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Item 1A. Risk Factors

2024-03-06 compared with 2023-03-31 · 12 added, 79 removed, 0 unchanged (100% of the section changed)

As a smaller reporting company, we are not required

to make disclosures under this Item.

However, in addition to any risk factors disclosed in our Prospectus, we believe the risks described

below outline additional items of most concern to us:

We may not be able to

complete an initial business combination with a U.S.

target company if such initial business combination is subject to U.S.

foreign investment

regulations and review by a U.S.

government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately

All of our officers and directors

as well as members of our sponsor are U.S.

Sau Fong Yeung, who is a member holding 41.3% equity interest in and the manager

of our Sponsor, is a Hong Kong citizen and U.S.

permanent resident based in Hong Kong.

Controlling or non-controlling investments in U.S.

businesses that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one of 27 identified industries

– including aviation, defense, semiconductors, telecommunications and biotechnology – are subject to a mandatory filing with

In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United

States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

we may be considered a “foreign person” under such rules and regulations due to Ms.

Sau Fong Yeung’s Hong Kong citizenship,

any proposed business combination between us and a U.S.

business engaged in a regulated industry or which may affect national security,

we could be subject to such foreign ownership restrictions and/or CFIUS review.

The scope of CFIUS was expanded by FIRRMA to include certain

non-passive, non-controlling investments in sensitive U.S.

businesses and certain acquisitions of real estate even with no underlying

FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to

mandatory filings.

If our potential initial business combination with a U.S.

business falls within the scope of foreign ownership restrictions,

we may be unable to consummate a business combination with such business.

In addition, if our potential business combination falls within

CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed

with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business

CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns

with respect to such initial business combination or order us to divest all or a portion of a U.S.

business of the combined company if

we had proceeded without first obtaining CFIUS clearance.

The foreign ownership limitations, and the potential impact of CFIUS, may limit

the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe

would otherwise be beneficial to us and our stockholders.

As a result, the pool of potential targets with which we could complete an initial

business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies

which do not have similar foreign ownership issues.

Moreover, the process of government

review, whether by CFIUS or otherwise, could be lengthy.

Because we have only a limited time to complete our initial business combination

our failure to obtain any required approvals within the requisite time period may require us to liquidate.

If we liquidate, our public

stockholders may only receive $10.00 per share initially, and our warrants and rights will expire worthless.

This will also cause you

to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any

price appreciation in the combined company.

The manager of our sponsor

is a resident of Hong Kong.

Further, there is uncertainty if any officers and directors of the post-combination entity will be located

outside the Unites States.

Therefore, it may be difficult, or in some cases not possible, for investors in the United States to enforce

their legal rights, to effect service of process upon the said person or those officers and directors after the business combination located

outside the United States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them

under United States securities laws.

Sau Fong Yeung, who is

a member holding 41.3% equity interest in and the manager of our Sponsor, is a Hong Kong citizen and U.S.

permanent resident based in

Further, there is uncertainty if any officers and directors of the post-combination entity will be located outside the Unites

As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights,

to effect service of process upon the said person or those officers and directors after the business combination located outside the United

States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them under United States

securities laws.

In particular, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of

courts with the United States and many other countries and regions, and you may have to incur substantial costs and contribute significant

time to enforce civil liabilities and criminal penalties in reliance on legal remedies under PRC laws.

Therefore, recognition and enforcement

in the PRC of judgement of United States courts in relation to any matter not subject to a binding arbitration provision may be difficult

or impossible.

UNRESOLVED STAFF COMMENTS

Not applicable.

As a smaller reporting company,

we are not required to make disclosures under this Item.

Factors that could cause our actual results to differ materially from those in

this Annual Report are any of the risks described in the Prospectus, the quarterly report on Form 10-Q filed with the SEC on August 21,

2023, and the Form S-4.

Any of these factors could result in a significant or material adverse effect on our results of operations or

financial condition.

Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business

or results of operations.

As of the date of this Annual Report, there have been no material changes to the risk factors disclosed in the

Prospectus or the Form S-4, except we may disclose changes to such factors or disclose additional factors from time to time in our future

filings with the SEC.

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 1A. Risk Factors