What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-28 compared with 2024-03-25 · 561 added, 774 removed, 333 unchanged (80% of the section changed)

are a blank check company newly incorporated as a Cayman Islands exempted company on April

Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted

from complying with certain provisions of the Companies Act.

As an exempted company, we have applied for and received a tax exemption

undertaking from the Cayman Islands government that, in accordance with section 6 of the Tax Concessions Act (2018 Revision) of the Cayman

Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to

be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on

profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect

of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other

distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture

or other obligation of us.

were incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization

or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts

to identify a prospective target business will not be limited to a particular industry or geographic location.

As such, although we are

not targeting target companies in China, we may consider an initial business combination with a target business with its principal business

operations in China (including Hong Kong and Macau).

We do not have any specific business combination under consideration and we have

not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions,

formal or otherwise, with respect to such a transaction.

Registration Statement for our initial public offering was declared effective on November 30, 2023 (the “ Initial Public

Offering ,” or “ IPO ”).

On December 6, 2023, we consummated our Initial Public Offering of 6,900,000

units (the “ Units ”) at $10.00 per Unit.

Each Unit consists of one ordinary share, $0.0001 par value

(“ Ordinary Share ”), and one right (“ Right ”) to receive one-fifth (1/5) of one Ordinary Share

upon the consummation of an initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating

gross proceeds of $69,000,000.

The Company had granted the underwriters a 45-day option to purchase up to 900,000 additional Units

(the “Over-Allotment Option Units”) to cover over-allotments, if any, which option was fully exercised at the IPO.

Company incurred offering costs of $2,070,665 and $690,000 for deferred underwriting commissions.

this annual report on Form 10-K (the “Annual Report”) , references to the “SPAC,” “Aimei Health,”

“Company” and to “we,” “us,” and “our” refer to Aimei Health Technology Co., Ltd.

are a blank check company incorporated on April 27, 2023 as a Cayman Islands exempted company and incorporated for the purpose of effecting

a merger, share exchange, asset acquisition stock purchase, reorganization, or similar business combination with one or more businesses.

We seek to acquire small cap businesses in the biopharmaceutical, medical technology and device industries, as well as in the diagnostic

and other services sector.

Our efforts in identifying prospective target businesses will not be limited to a particular geographic region.

December 6, 2023, we consummated our initial public officer (“IPO”) of 6,000,000 units (the “IPO Units”).

IPO Unit consists of one ordinary share, $0.0001 par value (the “Ordinary Share”), and one right (“Right”) to

receive one-fifth (1/5) of one Ordinary Share upon the consummation of an initial business combination.

The IPO Units were sold at an

offering price of $10.00 per IPO Unit, generating gross proceeds of $60,000,000.

Pursuant to that certain underwriting agreement, dated

December 1, 2023, we granted Spartan Capital Securities, LLC, the representative of the underwriters, a 45-day option to purchase up

to an additional 900,000 units solely to cover over-allotments, if any (the “Option Units,” together with the IPO Units,

the “Public Units”).

Each Public Unit consists of one Ordinary Share (“Public Share”) and one right to receive

one-fifth (1/5) of one Ordinary Share upon the consummation of an initial business combination (“Public Right”).

Simultaneously

with the closing of the IPO on December 6, 2023, the Company consummated the private placement (“ Private Placement ”)

with Aimei Investment Ltd of 332,000 units (the “ Private Units ”), generating total proceeds of $3,320,000.

Units are identical to the Units sold as part of the public Units in the IPO.

The Private Units were issued pursuant to Section 4(a)(2)

of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

December 6, 2023, a total of $69,690,000 of the net proceeds from the sale of Units in the initial public offering (including the Over-Allotment

Option Units) and the Private Placement, were placed in a trust account established for the benefit of the Company’s public shareholders

(the “ Trust Account ”), located in the United States and held as cash items or may be invested in U.S.

government securities,

within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended

investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as

determined by us, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust

Account to our shareholders.

we are unable to consummate our initial business combination within the allotted time period, we will, as promptly as reasonably possible

but not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account (net of taxes payable,

and less up to $50,000 of interest to pay liquidation expenses), pro rata to our public shareholders by way of redemption and cease all

operations except for the purposes of winding up of our affairs.

This redemption of public shareholders from the trust account shall

be effected as required by function of our amended and restated memorandum and articles of association and prior to any voluntary winding

up, although at all times subject to the Companies Act.

have an experienced and highly professional management team, almost all of whom have entrepreneurial experience or experience working

for public companies, and we believe that this valuable experience can help us to better identify outstanding companies that are considering

becoming public companies.

Chief Executive Officer, Juan Fernandez Pascual, has a deep understanding of the industry, the current challenges and opportunities,

and the best strategies for success.

He is also familiar with the regulatory environment and has a strong track record of navigating

complex legal and financial matters.

His background in financial management and corporate governance will be especially helpful in

guiding the company’s strategic decisions.

We believe Juan’s unique experience and contacts will help us identify great

target companies.

Chief Financial Officer, Hueng Ming Wong, has solid background of accounting and financing as he has worked in an international accounting

firm and advanced in the audit field by leading both internal and external audits, including as a senior manager and a manager in PricewaterhouseCoopers,

Beijing office and Deloitte Touche Tohmatsu, Hong Kong, respectively.

He has also advised a number of companies that are listed on overseas

stock exchanges, including those in the United States, China and Hong Kong.

We believe that his experience will help us to better identify

the financial risks of potential investment targets and to find outstanding companies to acquire.

with the consummation of the IPO, the underwriters exercised the over-allotment option in full, generating total proceeds of $9,000,000.

Simultaneously

with the closing of the IPO on December 6, 2023, we consummated the private placement (“Private Placement”) with Aimei Investment

(the “Sponsor”) of 332,000 units (the “Private Units,” and collectively with the Public Units, the “Units”),

generating total proceeds of $3,320,000.

The Private Units are identical to the Public Units sold as part of the Public Units in this

Additionally, the Sponsor agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except

in limited circumstances, as described in the registration statement on Form S-1 (File Number 333-272230), as amended (the “IPO

Registration Statement”) for our IPO) until the completion of our initial business combination.

The Sponsor was granted certain

demand and piggyback registration rights in connection with the purchase of the Private Units.

December 6, 2023, a total of $69,690,000 of the net proceeds from the sale of Units in the IPO and the Private Placement, were placed

in a trust account (the “Trust Account”), located in the U.S.

and held as cash items or may be invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in

any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment

Company Act, as determined by us, until the earlier of:

(i) the consummation of a business combination or (ii) the distribution of the

funds in the Trust Account to our shareholders.

paid a total of $1,380,000 in underwriting discounts (excluding deferred underwriting discount of $690,000) and $550,000 for other costs

and expenses related to the IPO.

Additionally,

we believe that our independent director nominees will provide public company governance, executive leadership, operational oversight,

private equity investment management and capital markets experience.

Our directors have experience with acquisitions, divestitures and

corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger

candidates as well as following the completion of our initial business combination.

believe our management team is well positioned to take advantage of the growing set of acquisition opportunities focused on the intelligent

transportation sector and that our contacts and relationships, ranging from owners and management teams of private and public companies,

private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction

for our shareholders.

addition, our sponsor has engaged the services of ARC Group Limited to provide financial advisory services to our sponsor in connection

with the IPO, which services include an analysis of markets, positioning, financial models, organizational structure and capital requirements

as well as assistance with the public offering process including assisting in the preparation of financial information and statements.

past performance of the members of our management team, our sponsor’s financial advisor or their affiliates is not a guarantee

that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business

combination we may consummate.

You should not rely on the historical record of the performance of our management team or any of its affiliates’

performance as indicative of our future performance.

Chief Financial Officer is a citizen of Hong Kong.

Additionally, one of our three independent director nominees, resides in China.

we are not targeting target companies in China, we may consider a business combination with an entity or business with a physical presence

or other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination business to the laws,

regulations and policies of China.

Any target for a business combination may conduct operations through subsidiaries in China.

and regulatory risks associated with doing business in China discussed in this report may make us a less attractive partner in an initial

business combination than other special purpose acquisition companies that do not have any ties to China.

As such, our ties to China

may make it harder for us to complete an initial business combination with a target company without any such ties.

In addition, we will

not conduct a business combination with any target company that conducts operations through variable interest entities (“ VIEs ”),

which are a series of contractual arrangements used to provide the economic benefits of foreign investment in Chinese-based companies

where Chinese law prohibits direct foreign investment in the operating companies.

As a result, this may limit the pool of acquisition

candidates we may acquire in the PRC, in particular, relative to other special purpose acquisition companies that are not subject to

such restrictions, which could make it more difficult and costly for us to consummate a business combination with a target business operating

in the PRC relative to such other companies.

we were to complete a business combination with a Chinese entity, we could be subject to certain legal and operational risks associated

with or having the majority of post-business combination operations in China.

PRC laws and regulations governing PRC based business operations

are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations of any post-business

combination subsidiaries, significant depreciation of the value of our ordinary shares, or a complete hindrance of our ability to offer,

or continue to offer, our securities to investors, including investors in the United States.

Recently, the PRC government adopted a series

of regulatory actions and issued statements to regulate business operations in China with little advance notice, including cracking down

on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the

efforts in anti-monopoly enforcement.

These recently enacted measures, and new measures which may be implemented, could materially and

adversely affect the operations of any post-business combination company which we may acquire as our initial business combination.

these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation-making bodies

will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,

if any, and the potential impact such modified or new laws and regulations will have on a China-based target company’s daily business

operation, the ability to accept foreign investments and list on a U.S.

or other foreign exchange.

Additionally, if we effect our initial

business combination with a business located in the PRC, the laws applicable to such business will likely govern all of our material

agreements and we may not be able to enforce our legal rights.

There are uncertainties regarding the interpretation and enforcement of

PRC laws, rules and regulations which may have a material adverse impact on the value of our securities.

If we enter into a business

combination with a target business operating in China, cash proceeds raised from overseas financing activities, including the IPO, may

be transferred by us to any future PRC subsidiaries via capital contribution or shareholder loans, as the case may be.

All these risks

could result in a material change in our or the target company’s post-combination operations and/or the value of our ordinary shares

or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value

of such securities to significantly decline or become worthless.

the PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, make

or accept foreign investments or list on a U.S.

stock exchange.

For example, if we enter into a business combination with a target business

operating in China, the combined company may face risks associated with regulatory approvals of the proposed business combination between

us and the target, offshore offerings, anti-monopoly regulatory actions, cybersecurity and data privacy.

The PRC government may also

intervene with or influence the combined company’s operations at any time as the government deems appropriate to further regulatory,

political and societal goals.

PRC government has recently published new policies that significantly affected certain industries such as the education and internet

industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry

that could adversely affect our potential business combination with a PRC operating business and the business, financial condition and

results of operations of the combined company.

Any such action, once taken by the PRC government, could make it more difficult and costly

for us to consummate a business combination with a target business operating in the PRC, result in material changes in the combined company’s

post-combination operations and cause the value of the combined company’s securities to significantly decline, or in extreme cases,

become worthless or completely hinder the combined company’s ability to offer or continue to offer securities to investors.

see those factors described under the heading “ Risk Factors ” in our filings from time to time with the SEC.

February 17, 2023, the China Securities Regulatory Commission (the “ CSRC ”) promulgated the Trial Administrative Measures

of Overseas Securities Offering and Listing by Domestic Companies (the “ Trial Measures ”), which took effect on March

The Trial Measures supersede the prior rules and clarified and emphasized several aspects, which include but are not limited

(1) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” in compliance

with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures

under the Trial Measures if the following criteria are met at the same time:

(a) 50% or more of the issuer’s operating revenue,

total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting

year comes from PRC domestic companies, and (b) the main parts of the issuer’s business activities are conducted in mainland China,

or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management

are mostly Chinese citizens or domiciled in mainland China;

(2) exemptions from immediate filing requirements for issuers that (a) have

already been listed or registered but not yet listed in foreign securities markets, including U.S.

markets, prior to the effective date

of the Trial Measures, (b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or

the overseas stock exchange, and (c) whose such overseas securities offering or listing shall be completed before September 30, 2023,

provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other

circumstances that require filing with the CSRC;

(3) a negative list of types of issuers banned from listing or offering overseas, such

as (a) issuers whose listing or offering overseas has been recognized by the State Council of the PRC as a possible threat to national

security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations,

and (d) issuers under major disputes regarding equity ownership;

(4) issuers’ compliance with web security, data security, and

other national security laws and regulations;

(5) issuers’ filing and reporting obligations, such as the obligation to file with

the CSRC after it submits an application for initial public offering to overseas regulators, and the obligation after offering or listing

overseas to report to the CSRC material events including a change of control or voluntary or forced delisting of the issuer;

the CSRC’s authority to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial

Measures, including failure to comply with filing obligations or committing fraud and misrepresentation.

believe we are not required to obtain approvals from any PRC government authorities, including the CSRC or the Cyberspace Administration

of China (“ CAC ”), or any other government entity, to issue our securities to foreign investors and to list on a U.S.

exchange or to search for a target company.

As of the date of this report, we have not received any inquiry, notice, warning, sanctions

or regulatory objection to the IPO from the CSRC or any other PRC governmental authorities.

However, applicable laws, regulations, or

interpretations of the PRC may change or we could be mistaken about these rules applicability, and the relevant PRC government agencies

could reach a different conclusion and may subject us to a stringent approval process from the relevant government entities in connection

with the IPO, continued listing on a U.S.

exchange, the potential business combination, the issuance of shares or the maintenance of

our status as a publicly listed company outside China, and the post business combination entity’s PRC operations if our business

combination target is a PRC Target Company.

If the CSRC or the CAC, or any other governmental or regulatory body subsequently determines

that its approval is needed for the IPO, a business combination, the issuance of our ordinary shares upon exercise of the rights, or

maintaining our status as a publicly listed company outside China, we may face approval delays, adverse actions or sanctions by the CSRC,

CAC and/or other PRC regulatory agencies.

It is uncertain whether we will be required to obtain permission from the PRC government to

continue to list on a U.S.

exchange in the future and offer our securities to foreign investors.

If approval is required in the future,

including pursuant to the Trial Measures, and we are denied permission from Chinese authorities to list on U.S.

exchanges or offer our

securities to foreign investors, we may not be able to continue listing on a U.S.

exchange or be subject to other severe consequences,

which would materially affect our ability to complete a business combination in which case we may have to liquidate which would be adverse

to the interests of the investors.

In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations

after the IPO.

The use of the term “operate” and “operations” includes the process of searching for a target

business and conducting related activities.

To that extent, we may not be able to conduct the process of searching for a potential target

company in China.

are numerous risks and uncertainties related to doing business in China including:

changes in political and economic policies or political or social conditions of the PRC government could have a material adverse

effect on the overall economic growth of China;

Uncertainties

with respect to the PRC legal system could limit legal protections available to you and us;

may be difficult for overseas regulators to conduct investigations or collect evidence within China

companies in certain business sectors are required to undergo national security review or obtain clearance from relevant authorities

if necessary before making any filings with the CSRC.

companies must comply with national secrecy and data security laws with respect to any data disclosure.

has the authority to and may block offshore listings that:

(1) are explicitly prohibited by law;

(2) may endanger national security;

(3) involve criminal offenses such as corruption, bribery, embezzlement, misappropriation of property by the issuer, its controlling

persons (with a three-year lookback);

(4) involve the issuer under investigations for suspicion of criminal offenses or major

violations of laws and regulations;

or (5) involve material ownership disputes.

see those factors described under the heading “ Risk Factors ” in our filings from time to time with the SEC.

of our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities

intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into

a definitive agreement regarding our initial business combination.

For more information, see the section of this report entitled “ Management

— Conflicts of Interest ” and “ Risk Factors .”

the underwriters are entitled to $690,000, equal to 1.0% of the gross proceeds of this offering, payable to the underwriters as deferred

underwriting discounts at the closing of our initial business combination from the funds to be placed in the Trust Account.

will be released to the underwriters only upon consummation of an initial business combination, as described in the IPO Registration

If the business combination is not consummated, such deferred discounts will be forfeited by the underwriters.

The underwriters

will not be entitled to any interest accrued on the deferred underwriting discount.

currently have till April 6, 2025 to consummate our initial business combination and thereafter, if we require additional time to consummate

our initial business combination, our board of directors may extend the period of time to consummate a business combination up to 12

times, each by an additional one-month period (for a total of up to 24 months to complete a business combination), subject to the authorization

by our board of directors and the deposit of additional funds into the Trust Account by the Sponsor or its affiliates or designees as

described elsewhere in this Annual Report.

In the event we are unable to consummate a business combination within the allotted time period,

we will cease operations and liquidate the Trust Account and distribute the funds included therein to the holders of our securities sold

in the IPO and dissolve.

Business Combination with United Hydrogen

June 19, 2024, we entered into a definitive business combination agreement (the “Business Combination Agreement”) for a business

combination with (i) United Hydrogen Group Inc., an exempted company incorporated with limited liability in the Cayman Islands (“United

Hydrogen”), (ii) United Hydrogen Global Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”),

(iii) United Hydrogen Victor Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned

subsidiary of Pubco (the “First Merger Sub”);

(iv) United Hydrogen Worldwide Limited, an exempted company incorporated with

limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (the “Second Merger Sub”) ;

and (v) Aimei Investment Ltd., a Cayman Islands exempted company, in the capacity as, from and after the closing of the transactions

contemplated by the Business Combination Agreement (the “Closing”), the representative for our Company and our shareholders.

Business Combination Agreement and related agreements are further described in our Current Report on Form 8-K filed with the U.S.

and Exchange Commission (the “SEC”) on June 20, 2024.

Other than as specifically discussed, this Annual Report does not assume

the closing of the proposed business combination with United Hydrogen or the transactions contemplated by the Business Combination Agreement.

The following description of the Business Combination Agreement and related agreements do not purport to be complete and is qualified

in its entirety by reference to the full text of the corresponding agreements, the forms of which are filed with our Current Report on

Form 8-K on June 20, 2024 as Exhibit 2.1 and Exhibits 10.1 through 10.5 and the terms of which are incorporated by reference herein.

Combination Agreement

to the Business Combination Agreement, subject to the terms and conditions set forth therein, (i) the First Merger Sub will merge with

and into United Hydrogen (the “First Merger”), whereby the separate existence of the First Merger Sub will cease, and United

Hydrogen will be the surviving corporation of the First Merger and become a wholly-owned subsidiary of Pubco;

and (ii) following confirmation

of the effective filing of the First Merger, and as part of the same overall transaction as the First Merger, the Second Merger Sub will

merge with and into our Company (the “Second Merger,” and together with the First Merger, the “Mergers”), whereby

the separate existence of the Second Merger Sub will cease, and we will be the surviving corporation of the Second Merger as a wholly-owned

subsidiary of Pubco.

a result of the Mergers, among other things, (i) all outstanding ordinary shares of United Hydrogen, except for the United Hydrogen Specially

Designated Ordinary Shares (as defined in the Business Combination Agreement) and the United Hydrogen Dissenting Shares (as defined in

the Business Combination Agreement), will be cancelled and converted into the right to receive such number of Pubco Class A Ordinary

Shares (as defined in the Business Combination Agreement) as determined in accordance with the exchange ratio provided for in the Business

Combination Agreement (the “Exchange Ratio”), (ii) all United Hydrogen Specially Designated Ordinary Shares will be canceled

and converted into the right to receive the number of Pubco Class B Ordinary Shares (as defined in the Business Combination Agreement)

as determined in accordance with the Exchange Ratio, (iii) each convertible note of United Hydrogen that is issued and outstanding immediately

prior to effective time of the First Merger, will be converted into such number of ordinary shares of United Hydrogen pursuant to the

terms thereof, which resulting shares will be converted into the right to receive such number of Pubco Class A Ordinary Shares based

on the Exchange Ratio, (iv) each issued and outstanding Unit of our Company shall be automatically detached and the holder thereof will

be deemed to hold one Ordinary Share and one Right, (v) each Ordinary Share shall be cancelled and converted automatically into the right

to receive one Pubco Class A Ordinary Share, and (vi) every five issued and outstanding Rights shall be cancelled and automatically converted

into one Pubco Class A Ordinary Share.

The Mergers, together with the other transactions contemplated by the Business Combination Agreement

and the other agreements contemplated thereby may be referred to in this Annual Report as the “Transactions.”

proposed business combination with United Hydrogen (the “Business Combination”) has been unanimously approved by the boards

of directors of our Company and United Hydrogen.

consummation of the Business Combination is conditioned upon, among other things:

(i) the approval of the Business Combination Agreement

and the Transactions and related matters by the requisite vote of our shareholders;

(ii) the approval of the Transactions by the requisite

vote of United Hydrogen’s shareholders;

(iii) obtaining material regulatory approvals;

(iv) the expiration or termination of any

waiting period applicable to the consummation of the Transactions under any antitrust laws;

(v) no law or order preventing or prohibiting

the Transactions;

(vi) we having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion

of the redemption and any PIPE Investment (as defined in the Business Combination Agreement) that has been funded at or prior to Closing;

(vii) the adoption by the shareholder of Pubco of Pubco’s amended memorandum and articles of association;

(viii) the effectiveness

of a registration statement on Form F-4 (as amended or supplemented from time to time, the “Registration Statement”) in connection

with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the Pubco securities to be issued

under the Business Combination Agreement ;

(ix) appointment of the post-closing directors of Pubco;

(x) satisfaction of Nasdaq listing

requirements for Pubco’s ordinary shares;

(xi) United Hydrogen and we each receiving evidence reasonably satisfactory to them that

Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act as of the Closing;

and (xii) to the extent applicable,

United Hydrogen’s receipt of all necessary approvals from the China Securities Regulatory Commission (the “CSRC”).

addition, the obligations of United Hydrogen, the Pubco, the First Merger Sub and the Second Merger Sub to consummate the Business Combination

are also conditioned upon, among other things:

(i) the representations and warranties of our Company being true and correct on and as

of the Closing (subject to certain materiality standards set forth in the Business Combination Agreement);

(ii) we having performed in

all material respects our obligations and complied in all material respects with our covenants and agreements under the Business Combination

Agreement required to be performed or complied with by us on or prior the date of the Closing;

(iii) the absence of any Material Adverse

Effect (as defined in the Business Combination Agreement) with respect to us since the date of the Business Combination Agreement which

is continuing and uncured;

(iv) the paid-off of all Expenses (as defined in the Business Combination Agreement) incurred by us and unpaid

fees in connection with IPO (other than the deferred underwriting commission) and all Sponsor Loan (as defined in the Business Combination

Agreement) on or prior to the Closing;

(v) receipt by United Hydrogen and Pubco of the Founder Amended and Restated Registration Rights

Agreement (as defined in the Business Combination Agreement);

(vi) receipt by each of the Sellers of the Seller Registration Rights Agreement

(as defined in the Business Combination Agreement) duly executed by Pubco;

(vii) we having delivered copies of the written resignations

of all our directors and officers prior to the Second Merger, effective as of the Closing;

and (viii) receipt of certain customary certificates

and other closing deliveries as specified under the Business Combination Agreement.

our obligation to consummate the Business Combination is also conditioned upon, among other things:

(i) the representations and warranties

of United Hydrogen, Pubco, the First Merger Sub, and the Second Merger Sub being true and correct on and as of the Closing (subject to

certain materiality standards set forth in the Business Combination Agreement);

(ii) United Hydrogen, Pubco, the First Merger Sub, and

the Second Merger Sub having performed in all material respects the respective obligations and complied in all material respects with

their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior

the date of the Closing;

(iii) absence of any Material Adverse Effect (as defined below) with respect to the Target Companies (as defined

in the Business Combination Agreement) since the date of the Business Combination Agreement which is continuing and uncured;

Employment Agreement (as defined in the Business Combination Agreement) and each Seller Lock-Up Agreement (as defined in the Business

Combination Agreement) being in full force and effect from the Closing;

(v) as of or prior to the Closing, the board of directors and

shareholders of Pubco having adopted and approved an equity incentive plan which will provide that the total pool of awards under such

equity incentive plan will be a number of Pubco’s ordinary shares equal to five percent (5%) of the aggregate number of Pubco’s

ordinary shares issued and outstanding immediately after the Business Combination and shall include a customary evergreen provision;

(vi) receipt by us of the Founder Amended and Restated Registration Rights Agreement (as defined in the Business Combination Agreement),

duly executed by Pubco;

(vii) completion of the Reorganization (as defined in the Business Combination Agreement) pursuant to the Reorganization

Documents (as defined in the Business Combination Agreement) by the Completion Date (as defined in the Business Combination Agreement);

(viii) United Hydrogen’s timely payments for any Extension (as defined in the Business Combination Agreement) pursuant to the terms

of the Business Combination Agreement;

and (ix) receipt of certain customary certificates and other closing deliveries as specified under

the Business Combination Agreement.

Business Combination Agreement includes customary covenants of the parties with respect to efforts to satisfy conditions to the consummation

of the Business Combination.

The covenants under the Business Combination Agreement include, among other things, covenants providing

for the following:

(i) United Hydrogen’s agreement to (a) operate its business in the ordinary course prior to the Closing (with

certain exceptions) and not to take certain specified actions without our prior written consent, and (b) subject to certain customary

legal and other exceptions, provide us with access to the books, records and financial records of United Hydrogen and its subsidiaries,

and information about the operations and other affairs of United Hydrogen and its subsidiaries;

(ii) United Hydrogen acknowledging and

agreeing that it has no claim against the Trust Account established for the benefit of our shareholders;

and (iii) our agreement to operate

our business in the ordinary course prior to the Closing (with certain exceptions) and not to take certain specified actions without

the prior written consent of United Hydrogen.

Business Combination Agreement also contains additional covenants of the parties, including, among others, (i) a covenant providing for

Pubco, us and United Hydrogen to cooperate in the preparation of the Registration Statement in connection with the Transactions and the

registration of the Pubco Class A Ordinary Shares pursuant to the Business Combination Agreement, including, in the case of United Hydrogen

providing such information and responding in a timely manner to comments relating to the proxy statement, including preparation for inclusion

in the proxy statement of pro forma financial statements in compliance with the requirements of Regulation S-X and the SEC;

(ii) requiring

us to establish a record date for, duly call and give notice of, convene and hold an extraordinary general meeting of our shareholders

as promptly as practicable following the date that the Registration Statement is declared effective by the SEC under the Securities Act;

(iii) requiring our board of directors to recommend to our shareholders the adoption and approval of the proposals contemplated by the

Business Combination Agreement;

(iv) prohibiting United Hydrogen and us from, among other things, soliciting or negotiating with third

parties regarding alternative transactions and agreeing to certain related restrictions and ceasing discussions regarding alternative

transactions;

(v) each party using its commercially reasonable efforts, and cooperating fully with the other parties, shall take, or

cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the Transactions;

(vi) United Hydrogen seeking the approval of its shareholders for the adoption of the Business Combination Agreement and other transaction

documents and the Transactions;

and (vii) the parties also taking all necessary actions to cause Pubco’s board of directors immediately

after the Closing to consist of a board of five directors, including three members who shall qualify as an independent director under

Nasdaq rules.

Representations

and Warranties

the Business Combination Agreement, United Hydrogen made certain customary representations and warranties to us, including among others,

related to the following:

(1) corporate matters, including due organization, existence, and good standing;

(2) authority and binding

effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which it is a party;

(3) capitalization;

(4) subsidiaries and investments;

(5) governmental approvals;

(6) non-contravention;

(7) financial statements;

(8) absence of certain

(9) compliance with laws;

(10) company permits;

(11) litigation;

(12) material contracts;

(13) intellectual property;

(15) real property;

(16) personal property;

(17) title to and sufficiency of assets;

(18) employee matters;

(20) environmental matters;

(21) transactions with related persons;

(22) insurance;

(23) top vendors;

(24) certain business practices;

(25) Investment Company Act;

(26) finders and brokers;

(27) books and records;

(28) takeover statues and charter provisions;

(30) information supplied;

(31) board approval;

(32) independent investigation;

and (33) exclusivity of representations

and warranties.

the Business Combination Agreement, we made certain customary representations and warranties to United Hydrogen and Pubco, including

among others, related to the following:

(1) corporate matters, including due organization, existence, and good standing;

(2) authority

and binding effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which it is a

(3) governmental approvals;

(4) non-contravention;

(5) capitalization;

(6) the SEC filings, our financials, and internal controls;

(7) absence of certain changes;

(8) compliance with laws;

(9) actions, orders and permits;

(10) taxes and returns;

(11) employees and

employee benefit plans;

(12) properties;

(13) material contracts;

(14) transactions with affiliates;

(15) Investment Company Act and

the JOBS Act;

(16) finders and brokers;

(17) certain business practices;

(18) insurance;

(19) information supplied;

(20) independent

investigation;

(21) the trust account;

(22) registration and listing;

(23) termination of prior merger agreements;

(24) PIPE investment;

and (25) exclusivity of representations and warranties.

the Business Combination Agreement, Pubco, the First Merger Sub, and the Second Merger Sub made customary representations and warranties

to us, including among others, related to the following:

(1) organization, incorporation, and good standing;

(2) authority and binding

effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which they are parties;

governmental approvals;

(4) non-contravention;

(5) capitalization;

(6) activities of Pubco, the First Merger Sub, and the Second Merger

(8) finders and brokers;

(9) Investment Company Act;

(10) intended tax treatment;

(11) information supplied;

(12) independent

investigation;

and (13) exclusivity of representations and warranties.

representations and warranties made in the Business Combination Agreement will not survive the Closing.

Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Closing,

(i) by mutual written consent of our Company and United Hydrogen;

(ii) by either us or United Hydrogen if any law or governmental

order (other than a temporary restraining order) is in effect that permanently restrains, enjoins, makes illegal or otherwise prohibits

the mergers and the other transactions contemplated by the Business Combination Agreement;

(iii) by either us or United Hydrogen if any

of the conditions to Closing have not been satisfied or waived by March 31, 2025 or such other date as may be extended pursuant to the

Business Combination Agreement (the “Termination Date”);

(iv) by either us or United Hydrogen upon a material breach of any

representations, warranties, covenants or other agreements set forth in the Business Combination Agreement by the other party if such

breach gives rise to a failure of certain closing conditions to be satisfied and cannot or has not been cured within the earlier of 20

days’ following the receipt of notice from the non-breaching party and the Termination Date;

(v) by either us or United Hydrogen

if our shareholder approval is not obtained at our shareholder meeting;

(vi) by us if the United Hydrogen shareholder approval is not

obtained within ten (10) business days after the Registration Statement becomes effective;

or (vii) by us, if the Reorganization is not

completed by December 31, 2024.

of Deadline to Complete Initial Business Combination

amended and restated memorandum and articles of association provides that we have 12 months from the closing of our IPO to consummate

our initial business combination.

However, if we anticipate that we may not be able to consummate our initial business combination within

12 months, we may, by resolution of our board of directors if requested by the Sponsor, extend the period of time to consummate a business

combination up to 12 times, each by an additional one month, for a total of up to 24 months to complete a business combination, subject

to the sponsor depositing additional funds into the Trust Account as set out below.

Pursuant to the terms of our amended and restated

memorandum and articles of association and the trust agreement dated December 1, 2023 entered into between us and Continental Stock Transfer

& Trust Company (the “Trust Agreement”), in order for the time available for us to consummate our initial business combination

to be extended, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit

into the Trust Account an monthly extension fee of $227,700 (or $0.033 per Public Share in either case) each month on or prior to the

date of the applicable deadline for each extension.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account

to extend the time for us to complete our initial business combination.

Shareholders will not be granted any right to approve or disapprove

any such monthly extension, or redeem their securities in connection with any decision by us to extend the time frame to complete a business

combination from 12 months to up to 24 months.

such payments would be made in the form of a loan.

Any such loans will be non-interest bearing and payable upon the consummation of our

initial business combination.

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds

of the Trust Account released to us.

If we do not complete a business combination, we will not repay such loans.

Furthermore, the letter

agreement with our initial shareholders—including the Sponsor and our directors and officers as of the closing our IPO (collective,

“Initial Shareholders”)—contains a provision pursuant to which our Sponsor has agreed to waive its right to be repaid

for such loans out of the funds held in the Trust Account in the event that we do not complete a business combination.

Our Sponsor and

its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our initial business combination.

You will not be able to vote on or redeem your shares in connection with any such extension.

December 11, 2024 and January 13, 2025, the Sponsor and United Hydrogen caused the first and second monthly extension fee of $227,700

(equivalent to $0.033 per Public Share), respectively, to be deposited into the Trust Account in accordance with the terms set forth

in the Trust Agreement, to extend the date by which the Company has to consummate a business combination from December 6, 2024 to February

On February 5, 2024, we held an extraordinary general meeting of shareholders, which approved the proposal by our board of directors

to amend the monthly fee payable by the Sponsor and/or its designee into the Trust Account to extend the date by which we must consummate

our initial business combination, from $0.033 per Public Share (for each monthly extension) to an amount equal to $150,000 for all outstanding

Public Shares (for each monthly extension).

On February 6, 2025 and March 6, 2025, the Sponsor and United Hydrogen caused the third and

fourth monthly extension fee of $150,000, respectively, to be deposited into the Trust Account, to further extend the deadline from February

6, 2024 to April 6, 2025.

As of the date of this Annual Report, the deadline for completing of an initial business combination was extended

to April 6, 2025 and the Sponsor currently intends to continue to deposit additional funds as described herein to further extend such

deadline to up to 24 months from the closing of the IPO, to complete the initial business combination.

However, there is no guarantee

that the Sponsor or United Hydrogen will make such deposit timely or at all as described above.

there is no restriction or limitation on what industry our target operates in, it is our intention to pursue prospective targets that

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We anticipate targeting what are traditionally known as “small cap” companies domiciled

in North America, Europe and/or the Asia Pacific (“ APAC ”) regions that are developing assets in the biopharmaceutical,

medical technology/medical device and diagnostics space which aligns with our management team’s experience in operating health

care companies and in drug and device technology development as well as diagnostic and other services.

Our efforts to identify a prospective

target business will not be limited to a particular industry or geographic region.

As such, although we are not targeting target companies

in China, we may consider an initial business combination with a target business with its principal business operations in China (including

Hong Kong and Macau).

At the time of preparing this report, we have not identified any specific business combination, nor has anyone

on our behalf initiated or engaged in any substantive discussions, formal or otherwise, related to such a transaction.

Our efforts to

date are limited to organizational activities related to the IPO.

of Cash to and from our Post Business Combination Subsidiaries

date, we have not pursued an initial business combination and there have not been any capital contributions or shareholder loans by us

to any PRC entities, we do not yet have any subsidiaries, and we have not received, declared or made any dividends or distributions.

Although we do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly

or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such

a transaction, our initial business combination target company may include a company based in the PRC.

If we decide to consummate our

initial business combination with a target business based in and primarily operating in the PRC, the combined company, whose securities

will be listed on a U.S.

stock exchange, may make capital contributions or extend loans to its PRC subsidiaries through intermediate

holding companies subject to compliance with relevant PRC foreign exchange control regulations.

the initial business combination, the combined company’s ability to pay dividends, if any, to the shareholders and to service any

debt it may incur will depend upon dividends paid by its PRC subsidiaries.

Under PRC laws and regulations, PRC companies are subject

to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to offshore entities.

In particular,

under the current PRC laws and regulations, dividends may be paid only out of distributable profits.

Distributable profits are the net

profit as determined under Chinese accounting standards and regulations, less any recovery of accumulated losses and appropriations to

statutory and other reserves required to be made.

PRC regulations permit a potential PRC target company’s indirect PRC subsidiaries to pay dividends to an overseas subsidiary, for

example, a subsidiary located in Hong Kong, only out of their accumulated profits, if any, determined in accordance with Chinese accounting

standards and regulations.

In addition, each of the target’s subsidiaries in China is required to set aside at least 10% of its

after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital.

the combined company’s PRC subsidiaries may not have sufficient distributable profits to pay dividends to the combined company.

Furthermore, each such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee

welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors.

Although the statutory

reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings

of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

PRC government also imposes controls on the conversion of the Renminbi (“ RMB ”), the legal currency of the PRC, into

foreign currencies and the remittance of currencies out of the PRC.

Our initial business combination target may be a PRC company with

substantially all of its revenues in RMB.

Shortages in the availability of foreign currency may restrict the ability of the PRC subsidiaries

to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest

payments and expenditures from trade-related transactions can be made in foreign currencies without prior approval from SAFE by complying

with certain procedural requirements.

However, approval from appropriate government authorities is required where RMB is to be converted

into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions.

the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands post business

combination, we may not be able to pay dividends in foreign currencies to our security-holders.

Furthermore, if our target’s subsidiaries

in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make

other payments.

dividends, if any, on our ordinary shares will be paid in U.S.

If we are considered a PRC tax resident enterprise for tax purposes,

any dividends we pay to our overseas shareholders may be regarded as China-sourced income and, as a result, may be subject to PRC withholding

tax at a rate of up to 10.0%.

PRC government may take measures at its discretion from time to time to restrict access to foreign currencies for current account or

capital account transactions.

If the foreign exchange control regulations prevent the PRC subsidiaries of the combined company from obtaining

sufficient foreign currencies to satisfy their foreign currency demands, the PRC subsidiaries of the combined company may not be able

to pay dividends or repay loans in foreign currencies to their offshore intermediary holding companies and ultimately to the combined

We cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict the

remittance of RMB into or out of the PRC.

We cannot assure you, in light of the restrictions in place, or any amendment to be made from

time to time, that the PRC subsidiaries of the combined company will be able to satisfy their respective payment obligations that are

denominated in foreign currencies, including the remittance of dividends outside of the PRC.

Please see those factors described under

the heading “ Risk Factors ” in our filings from time to time with the SEC.

to the HIMSS Future of Healthcare Report, 80% of healthcare providers plan to increase investment in technology and digital solutions

over the next five years.

In addition, 47% cited digital as a top organizational priority and 58% plan to invest more than $10 million

in digital health programs by 2026.

report released by MedTech Europe disclosed that the European medical technology market was estimated at approximately €150 billion

In terms of growth, the in vitro diagnostics (IVD) market has been boosted in recent years by the COVID-19 pandemic, reaching

a growth rate of 25% in 2020.

The top five biggest medtech markets are Germany, France, the United Kingdom, Italy, and Spain.

technology offers solutions for many disease areas.

From a worldwide perspective, IVD is the largest sector, followed by cardiology and

diagnostic imaging.

Based upon manufacturer prices, the European medical device market is estimated to make up approximately 27.3% of

the world market.

It is the second-largest medical device market after the United States (43.5%).

pharmaceutical industry has experienced significant growth during the past two decades, and pharma revenues worldwide totaled 1.42

trillion U.S.

dollars in 2021.

In 2022, the United States was still the largest single pharmaceutical market, generating more than

600 billion U.S.

dollars of revenue.

Europe was responsible for generating around 213 billion U.S.

These two markets,

together with Japan, Canada and Australia, form the so-called established (or developed) markets.

the past decade, Asia has grown exponentially, driving growth, innovation, and future development.

While the United States still accounts

for approximately half of novel pipeline assets, Asia is closing ranks.

Asia’s pharma industry typically entails not only innovative

portfolios and pipelines, but also creative market access approaches, effective stakeholder engagements, and innovative business models

and go-to-market strategies.

& Acquisition Target Criteria

will seek to acquire small cap businesses in the biopharmaceutical, medical technology/device industries or diagnostic and other services

We believe these industries are attractive for a number of reasons, including:

they represent attractive markets, which are characterized

by a high level of innovation and they include a large number of emerging high growth companies that have the right size as potential

in North America, Europe and/or the Asia Pacific regions that are developing assets in the biopharmaceutical, medical technology/medical

device, and diagnostics space which aligns with our management team’s experience in operating health care companies and in drug

and device technology development as well as diagnostic and other services.

Our efforts to identify a prospective target business will

not be limited to a particular industry or geographic region.

As such, although we are not targeting target companies in China, we may

consider an initial business combination with a target business with its principal business operations in China (including Hong Kong

We believe that we will add value to these businesses primarily by providing them with access to the U.S.

capital markets.

will seek to capitalize on the strength of our management team.

Our team consists of experienced professionals and senior operating executives.

Collectively, our officers and directors have decades of experience in financial oversight and operating companies in Asia.

we will benefit from their accomplishments, and specifically their current and recent activities with companies that have a connection

to the Asian market, in identifying attractive acquisition opportunities.

However, there is no assurance that we will complete a business

believe that the members of our management team and board of directors have valuable and applicable experience for sourcing and analyzing

potential acquisition candidates across various industries and on an international basis based upon their professional experience.

Directors, Executive Officers and Corporate Governance ” for details of the background of our directors and

operating experience and industry contacts place us in a position to optimize our chances of identifying high-value targets in these

Our target of small cap healthcare-based companies will be based on the concept of value investing and therefore focused on quality

Our target of small cap healthcare-based companies has been based on the concept of value investing and therefore focused on quality

businesses with specific and time-based catalysts.

We will remain opportunistic at considering opportunities throughout the healthcare

space however, our primary focus will be on small cap healthcare companies with one or more of the following characteristics:

development or revenue generating

growth prospects with sustainable proprietary position

space however, our primary focus has been on small cap healthcare companies with one or more of the following characteristics:

development or revenue-generating businesses

growth prospects with a sustainable proprietary position

management teams with previous successes, especially where we can add critical public company expertise

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or International base of business

will be focused on companies in disruptive and other value added subsegments of healthcare that have the potential for significant gains

in the next five years.

Our ideal company will be institutionally backed, with a high-quality management team and a demonstrated ability

to raise money from the private capital markets.

Our plan is to focus on the esoteric/specialty diagnostic market that is quickly emerging

as a critical component of the medical health system as the concept of therapeutics, diagnostics, medical devices and artificial intelligence

merge into a single focus of optimizing patient care.

focus of our management team will be to create shareholder value by leveraging its experience to efficiently guide an emerging healthcare

focus of our management team has been to create shareholder value by leveraging its experience to efficiently guide an emerging healthcare

company towards commercialization.

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clinical programs.

intend to seek target companies that have significant and underexploited expansion opportunities in a niche sector.

This can be accomplished

through a combination of accelerating organic growth and finding attractive add-on acquisition targets.

Our management team has significant

experience in identifying such targets.

Similarly, our management has the expertise to assess the likely synergies and a process

to help a target integrate acquisitions.

Additionally, our management team has extensive experience assisting healthcare companies

raise money as they navigate the regulatory approval process.

intend to seek target companies that should offer attractive risk-adjusted equity returns for our shareholders.

We intend to seek

to acquire a target on terms and in a manner that leverage our experience.

We expect to evaluate a target based on its potential

to successfully achieve regulatory approval and commercialize its product(s).

We also expect to evaluate financial returns based

on (i) risk-adjusted peak sales potential (ii) the potential of pipeline products and the scientific platform (iii) the ability to

achieve the system cost savings, (iv) the ability to accelerate growth via other options, including through the opportunity for follow-on

acquisitions and (v) the prospects for creating value through other value creation initiatives.

Potential upside, for example, from

the growth in the target business’ earnings or an improved capital structure will be weighed against any identified downside

intend to invest in businesses that have a track record of success.

We look for companies with shareholder-friendly governance and

low leverage, which are valued at what we think are low prices relative to their earnings potential and where we see attractive return

have been seeking target companies that have significant and underexploited expansion opportunities in a niche sector.

accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets.

Our management

team has significant experience in identifying such targets.

Similarly, our management has the expertise to assess the likely synergies

and a process to help a target integrate acquisitions.

Additionally, our management team has extensive experience assisting healthcare

companies raise money as they navigate the regulatory approval process.

have been seeking target companies that should offer attractive risk-adjusted equity returns for our shareholders.

We aim to acquire

a target on terms and in a manner that leverages our experience.

We have evaluated, and expect to evaluate, a target based on its

potential to successfully achieve regulatory approval and commercialize its product(s).

We have also evaluated, and expect to evaluate,

financial returns based on (i) risk-adjusted peak sales potential (ii) the potential of pipeline products and the scientific platform

(iii) the ability to achieve the system cost savings, (iv) the ability to accelerate growth via other options, including through

the opportunity for follow-on acquisitions and (v) the prospects for creating value through other value creation initiatives.

upside, for example, from the growth in the target business’ earnings or an improved capital structure will be weighed against

any identified downside risks.

aim to invest in businesses that have a track record of success.

We look for companies with shareholder-friendly governance and low

leverage, which are valued at what we think are low prices relative to their earnings potential and where we see attractive return

potential over the long run.

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may deem relevant.

currently do not have any specific business combination under consideration.

Our officers and directors have neither individually selected

nor considered a target business, nor have they had any substantive discussions regarding possible target businesses among themselves

or with our underwriters or other advisors.

Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly

or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative

to select or locate any such acquisition candidate.

Business Combination

will have until 12 months from the closing of our IPO (or up to 24 months from the closing of the IPO if we extend the period of time

to consummate a business combination by the full amount of time, as described in more detail in this report) to consummate our initial

of Target Businesses

anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,

venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or

mailings that will not commence until after the completion of the IPO.

These sources may also introduce us to target businesses they

think we may be interested in on an unsolicited basis, since many of these sources will have read this report and know what types of

businesses we are targeting.

officers and directors, as well as their respective affiliates, may also bring to our attention target business candidates that they

become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as

attending trade shows or conventions.

While we do not presently anticipate engaging the services of professional firms or other individuals

that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which

event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based

on the terms of the transaction.

In no event, however, will any of our existing officers, directors or Initial Shareholders, or any entity

with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they

render in order to effectuate, the consummation of a business combination (regardless of the type of transaction).

Some of our officers

and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination.

The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business

combination candidate.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our Initial Shareholders, officers

or directors.

In the event we seek to complete our initial business combination with a target that is affiliated with our Initial Shareholders,

officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm

or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company (or

shareholders) from a financial point of view.

Business Combination

If we are unable to consummate our initial business combination within the applicable time period, we will, as

promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rata portion of the

funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining

shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to

provide for claims of creditors and the requirements of other applicable law.

currently have until April 6, 2025 (or up to 24 months from the closing of the IPO if we extend the period of time to consummate a business

combination by the full amount of time, as described in more detail in this report) to consummate our initial business combination.

we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible

but not more than five business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account

and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board

of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors

and the requirements of other applicable law.

In such event, the rights will be worthless.

35 unchanged sentences

shareholders) from a financial point of view.

of our management team and our independent directors and their affiliates will directly or indirectly own ordinary shares and

private rights following the IPO, and, accordingly, may have a conflict of interest in determining whether a particular target

business is an appropriate business with which to effectuate our initial business combination.

Further, each of our officers and

directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or

resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our

initial business combination.

Additionally, each of our officers and directors presently has, and any of them in the future may have

additional, fiduciary or contractual obligations to another entity, including other blank check companies similar to our company,

pursuant to which such officer or director may be required to present a business combination opportunity to such entity.

Specifically, our executive officers are affiliated with our sponsor and other entities that make, or are looking to make,

investments in companies.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which

is suitable for an entity to which he or she has fiduciary or contractual obligations, he or she will honor his or her fiduciary or

contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity

rejects the opportunity.

We do not believe, however, that the fiduciary duties or contractual obligations of our executive officers

will materially affect our ability to complete our business combination.

For additional information regarding our executive

officers’ and directors’ business affiliations and potential conflicts of interest, see “ Directors, Executive

of our management team and our independent directors and their affiliates will directly or indirectly own our Ordinary Shares following

the IPO, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business

with which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of interest

with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included

by a target business as a condition to any agreement with respect to our initial business combination.

Additionally, each of our officers

and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity,

including other blank check companies similar to our company, pursuant to which such officer or director may be required to present a

business combination opportunity to such entity.

Specifically, our executive officers are affiliated with our Sponsor and other entities

that make, or are looking to make, investments in companies.

Accordingly, if any of our officers or directors becomes aware of a business

combination opportunity which is suitable for an entity to which he or she has fiduciary or contractual obligations, he or she will honor

his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it

to us if such entity rejects the opportunity.

We do not believe, however, that the fiduciary duties or contractual obligations of our

executive officers will materially affect our ability to complete our business combination.

For additional information regarding our

executive officers’ and directors’ business affiliations and potential conflicts of interest, see “ Directors, Executive

Officers and Corporate Governance.

” Our amended and restated memorandum and articles of association provides that, subject

to fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any director or

officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our

company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us

is a summary of potential PRC laws and regulations that could be interpreted by the in-charge PRC government authorities, namely, the

CSRC, the CAC and their enforcement agencies, to require the company to obtain permission or approval in order to issue securities to

foreign investors in connection with a business combination or offer securities to foreign investors.

The company does not believe that

any permission or approval is required under the PRC laws or regulations to offer securities to non-PRC investors.

However, there is

no assurance that such approval or permission will not be required under the PRC laws, regulations or policies if the relevant governmental

authorities take a contrary position, nor can the company predict whether or how long it will take to obtain such approval if so required.

Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors adopted by six PRC regulatory agencies, including

the MOFCOM, the State-Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration

for Industry and Commerce (the “ SAMR ”), the CSRC, and the SAFE in 2006 and amended in 2009, as well as some other

regulations and rules concerning mergers and acquisitions (collectively, the “ M&A Rules ”) include provisions that

purport to require that an offshore special purpose vehicle that is controlled by PRC domestic companies or individuals and that has

been formed for the purpose of an overseas listing of securities through acquisitions of PRC domestic companies or assets to obtain the

approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

On September 21, 2006, the CSRC published its approval procedures for overseas listings by special purpose vehicles.

However, substantial

uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.

While the application

of the M&A Rules remains unclear, the company believes that the CSRC approval would not be required in the context of a business

combination because (1) the M&A Rules provide that the acquisition of the equity held by the shareholders of a “domestic company”

(i.e., a non-foreign investment company) or the subscription for the new shares issued by a “domestic company” by the shareholders

of an offshore special purpose vehicle with the equity of such offshore special purpose vehicle, or by the offshore special purpose vehicle

with its new shares for the purpose of the overseas listing of such offshore special purpose vehicle, shall be subject to the approval

while the company currently is a foreign-invested enterprise rather than a “domestic company” as defined under

the M&A Rules, and (2) the CSRC currently has not issued any definitive rule or interpretation concerning whether a transaction of

the kind contemplated herein is subject to the M&A Rules.

However, uncertainties still exist as to how the M&A Rules will be

interpreted and implemented.

February 17, 2023, the China Securities Regulatory Commission (the “ CSRC ”) promulgated the Trial Administrative Measures

of Overseas Securities Offering and Listing by Domestic Companies (the “ Trial Measures ”), which took effect on March

The Trial Measures supersede the prior rules and clarified and emphasized several aspects, which include but are not limited

(1) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” in compliance

with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures

under the Trial Measures if the following criteria are met at the same time:

(a) 50% or more of the issuer’s operating revenue,

total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting

year comes from PRC domestic companies, and (b) the main parts of the issuer’s business activities are conducted in mainland China,

or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management

are mostly Chinese citizens or domiciled in mainland China;

(2) exemptions from immediate filing requirements for issuers that (a) have

already been listed or registered but not yet listed in foreign securities markets, including U.S.

markets, prior to the effective date

of the Trial Measures, (b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or

the overseas stock exchange, and (c) whose such overseas securities offering or listing shall be completed before September 30, 2023,

provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other

circumstances that require filing with the CSRC;

(3) a negative list of types of issuers banned from listing or offering overseas, such

as (a) issuers whose listing or offering overseas has been recognized by the State Council of the PRC as a possible threat to national

security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations,

and (d) issuers under major disputes regarding equity ownership;

(4) issuers’ compliance with web security, data security, and

other national security laws and regulations;

(5) issuers’ filing and reporting obligations, such as the obligation to file with

the CSRC after it submits an application for initial public offering to overseas regulators, and the obligation after offering or listing

overseas to report to the CSRC material events including a change of control or voluntary or forced delisting of the issuer;

the CSRC’s authority to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial

Measures, including failure to comply with filing obligations or committing fraud and misrepresentation.

believe we are not required to obtain approvals from any PRC government authorities, including the CSRC or the Cyberspace Administration

of China (“ CAC ”), or any other government entity, to issue our securities to foreign investors and to list on a U.S.

exchange or to search for a target company.

As of the date of this report, we have not received any inquiry, notice, warning, sanctions

or regulatory objection to the IPO from the CSRC or any other PRC governmental authorities.

However, applicable laws, regulations, or

interpretations of the PRC may change or we could be mistaken about these rules applicability, and the relevant PRC government agencies

could reach a different conclusion and may subject us to a stringent approval process from the relevant government entities in connection

with the IPO, continued listing on a U.S.

exchange, the potential business combination, the issuance of shares or the maintenance of

our status as a publicly listed company outside China, and the post business combination entity’s PRC operations if our business

combination target is a PRC Target Company.

If the CSRC or the CAC, or any other governmental or regulatory body subsequently determines

that its approval is needed for the IPO, a business combination, the issuance of our ordinary shares upon exercise of the rights, or

maintaining our status as a publicly listed company outside China, we may face approval delays, adverse actions or sanctions by the CSRC,

CAC and/or other PRC regulatory agencies.

It is uncertain whether we will be required to obtain permission from the PRC government to

continue to list on a U.S.

exchange in the future and offer our securities to foreign investors.

If approval is required in the future,

including pursuant to the Trial Measures, and we are denied permission from Chinese authorities to list on U.S.

exchanges or offer our

securities to foreign investors, we may not be able to continue listing on a U.S.

exchange or be subject to other severe consequences,

which would materially affect our ability to complete a business combination in which case we may have to liquidate which would be adverse

to the interests of the investors.

In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations

after the IPO.

The use of the term “operate” and “operations” includes the process of searching for a target

business and conducting related activities.

To that extent, we may not be able to conduct the process of searching for a potential target

company in China.

to fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any director or officer

unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and

such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Sponsor is Aimei Investment Ltd, a Cayman Islands exempted company whose ultimate beneficial owner is Ms.

Han is a resident

Juan Fernandez Pascual is the Secretary of our sponsor.

May 1, 2023, we entered into a subscription agreement for founder shares with our sponsor which is recorded as subscription receivable

and which was amended and restated on May 24, 2023.

On May 25, 2023, 1,437,500 founder shares were issued to the sponsor (up to 187,500

of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) pursuant

to a securities subscription agreement and the 1,437,500 ordinary shares previously held by the sponsor were repurchased by the company.

Subsequently, on May 25, 2023, an aggregate of 152,000 founder shares were transferred to directors of the company.

These 152,000 founder

shares will not be subject to forfeiture in the event the underwriters’ over-allotment option is not exercised.

On October 20,

2023, the Company capitalized an amount equal to $28.75 standing to the credit of the share premium account and appropriated such sum

and applied it on behalf of the Sponsor towards paying up in full (as to the full par value of $0.0001 per founder share) 287,500 unissued

ordinary shares of $0.0001 par value and allotted such shares credited as fully paid to Sponsor, resulting in 1,725,000 shares being

issued and outstanding.

Such ordinary shares includes an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the

extent that the underwriters’ over-allotment is not exercised in full or in part.

On October 20, 2023, the May 24, 2023 subscription

agreement was amended to reflect this change.

Thus, such parties may have more of an economic incentive for us to enter into an initial

business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of

revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares.

of our directors, director nominees and officers presently has and any of them in the future may have additional, fiduciary or contractual

obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity

to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such opportunity to such entity.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers

or directors will materially affect our ability to complete our initial business combination.

Notwithstanding

our founder’s and management team’s past experiences, past performance is not a guarantee (i) that we will be able to identify

a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from

any business combination we may consummate.

You should not rely on the historical record of the members of our management team or our

sponsor or their respective affiliates or any related investment’s performance as indicative of our future performance of an investment

in the company or the returns the company will, or is likely to, generate going forward.

Each of our officers and directors may become

an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the

Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination.

For more information,

see the section of this report entitled “ Directors, Executive Officers and Corporate Governance.”

Competitive Advantages

as a Publicly Listed Company

The Sponsor has no business operations and only serves as a vehicle that holds equity interests in our Company.

date of this Annual Report, we do not have any other promoters other than the Sponsor and its affiliate.

Sponsor holds an aggregate of 1,905,000 Ordinary Shares as of the date of this Annual Report.

The Sponsor has invested an aggregate of

$3,345,000 in our Company, comprised of (i) $25,000 for 1,725,000 founder shares (approximately $0.014 per share), which were issued

to the Sponsor prior to our IPO (the “Founder Shares”), of which 152,000 Founder Shares were transferred to the then-officers

and directors of our Company on May 25, 2023, and (ii) $3,320,000 for 332,000 Private Units.

as a Public Company

believe our structure will make us an attractive business combination partner to prospective target businesses.

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further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented management

Financial Position and Flexibility

a trust account initially in the amount of $69,690,000, which includes up to approximately $690,000, for the payment of deferred underwriting

commissions, we can offer a target business a variety of options to facilitate a business combination and fund future expansion and growth

of its business.

This amount assumes no redemptions.

Because we are able to consummate a business combination using the cash proceeds

from the IPO, our share capital, debt or a combination of the foregoing, we have the flexibility to use an efficient structure allowing

us to tailor the consideration to be paid to the target business to address the needs of the parties.

However, if a business combination

requires us to use substantially all of our cash to pay for the purchase price, we may need to arrange third party financing to help

fund our business combination.

Since we have no specific business combination under consideration, we have not taken any steps to secure

third party financing.

Accordingly, our flexibility in structuring a business combination may be subject to these constraints.

Our Initial Business Combination

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to effectuate our initial business combination using cash from the proceeds of the IPO and the Private Placement of the Private Units,

our shares, new debt, or a combination of these, as the consideration to be paid in our initial business combination.

We may seek to

consummate our initial business combination with a company or business that may be financially unstable or in its early stages of development

or growth, which would subject us to the numerous risks inherent in such companies and businesses, although we will not be permitted

to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

new debt, or a combination of these, as the consideration to be paid in our initial business combination.

We may seek to consummate our

initial business combination with a company or business that may be financially unstable or in its early stages of development or growth,

which would subject us to the numerous risks inherent in such companies and businesses, although we will not be permitted to effectuate

our initial business combination with another blank check company or a similar company with nominal operations.

our initial business combination is paid for using shares or debt securities, or not all of the funds released from the Trust Account

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incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.

have not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly,

to identify any acquisition target.

Subject to the requirement that our initial business combination must be with one or more target

businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (less any deferred underwriting

commissions and taxes payable on interest earned) at the time of the agreement to enter into such initial business combination, we have

virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses.

Accordingly, there is no current

basis for investors in the IPO to evaluate the possible merits or risks of the target business with which we may ultimately complete

our initial business combination.

Although our management will assess the risks inherent in a particular target business with which we

may combine, this assessment may not result in our identifying all risks that a target business may encounter.

Furthermore, some of those

risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely

impact a target business.

may seek to raise additional funds through a private offering of debt or equity securities in connection with the consummation of our

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through the sale of securities or otherwise.

of Target Businesses

anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,

venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or

mailings that will not commence until after the completion of the IPO.

These sources may also introduce us to target businesses they

think we may be interested in on an unsolicited basis, since many of these sources will have read this report and know what types of

businesses we are targeting.

officers and directors, as well as their respective affiliates, may also bring to our attention target business candidates that they

become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as

attending trade shows or conventions.

While we do not presently anticipate engaging the services of professional firms or other individuals

that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which

event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based

on the terms of the transaction.

In no event, however, will any of our existing officers, directors or initial shareholders, or any entity

with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they

render in order to effectuate, the consummation of a business combination (regardless of the type of transaction).

Some of our officers

and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination.

The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business

combination candidate.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial shareholders, officers

or directors.

In the event we seek to complete our initial business combination with a target that is affiliated with our initial shareholders,

officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm

or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company (or

shareholders) from a financial point of view.

of a Target Business and Structuring of a Business Combination

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market value of at least 80% of the value of the Trust Account (less any deferred underwriting commissions and taxes payable on interest

earned) at the time of the agreement to enter into such initial business combination, our management will have virtually unrestricted

flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our

initial business combination with another blank check company or a similar company with nominal operations.

In any case, we will only

consummate an initial business combination in which we become the majority shareholder of the target (or control the target through contractual

arrangements in limited circumstances for regulatory compliance purposes as discussed below) or are otherwise not required to register

as an investment company under the Investment Company Act.

There is no basis for investors in the IPO to evaluate the possible merits

or risks of any target business with which we may ultimately complete our initial business combination.

To the extent we effect our initial

business combination with a company or business that may be financially unstable or in its early stages of development or growth, we

may be affected by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the risks inherent

in a particular target business, we may not properly ascertain or assess all significant risk factors.

earned) at the time of the agreement to enter into such initial business combination, our management has virtually unrestricted flexibility

in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business

combination with another blank check company or a similar company with nominal operations.

In any case, we will only consummate an initial

business combination in which we become the majority shareholder of the target or are otherwise not required to register as an investment

company under the Investment Company Act.

There is no basis for investors in the IPO to evaluate the possible merits or risks of any

target business with which we may ultimately complete our initial business combination.

To the extent we effect our initial business

combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected

by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the risks inherent in a particular

target business, we may not properly ascertain or assess all significant risk factors.

evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,

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to otherwise complete a business combination.

market value of target business or businesses

rules provide that our initial business combination must be with one or more target businesses that together have a fair market value

equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned)

at the time of our signing a definitive agreement in connection with our initial business combination.

If our board is not able to independently

determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking

firm or another independent firm that commonly renders valuation opinions with respect to the satisfaction of such criteria.

If our securities

are not listed on Nasdaq after the IPO, we would not be required to satisfy the 80% requirement.

However, we intend to satisfy the 80%

requirement even if our securities are not listed on Nasdaq at the time of our initial business combination.

anticipate structuring our initial business combination to acquire 100% of the equity interest or assets of the target business or businesses.

We may, however, structure our initial business combination to acquire less than 100% of such interests or assets of the target business,

but we will only consummate such business combination if we will become the majority shareholder of the target (or control the target

through contractual arrangements in limited circumstances for regulatory compliance purposes) or are otherwise not required to register

as an “investment company” under the Investment Company Act.

Even though we will own a majority interest in the target, our

shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending

on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction in which

we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial

number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued

and outstanding shares subsequent to our initial business combination.

fair market value of a target business or businesses or assets will be determined by our board of directors based upon standards generally

accepted by the financial community, such as actual and potential gross margins, the values of comparable businesses, earnings and cash

flow, book value and, where appropriate, upon the advice of appraisers or other professional consultants.

If our board of directors is

not able to independently determine that the target business or assets has a sufficient fair market value to meet the threshold criterion,

we will obtain an opinion from an unaffiliated, independent investment banking firm or an independent accounting firm with respect to

the satisfaction of such criterion.

Notwithstanding the foregoing, unless we consummate a business combination with an affiliated entity,

we are not required to obtain an opinion from an independent investment banking firm or an independent accounting firm that the price

we are paying is fair to our shareholders.

of Business Diversification

an indefinite period of time after consummation of our initial business combination, the prospects for our success may depend entirely

an indefinite period of time after the consummation of our initial business combination, the prospects for our success may depend entirely

on the future performance of a single business.

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particular industry in which we operate after our initial business combination, and

us to depend on the marketing and sale of a single product or limited number of products or services.

us to depend on the marketing and sale of a single product or a limited number of products or services.

Ability to Evaluate the Target’s Management Team

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If we seek shareholder approval of our initial business combination, we will consummate our initial

business combination only if we obtain affirmative vote of a majority of the shareholders who attend and vote at a general meeting of

business combination only if we obtain an affirmative vote of a majority of the shareholders who attend and vote at a general meeting

of the company.

we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition

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of our officers, directors, Initial Shareholders or their affiliates has indicated any intention to purchase Units or Ordinary Shares

in the IPO or from persons in the open market or in private transactions.

However, if we hold a general meeting to approve a proposed

business combination and a significant number of shareholders vote, or indicate an intention to vote, against such proposed business

combination or to redeem their shares, our officers, directors, initial shareholders or their affiliates could make such purchases in

the open market or in private transactions in order to increase the likelihood of satisfying the necessary closing conditions to such

Notwithstanding the foregoing, our officers, directors, initial shareholders and their affiliates will not make purchases

of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop

potential manipulation of a company’s stock, shares or other equity securities.

from persons in the open market or in private transactions.

However, if we hold a general meeting to approve a proposed business combination

and a significant number of shareholders vote, or indicate an intention to vote, against such proposed business combination or to redeem

their shares, our officers, directors, Initial Shareholders or their affiliates could make such purchases in the open market or in private

transactions in order to increase the likelihood of satisfying the necessary closing conditions to such transaction.

Notwithstanding

the foregoing, our officers, directors, Initial Shareholders and their affiliates will not make purchases of Ordinary Shares if the purchases

would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s

stock, shares or other equity securities.

Rights for Public Shareholders Upon Consummation of Our Initial Business Combination

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interest (net of taxes payable), divided by the number of the then issued and outstanding Public Shares, subject to the limitations described

The amount in the trust account is initially anticipated to be $10.10 per share, whether or not the underwriters’ over-allotment

option is exercised in full.

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced

by the deferred underwriting commissions we will pay to the underwriters.

Our initial shareholders have agreed to waive their right to

receive liquidating distributions if we fail to consummate our initial business combination within the requisite time period.

if our initial shareholders or any of our officers, directors or affiliates acquires public shares in or after the IPO, they will be

entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination

within the required time period.

The amount in the Trust Account is initially anticipated to be $10.10 per share.

The per-share amount we will distribute to investors

who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Shareholders have agreed to waive their right to receive liquidating distributions if we fail to consummate our initial business combination

within the requisite time period.

However, if our Initial Shareholders or any of our officers, directors or affiliates acquires Public

Shares in or after the IPO, they will be entitled to receive liquidating distributions with respect to such Public Shares if we fail

to consummate our initial business combination within the required time period.

of Conducting Redemptions

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ability to redeem no more than 20% of the shares sold in the IPO, we believe we have limited the ability of a small group of shareholders

to unreasonably attempt to block a transaction which is favored by our other public shareholders.

to unreasonably attempt to block a transaction that is favored by our other public shareholders.

Initial Shareholders, officers and directors will not have redemption rights with respect to any Ordinary Shares owned by them, directly

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proxy solicitation materials we furnish to shareholders in connection with a vote for any proposed business combination will indicate

whether we are requiring shareholders to satisfy such certification and delivery requirements.

Accordingly, a shareholder would have

from the time the shareholder received our proxy statement up until the vote on the proposal to approve the business combination to deliver

his shares if he wishes to seek to exercise his redemption rights.

whether we require shareholders to satisfy such certification and delivery requirements.

Accordingly, a shareholder would have from the

time the shareholder received our proxy statement up until the vote on the proposal to approve the business combination to deliver his

shares if he wishes to seek to exercise his redemption rights.

This time period varies depending on the specific facts of each transaction.

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of Public Shares and Liquidation If No Initial Business Combination

will have until 12 months from the closing of the IPO to consummate an initial business combination.

However, if we anticipate that we

may not be able to consummate our initial business combination within 12 months, we may extend the period of time to consummate a business

combination up to 12 times, each by an additional one month (for a total of up to 24 months to complete a business combination).

to the terms of our amended and restated memorandum and articles of association and the trust agreement between us and Continental Stock

Transfer & Trust Company, in order to extend the time available for us to consummate our initial business combination, our sponsor

or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $198,000

or up to $227,700 if the underwriters’ over-allotment option is exercised in full ($0.033 per share in either case) on or prior

to the date of the applicable deadline, for each one month extension (or up to an aggregate of $2,376,000 (or $2,732,400 if the underwriters’

over-allotment option is exercised in full), or approximately $0.40 per share if we extend for the full 12 months).

Any such payments

would be made in the form of a loan.

Any such loans will be non-interest bearing and payable upon the consummation of our initial business

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account

released to us.

If we do not complete a business combination, we will not repay such loans.

Furthermore, the letter agreement with our

initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out

of the funds held in the trust account in the event that we do not complete a business combination.

Our sponsor and its affiliates or

designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination.

not be able to vote on or redeem your shares in connection with any such extension.

we are unable to consummate our initial business combination within the allotted time period, we will, as promptly as reasonably possible

but not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account (net of taxes payable,

and less up to $50,000 of interest to pay liquidation expenses), pro rata to our public shareholders by way of redemption and cease all

operations except for the purposes of winding up of our affairs.

This redemption of public shareholders from the trust account shall

be effected as required by function of our amended and restated memorandum and articles of association and prior to any voluntary winding

up, although at all times subject to the Companies Act.

have a period of 12 months from the closing of our IPO to consummate our initial business combination and thereafter, if we require additional

time to consummate our initial business combination, our board of directors may extend the period of time to consummate a business combination

up to 12 times, each by an additional one-month period (for a total of up to 24 months to complete a business combination), subject to

the authorization by our board of directors and the deposit of additional funds into the Trust Account by the Sponsor or its affiliates

or designees as described elsewhere in this Annual Report.

If we are unable to consummate our initial business combination within the

allotted time period, we will, as promptly as reasonably possible but not more than five business days thereafter, distribute the aggregate

amount then on deposit in the Trust Account (net of taxes payable, and less up to $50,000 of interest to pay liquidation expenses), pro

rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs.

redemption of public shareholders from the Trust Account shall be effected as required by function of our amended and restated memorandum

and articles of association and prior to any voluntary winding up, although at all times subject to the Companies Act.

Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares if we fail to consummate our initial

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account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution

would be approximately $10.10 (whether or not the underwriters’ over-allotment option is exercised in full).

The per-share amount

we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will

pay to the underwriters.

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors, which

would have higher priority than the claims of our public shareholders.

The actual per-share redemption amount received by shareholders

may be less than $10.10, plus interest (net of any taxes payable, and less up to $50,000 of interest to pay liquidation expenses).

would be approximately $10.10.

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced

by the deferred underwriting commissions we will pay to the underwriters.

The proceeds deposited in the Trust Account could, however,

become subject to the claims of our creditors, which would have higher priority than the claims of our public shareholders.

per-share redemption amount received by shareholders may be less than $10.10, plus interest (net of any taxes payable, and less up to

$50,000 of interest to pay liquidation expenses).

we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute

agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit

of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that

they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of

fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order

to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses

to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives

available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such

third party’s engagement would be significantly more beneficial to us than any alternative.

Making such a request of potential

target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to

execute such a waiver, it may limit the field of potential target businesses that we might pursue.

Our independent registered public

accounting firm will not execute agreements with us waiving such claims to the monies held in the trust account, nor will the underwriters

any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform

an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver

if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

of our public shareholders, there is no guarantee (i) that they will execute such agreements, or (ii) even if they execute such agreements,

that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach

of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in

order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account.

If any third party

refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis

of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management

believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Making such a request

of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses

refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

Our independent registered

public accounting firm will not execute agreements with us waiving such claims to the monies held in the trust account, nor will the

underwriters of the IPO.

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant

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for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction

agreement, reduce the amounts in the trust account to below $10.10 per share (whether or not the underwriters’ over-allotment option

is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust

account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities

under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will

not be responsible to the extent of any liability for such third party claims.

However, our sponsor may not be able to satisfy those

Other than as described above, none of our officers or directors will indemnify us for claims by third parties including,

without limitation, claims by vendors and prospective target businesses.

We have not independently verified whether our sponsor has sufficient

funds to satisfy its indemnity obligations.

We therefore believe it is unlikely our sponsor would be able to satisfy its indemnity obligations

if it was required to do so.

However, we believe the likelihood of our sponsor having to indemnify the trust account is limited because

we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any

right, title, interest or claim of any kind in or to monies held in the trust account.

the event that the proceeds in the trust account are reduced below $10.10 per share (whether or not the underwriters’ over-allotment

option is exercised in full) and our sponsor asserts that it is unable to satisfy any applicable obligations or that it has no indemnification

obligations related to a particular claim, our independent directors would determine whether to take legal action to enforce such indemnification

While we currently expect that our independent directors would take legal action on our behalf to enforce such indemnification

obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any

particular instance.

Accordingly, due to claims of creditors, the actual value of the per-share redemption price may be less than $10.10

per share (whether or not the underwriters’ over-allotment option is exercised in full).

agreement, reduce the amounts in the Trust Account to below $10.10 per share, except as to any claims by a third party who executed a

waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters

of the IPO against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed

to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.

However, our Sponsor may not be able to satisfy those obligations.

Other than as described above, none of our officers or directors will

indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations.

We therefore believe it is

unlikely our Sponsor would be able to satisfy its indemnity obligations if it was required to do so.

However, we believe the likelihood

of our Sponsor having to indemnify the Trust Account is limited because we will endeavor to have all vendors and prospective target businesses

as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in

the Trust Account.

the event that the proceeds in the Trust Account are reduced below $10.10 per share and our Sponsor asserts that it is unable to satisfy

any applicable obligations or that it has no indemnification obligations related to a particular claim, our independent directors would

determine whether to take legal action to enforce such indemnification obligations.

While we currently expect that our independent directors

would take legal action on our behalf to enforce such indemnification obligations to us, it is possible that our independent directors

in exercising their business judgment may choose not to do so in any particular instance.

Accordingly, due to claims of creditors, the

actual value of the per-share redemption price may be less than $10.10 per share.

we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,

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within the allotted time period or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination

In no other circumstances shall a shareholder have any right or interest of any kind to or in the trust account.

we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the

business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the

trust account.

In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting

in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable

pro rata share of the trust account.

Such shareholder must have also exercised its redemption rights described above.

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may place us at a competitive disadvantage in successfully negotiating our initial business combination.

currently maintain our executive offices at 10 East 53rd Street, Suite 3001, New York, NY 10022.

Such space, utilities and secretarial

and administrative services will be provided to us by our sponsor as part of the admin service, which was charged at $10,000 per month.

We consider our current office space adequate for our current operations.

currently have two executive officers.

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additional discussion of the general development of our business, see our final prospectus on Form 424B4 filed with the SEC on December

a smaller reporting company, we are not required to make disclosures under this Item.

UNRESOLVED STAFF COMMENTS

Risk Factors.

a smaller reporting company, we are not required to provide the information required by this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business