What changed in this filing

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Item 1A. Risk Factors

2024-04-16 compared with 2023-03-31 · 579 added, 443 removed, 2340 unchanged (30% of the section changed)

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to achieve our business objective.

are a Cayman Islands exempted company with no operating results, and as of December 31, 2022, we had not commenced any operations.

are a Cayman Islands exempted company with no operating results, and we will not commence operations until obtaining funding through

our Initial Public Offering.

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our

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our ability to continue as a “going concern.”

of December 31, 2022, we had working capital of $483,935 .

Further, we expect to incur significant costs in pursuit of our acquisition plans.

Management’s plans to address this need for

capital through our Initial Public Offering are discussed in the section of this Form 10-K titled “Management’s Discussion

and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business

combination may not be successful.

These factors, among others, raise substantial doubt about our ability to continue as a going concern.

The financial statements contained elsewhere in this Form 10-K do not include any adjustments that might result from our inability to

consummate our Initial Public Offering or our inability to continue as a going concern.

of December 31, 2023, we had a working capital deficiency of $324,822.

Further, we expect to incur significant costs in pursuit of our

acquisition plans.

Management’s plans to address this need for capital through our Initial Public Offering are discussed in the

section of this Form 10-K titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our plans to raise capital and to consummate our initial business combination may not be successful.

These factors, among others, raise

substantial doubt about our ability to continue as a going concern.

The financial statements contained elsewhere in this Form 10-K do

not include any adjustments that might result from our inability to consummate our Initial Public Offering or our inability to continue

as a going concern.

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

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a result, in addition to our initial shareholders’ founder shares, we would need 1,653,000 or 32%, of the 5,156,329 public shares

sold in our Initial Public Offering to be voted in favor of an initial business combination in order to have our initial business combination

approved (assuming all outstanding shares are voted and the EBC founder shares are voted in favor of a business combination) or (ii)

167,221, or 2.4% of the 6,900,000 public shares sold in our Initial Public Offering and EBC founder shares to be voted in favor of an

initial business combination in order to have our initial business combination approved (assuming that only the minimum number of shares

representing a quorum are voted).

Our founder shares and private shares represent 23.2% of our outstanding common stock.

Accordingly, if we seek shareholder approval of our initial business combination,

it is more likely that the necessary shareholder approval will be received than would be the case if our initial shareholders agreed

to vote their founder shares and private shares in accordance with the majority of the votes cast by our public shareholders.

outstanding to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming

all outstanding shares are voted and the EBC founder shares are voted in favor of a business combination).

Our founder shares and private

shares will represent 26.6% of our outstanding ordinary shares immediately following the Redemptions.

Accordingly, if we seek shareholder

approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be

the case if our initial shareholders agreed to vote their founder shares and private shares in accordance with the majority of the votes

cast by our public shareholders.

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

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more time, more effort and more resources to identify a suitable target and to consummate an initial business combination.

addition, if there are more special purpose acquisition companies seeking to enter into an initial business combination with available

addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available

targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets

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Initial Public Offering without providing our shareholders with a corresponding redemption right.

will have up to 12 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, 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 22, 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

Originally, we had up to 12 months from

the closing of our Initial Public Offering to consummate an initial business combination, which may have been extended 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 entered into between us and Continental

Stock Transfer & Trust Company on December 22, 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

have deposited into the trust account $690,000 (or $0.10 per share) for each extension, on or prior to the date of the applicable deadline.

At the Meeting held on December 21, 2023, the Company adopted 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 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.

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

However, if 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, 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 to be entered into between us and Continental Stock Transfer & Trust Company on December 22,

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.

the event that our sponsor elects to extend the time to complete a business combination, pay the additional amounts per each extension,

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of time to consummate our business combination, within 24 months from the closing of our Initial Public Offering (as further described

in this Form 10-K).

in our Registration Statement).

Consequently, such target business may obtain leverage over us in negotiating a business combination,

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receive $10.20 per share, or less than such amount in certain circumstances, and our rights will expire worthless.

amended and restated memorandum and articles of association provides that we must complete our initial business combination within 12

months from the closing of our Initial Public Offering, or we may, but are not obligated to, extend the period of time to consummate

our business combination up to two times by an additional three months each time, for a total of up to 18 months (as further described

in this Form 10-K).

Originally, we had up to 12 months from the closing

of our Initial Public Offering to consummate an initial business combination, which may have been extended 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 entered into between us and Continental

Stock Transfer & Trust Company on December 22, 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

have deposited into the trust account $690,000 (or $0.10 per share) for each extension, on or prior to the date of the applicable deadline.

At the Meeting held on December 21, 2023, the Company adopted 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 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

the Trust Agreement Amendment to 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 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.

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

However, if 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, 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 to be entered into between us and Continental Stock Transfer & Trust Company on December 22, 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.

We may not be able to find a suitable target business and complete our initial business combination within

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shares or rights from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float”

of our common stock or rights.

of our ordinary shares or rights.

we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

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with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor,

directors, executive officers, advisors or any of their affiliates may purchase shares or rights from public shareholders outside

the redemption process, along with the purpose of such purchases;

our sponsor, directors, executive officers, advisors or any of their affiliates were to purchase shares or rights from public shareholders,

they would do so at a price no higher than the price offered through our redemption process;

registration statement/proxy statement filed for our business combination transaction would include a representation that any of

our securities purchased by our sponsor, directors, executive officers, advisors or any of their affiliates would not be voted in

favor of approving the business combination transaction;

sponsor, directors, executive officers, advisors or any of their affiliates would not possess any redemption rights with respect

to our securities or, if they do acquire and possess redemption rights, they would waive such rights;

would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material

amount of our securities purchased outside of the redemption offer by our sponsor, directors, executive officers, advisors or any

of their affiliates, along with the purchase price;

purpose of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates;

impact, if any, of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates on the likelihood

that the business combination transaction will be approved;

identities of our security holders who sold to our sponsor, directors, executive officers, advisors or any of their affiliates (if

not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, directors,

executive officers, advisors or any of their affiliates;

number of our securities for which we have received redemption requests pursuant to our redemption offer.

addition, if such purchases are made, the public “float” of our common stock or public rights and the number of beneficial

our registration statement/proxy

statement filed for our business combination transaction would disclose the possibility that our sponsor, directors, executive officers,

advisors or any of their affiliates may purchase shares or rights from public shareholders outside the redemption process, along

with the purpose of such purchases;

if our sponsor, directors,

executive officers, advisors or any of their affiliates were to purchase shares or rights from public shareholders, they would do

so at a price no higher than the price offered through our redemption process;

our registration statement/proxy

statement filed for our business combination transaction would include a representation that any of our securities purchased by our

sponsor, directors, executive officers, advisors or any of their affiliates would not be voted in favor of approving the business

combination transaction;

our sponsor, directors,

executive officers, advisors or any of their affiliates would not possess any redemption rights with respect to our securities or,

if they do acquire and possess redemption rights, they would waive such rights;

we would disclose in a

Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

the amount of our securities

purchased outside of the redemption offer by our sponsor, directors, executive officers, advisors or any of their affiliates, along

with the purchase price;

the purpose of the purchases

by our sponsor, directors, executive officers, advisors or any of their affiliates;

the impact, if any, of

the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates on the likelihood that the business

combination transaction will be approved;

the identities of our security

holders who sold to our sponsor, directors, executive officers, advisors or any of their affiliates (if not purchased on the open

market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, directors, executive officers,

advisors or any of their affiliates;

the number of our securities

for which we have received redemption requests pursuant to our redemption offer.

addition, if such purchases are made, the public “float” of our ordinary shares or public rights and the number of beneficial

holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our

securities on a national securities exchange.

“Proposed Business - Permitted Purchases of Our Securities” for a description of how our sponsor, directors,

executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.

a shareholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails

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an initial business combination, and then only in connection with those public shares that such shareholder properly elected to redeem,

subject to the limitations described in this Form 10-K, (ii) the redemption of any public shares properly submitted in connection

with a shareholder vote to amend our amended and restated memorandum and articles of association (A) 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 if we decide to

extend the period of time to consummate our business combination, within 18 months from the closing of our Initial Public Offering (as

further described in this Form 10-K) or (B) with respect to any other provision relating to shareholders’ rights or

pre-initial business combination activity and (iii) the redemption of our public shares if we are unable to complete an initial business

subject to the limitations described in our Registration Statement, (ii) the redemption of any public shares properly submitted in connection

with a shareholder vote to amend our Second Amended and Restated Memorandum and Articles of Association (A) 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 if we decide

to extend the period of time to consummate our business combination, within 24 months from the closing of our Initial Public Offering

(as further described in our Registration Statement) or (B) with respect to any other provision relating to shareholders’ rights

or pre-initial business combination activity and (iii) the redemption of our public shares if we are unable to complete an initial business

combination within 15 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate

our business combination, within 18 months from the closing of our Initial Public Offering (as further described in this Form 10-K), subject to applicable law and as further described herein.

our business combination, within 24 months from the closing of our Initial Public Offering (as further described in our Registration

Statement), subject to applicable law and as further described herein.

In addition, if we are unable to complete an initial business

combination within 15 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate

our business combination, within 18 months from the closing of our Initial Public Offering (as further described in this Form 10-K) for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders

our business combination, within 24 months from the closing of our Initial Public Offering (as further described in our Registration

Statement) for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders

for approval prior to the distribution of the proceeds held in our trust account.

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wait beyond the 15 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate

our business combination, beyond the 18 months from the closing of our Initial Public Offering (as further described in this Form 10-K) before they receive funds from our trust account.

our business combination, beyond the 24 months from the closing of our Initial Public Offering (as further described in our Registration

Statement) before they receive funds from our trust account.

In no other circumstances will a public shareholder have any right or interest

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States securities laws.

However, because we had net tangible assets in excess of $5,000,000 upon the successful completion of our

Initial Public Offering and the sale of the private units and have filed a Current Report on Form 8-K, including an audited balance sheet

However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of our

Initial Public Offering and the sale of the private units and will file a Current Report on Form 8-K, including an audited balance sheet

demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule

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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.

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.

we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public

shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as

a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect

to more than an aggregate of 15% of the shares sold in our Initial Public Offering, which we refer to as the “Excess Shares.”

However, our amended and restated memorandum and articles of association does not restrict our shareholders’ ability to vote all

of their shares (including Excess Shares) for or against our business combination.

Your inability to redeem the Excess Shares will reduce

your influence over our ability to complete our business combination and you could suffer a material loss on your investment in us if

you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect to the Excess

Shares if we complete our business combination.

As a result, you will continue to hold that number of shares exceeding 15% and, in order

to dispose of such shares, would be required to sell your share in open market transactions, potentially at a loss.

combination pursuant to the tender offer rules, our Second Amended and Restated Memorandum and Articles of Association provides that

a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert

or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with

respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering, which we refer to as the “Excess Shares.”

However, our Second Amended and Restated Memorandum and Articles of Association does not restrict our shareholders’ ability to

vote all of their shares (including Excess Shares) for or against our business combination.

Your inability to redeem the Excess Shares

will reduce your influence over our ability to complete our business combination and you could suffer a material loss on your investment

in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect

to the Excess Shares if we complete our business combination.

As a result, you will continue to hold that number of shares exceeding

15% and, in order to dispose of such shares, would be required to sell your share in open market transactions, potentially at a loss.

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

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competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

because we are obligated to pay cash for the common stock which our public shareholders redeem in connection with our initial business

because we are obligated to pay cash for the ordinary shares which our public shareholders redeem in connection with our initial business

combination, target companies will be aware that this may reduce the resources available to us for our initial business combination.

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and other risk factors in this section.

If the net proceeds of our Initial Public Offering

and the sale of the private units not being held in the trust account are insufficient to allow us to operate until we complete our initial

business combination, we may be unable to complete our initial business combination, in which case our public shareholders may only receive

$10.20 per share, or less than such amount in certain circumstances, and our rights will expire worthless.

The funds available to us outside

of the trust account may not be sufficient to allow us to operate until we complete our initial business combination.

We believe that,

upon the closing of our Initial Public Offering, the funds available to us outside of the trust account will be sufficient to allow us

to operate until we complete our initial business combination.

Of the funds available to us, we could use a portion of the funds available

to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion of the funds as a down

payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses

from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect

to a particular proposed business combination, although we do not have any current intention to do so.

If we entered into a letter of

intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to

forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or

conduct due diligence with respect to, a target business.

If we are unable to complete our initial business combination, our public shareholders

may receive only approximately $10.20 per share or less in certain circumstances on the liquidation of our trust account and our rights

will expire worthless.

In certain circumstances, our public shareholders may receive less than $10.20 per share upon our liquidation.

See “ — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share

redemption amount received by shareholders may be less than $10.20 per share ” and other risk factors in this section.

the net proceeds of our Initial Public Offering and the sale of the private units not being held in the trust account are insufficient

to allow us to operate for at least the next 15 months from the closing of our Initial Public Offering, or if we decide to extend the

period of time to consummate our business combination, the next 24 months from the closing of our Initial Public Offering (as further

described in our Registration Statement), we may be unable to complete our initial business combination, in which case our public shareholders

may only receive $10.20 per share, or less than such amount in certain circumstances, and our rights will expire worthless.

Following the Meeting at

which the shareholders of the Company, the shareholders approved an extension of the time to complete the business combination from

12 months (or up to 18 months if the Company extended the time to complete the business combination) to 15 months (or up to 24

months if the Company extends the time to complete the business combination).

funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 15 months from

the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, the

next 24 months from the closing of our Initial Public Offering (as further described in our Registration Statement), assuming that

our initial business combination is not completed during that time.

We believe that, upon the closing of our Initial Public

Offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 15

months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business

combination, the next 24 months from the closing of our Initial Public Offering (as further described in our Registration

however, we cannot assure you that our estimate is accurate.

Of the funds available to us, we could use a portion of the

funds available to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion of

the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements

designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable

to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention

If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target

business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have

sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are unable to

complete our initial business combination, our public shareholders may receive only approximately $10.20 per share or less in

certain circumstances on the liquidation of our trust account and our rights will expire worthless.

In certain circumstances, our

public shareholders may receive less than $10.20 per share upon our liquidation.

See “ — If third parties bring claims

against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may

be less than $10.20 per share ” and other risk factors in this section.

the net proceeds of our Initial Public Offering and the sale of the private units not being held in the trust account are insufficient,

it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination

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business combination.

the net proceeds of our Initial Public Offering and the sale of the private units, only $650,000 is initially available to us outside the trust account to fund our working capital requirements.

the net proceeds of our Initial Public Offering and the sale of the private units, only approximately $650,000 will be available to us

initially outside the trust account to fund our working capital requirements.

In the event that our offering expenses exceed our estimate

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None of our initial shareholders

nor any of their affiliates are under any obligation to advance funds to us in such circumstances.

nor any of their affiliates is under any obligation to advance funds to us in such circumstances.

Any such advances would be repaid only

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a business combination with which a substantial majority of our shareholders do not agree.

amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that we

will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately

prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (such

that we are not subject to the SEC’s “penny stock” rules).

As a result, we may be able to complete our business combination

even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if

we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our business combination

pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our initial shareholders,

advisors or their affiliates.

In the event the aggregate cash consideration we would be required to pay for all common stock that

is validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business

combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares,

all common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business

Second Amended and Restated Memorandum and Articles of Association does not provide a specified maximum redemption threshold, except

that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either

immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions

(such that we are not subject to the SEC’s “penny stock” rules).

As a result, we may be able to complete our business

combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares

or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our business

combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our initial

shareholders, advisors or their affiliates.

In the event the aggregate cash consideration we would be required to pay for all ordinary

shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed

business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any

shares, all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate

business combination.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received

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may seek to complete a business combination with an operating company in any industry or sector or geographical location.

will not, under our amended and restated memorandum and articles of association, be permitted to complete our business combination with

another blank check company or similar company with nominal operations.

Because we have not yet selected or approached any specific target

business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target

business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we complete

our business combination, we may be affected by numerous risks inherent in the business operations with which we combine.

if we combine with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected

by the risks inherent in the business and operations of a financially unstable or a development stage entity.

Although our officers and

directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain

or assess all the significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks

may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a

target business.

We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than

a direct investment, if such opportunity were available, in a business combination target.

Accordingly, any shareholders who choose to

remain shareholders following the business combination could suffer a reduction in the value of their shares.

Such shareholders are unlikely

to have a remedy for such reduction in value.

will not, under our Second Amended and Restated Memorandum and Articles of Association, be permitted to complete our business combination

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

Because we have not yet selected or approached any specific

target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular

target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we

complete our business combination, we may be affected by numerous risks inherent in the business operations with which we combine.

example, if we combine with a financially unstable business or an entity lacking an established record of revenues or earnings, we may

be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity.

officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will

properly ascertain or assess all the significant risk factors or that we will have adequate time to complete due diligence.

some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will

adversely impact a target business.

We also cannot assure you that an investment in our units will ultimately prove to be more favorable

to investors than a direct investment, if such opportunity were available, in a business combination target.

Accordingly, any shareholders

who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares.

Such shareholders

are unlikely to have a remedy for such reduction in value.

performance by our management team, our advisors and our initial shareholders may not be indicative of future performance of an investment

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

will consider a business combination outside of our management’s area of expertise if a business combination candidate is

presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company.

management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that

we will adequately ascertain or assess all the significant risk factors.

We also cannot assure you that an investment in our units

will not ultimately prove to be less favorable to investors in our Initial Public Offering than a direct investment, if an

opportunity were available, in a business combination candidate.

In the event we elect to pursue an acquisition outside of the areas

of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation,

and the information contained in this Form 10-K regarding the areas of our management’s expertise would not be relevant to an

understanding of the business that we elect to acquire.

As a result, our management may not be able to adequately ascertain or

assess all the significant risk factors.

Accordingly, any shareholders who choose to remain shareholders following our business

combination could suffer a reduction in the value of their shares.

Such shareholders are unlikely to have a remedy for such

reduction in value.

will consider a business combination outside of our management’s area of expertise if a business combination candidate is presented

to us and we determine that such candidate offers an attractive acquisition opportunity for our company.

Although our management will

endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately

ascertain or assess all the significant risk factors.

We also cannot assure you that an investment in our units will not ultimately prove

to be less favorable to investors in our Initial Public Offering than a direct investment, if an opportunity were available, in a business

combination candidate.

In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s

expertise may not be directly applicable to its evaluation or operation, and the information contained in our Registration Statement

regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able to adequately ascertain or assess all the significant risk factors.

Accordingly, any shareholders

who choose to remain shareholders following our business combination could suffer a reduction in the value of their shares.

Such shareholders

are unlikely to have a remedy for such reduction in value.

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

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diversification may negatively impact our operations and profitability.

the net proceeds from our Initial Public Offering and the sale of the private units, up to $70,380,000 will be available to complete

our business combination and pay related fees and expenses.

the net proceeds from our Initial Public Offering and the sale of the private units, and after giving effect to the Redemptions, up to

$50,880,604 will be available to complete our business combination and pay related fees and expenses.

may complete our business combination with a single target business or multiple target businesses simultaneously or within a short period

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Accordingly, the prospects for our success may be:

dependent upon the performance of a single business, property, or asset, or

upon the development or market acceptance of a single or limited number of products, processes, or services.

solely dependent upon the

performance of a single business, property, or asset, or

dependent upon the development

or market acceptance of a single or limited number of products, processes, or services.

lack of diversification may subject us to numerous economic, competitive, and regulatory developments, any or all of which may have a

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or ultimately prohibited.

sponsor, AlphaVest Holding LP, is currently controlled by Mr.

Pengfei Zheng, who owns approximately 23.3% of our outstanding shares.

In addition, a majority of our directors and officers are located in, or have significant ties

As a result, we may be a less attractive partner to potential target companies outside the PRC, thereby limiting our pool

of acquisition candidates.

This would impact our search for a target company and make 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

sponsors, AlphaVest Holding LP and Peace Capital Limited, are currently controlled by Mr.

Pengfei Zheng, who own approximately 23.2% of our outstanding

shares following our Initial Public Offering.

In addition, a majority of our directors and officers are located in, or have

significant ties to, China.

As a result, we may be a less attractive partner to potential target companies outside the PRC, thereby

limiting our pool of acquisition candidates.

This would impact our search for a target company and make 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.

foreign investment regulations and review by a U.S.

foreign investment

regulations and review by a U.S.

government entity.

Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules

or regulations that limit foreign ownership.

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 and any proposed

business combination between us and a U.S.

business engaged in a regulated industry or which may affect national security could be subject

to such foreign ownership restrictions and/or CFIUS review.

Certain federally licensed businesses in the United States, such as broadcasters

and airlines, may be subject to rules or regulations that limit foreign ownership.

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

business engaged in a regulated

industry or which may affect national security could be subject to such foreign ownership restrictions and/or CFIUS

scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain

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and subject us to additional trading restrictions.

units, common stock and rights are listed on NASDAQ.

units, ordinary shares and rights are listed on NASDAQ.

We cannot assure you that our securities will continue to be listed on NASDAQ

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adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our common stock is a “penny stock” which will require brokers trading in our common stock to

adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

a limited availability

of market quotations for our securities;

reduced liquidity for our

a determination that our

ordinary shares is a “penny stock” which will require brokers trading in our ordinary shares to adhere to more stringent

rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news

and analyst coverage;

a decreased ability to

issue additional securities or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the

sale of certain securities, which are referred to as “covered securities.” Because our units and eventually our common stock and rights are listed on NASDAQ, our units, common stock and rights will be covered securities.

sale of certain securities, which are referred to as “covered securities.” Because our units and eventually our ordinary

shares and rights are listed on NASDAQ, our units, ordinary shares and rights will be covered securities.

Although the states are pre-empted

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our securities.

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

March 11, 2024, the Company was contacted by the staff (the “Staff”) of NASDAQ.

The Staff notified the Company that it was

not in compliance with the Nasdaq continuing listing standard following the termination of the phase-in period provided under Nasdaq

Listing Rule 5615(b)(1) and 5605(c)(2)(A) regarding the composition of the Board and the Audit Committee, respectively, because a majority

of the Board was not comprised of independent directors and the Audit Committee was not comprised of at least three independent directors.

The Company subsequently appointed Brian Hartzband as an independent director and member of the Audit Committee, thus the Company is

now compliant with Nasdaq Listing Rule 5615(b)(1) and 5605(c)(2)(A), respectively.

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.

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present other risks.

amended and restated memorandum and articles of association authorizes the issuance of up to 200,000,000 shares of common stock, par

Second Amended and Restated Memorandum and Articles of Association authorizes the issuance of up to 200,000,000 ordinary shares, par

value $0.0001 per share and 2,000,000 preference shares, par value $0.0001 per share.

There are currently 9,180,500 shares of common

stock issued and outstanding.

As a result, there will be 190,819,500 unissued common stock available for issuance, which amount does

not take into account the common stock reserved for issuance upon exercise of any outstanding rights.

There are no preference shares

issued and outstanding.

may issue a substantial number of 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 (although our amended and restated memorandum

and articles of association provides that we may not issue securities that can vote with common stockholders on matters related to

As of date of this Form 10-K, there are 7,006,329

ordinary shares issued and outstanding.

As a result, there will be 192,993,671 unissued ordinary shares available for issuance, which

amount does not take into account the ordinary shares reserved for issuance upon exercise of any outstanding rights.

There are no preference

shares issued and outstanding.

may issue a substantial number of 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 (although our Second Amended and Restated Memorandum

and Articles of Association provides that we may not issue securities that can vote with ordinary shareholders on matters related to

our pre-initial business combination activity).

However, our amended and restated memorandum and articles of association provides,

among other things, that prior to our initial business combination, we may not issue additional shares of capital share that would

entitle the holders thereof to:

However, our Second Amended and Restated Memorandum and Articles of Association provides,

among other things, that prior to our initial business combination, we may not issue additional shares of capital share that would entitle

the holders thereof to:

(i) receive funds from the trust account;

or (ii) vote as a class with our public shares (a) on any

initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to

(x) extend the time we have to consummate a business combination beyond 12 months from the closing of our Initial Public Offering,

or if we decide to extend the period of time to consummate our business combination, beyond 18 months from the closing of our

Initial Public Offering (as further described in this Form 10-K or (y) amend the foregoing provisions, unless (in connection with

any such amendment to our amended and restated memorandum and articles of association) we offer our public shareholders the

opportunity to redeem their public shares.

These provisions of our amended and restated memorandum and articles of association, like

all provisions of our amended and restated memorandum and articles of association, may be amended with the approval of our

shareholders.

However, our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not

propose any amendment to our amended and restated memorandum and articles of association to (A) modify the substance or timing of

our obligation to provide for the redemption of our public shares in connection with an 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 if we decide to extend the period of time to consummate our business combination, within 18 months from the

closing of our Initial Public Offering (as further described in this Form 10-K) or (B) with respect to any other

material provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public

shareholders with the opportunity to redeem their common stock upon approval of any such amendment at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of

taxes payable), divided by the number of then outstanding public shares.

issuance of additional common stock or preference shares:

significantly dilute the equity interest of investors in our Initial Public Offering;

subordinate the rights of holders of common stock if preference shares are issued with rights senior to those afforded our common stock;

cause a change of control if a substantial number of our common stock are issued, which may affect, among other things, our ability

to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and

adversely affect prevailing market prices for our units, common stock and/or rights.

or (ii) vote as a class with our public shares (a) on any initial business

combination or (b) to approve an amendment to our Second Amended and Restated Memorandum and Articles of Association to (x) extend the

time we have to consummate a business combination beyond 15 months from the closing of our Initial Public Offering, or if we decide to

extend the period of time to consummate our business combination, beyond 24 months from the closing of our Initial Public Offering (as

further described in our Registration Statement or (y) amend the foregoing provisions, unless (in connection with any such amendment

to our Second Amended and Restated Memorandum and Articles of Association) we offer our public shareholders the opportunity to redeem

their public shares.

These provisions of our Second Amended and Restated Memorandum and Articles of Association, like all provisions

of our Second Amended and Restated Memorandum and Articles of Association, may be amended with the approval of our shareholders.

our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to

our Second Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of our obligation to provide

for the redemption of our public shares in connection with an 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 if we decide

to extend the period of time to consummate our business combination, within 24 months from the closing of our Initial Public Offering

(as further described in our Registration Statement) or (B) with respect to any other material provision relating to shareholders’

rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary

shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

issuance of additional ordinary shares or preference shares:

may significantly dilute

the equity interest of investors in our Initial Public Offering;

may subordinate the rights

of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;

could cause a change of

control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net

operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may adversely affect prevailing

market prices for our units, ordinary shares and/or rights.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely

affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

we have no commitments as of the date of this Form 10-K to issue any notes or other debt securities, or to otherwise incur

outstanding debt following our Initial Public Offering, we may choose to incur substantial debt to complete our business

We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right,

title, interest or claim of any kind in or to the monies held in the trust account.

As such, no issuance of debt will affect the

per-share amount available for redemption from the trust account.

Nevertheless, the incurrence of debt could have a variety of

negative effects, including:

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such

financing while the debt security is outstanding;

inability to pay dividends on our common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general

corporate purposes;

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution

of our strategy;

disadvantages compared to our competitors who have less debt.

we have no commitments as of the date of our Registration Statement issue any notes or other debt securities, or to otherwise incur outstanding

debt following our Initial Public Offering, we may choose to incur substantial debt to complete our business combination.

We have agreed

that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any

kind in or to the monies held in the trust account.

As such, no issuance of debt will affect the per-share amount available for redemption

from the trust account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

default and foreclosure

on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations

to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require

the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of

all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain

necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the

debt security is outstanding;

our inability to pay dividends

on our ordinary shares;

using a substantial portion

of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares

if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

limitations on our flexibility

in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability

to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability

to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;

other disadvantages compared

to our competitors who have less debt.

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.

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

to an agreement to be entered into concurrently with the issuance and sale of the securities in our Initial Public Offering, our initial

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The registration and availability

of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our common stock.

of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our ordinary

In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude.

This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more

cash consideration to offset the negative impact on the market price of our common stock that is expected when the common stock

cash consideration to offset the negative impact on the market price of our ordinary shares that is expected when the ordinary shares

and private units owned by our initial shareholders or holders of our working capital units or their respective permitted transferees

are registered.

order to complete our initial business combination, we may seek to amend our amended and restated memorandum and articles of association

order to complete our initial business combination, we may seek to amend our Second Amended and Restated Memorandum and Articles of Association

or other governing instruments, including our rights agreement, in a manner that will make it easier for us to complete our initial business

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rights in order to make any change that adversely affects the interests of the holders of the rights.

private units, founder shares and EBC founder shares may have an adverse effect on the market price of our common stock and make it

private units, founder shares and EBC founder shares may have an adverse effect on the market price of our ordinary shares and make it

more difficult to complete our business combination.

Simultaneously

with the closing of our Initial Public Offering, we issued 430,500 private units to our sponsor and EBC.

with the closing of our Initial Public Offering, we issued to 430,500 private units to our sponsor and EBC.

Our initial shareholders

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private placement.

the extent we issue common stock to complete a business combination, the potential for the issuance of a substantial number of additional

common stock upon conversion rights of up to $150,000 working capital loans could make us a less attractive acquisition vehicle to

the extent we issue ordinary shares to complete a business combination, the potential for the issuance of a substantial number of additional

ordinary shares upon conversion rights of up to $150,000 working capital loans could make us a less attractive acquisition vehicle to

a target business.

Any such issuance will increase the number of issued and outstanding common stock and reduce the value of the common stock issued to complete the business combination.

Any such issuance will increase the number of issued and outstanding ordinary shares and reduce the value of the ordinary

shares issued to complete the business combination.

Therefore, our private units and founder shares may make it more difficult to complete

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private rights included in the private units are identical to the public rights sold as part of the units in our Initial Public Offering

except that the private rights (including the common stock issuable upon exercise of the private rights) will not be transferable,

except that the private rights (including the ordinary shares issuable upon exercise of the private rights) will not be transferable,

assignable or saleable until the completion of our initial business combination (except as described herein).

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Factors considered in determining the size of our Initial Public

Offering, prices and terms of the units, including the common stock, the rights underlying the units, include:

history and prospects of companies whose principal business is the acquisition of other companies;

offerings of those companies;

prospects for acquiring an operating business;

review of debt to equity ratios in leveraged transactions;

capital structure;

assessment of our management and their experience in identifying operating companies;

conditions of the securities markets at the time of our Initial Public Offering;

factors as were deemed relevant.

Offering, prices and terms of the units, including the ordinary shares, the rights underlying the units, include:

the history and prospects

of companies whose principal business is the acquisition of other companies;

prior offerings of those

our prospects for acquiring

an operating business;

a review of debt to equity

ratios in leveraged transactions;

our capital structure;

an assessment of our management

and their experience in identifying operating companies;

general conditions of the

securities markets at the time of our Initial Public Offering;

other factors as were deemed

these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating

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These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation

Our 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 we are legally and contractually permitted to undertake and would otherwise be

reasonable for us to pursue.

Our 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 we are legally and contractually permitted to undertake and would

otherwise be reasonable for us to pursue.

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

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specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined

that such affiliated entity met our criteria for a business combination as set forth in the section of this Form 10-K entitled

that such affiliated entity met our criteria for a business combination as set forth in the section of our Registration Statement entitled

“Proposed Business — Sources of Target Businesses” and such transaction was approved by a majority of our independent

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February 7, 2022, our sponsor acquired 1,725,000 founder shares for an aggregate purchase price of $25,000.

On July 11, 2022, EBC

acquired 125,000 EBC founder shares for an aggregate purchase price of $1,750.

Prior to the initial investment in the Company of

$25,000 by our sponsor, the Company had no assets, tangible, or intangible.

The number of founder shares issued was determined based

on the expectation that such founder shares would represent approximately 20% of the outstanding shares after our Initial Public

Offering (excluding the private shares and the EBC founder shares).

The founder shares will be worthless if we do not complete an

initial business combination.

In addition, our sponsor purchased an aggregate of 402,904 private units at a price of

$10.00 per unit (approximately $4,029,040 in the aggregate in a private placement that closed simultaneously with the closing of our

Initial Public Offering.

EBC purchased an aggregate of 27,596 private units at a price of $10.00 per unit (approximately $275,960 in

On July 11, 2022, EBC acquired

125,000 EBC founder shares for an aggregate purchase price of $1,750.

Prior to the initial investment in the Company of $25,000 by our

sponsor, the Company had no assets, tangible, or intangible.

The number of founder shares issued was determined based on the expectation

that such founder shares would represent 20% of the outstanding shares after our Initial Public Offering (excluding the private shares

and the EBC founder shares).

The founder shares will be worthless if we do not complete an initial business combination.

our sponsor has committed to purchase an aggregate of 402,904 private units at a price of $10.00 per unit (approximately $4,029,040 in

the aggregate in a private placement that closed simultaneously with the closing of our Initial Public Offering.

The founder shares

and private units will be worthless if we do not complete an initial business combination.

Our initial shareholders have agreed (A)

to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares or private

shares in connection with a shareholder vote to approve a proposed initial business combination.

In addition, we may obtain loans

from our initial shareholders.

The personal and financial interests of our initial shareholders may influence their motivation in

identifying and selecting a target business combination, completing an initial business combination, and influencing the operation

of the business following the initial business combination.

order to complete our initial business combination, we may seek to amend our amended and restated memorandum and articles of association

EBC purchased an aggregate

of 27,596 private units at a price of $10.00 per unit (approximately $275,960 in the aggregate in a private placement that closed simultaneously

with the closing of our Initial Public Offering.

The founder shares and private units will be worthless if we do not complete an initial

business combination.

Our initial shareholders have agreed (A) to vote any shares owned by them in favor of any proposed business combination

and (B) not to redeem any founder shares or private shares in connection with a shareholder vote to approve a proposed initial business

In addition, we may obtain loans from our initial shareholders.

The personal and financial interests of our initial shareholders

may influence their motivation in identifying and selecting a target business combination, completing an initial business combination,

and influencing the operation of the business following the initial business combination.

order to complete our initial business combination, we may seek to amend our Second Amended and Restated Memorandum and Articles of Association

or other governing instruments, including our rights agreement, in a manner that will make it easier for us to complete our initial business

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or other governing instruments or change our industry focus in order to complete our initial business combination.

provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and

corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of

holders of two-thirds of our common stock, which is a lower amendment threshold than that of some other blank check companies.

may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to

facilitate the completion of an initial business combination that some of our shareholders may not support.

provisions of our Second Amended and Restated Memorandum and Articles of Association that relate to our pre-business combination activity

(and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval

of holders of two-thirds of our ordinary shares, which is a lower amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend our Second Amended and Restated Memorandum and Articles of Association and the Trust Agreement

to facilitate the completion of an initial business combination that some of our shareholders may not support.

other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those

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shareholders.

Our amended and restated memorandum and articles of association provides that any of its provisions (including, without

limitation, the provisions related to pre-business combination activity (including the requirement to deposit proceeds of our Initial

Public Offering and the private placement of units into the trust account and not release such amounts except in specified circumstances,

Our Second Amended and Restated Memorandum and Articles of Association provides that any of its provisions (including,

without limitation, the provisions related to pre-business combination activity (including the requirement to deposit proceeds of our

Initial Public Offering and the private placement of units into the trust account and not release such amounts except in specified circumstances,

and to provide redemption rights to public shareholders as described herein)) may be amended if approved by holders of two-thirds of

our common stock entitled to vote thereon, subject to applicable provisions of the Cayman Islands law, or the Companies Act, or applicable

our ordinary shares entitled to vote thereon, subject to applicable provisions of the Cayman Islands law, or the Companies Act, or applicable

stock exchange rules, and corresponding provisions of the Trust Agreement governing the release of funds from our trust account may be

amended if approved by holders of two-thirds of our common stock entitled to vote thereon.

amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon.

We may not issue additional securities

that can vote on amendments to our amended and restated memorandum and articles of association or in our initial business combination.

Our initial shareholders, who will collectively beneficially own 20% of our common stock upon the closing of our Initial Public Offering

that can vote on amendments to our Second Amended and Restated Memorandum and Articles of Association or in our initial business combination.

Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of our Initial Public Offering

(excluding the private shares and the EBC founder shares and assuming our initial shareholders do not purchase public units in our Initial

Public Offering), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust

agreement and will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of our

amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some

other blank check companies, and this may increase our ability to complete a business combination with which you do not agree.

Our shareholders

may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

initial shareholders have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and

restated memorandum and articles of association (i) that would 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 if we decide to extend the period of time to consummate our business

combination, within 18 months from the closing of our Initial Public Offering (as further described in this Form 10-K), or

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

unless we provide our public shareholders with the opportunity to redeem their common stock upon approval of any such amendment at

a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest

shall be net of taxes payable), divided by the number of then outstanding public shares.

These agreements are contained in a letter agreement

that we have entered into with our initial shareholders.

Our shareholders are not parties to, or third-party beneficiaries of, these

agreements and, as a result, will not have the ability to pursue remedies against our initial shareholders for any breach of these agreements.

As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

Public Offering), will participate in any vote to amend our Second Amended and Restated Memorandum and Articles of Association and/or

Trust Agreement and will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of

our Second Amended and Restated Memorandum and Articles of Association which govern our pre-business combination behavior more easily

than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree.

Our shareholders may pursue remedies against us for any breach of our Second Amended and Restated Memorandum and Articles of Association.

initial shareholders have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our Second Amended

and Restated Memorandum and Articles of Association (i) that would 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 if we decide to extend the period of time to consummate

our business combination, within 24 months from the closing of our Initial Public Offering (as further described in our Registration

Statement), or (ii) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination

activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which

interest shall be net of taxes payable), divided by the number of then outstanding public shares.

These agreements are contained in a

letter agreement that we have entered into with our initial shareholders.

Our shareholders are not parties to, or third-party beneficiaries

of, these agreements and, as a result, will not have the ability to pursue remedies against our initial shareholders for any breach of

these agreements.

As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject

to applicable law.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target

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or growth of the target business.

None of our officers, directors, or shareholders are required to provide any financing to us in connection

None of our officers, directors, or shareholders is required to provide any financing to us in connection

with or after our initial business combination.

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the closing of our Initial Public Offering, our initial shareholders will own founder shares representing 20% of our issued and outstanding

common stock (excluding the private shares and the EBC founder shares).

ordinary shares (excluding the private shares and the EBC founder shares).

Simultaneously with the closing of our Initial Public Offering,

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our initial shareholders along with any designated parties may exert a substantial influence on actions requiring a shareholder vote,

potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association

potentially in a manner that you do not support, including amendments to our Second Amended and Restated Memorandum and Articles of Association

and approval of major corporate transactions.

If our initial shareholders purchase any units in our Initial Public Offering or if they

purchase any additional common stock in the aftermarket or in privately negotiated transactions, this would increase their control.

purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control.

Factors that would be considered in making such additional purchases would include consideration of the current trading price of our

common stock.

ordinary shares.

In addition, our board of directors, whose members were elected by certain of our initial shareholders, is and will

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For example, we could

pursue a transaction in which we issue a substantial number of new common stock in exchange for all of the outstanding capital share

pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the outstanding capital share

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

However, as a result of the issuance of a substantial number

of new common stock, our shareholders immediately prior to such transaction could own less than a majority of our outstanding common stock subsequent to such transaction.

of new ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding ordinary

shares subsequent to such transaction.

In addition, other minority shareholders may subsequently combine their holdings resulting in

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with a target business, we may be subject to, and possibly adversely affected by, the following risks:

inability to compete effectively in a highly competitive environment with many incumbents having substantially greater resources;

inability to manage rapid change, increasing consumer expectations and growth;

inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty;

reliance on proprietary technology to provide services and to manage our operations, and the failure of this technology to operate

effectively, or our failure to use such technology effectively;

inability to deal with our subscribers’ or customers’ privacy concerns;

inability to attract and retain subscribers or customers;

inability to license or enforce intellectual property rights on which our business may depend;

significant disruption in our computer systems or those of third parties that we would utilize in our operations;

inability by us, or a refusal by third parties, to license content to us upon acceptable terms;

liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that

we may distribute;

for advertising revenue;

for the leisure and entertainment time and discretionary spending of subscribers or customers, which may intensify in part due to

advances in technology and changes in consumer expectations and behavior;

or failure of our networks, systems, or technology as a result of computer viruses, “cyber-attacks,” misappropriation

of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar

inability to obtain necessary hardware, software, and operational support;

on third-party vendors or service providers.

an inability to compete

effectively in a highly competitive environment with many incumbents having substantially greater resources;

an inability to manage

rapid change, increasing consumer expectations and growth;

an inability to build strong

brand identity and improve subscriber or customer satisfaction and loyalty;

a reliance on proprietary

technology to provide services and to manage our operations, and the failure of this technology to operate effectively, or our failure

to use such technology effectively;

an inability to deal with

our subscribers’ or customers’ privacy concerns;

an inability to attract

and retain subscribers or customers;

an inability to license

or enforce intellectual property rights on which our business may depend;

any significant disruption

in our computer systems or those of third parties that we would utilize in our operations;

an inability by us, or

a refusal by third parties, to license content to us upon acceptable terms;

potential liability for

negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may distribute;

competition for advertising

competition for the leisure

and entertainment time and discretionary spending of subscribers or customers, which may intensify in part due to advances in technology

and changes in consumer expectations and behavior;

disruption or failure of

our networks, systems, or technology as a result of computer viruses, “cyber-attacks,” misappropriation of data or other

malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events;

an inability to obtain

necessary hardware, software, and operational support;

reliance on third-party

vendors or service providers.

of the foregoing could have an adverse impact on our operations following a business combination.

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considerations or risks associated with companies operating in the target business’ governing jurisdiction, including any of the

and regulations or currency redemption or corporate withholding taxes on individuals;

and trade barriers;

related to customs and import/export matters;

payment cycles than in the United States;

policies and market conditions;

changes in regulatory requirements;

in managing and staffing international operations;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations;

in collecting accounts receivable;

and language differences;

of intellectual property;

rules and regulations or

currency redemption or corporate withholding taxes on individuals;

tariffs and trade barriers;

regulations related to

customs and import/export matters;

longer payment cycles than

in the United States;

economic policies and market

unexpected changes in regulatory

requirements;

challenges in managing

and staffing international operations;

tax issues, such as tax

law changes and variations in tax laws as compared to the United States;

currency fluctuations;

challenges in collecting

accounts receivable;

cultural and language differences;

protection of intellectual

employment regulations.

cannot assure you that we would be able to adequately address these additional risks.

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relationship between the United States and foreign governments could be subject to sudden fluctuation and periodic tension.

instance, the United States may announce its intention to impose quotas on certain imports.

Such import quotas may adversely affect

political relations between the two countries and result in retaliatory countermeasures by the foreign government in industries that

may affect our ultimate target business.

For instance,

the United States may announce its intention to impose quotas on certain imports.

Such import quotas may adversely affect political relations

between the two countries and result in retaliatory countermeasures by the foreign government in industries that may affect our ultimate

target business.

Changes in political conditions in foreign countries and changes in the state of U.S.

relations with such countries are difficult to predict and could adversely affect our operations or cause potential target

businesses or their goods and services to become less attractive.

Because we are not limited to any specific industry, there is no

basis for our investors to evaluate the possible extent of any impact on our ultimate operations if

relations are strained between the United States and a foreign country in which we acquire a target business or move our principal

manufacturing or service operations.

relations with such countries

are difficult to predict and could adversely affect our operations or cause potential target businesses or their goods and services to

become less attractive.

Because we are not limited to any specific industry, there is no basis for investors in our Initial Public Offering

to evaluate the possible extent of any impact on our ultimate operations if relations are strained between the United States and a foreign

country in which we acquire a target business or move our principal manufacturing or service operations.

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

you are a U.S.

holder of our common stock, you will be taxed on the U.S.

holder of our ordinary shares, you will be taxed on the U.S.

dollar value of your dividends, if any, at the time you receive

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they would have broad discretion in dealing with such a violation, including, without limitation:

our business and other licenses;

that we restructure our ownership or operations;

that we discontinue any portion or all of our business.

levying fines;

revoking our business and

other licenses;

requiring that we restructure

our ownership or operations;

requiring that we discontinue

any portion or all of our business.

of the above could have an adverse effect on our company post-business combination and could materially reduce the value of your investment.

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the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, within

18 months from the closing of our Initial Public Offering (as further described in this Form 10-K), and the approval process

24 months from the closing of our Initial Public Offering (as further described in our Registration Statement), and the approval process

may take a period longer than we expect before we enter into a definitive agreement with a target company, we may be unable to complete

a business combination within 15 months from the closing of our Initial Public Offering, or if we decide to extend the period of time

to consummate our business combination, within 18 months from the closing of our Initial Public Offering (as further described in this Form 10-K).

to consummate our business combination, within 24 months from the closing of our Initial Public Offering (as further described in our

Registration Statement).

controls that exist in the PRC may restrict or prevent us from using the proceeds of our Initial Public Offering to acquire a target

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combination period is 15 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate

our business combination, 18 months from the closing of our Initial Public Offering (as further described in this Form 10-K),

our business combination, 24 months from the closing of our Initial Public Offering (as further described in our Registration Statement),

and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target company, we

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extend the period of time to consummate our business combination, within 24 months from the closing of our Initial Public Offering (as

further described in this Form 10-K).

further described in our Registration Statement).

initial business combination may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection,

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Public Offering, or if we decide to extend the period of time to consummate our business combination, 24 months from the closing of our

Initial Public Offering (as further described in this Form 10-K), and the approval process may take a period longer than

Initial Public Offering (as further described in our Registration Statement), and the approval process may take a period longer than

we expect before we enter into a definitive agreement with a target company, we may be unable to complete a business combination within

15 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination,

within 18 months from the closing of our Initial Public Offering (as further described in this Form 10-K).

within 24 months from the closing of our Initial Public Offering (as further described in our Registration Statement).

light of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign

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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.

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

Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through

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our directors or officers.

corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same

may be supplemented or amended from time to time) and the common law of the Cayman Islands.

We will also be subject to the federal securities

laws of the United States.

The rights of shareholders to take action against the directors, actions by minority shareholders and the

fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman

The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands

as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the

Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different

from what they would be under statutes or judicial precedent in some jurisdictions in the United States.

In particular, the Cayman Islands

has a different body of securities laws as compared to the United States, and certain states, may have more fully developed and judicially

interpreted bodies of corporate law.

In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative

action in a federal court of the United States.

corporate affairs will be governed by our Second Amended and Restated Memorandum and Articles of Association, the Companies Act (as the

same may be supplemented or amended from time to time) and the common law of the Cayman Islands.

We will also be subject to the federal

securities laws of the United States.

The rights of shareholders to take action against the directors, actions by minority shareholders

and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of

the Cayman Islands.

The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman

Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court

in the Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are

different from what they would be under statutes or judicial precedent in some jurisdictions in the United States.

In particular, the

Cayman Islands has a different body of securities laws as compared to the United States, and certain states, may have more fully developed

and judicially interpreted bodies of corporate law.

In addition, Cayman Islands companies may not have standing to initiate a shareholders

derivative action in a federal court of the United States.

our Chairman of the Board and two of our directors are residents of China, you may face difficulties in protecting your interests, and

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We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including

if the market value of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case

if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case

we would no longer be an emerging growth company as of the following December 31.

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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 exceeds $250 million as of the end of the prior June 30 th , or (2) our annual revenues exceeded $100

million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as

million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as

of the prior June 30 th .

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we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

restrictions on the nature

of our investments;

on the nature of our investments;

on the issuance of securities, each of which may make it difficult for us to complete our business combination.

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(ii) the redemption of any

public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association

to modify (A) 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 if we decide to extend the period of time to consummate our business combination, within 18 months from the closing

of our Initial Public Offering (as further described in this Form 10-K) or (B) with respect to any other provision relating

to shareholders’ rights or pre-initial business combination activity;

or (iii) absent a business combination, our return of the

funds held in the trust account to our public shareholders as part of our redemption of the public shares.

If we do not invest the proceeds

as discussed above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company

Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may

hinder our ability to complete a business combination.

If we are unable to complete our initial business combination, our public shareholders

may receive only approximately $10.20 per share on the liquidation of our trust account and our rights will expire worthless.

circumstances, our public shareholders may receive less than $10.20 per share on the redemption of their shares.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount

received by shareholders may be less than $10.20 per share ” and other risk factors in this section.

public shares properly submitted in connection with a shareholder vote to amend our Second Amended and Restated Memorandum and Articles

of Association to modify (A) 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 if we decide to extend the period of time to consummate our business combination, within 24 months from the

closing of our Initial Public Offering (as further described in our Registration Statement)or (B) with respect to any other provision

relating to shareholders’ rights or pre-initial business combination activity;

or (iii) absent a business combination, our return

of the funds held in the trust account to our public shareholders as part of our redemption of the public shares.

If we do not invest

the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the

Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted

funds and may hinder our ability to complete a business combination.

If we are unable to complete our initial business combination, our

public shareholders may receive only approximately $10.20 per share on the liquidation of our trust account and our rights will expire

In certain circumstances, our public shareholders may receive less than $10.20 per share on the redemption of their shares.

See “ — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share

redemption amount received by shareholders may be less than $10.20 per share ” and other risk factors in this section.

Notwithstanding

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achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors

might be willing to pay in the future for our common stock and could entrench management.

amended and restated memorandum and articles of association contains provisions that may discourage unsolicited takeover proposals that

shareholders may consider to be in their best interests.

These provisions include a staggered board of directors and the ability of the

board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management more

difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

in our Second Amended and Restated Memorandum and Articles of Association may inhibit a takeover of us, which could limit the price investors

might be willing to pay in the future for our ordinary shares and could entrench management.

Second Amended and Restated Memorandum and Articles of Association contains provisions that may discourage unsolicited takeover proposals

that shareholders may consider to be in their best interests.

These provisions include a staggered board of directors and the ability

of the board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management

more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our

may not hold an annual meeting of shareholders until after the consummation of our initial business combination, which could delay the

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appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year

In addition, as holders of our common stock, our public shareholders will not have the right to vote on the appointment of directors

In addition, as holders of our ordinary shares, our public shareholders will not have the right to vote on the appointment of directors

until after the consummation of our initial business combination.

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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