| ORGANIZATION AND BUSINESS OPERATION | NOTE 1 – ORGANIZATION AND BUSINESS OPERATION Denali Capital Acquisition Corp. (the “Company”) is a blank check company incorporated
in the Cayman Islands on January 5, 2022. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”). As of March 31, 2024, the Company had not commenced
any operations. All activity for the period from January 5, 2022 (inception) through March 31, 2024, relates to the Company’s organizational
activities, those necessary to prepare for and complete the initial public offering (“IPO”), identifying a target company
for a business combination, and activities in connection with initial business combination, including the business combination with Longevity
Biomedical, Inc. (“Longevity”) (the “Longevity Business Combination”). The Company does not expect to generate
any operating revenues until after the completion of an initial Business Combination. The Company is generating non-operating income in
the form of income from the investment of proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Denali Capital
Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s
IPO became effective on April 6, 2022. On April 11, 2022, the Company consummated the IPO of 8,250,000 units (including over-allotment
of 750,000 units) (“Public Units”). Each Public Unit consists of one Class A ordinary share, $0.0001 par value per share (such
shares included in the Public Units, the “Public Shares”), and one redeemable warrant (the “Public Warrants”),
each whole Public Warrant entitling the holder thereof to purchase one Public Share at an exercise price of $11.50 per share. The Public
Units were sold at a price of $10.00 per Public Unit, generating gross proceeds of $82,500,000, which is described in Note 3. Simultaneously
with the closing of the IPO, the Company consummated the sale of 510,000 units (including over-allotment of 30,000 units) (the “Private
Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit in a private placement generating gross proceeds
of $5,100,000, which is described in Note 4. Transaction costs amounted to $5,105,315, consisting of $1,650,000 of underwriting fees,
$2,887,500 of deferred underwriters’ fees and $567,815 of other offering costs, and were all initially charged to shareholders’
equity. Trust Account Following the consummation of the IPO on April 11, 2022, a total of
$84,150,000 of the net proceeds from the IPO and the sale of the Private Placement Units was deposited in a trust account (the “Trust
Account”). The net proceeds were 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 185 days or less, or in any
open-ended investment company that holds itself out as a money market fund and meeting certain conditions under Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination or (ii) the distribution
of the funds in the Trust Account to the Company’s shareholders, as described below. Further, on April 12, 2023, the Company issued
a press release announcing that it deposited $825,000 into the Trust Account, 50% of this amount being a loan from the Sponsor in the
form of a convertible promissory note and other 50% amount was transferred directly from the remaining cash on hand balance at that time,
in order to extend the period of time it has to consummate a business combination by an additional three months, from the then current
deadline of April 11, 2023 to July 11, 2023. On July 13, 2023, the Company issued a press release announcing that an aggregate of $825,000
has been deposited into the Company’s Trust Account in order to extend the period of time it has to consummate a business combination
by an additional three months, from the then current deadline of July 11, 2023 to October 11, 2023. Furthermore, subsequently, on
October 11, 2023, the Company issued another press release announcing that the Company’s shareholders extended the date by which
the Company must consummate an initial business combination from October 11, 2023 to July 11, 2024 by electing to extend the date to consummate
an initial business combination on a monthly basis for up to nine times by an additional one month each time (the “Extension”).
The Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension the lesser
of (a) an aggregate of $50,000 or (b) $0.03 per public share that remains outstanding and is not redeemed prior to any such one-month
extension, unless the closing of the Company’s initial business combination has occurred, and hence, an aggregate of $150,000 has
been deposited into the Company’s Trust Account through December 31, 2023 in order to extend the period of time it has to consummate
a business combination by an additional three months, from the then current deadline of October 11, 2023 to January 11, 2024. Until March
2024, there has been further deposit of an aggregate of $150,000 into the Trust Account for extension from January 11, 2024 to April 11,
2024. Subsequent to March 31, 2024, the Company has deposited $100,000 in the Trust Account for extensions from April 11, 2024 to June
11, 2024. During the shareholder’s meeting held on October 11, 2023, shareholders holding 3,712,171 public shares (after giving
effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s
Trust Account. As a result, approximately $40.5 million (approximately $10.92 per share) was removed from the Trust Account to pay such
holders. Following redemptions and through December 31, 2023, the Company had 4,537,829 public shares outstanding. Further, on January
9, 2024, shareholders holding an additional 4,440,202 public shares (after giving effect to withdrawals of redemptions) exercised their
right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. The funds for the 4,440,202 public
shares to be redeemed are currently held in the Trust Account pending the closing of the Business Combination. The Company may continue
to accept reversal of redemption requests until the closing of the Business Combination. Therefore, if the Business Combination does not
proceed, the shares will be released and become tradeable again until either the completion of another business combination, when the
public shareholders must be provided with another opportunity to redeem, or upon reaching the deadline to consummate an initial business
combination resulting in the required liquidation of the Company. 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. The stock exchange listing rules
require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least
80% of the value of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest
income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns
or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in
the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There
is no assurance that the Company will be able to successfully effect a Business Combination. 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 either (i)
in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with
the Business Combination. 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 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 (initially anticipated to be $10.20 per Public Unit, plus any pro rata interest then in the Trust
Account, net of taxes payable). The Public Shares subject to redemption were recorded at a redemption value and classified as temporary
equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting
Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).
The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it
does not then become subject to the “penny stock” rules of the Securities and Exchange Commission (the “SEC”))
either prior to or upon consummation of an initial Business Combination. However, a greater net tangible asset or cash requirement may
be contained in the agreement relating to the Business Combination. In shareholders’ meeting held on October 11, 2023, it was resolved
to eliminate this limitation that the Company may not redeem Public Shares in an amount that would cause the Company’s net tangible
assets to be less than $5,000,001 (the “Redemption Limitation Amendment”). If the Company is unable to complete the initial
Business Combination within the Combination Period, including Extension (refer to Note 9), 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 the Company’s franchise and income
taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-issued and 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 its 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 worthless
if the Company fails to complete the Business Combination within the Combination Period. The founder shares are designated as Class B ordinary
shares (the “founder shares”) and, except as described below, are identical to the Public Shares, and holders of founder shares
have the same shareholder rights as Public Shareholders, except that (i) prior to the Company’s initial Business Combination, only
holders of the founder shares have the right to vote on the appointment of directors, including in connection with the completion of the
Company’s initial Business Combination, and holders of a majority of the founder shares may remove a member of the board of directors
for any reason, (ii) the founder shares are subject to certain transfer restrictions, as described in more detail below, (iii) the Company’s
initial shareholders have entered into an agreement with the Company, pursuant to which they have agreed to (A) waive their redemption
rights with respect to their founder shares and Public Shares in connection with the completion of the Company’s initial Business
Combination, (B) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association that would affect the
substance or timing of the Company’s obligation to provide for the redemption of the Company’s Public Shares in connection
with an initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial
Business Combination by July 11, 2024, and (C) waive their rights to liquidating distributions from the Trust Account with respect to
their founder shares if the Company fails to complete its initial Business Combination by July 11, 2024, although they will be entitled
to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial
Business Combination within the prescribed time frame, (iv) the founder shares will automatically convert into Public Shares concurrently
with or immediately following the consummation of the Company’s initial Business Combination, or earlier at the option of the holder
thereof, and (v) the founder shares are entitled to registration rights. If the Company submits its initial Business Combination to its
Public Shareholders for a vote, the Sponsor and each member of the Company’s management team have agreed to vote their Founder Shares
and Public Shares in favor of the Company’s initial Business Combination. During an extraordinary general meeting held on October
11, 2023, a proposal was approved that Class A ordinary shares will be issued to holders of Class B ordinary shares upon the exercise
of the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert such holder’s Class
B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial
business combination at the election of the holder (the “Founder Share Amendment”). No such conversions have been made as
of the date of this filing. Further, Class A ordinary shares do not possess redemption rights. The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party (other than the Company’s registered public accounting firm) for
services rendered or products sold to the Company, or by 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 the lesser of (i) $10.20 per Public Share or (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 net of the interest which may be withdrawn to pay taxes.
This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any
and all rights to seek access to the Trust Account, nor will it apply 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 Company’s Sponsor will
not be responsible to the extent of any liability for such third party claims. On January 25, 2023, the Company entered into
an Agreement and Plan of Merger (the “Merger Agreement”), by and among Longevity Biomedical, Inc., a Delaware corporation
(“Longevity”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Holdco”),
Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Denali Merger Sub”),
Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Longevity Merger Sub”),
and Bradford A. Zakes, solely in the capacity as seller representative (the “Seller Representative”). Pursuant to the Merger Agreement, the parties
thereto will enter into a business combination transaction (the “Longevity Business Combination” and, together with the other
transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, immediately
following the consummation of the acquisitions by Longevity of each of Cerevast Medical, Inc., Aegeria Soft Tissue LLC, and Novokera LLC,
(i) Denali Merger Sub will merge with and into the Company (the “Denali Merger”), with the Company as the surviving entity
of the Denali Merger, and (ii) Longevity Merger Sub will merge with and into Longevity (the “Longevity Merger”), with Longevity
as the surviving company of the Longevity Merger. Following the Mergers, each of Longevity and the Company will be a subsidiary of Holdco,
and Holdco will become a publicly traded company. At the closing of the Transactions (the “Closing”), Holdco will change its
name to Longevity Biomedical, Inc., and its common stock is expected to list on the Nasdaq Global Market under the ticker symbol “LBIO.” The consummation of the proposed Longevity Business Combination is
subject to certain conditions as further described in the Merger Agreement. In connection with the execution of the Merger
Agreement, the sole stockholder of Longevity (the “Voting Stockholder”) has entered into a Voting and Support Agreement (the
“Longevity Support Agreement”), pursuant to which the Voting Stockholder has agreed to, among other things, (i) vote in favor
of the Merger Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related
to the Transactions. The Voting Stockholder holds sufficient shares of Longevity to cause the approval of the Transactions on behalf of
Longevity. In connection with the execution of the Merger
Agreement, the Company, Longevity and the Sponsor have entered into a Voting and Support Agreement (the “Sponsor Support Agreement”).
The Sponsor Support Agreement provides that the Sponsor agrees (i) to vote in favor of the proposed transactions contemplated by the Merger
Agreement, (ii) to appear at the purchaser special meeting for purposes of constituting a quorum, (iii) to vote against any proposals
that would materially impede the proposed transactions contemplated by the Merger Agreement, (iv) to not redeem any of the Company’s
ordinary shares held by it that may be redeemed, and (v) to waive any adjustment to the conversion ratio set forth in the Company’s
amended and restated memorandum and articles of association with respect to the Class B ordinary shares of the Company held by the Sponsor,
in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. In support of the Transactions, the Sponsor and
FutureTech Capital LLC, a Delaware limited liability company and an entity controlled by Yuquan Wang, the Chairman of the Board of Longevity
(“FutureTech”), entered into a Sponsor Membership Interest Purchase Agreement dated November 8, 2022 (the “MIPA”). FutureTech
currently holds notes payable from Longevity that are convertible into shares of Longevity common stock, and is also an affiliate of a
significant group of stockholders of Cerevast Medical, Inc. Pursuant to the MIPA, FutureTech agreed to purchase 625,000 Class B units
of membership interests in the Sponsor (“Sponsor Membership Units”) for a total purchase price of $5 million, $2 million of
which had been paid in exchange for 250,000 Sponsor Membership Units as of the date of the Merger Agreement. Pursuant to the
MIPA, FutureTech has agreed to pay the $3 million balance of the purchase price for the remaining 375,000 Sponsor Membership Units
no later than two business days prior to the closing of the Longevity Business Combination. Each Sponsor Membership Unit
entitles FutureTech to receive one Class B ordinary share held by the Sponsor, each of which will convert into one share of Holdco
common stock at the closing of the Longevity Business Combination. FutureTech also agreed pursuant to the MIPA to pay any extension
fees required to extend the time to close the Longevity Business Combination and to reimburse the Sponsor’s incurred expenses
related to the Longevity Business Combination if the Longevity Business Combination does not close. On January 26, 2023, the Company filed a Form
8-K/A with the SEC to report the Merger Agreement and other legal agreements relating to the Longevity Business Combination. On March 29, 2023, Holdco filed a Form S-4 with
the SEC to register shares of its common stock that will be issued in connection with the business combination contemplated by the Merger
Agreement, as amended by Amendments Nos. 1, 2, 3, 4, 5 and 6 thereto, filed with the SEC on May 31, 2023, July 13, 2023, September 1,
2023, October 20, 2023, November 21, 2023 and December 6, 2023 respectively. On April 11, 2023, the parties to the Merger Agreement
and the Sponsor entered into an Amendment to and Consent under the Merger Agreement (the “Amendment”). The Amendment provides
for the consent from the Company and the Seller Representative to the execution and issuance of the Convertible Promissory Note (as defined
below) by the Company and amends the Merger Agreement to provide that the repayment of such Convertible Promissory Note by the Company
at the closing of the business combination will not be given effect when calculating the Minimum Cash Amount (as defined in the Merger
Agreement) for purposes of the minimum cash closing condition. On April 11, 2023, the Company issued a convertible
promissory note (the “Convertible Promissory Note”) in the total principal amount of up to $825,000 to the Sponsor. The Convertible
Promissory Note was issued with an initial principal balance of $412,500, with the remaining $412,500 drawable at the Company’s
request prior to the maturity of the Convertible Promissory Note. The Convertible Promissory Note bears an interest equivalent to the
lowest short-term Applicable Federal Rate and matures upon the earlier of (i) the closing of the Company’s initial business combination
and (ii) the date of the liquidation of the Company. At the option of the Sponsor, upon consummation of a business combination, the Convertible
Promissory Note may be converted in whole or in part into additional Class A ordinary shares of the Company, at a conversion price of
$10 per ordinary share (the “Conversion Shares”). The terms of the Conversion Shares will be identical to those of the private
placement shares issuable upon conversion of the Private Placement Units that were issued to the Sponsor in connection with the IPO (the
“Private Placement Shares”). In the event that we do not consummate a business combination, the Convertible Promissory Note
will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. On April 12, 2023, the Company issued a press
release announcing that it deposited $825,000 into the Trust Account, 50% of this amount being a loan from the Sponsor in the
form of a convertible promissory note and other 50% amount was transferred directly from the remaining cash on hand balance at that time,
in order to extend the period of time it has to consummate a business combination by an additional three months, from the then current
deadline of April 11, 2023 to July 11, 2023. On July 11, 2023, the Company issued a convertible
promissory note (the “FutureTech Convertible Promissory Note”) in the total principal amount of $825,000 to FutureTech. The
FutureTech Convertible Promissory Note bears an interest equivalent to the lowest short-term Applicable Federal Rate and matures upon
the earlier of (i) the closing of the Company’s initial business combination and (ii) the date of the liquidation of the Company.
At the option of FutureTech, upon consummation of a business combination, the FutureTech Convertible Promissory Note may be converted
in whole or in part into Conversion Shares. The terms of the Conversion Shares will be identical to those of the Private Placement Shares.
In the event that the Company does not consummate a business combination, the FutureTech Convertible Promissory Note will be repaid only
from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. On July 13, 2023, the Company issued a press release
announcing that an aggregate of $825,000 had been deposited into the Company’s Trust Account, this amount being a loan from the
FutureTech Convertible Promissory Note issued on July 11, 2023, in order to extend the period of time it has to consummate a business
combination by an additional three months, from then current deadline of July 11, 2023 to October 11, 2023 (the “Extension”). On August 23, 2023, HoldCo entered into a Subscription
Agreement (the “Subscription Agreement”) with FutureTech, pursuant to which, among other things, FutureTech agreed to subscribe
for and purchase, and Holdco agreed to issue and sell to FutureTech, 1,800,000 shares of Holdco’s Series A Convertible Preferred
Stock, par value $0.0001 per share (the “Preferred Stock”), at a purchase price equal to $10.00 per share (the “Private
Offering”) in connection with a financing effort related to the proposed business combination to be effected pursuant to the Merger
Agreement. The closing of the Private Offering is contingent upon the concurrent consummation of the Business Combination. Pursuant to the Merger Agreement, the parties
thereto agreed that the obligations of Longevity to consummate the Business Combination are subject to satisfaction or waiver by Longevity
of the condition that the aggregate unrestricted cash proceeds available, after giving effect to the payment of certain of the Company’s
and Longevity’s transaction expenses, to fund the balance sheet of the Company be at least $30,000,000 (the “Minimum Cash
Condition”). On August 29, 2023, Longevity agreed to waive such Minimum Cash Condition irrevocably and unconditionally. On October 11, 2023, the Company issued another
convertible promissory note in the total principal amount of up to $450,000 to FutureTech (“Payee”). The Convertible Promissory
Note was issued with an initial principal balance of $50,000, with the remaining $400,000 drawable at the Company’s request and
upon the consent of FutureTech prior to the maturity of the Convertible Promissory Note. Such Convertible Promissory Note bears an interest
equivalent to the lowest short-term Applicable Federal Rate. Consequently, $400,000 of such amount has been utilized to fund the required
payment in order to extend the period of time to consummate a business combination from October 11, 2023 to June 11, 2024. Upon consummation
of a Business Combination, the Payee shall have the option, but not the obligation, to convert up to the total principal amount of this
Note, in whole or in part, into Class A ordinary shares in the capital of the Company (each, an “Ordinary Share”), at a conversion
price of $10.00 per Ordinary Share. The Ordinary Shares shall be identical to the private placement shares issued to the Sponsor at the
time of the Company’s IPO. On December 6, 2023, Registration Statement on Form S-4 was filed with the SEC with respect to the Business
Combination. On January 9, 2024, the shareholders of the Company at an extraordinary general meeting (the “Shareholder Meeting”)
approved by way of an ordinary resolution (i) the Business Combination, (ii) the adoption of the Agreement and Plan of Merger, dated as
of January 25, 2023 (as amended by the Amendment to and Consent under Agreement and Plan of Merger dated April 11, 2023, the “Merger
Agreement”), (iii) the Plan of Merger, and (iv) the transactions contemplated by the Merger Agreement (the “Business Combination
Proposal”). As of the date of this report, the parties are working expeditiously to complete the remaining conditions to closing
the Business Combination. The total votes cast in favor of the proposal were 5,196,327 as against 10,100 votes cast against. Accordingly,
the Business Combination Proposal was approved. Furthermore, the shareholders also approved the
alteration of authorized share capital at the effective time of the Denali Merger by (a) the reclassification and re-designation of (i)
200,000,000 issued and unissued Class A ordinary shares of a par value of US$0.0001 each to 200,000,000 issued and unissued ordinary shares
of a par value of US$0.0001 each; (ii) 20,000,000 issued and unissued Class B ordinary shares of a par value of US$0.0001 each to 20,000,000
issued and unissued ordinary shares of a par value of US$0.0001 each; and (iii) 1,000,000 authorized but unissued preference shares of
a par value of US$0.0001 each to 1,000,000 authorized but unissued ordinary shares of a par value of US$0.0001 each (the “Re-designation”);
and (b) immediately following the Re-designation, the consolidation of every 100 issued and unissued ordinary shares of a par value of
US$0.0001 each into one ordinary share of a par value of US$0.01 each (the “Consolidation”), such that following such Re-designation
and Consolidation, the authorized share capital of the Company shall be US$22,100 divided into 2,210,000 shares of a par value of US$0.01
each (the “Share Capital Proposal”). It was approved with effect from the effective time of the Denali Merger, (a) the change
of name of the Company to “LBI Sub 2, Inc.” and (b) the adoption of the Proposed Cayman Constitutional Documents (the “Organizational
Documents Proposals”). The shareholders further approved the Longevity
Biomedical, Inc. 2023 Equity Incentive Plan (the “Equity Incentive Plan”) and any grants or awards issued thereunder (the
“Incentive Plan Proposal”). As of the date of this report, the parties are working expeditiously to complete the remaining
conditions to closing the Business Combination. Liquidity, Capital Resources and Going Concern
Consideration The Company’s liquidity needs prior to the
consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan
under an unsecured promissory note (the “Promissory Note”) from the Sponsor of up to $400,000 (see Note 5) which was fully
repaid on April 12, 2022. Subsequent to the consummation of the IPO and sale of the Private Placement Units on April 11, 2022, a total
of $84,150,000 was placed in the Trust Account, and the Company had $1,515,795 of cash held outside of the Trust Account, after
payment of costs related to the IPO, and available for working capital purposes. In connection with the IPO, the Company incurred $5,105,315
in transaction costs, consisting of $1,650,000 of underwriting fees, $2,887,500 of deferred underwriting fees and $567,815 of other offering
costs. As of March 31, 2024, the Company had marketable
securities held in the Trust Account of $51,281,849. The Company intends to use substantially all of the remaining funds held in the Trust
Account (after the redemptions discussed above), including any amounts representing interest earned on the Trust Account (less income
taxes payable), to complete the Business Combination. To the extent that the Company’s share capital or debt is used, in whole or
in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working
capital to finance the operations of the target business or businesses, make other acquisitions. As of March 31, 2024, the Company had cash of
$1,013 outside of the Trust Account. If the Company does not complete the Longevity Business Combination, it intends to use the funds
held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target
businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,
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