What changed in this filing

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Item 1. Business

2024-04-16 compared with 2023-03-31 · 282 added, 217 removed, 211 unchanged (70% of the section changed)

31 unchanged sentences

The Company has selected December 31 as its fiscal year end.

registration statement for the Company’s Initial Public Offering was declared effective on December 19, 2022 (the

“Registration Statement”).

On December 22, 2022 the Company consummated the Initial Public Offering of 6,000,000 units

(the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public

Shares”), at $10.00 per Unit, generating gross proceeds of $60,000,000.

Unit consists of one share of common stock of the

Company, par value $0.0001 per share (the “Common stock”) and one right (the “Rights”), with each Right

entitling the holder thereof to receive one-tenth of one share of Common Stock.

Additionally, on December 29, 2022, the underwriters fully

exercised the over-allotment option and the closing of the issuance and sale of the additional Units.

The total aggregate issuance

by the Company of 900,000 Units at a price of $10.00 per Unit resulted in total gross proceeds of $9,000,000.

registration statement for the Company’s Initial Public Offering was declared effective on December 19, 2022 (the “Registration

On December 22, 2022 the Company consummated the Initial Public Offering of 6,000,000 units (the “Units”

and, with respect to the shares of ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit,

generating gross proceeds of $60,000,000.

Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary

Shares”) and one right (the “Rights”), with each Right entitling the holder thereof to receive one-tenth of one Ordinary

Additionally, on December 29, 2022, the underwriters fully exercised the over-allotment option and the closing of the issuance

and sale of the additional Units.

The total aggregate issuance by the Company of 900,000 Units at a price of $10.00 per Unit resulted

in total gross proceeds of $9,000,000.

Simultaneously

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the proceeds the Company received from the Initial Public Offering and the sale of the Private Placement Units, $ 70,380,000

per public share) was deposited into a U.S.-based trust account at UBS with Continental Stock Transfer & Trust Company, acting

as trustee, with approximately $550,000 being used to pay fees and expenses in connection with the closing of the Initial Public

Offering, including underwriting commissions, and an estimated $650,000 being available for working capital following the Initial

Public Offering.

Except with respect to interest earned on the funds held in the trust account that may be released to the Company

to pay its tax obligations, the proceeds from the Initial Public Offering and the sale of the Private Placement Units that are

deposited in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of our

initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to

amend our amended and restated articles of association (i) to modify the substance or timing of our obligation to allow redemption

in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial

business combination within 12 months from the closing of our Initial Public Offering (or up to 18 months, if we extend the time to

complete a business combination) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial

business combination activity and (c) the redemption of our public shares if we are unable to complete our business combination

within 12 months from the closing of our Initial Public Offering (or up to 18 months, if we extend the time to complete a business

combination), subject to applicable law.

our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.

The outbreak of

the COVID-19 coronavirus has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide,

and potential target companies may defer or end discussions for a potential business combination with us whether or not COVID-19 affects

their business operations.

The extent to which COVID-19 impacts our search for a business combination will depend on future developments,

which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and

the actions to contain COVID-19 or treat its impact, among others.

($10.20 per public share) was initially deposited into a U.S.-based trust account at Bank of America with American Stock Transfer

& Trust Company, acting as trustee, with approximately $550,000 being used to pay fees and expenses in connection with the closing

of the Initial Public Offering, including underwriting commissions, and an estimated $650,000 being available for working capital following

the Initial Public Offering.

Except with respect to interest earned on the funds held in the trust account that may be released to the

Company to pay its tax obligations, the proceeds from the Initial Public Offering and the sale of the Private Placement Units that are

deposited in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of our initial

business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended

and restated articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our

initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15

months from the closing of our Initial Public Offering (or up to 24 months, if we extend the time to complete a business combination)

or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (c)

the redemption of our public shares if we are unable to complete our business combination within 15 months from the closing of our Initial

Public Offering (or up to 24 months, if we extend the time to complete a business combination), subject to applicable law.

August 11, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) with AV

Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary of AlphaVest (“Merger Sub”), and Wanshun

Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”).

Pursuant to the terms of the Business

Combination Agreement, a business combination between the Company and Wanshun will be effected through the merger of Merger Sub with

and into Wanshun, with Wanshun surviving the merger as a wholly owned subsidiary of the Company.

The Board has unanimously (i) approved

and declared advisable the Business Combination Agreement and the related transactions and (ii) resolved to recommend the approval and

adoption of the Business Combination Agreement and the related transactions to the shareholders of the Company.

On March 18, 2024, the Company delivered to Wanshun

a Notice of Termination of Business Combination (the “Termination”), in which the Business Combination Agreement was terminated

pursuant to Section 8.1(e) of the Business Combination Agreement.

The termination of the Business Combination Agreement is effective as

of March 18, 2024.

As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void

and there is no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Termination,

and each of the transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited

to, the Sponsor Support Agreement, dated as of August 11, 2023, by and among the Company, Wanshun, AlphaVest Holding LP (“Sponsor”),

and the insiders thereto, and the Shareholder Support Agreement, dated as of August 11, 2023, by and among the Company, Wanshun, and certain

shareholders of Wanshun.

Pursuant to Section 8.2(b) of the Business Combination Agreement, Wanshun shall remit a termination fee to Sponsor

as soon as reasonably practicable.

an extraordinary general meeting of shareholders held on December 21, 2023 (the “Meeting”), the Company adopted the Company’s

Second Amended and Restated Memorandum and Articles of Association (the “Second Amended and Restated Memorandum and Articles of

Association”) reflecting the extension of the date by which the Company must consummate a business combination from December 22,

2023 (the “Termination Date”) up to ten (10) times, the first extension comprised of three months, and the subsequent nine

(9) extensions comprised of one month each (each an “Extension”) up to December 22, 2024 (i.e., for a period of time ending

up to 24 months after the consummation of its Initial Public Offering for a total of twelve (12) months after the Termination Date (assuming

a business combination has not occurred).

The Company also entered into an amendment (the “Trust Agreement Amendment”) to

the Investment Management Trust Agreement, dated as of December 19, 2022, with Continental Stock Transfer & Trust Company (as amended,

the “Trust Agreement”).

Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete

a business combination from the Termination Date up to ten (10) times, with the first extension comprised of three months, and the subsequent

nine (9) extensions comprised of one month each from the Termination Date, or extended date, as applicable, to December 22, 2024 by providing

five days’ advance notice to the trustee prior to the applicable Termination Date, or extended date, and depositing into the Trust

Account $55,000 for each monthly extension (the “Extension Payment”) until December 22, 2024 (assuming a business combination

has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination.

connection with the shareholders’ vote at the Meeting, holders of 2,174,171 ordinary shares of the Company exercised their right

to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account.

As a result, approximately

$ 23,282,935 (approximately $10.71 per share) was removed from the Trust Account to pay such holders and approximately $50,608,334 remains in the Trust Account.

Following the Redemption, the Company has 7,006,329 ordinary shares outstanding.

December 21, 2023, the Company exercised its first extension by depositing $165,000 into the Trust Account to extend the deadline to

complete the business combination from December 22, 2023 to March 22, 2024.

Also on December 21, 2023, the Company entered into a

non-interest bearing promissory note with the Sponsor for $165,000 (the “Extension Note”), which was used to fund extension payments.

On April 15, 2024, we amended and restated the Extension Note to increase the principal amount to $715,000 and extend

the maturity date to the earlier of:

(i) September 12, 2024 or (ii) promptly after the date on the consummation of the business combination .

On March 21, 2024,

the Company exercised its second extension by depositing $55,000 into the Trust Account to extend the deadline to complete the

business combination from March 22, 2024 to April 22, 2024.

Management Team

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by the middle class, structural economic and policy reforms and demographic changes, particularly in China.

development of private equity and venture capital activities in Asia also provides us opportunities.

According to the Asia-Pacific Private

Equity Report 2022 issued by Bain & Company, Asia-Pacific private equity investors closed a record number of deals in 2021.

the report states that investment and exit value set new highs for the region, and fund-raising rose slightly over 2020.

Deal value increased

significantly to a record $296 billion, up 50% over 2020 and 82% over the previous five-year average.

management team intends to focus on creating shareholder value by leveraging its experience in the management, operation, and financing

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should we see justification to do so.

Management Team that Can Create Significant Value for Target Business .

We will seek to identify companies with strong and experienced

management teams that will complement the operating and investment abilities of our management team.

We believe we can provide a

platform for the existing management team to leverage the experience of our management team.

We also believe that the operating expertise

of our management team is well suited to complement many potential targets’ management teams.

and Earnings Growth Potential .

We will seek to acquire one or more businesses that have the potential for significant revenue

and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction

and synergistic follow-on acquisitions resulting in increased operating leverage.

for Strong Free Cash Flow Generation .

We will seek to acquire one or more businesses that have the potential to generate strong,

stable, and increasing free cash flow, particularly businesses with predictable revenue streams and definable low working capital

and capital expenditure requirements.

Strong Management Team

that Can Create Significant Value for Target Business .

We will seek to identify companies with strong and experienced management

teams that will complement the operating and investment abilities of our management team.

We believe we can provide a platform for

the existing management team to leverage the experience of our management team.

We also believe that the operating expertise of our

management team is well suited to complement many potential targets’ management teams.

Revenue and Earnings

Growth Potential .

We will seek to acquire one or more businesses that have the potential for significant revenue and earnings

growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic

follow-on acquisitions resulting in increased operating leverage.

Potential for Strong

Free Cash Flow Generation .

We will seek to acquire one or more businesses that have the potential to generate strong, stable,

and increasing free cash flow, particularly businesses with predictable revenue streams and definable low working capital and capital

expenditure requirements.

We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

from Being a Public Company .

We intend to only acquire a business or businesses that will benefit from being publicly traded

and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly

traded company.

Benefit from Being a

Public Company .

We intend to only acquire a business or businesses that will benefit from being publicly traded and which can

effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.

criteria do not intend to be exhaustive.

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will have up to 15 months from the closing of our Initial Public Offering to consummate an initial business combination.

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 and if requested by our sponsor, extend the period of time we will have to consummate an initial business combination up

to two times, each by an additional three months (for a total of up to 18 months from the closing of our Initial Public Offering), provided

that, pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered

into between us and Continental Stock Transfer & Trust Company on December 19, 2022, in order for the time available for us to consummate

our initial business combination to be extended, our sponsor or their affiliates or designees, upon five days’ advance notice prior

to the applicable deadline, must deposit into the trust account $690,000, (or $0.10 per share) for each extension, on or prior to the

date of the applicable deadline.

Our public shareholders will not be entitled to vote or redeem their shares in connection with any such

In the event that our sponsor elects to extend the time to complete an initial business combination, pay the additional amounts

per each extension, and deposit the applicable amount of money into trust, our sponsor will receive a non-interest bearing, unsecured

promissory note in the amount of any such deposit, which will not be repaid in the event that we are unable to close an initial business

combination unless there are funds available outside the trust account to do so.

In the event that we receive notice from our sponsor

five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such

intention at least three days prior to the applicable deadline.

In addition, we intend to issue a press release the day after the applicable

deadline announcing whether or not the funds had been timely deposited.

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.

If we are unable to consummate our

initial business combination within such time period, we will, as promptly as possible but not more than 10 business days thereafter,

redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion

of any interest earned on the funds held in the trust account and not previously released to us to pay our taxes, and then seek to dissolve

we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution of our

Board of Directors and if requested by our sponsor, extend the period of time we will have to consummate an initial business

combination up to nine times, each by an additional one month (for a total of up to 24 months from the closing of our Initial Public

Offering), provided that, pursuant to the terms of our Second Amended and Restated Memorandum and Articles of Association and the

Trust Agreement , entered into between us and Continental Stock Transfer & Trust Company on December 19, 2022, as amended on

December 21, 2023, in order for the time available for us to consummate our initial business combination to be extended, our sponsor

or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the trust

account $55,000 for each month in an extension, on or prior to the date of the applicable deadline until December 22, 2024 (assuming a business combination has not occurred).

Our public shareholders will

not be entitled to vote or redeem their shares in connection with any such extension.

In the event that our sponsor elects to extend

the time to complete an initial business combination, pay the additional amounts per each extension, and deposit the applicable

amount of money into trust, our sponsor will receive a non-interest bearing, unsecured promissory note in the amount of any such

deposit, which will not be repaid in the event that we are unable to close an initial business combination unless there are funds

available outside the trust account to do so.

In the event that we receive notice from our sponsor five days prior to the applicable

deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least three days

prior to the applicable deadline.

In addition, we intend to issue a press release the day after the applicable deadline announcing

whether or not the funds had been timely deposited.

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.

If we are unable to consummate our initial business

combination within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of

our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any

interest earned on the funds held in the trust account and not previously released to us to pay our taxes, and then seek to dissolve

and liquidate.

However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over

the claims of our public shareholders.

In the event of our dissolution and liquidation, the private units will expire and be worthless.

However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority

over the claims of our public shareholders.

In the event of our dissolution and liquidation, the private units will expire and be

initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least

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to present such opportunity to such entity.

amended and restated memorandum and articles of association provides that 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 that we are legally and contractually permitted to undertake and would otherwise be

reasonable for us to pursue.

Second Amended and Restated Memorandum and Articles of Association provides that 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 that we are legally and contractually permitted to undertake and would otherwise

be reasonable for us to pursue.

officers have agreed that they will not become an officer or director of any other special purpose acquisition company that has publicly

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Reporting and Financial Information

will register our units, Common stock and rights under the Exchange Act and have reporting obligations, including the requirement

that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual

reports will contain financial statements audited and reported on by our independent registered public auditors.

units, Ordinary Shares and rights are registered under the Exchange Act and have reporting obligations, including the requirement that

we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports

will contain financial statements audited and reported on by our independent registered public auditors.

will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials

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will be material.

will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley

are required to evaluate our internal control procedures for the fiscal year ending December 31, 2023 as required by the Sarbanes-Oxley

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth

25 unchanged sentences

the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which

we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that are held by non-affiliates

we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates

equals or exceeds $700,000,000 as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion

4 unchanged sentences

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares

held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues

equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates

equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates

equals or exceeds $700,000,000 as of the end of that year’s second fiscal quarter.

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you should take into account not only the background of our management team, but also the special risks we face as a blank check company.

we may initiate a business combination with a target company operating in China, we may be subject to additional risk factors.

These include significant regulatory, liquidity, and enforcement risks.

For example, we face risks arising from the legal system in

China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change

quickly with little advance notice.

In addition, the Chinese government may intervene or influence our operations at any time or

exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a

material change in our operations and/or the value of our common stock.

Any actions by the Chinese government to exert more

oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers 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 be worthless.

For a detailed description of the risks relating to acquiring and

operating a target business in China, see Please see “Risks Related to Our Possible Business Combination in China” and

“Risks Related to Acquiring and Operating a Business Outside of the United States” for more information.

we may initiate a business combination with target company operating in China, you may be subject to additional risk factors.

These include

significant regulatory, liquidity, and enforcement risks.

For example, we face risks arising from the legal system in China, including

risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance

In addition, the Chinese government may intervene or influence our operations at any time or exert more control over offerings

conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or

the value of our ordinary shares.

Any actions by the Chinese government to exert more oversight and control over offerings that are conducted

overseas and/or foreign investment in China-based issuers 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 be worthless.

For a detailed description

of the risks relating to acquiring and operating a target business in China, see Please see “Risks Related to Our Possible Business

Combination in China” and “Risks Related to Acquiring and Operating a Business Outside of the United States” for more

should carefully consider these and the other risks set forth in the section entitled “Risk Factors” of this Form 10-K.

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Related to our Search for, Consummation of, or Inability to Consummate, a Business Combination

public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete

our initial business combination even though a majority of our public shareholders do not support such a combination.

we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote their founder shares

and private shares in favor of such initial business combination, regardless of how our public shareholders vote.

only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of

your right to redeem your shares from us for cash, unless we seek shareholder approval of the initial business combination.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to

complete the most desirable initial business combination or optimize our capital structure.

search for a business combination, and any target business with which we ultimately consummate an initial business combination, may

be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets, as well as protectionist

legislation in our target markets.

requirement that we complete our initial business combination within 12 months from the closing of our IPO (or up to 18 months, if

we extend the time to complete an initial business combination) may give potential target businesses leverage over us in negotiating

an initial business combination and may decrease our ability to conduct due diligence on potential initial business combination targets

as we approach our dissolution deadline.

may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations

except for the purpose of winding up.

will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

To liquidate your

investment, therefore, you may be forced to sell your public shares or rights potentially at a loss.

we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,

and if you or a “group” of shareholders are deemed to hold in excess of 15% of our common stock, you will lose the

ability to redeem all such shares in excess of 15% of our common stock.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us

to complete our initial business combination and our rights will expire worthless.

may seek acquisition opportunities in industries or sectors which may be outside of our management’s area of expertise.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we

may enter into our initial business combination with a target that does not meet such criteria and guidelines.

we are not limited to a particular industry, sector, or any specific target businesses with which to pursue our initial business

combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

ability to complete a business combination may be impacted by the fact that our sponsor’s major shareholder, Pengfei Zheng,

is a non-U.S.

person, and a majority of our officers and directors are located in, or have significant ties to, China.

This may make

us a less attractive partner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates and

making it harder for us to complete an initial business combination with a non-China-based target company.

For example, we may not

be able to complete an initial business combination with a U.S.

target company since such initial business combination may be subject

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 prohibited.

Our public shareholders

may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial

business combination even though a majority of our public shareholders do not support such a combination.

If we seek shareholder

approval of our initial business combination, our initial shareholders have agreed to vote their founder shares and private shares

in favor of such initial business combination, regardless of how our public shareholders vote.

Your only opportunity to

affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem

your shares from us for cash, unless we seek shareholder approval of the initial business combination.

The ability of our public

shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable

initial business combination or optimize our capital structure.

Our search for a business

combination, and any target business with which we ultimately consummate an initial business combination, may be materially adversely

affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets, as well as protectionist legislation in

our target markets.

The requirement that we

complete our initial business combination within 15 months from the closing of our IPO (or up to 24 months, if we extend the time

to complete an initial business combination) may give potential target businesses leverage over us in negotiating an initial business

combination and may decrease our ability to conduct due diligence on potential initial business combination targets as we approach

our dissolution deadline.

We may not be able to complete

our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose

of winding up.

You will not have any rights

or interests in funds from the trust account, except under certain limited circumstances.

To liquidate your investment, therefore,

you may be forced to sell your public shares or rights potentially at a loss.

If we seek shareholder

approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or

a “group” of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem

all such shares in excess of 15% of our ordinary shares.

Because of our limited

resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our

initial business combination and our rights will expire worthless.

We may seek acquisition

opportunities in industries or sectors which may be outside of our management’s area of expertise.

Although we have identified

general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our

initial business combination with a target that does not meet such criteria and guidelines.

Because we are not limited

to a particular industry, sector, or any specific target businesses with which to pursue our initial business combination, you will

be unable to ascertain the merits or risks of any particular target business’s operations.

Our ability to complete

a business combination may be impacted by the fact that our sponsor’s major shareholder, Pengfei Zheng, is a non-U.S.

and a majority of our officers and directors are located in, or have significant ties to, China.

This may make us a less attractive

partner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates and making it harder for

us to complete an initial business combination with a non-China-based target company.

For example, we may not be able to complete

an initial business combination with a U.S.

target company since such initial business combination may be subject to U.S.

investment regulations and review by a U.S.

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

or ultimately prohibited.

Related to Our Securities

may issue additional common stock or preference shares to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination, which would dilute the interest of our shareholders and likely present

grant of registration rights to our initial shareholders may make it more difficult to complete our initial business combination,

and the future exercise of such rights may adversely affect the market price of our common stock.

We may issue additional

ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion

of our initial business combination, which would dilute the interest of our shareholders and likely present other risks.

The grant of registration

rights to our initial shareholders may make it more difficult to complete our initial business combination, and the future exercise

of such rights may adversely affect the market price of our ordinary shares.

Related to Our Management

officers and directors may allocate their time to other businesses and may become officers or directors of any other special purpose

acquisition companies, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs

and whether to present potential target to us instead of to our competitors.

This conflict of interest could have a negative impact

on our ability to complete our initial business combination.

initial shareholders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage

of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could

make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Our officers and directors

may allocate their time to other businesses and may become officers or directors of any other special purpose acquisition companies,

thereby causing conflicts of interest in their determination as to how much time to devote to our affairs and whether to present

potential target to us instead of to our competitors.

This conflict of interest could have a negative impact on our ability to complete

our initial business combination.

Our initial shareholders

and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We are an emerging growth

company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions

from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities

less attractive to investors and may make it more difficult to compare our performance with other public companies.

Business Combination Risks

management may not be able to maintain control of a target business after our initial business combination.

We cannot provide assurance

that, upon loss of control of a target business, new management will possess the skills, qualifications, or abilities necessary to

profitably operate such business.

may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established

record of revenue or earnings.

Our management may not

be able to maintain control of a target business after our initial business combination.

We cannot provide assurance that, upon loss

of control of a target business, new management will possess the skills, qualifications, or abilities necessary to profitably operate

such business.

We may seek acquisition

opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue

Related to Acquiring and Operating a Business Outside of the United States

Because of the costs and difficulties inherent in managing

cross-border business operations, our results of operations may be negatively impacted.

Many countries have difficult and unpredictable legal systems

and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results

of operations and financial condition.

We may face additional and distinctive risks if we acquire

a business in certain industries, such as technology.

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.

regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries

and Chinese subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or

our PRC resident beneficial owners to liability and penalties under PRC laws.

existing or future U.S.

laws and regulations may restrict or eliminate our ability to complete an initial business combination with

certain companies, particularly those target companies in China.

any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S.

we effect an initial business combination with a company located outside of the United States, the laws applicable to such company

will likely govern all of our material agreements and we may not be able to enforce our legal rights.

in the policies, regulations, rules, and the enforcement of laws of the PRC government may occur quickly with little advance notice

and could have a significant impact upon our ability to operate profitably in the PRC.

Chinese government may intervene in and influence the manner in which our post-combination entity must conduct its business activities

in ways that we cannot expect when we enter into a definitive agreement with a target company with major operation in China which

could result in a material change in our operations of the combined company and/or the value of our securities, and could significantly

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

to significantly decline or become worthless.

If the Chinese government establishes some new policies, regulations, rules, or laws

affecting the industries that our post-combination entity is in, it may materially and adversely affect our operations and the value

of our common stock.

government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based

Additional compliance procedures and approvals may be required in connection with our Initial Public Offering and our initial

business combination process, and, if required, we cannot predict whether we will be able to obtain such approval.

As a result, both

you and us face uncertainty about future actions by the PRC government that could significantly affect our ability to offer or continue

to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

light of recent events indicating greater oversight by the Cybersecurity Administration of Chine (the “CAC”) over data security, particularly for companies seeking to list on

a foreign exchange, some internet and technology companies may not be willing to list on a U.S.

exchange or enter into a definitive

business combination agreement with us.

Further, we may also have to avoid an initial business combination with a company with more

than one million users’ personal information in China due to the limited timeline for us to complete a business combination.

control of currency conversion may affect the value of your investment.

Because of the costs and

difficulties inherent in managing cross-border business operations, our results of operations may be negatively impacted.

Many countries have difficult

and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience,

which may adversely impact our results of operations and financial condition.

We may face additional

and distinctive risks if we acquire a business in certain industries, such as technology.

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.

PRC regulations relating

to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries and Chinese

subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or our PRC resident

beneficial owners to liability and penalties under PRC laws.

Certain existing or future

laws and regulations may restrict or eliminate our ability to complete an initial business combination with certain companies,

particularly those target companies in China.

If any dividend is declared

in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S.

If we effect an initial

business combination with a company located outside of the United States, the laws applicable to such company will likely govern

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

Changes in the policies,

regulations, rules, and the enforcement of laws of the PRC government may occur quickly with little advance notice and could have

a significant impact upon our ability to operate profitably in the PRC.

The Chinese government

may intervene in and influence the manner in which our post-combination entity must conduct its business activities in ways that

we cannot expect when we enter into a definitive agreement with a target company with major operation in China which could result

in a material change in our operations of the combined company and/or the value of our securities, and could significantly limit

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

decline or become worthless.

If the Chinese government establishes some new policies, regulations, rules, or laws affecting the industries

that our post-combination entity is in, it may materially and adversely affect our operations and the value of our ordinary shares.

Chinese government agencies

may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers.

compliance procedures and approvals may be required in connection with our Initial Public Offering and our initial business combination

process, and, if required, we cannot predict whether we will be able to obtain such approval.

As a result, both you and us face uncertainty

about future actions by the PRC government that could significantly affect our ability to offer or continue to offer securities to

investors and cause the value of our securities to significantly decline or be worthless.

In light of recent events

indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, some

internet and technology companies may not be willing to list on a U.S.

exchange or enter into a definitive business combination agreement

Further, we may also have to avoid an initial business combination with a company with more than one million users’

personal information in China due to the limited timeline for us to complete a business combination.

Governmental control of

currency conversion may affect the value of your investment.

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