Exhibit 10.1


 


AMENDMENT NO. 1

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT


 


THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT
TRUST AGREEMENT (this “Amendment”) is made as of December 21, 2022, by and between Belong Acquisition Corp.,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation
(the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment,
shall have the meanings ascribed to such terms in the Original Agreement (as defined below).


 


WHEREAS, on July 27, 2021, the Company consummated
an initial public offering (the “Offering”) of units of the Company, each of which is composed of one share
of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half
of one warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock;


 


WHEREAS, $150,000,000 of net proceeds of the Offering
and sale of the Private Placement Units (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held
in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Class A Common Stock included
in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of July 22, 2021, by and between
the Company and the Trustee (the “Original Agreement”);


 


WHEREAS, the Company has sought the approval of
the holders of its Class A Common Stock and holders of its Class B common stock, par value $0.0001 per share (together the “Common
Stock”), at a special meeting to: (i) extend the date before which the Company must complete a business combination from
January 27, 2023 to July 27, 2023 (the “Extension Amendment”) and (ii) extend the date on which the Trustee
must liquidate the Trust Account if the Company has not completed its initial business combination from January 27, 2023 to July 27, 2023
(the “Trust Amendment”);


 


WHEREAS, holders of 65% of the then issued and outstanding
shares of Common Stock, voting together as a single class, approved the Extension Amendment and the Trust Amendment; and


 


WHEREAS, the parties desire to amend the Original
Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.


 


NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound hereby, the parties hereto agree as follows:


 


1.   Amendment
to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:


 


“(i) Commence liquidation of the Trust Account
only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or
Chairman of the Board of Directors of the Company (the “Board”) or other authorized officer of the Company,
and complete the liquidation of the Trust Account and distribute the Property 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 taxes and expenses related to the administration of the
Trust Account (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the
Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) July 27, 2023 and (2) such
later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate
of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property
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 taxes and expenses related to the administration of the Trust Account (less up to $100,000 of interest that may be released to the
Company to pay dissolution expenses), shall be distributed to the Public Stockholders of record as of such date; provided,
however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit
B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified
in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until
twelve (12) months following the date the Property has been distributed to the Public Stockholders.”


 






     


     


    

 


2.      Miscellaneous
Provisions.


 


2.1.    Successors.
All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit
of their permitted respective successors and assigns.


 


2.2.    Severability.
This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


2.3.    Applicable
Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.


 


2.4.    Counterparts.
This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together
shall constitute but one instrument.


 


2.5.    Effect
of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation
thereof.


 


2.6.    Entire
Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes
all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to
the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and
terminated.


 


[Signature page follows]


 




    2


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above written.


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	 	Belong Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name: 	Peter Saldarriaga
	 	 	Title:	Chief Executive Officer and Chief Financial Officer



 


[Signature Page to Amendment to Investment Management
Trust Agreement] 


 


 


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