection with the First Nasdaq Letter, Second Nasdaq Letter and Third Nasdaq Letter,
the Company timely requested a hearing before the Panel. In
connection with the First Nasdaq Letter, Second Nasdaq Letter and Third Nasdaq Letter, the Company timely requested a hearing before
the Panel and the hearing to appeal the Nasdaq Notice was held on February 22, 2024 (see Note 1). The Company’s securities continued
to trade on The Nasdaq Global Market until the hearing process concluded and the Panel issued a written decision. There can be no assurance
that the Panel will grant the Company’s request for a suspension of delisting or continued listing on The Nasdaq Global Market. On
February 13, 2024, the Company received a letter from the Nasdaq Staff indicating that the Company regained compliance with the MVPHS
requirement. On March 14, 2024, the Panel issued its decision, which granted the Company’s request for continued listing, subject
to certain conditions, including that (i) on or before May 1, 2024, the Company advises the Panel on the status of the SEC review of
the registration statement on Form F-4 to be field with the SEC by PS International Group Ltd., an exempted company incorporated with
limited liability in the Cayman Islands (the “Pubco”), relating to the PSI Business Combination and containing a proxy statement
of the Company, (ii) or before May 15, 2024, the Company holds a shareholder meeting and obtain approval for completion of its initial
business combination; and (iii) on or before May 20, 2024, the Company closes its Business Combination and the new entity shall demonstrate
compliance with Listing Rule 5505. On
May 7, 2024, the Company received written notice (the “Notice Letter”) from the Panel indicating that the Panel had determined
to delist the Company’s securities from Nasdaq and that trading in the Company’s securities would be suspended at the open
of trading on May 9, 2024, due to the Company’s failure to satisfy the terms of the Panel’s March 14, 2024 decision listed
above. On May 1, 2024, the Company notified the Panel that it would not be able to close its initial Business Combination by the Panel’s
May 20, 2024 deadline. Accordingly, the Panel determined to delist the Company’s securities from Nasdaq as set forth in the Notice
Letter. Following suspension of trading on Nasdaq, the Company’s
units, ordinary shares and rights have been eligible to trade on the OTC Markets under the tickers “ACCUF,” “AIBAF,”
and “AACRF,” respectively. Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration
under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the SEC after the applicable Nasdaq review and appeal
periods have lapsed and/or upon the closing of the Company’s initial Business Combination. PSI
Business Combination On
December 27, 2023, the Company entered into the PSI Business Combination Agreement with the Sponsor, Pubco, First Merger Sub, Second
Merger Sub, and PSI (see Note 6). Risks
and Uncertainties The
Company’s results of operations and its ability to complete an initial Business Combination may be adversely affected by various
factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. The Company’s
business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices,
inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, including resurgences
and the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine and the Middle East. The Company
cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which
they may negatively impact our business and the Company’s ability to complete an initial Business Combination. On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic
(i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the
repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1%
of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax,
repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of
stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury
(the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or
avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,
may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business
Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions
and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)
the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued
not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content
of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the
redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction
in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic
corporation becomes our parent or our affiliate and the Company’s securities trade on Nasdaq, the Company may become a “covered
corporation”. Liquidity,
Capital Resources and Going Concern As
of March 31, 2024, the Company had $6,552 in its operating bank account and working capital deficit of $2,163,786, which excludes cash
held in the Trust Account, the liability for convertible note and deferred underwriting fee. In
order to finance transaction costs in connection with a Business Combination, the 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. If
the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business
Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business
prior to our Business Combination. Moreover, it may need to obtain other financing either to complete our Business Combination or because
it becomes obligated to redeem a significant number of the Public Shares upon consummation of our Business Combination, in which case
it may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable
securities laws, the Company would only complete such financing simultaneously with the completion of the Business Combination. If the
Company is unable to complete the Business Combination because it does not have sufficient funds available to it, the Company will be
forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient,
we may need to obtain additional financing in order to meet our obligations. On
January 19, 2023, upon the shareholders’ approval of the Extension Amendment and the Trust Amendment, the Company entered into
the Trust Amendment to extend the date by which the Company would be required to consummate a Business Combination from January 21, 2023
to October 21, 2023, or such earlier date as determined by the Board, in its sole discretion. Subsequently, on October 19, 2023, upon
the shareholders’ approval of the Second Extension Amendment, the Company entered into the Second Extension Amendment to extend
the date by which the Company would be required to consummate a Business Combination from October 21, 2023 to January 21, 2025, or such
earlier date as determined by the Board, in its sole discretion. As a result, the Company has up to 36 months from the closing of the
IPO on January 21, 2022 to consummate a Business Combination, unless further extended as permitted by the Amended and Restated Charter.
It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated
by this date, there will be a mandatory liquidation and subsequent dissolution. In
connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation
of Financial Statements — Going Concern”, Management has determined that mandatory liquidation, should a Business Combination
not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern
for a reasonable period of time, which is considered to be one year from the issuance of the financial statements. |
