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Item 1A. Risk Factors

2026-04-20 compared with 2025-04-14 · 943 added, 2774 removed, 4 unchanged (100% of the section changed)

should carefully consider the following risks and other information in this Form 10-K in evaluating us and our capital stock.

the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could

materially and adversely affect our business, financial condition or results of operations, and could, in turn, impact the trading price

of our capital stock.

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

are a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability

to achieve our business objective.

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

business objective of completing our initial business combination with one or more target businesses.

We have no plans, arrangements

or understandings with any prospective target business concerning a business combination and may be unable to complete our business combination.

If we fail to complete our business combination, we will never generate any operating revenues.

independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about

our ability to continue as a “going concern.”

of December 31, 2024, we had a working capital deficiency of $1,745,636.

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

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

may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder

approval under applicable law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other

legal reasons.

Except as required by law, the decision as to whether we will seek shareholder approval of a proposed business combination

or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based

on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to

seek shareholder approval.

Accordingly, we may complete our initial business combination even if holders of a majority of our public

shares do not approve of the business combination we complete.

we seek shareholder approval of our initial business combination, our Initial Shareholders have agreed to vote in favor of such initial

business combination, regardless of how our public shareholders vote.

many other blank check companies in which the Initial Shareholders agree to vote their Founder Shares in accordance with the majority

of the votes cast by the public shareholders in connection with an initial business combination, our Initial Shareholders have agreed

to vote their Founder Shares and private shares, as well as any public shares purchased during or after our Initial Public Offering,

in favor of our initial business combination.

a result, in addition to our Initial Shareholders’ Founder Shares, we would do not need any of the 3,854,856 public shares 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 55.2% 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

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

the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more

target businesses.

Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders

may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote.

Accordingly, if we do

not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination may

be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our

tender offer documents mailed to our public shareholders in which we describe our initial business combination.

ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business

combination targets, which may make it difficult for us to enter into a business combination with a target.

may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that

we have a minimum net worth or a certain amount of cash.

If too many public shareholders exercise their redemption rights, we would not

be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.

Prospective targets

will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

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

the most desirable business combination or optimize our capital structure.

the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption

rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted

for redemption.

If our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase

price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account

to meet such requirements, or arrange for third-party financing.

In addition, if a larger number of shares are submitted for redemption

than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account

or arrange for third-party financing.

Raising additional third-party financing may involve dilutive equity issuances or the incurrence

of indebtedness at higher than desirable levels.

The above considerations may limit our ability to complete the most desirable business

combination available to us or optimize our capital structure.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability

that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires

us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased.

If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate

the trust account.

If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;

however, at such

time our shares may trade at a discount to the pro rata amount per share in the trust account.

In either situation, you may suffer a

material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are

able to sell your shares in the open market.

the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may

be more competition for attractive targets.

This could increase the cost of our initial business combination and could even result in

our inability to find a target or to consummate an initial business combination.

recent years and especially since the fourth quarter of 2020, the number of special purpose acquisition companies that have been formed

has increased substantially.

Many potential targets for special purpose acquisition companies have already entered into an initial business

combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as

well as many such companies currently in registration.

As a result, at times, fewer attractive targets may be available, and it may require

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

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

companies to demand improved financial terms.

Attractive deals could also become scarcer for other reasons, such as economic or industry

sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate

targets post-business combination.

This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and

consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable

to our investors altogether.

in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and

complete an initial business combination.

recent years, the market for directors and officers liability insurance for special purpose acquisition companies has changed.

charged for such policies have generally increased and the terms of such policies have generally become less favorable.

no assurance that these trends will not continue.

increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive

for us to negotiate an initial business combination.

In order to obtain directors and officers liability insurance or modify its coverage

as a result of becoming a public company, the post-business combination entity will likely need to incur greater expense, accept less

favorable terms or both.

However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact

on the post-business combination’s ability to attract and retain qualified officers and directors.

addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential

liability from claims arising from conduct alleged to have occurred prior to the initial business combination.

As a result, in order

to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to

any such claims (“run-off insurance”).

The need for run-off insurance would be an added expense for the post-business combination

entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

Sponsor has the right to extend the term we have to consummate our initial business combination up to 33 months from the closing of our

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

will have up to 24 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 33 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 33 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, as amended, and the Trust Agreement

to be entered into between us and Continental Stock Transfer & Trust Company on December 22, 2022, as amended on December 18, 2024,

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.

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,

and deposit the applicable amount of money into trust, our Sponsor will receive a non-interest bearing, unsecured promissory note equal

to the amount of any such deposit and payment that will not be repaid in the event that we are unable to close a business combination

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

In the event that we receive notice from our Sponsor five days prior

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

three days prior to the applicable deadline.

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

whether or not the funds had been timely deposited.

Our Sponsor and its affiliates or designees are not obligated to fund the trust account

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

If we are unable to consummate our initial business combination

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

public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the

funds held in the trust account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate.

we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public

shareholders.

In the event of our dissolution and liquidation, the Rights and Private Placement Units will expire and be worthless.

requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage

over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination

targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that

would produce value for our shareholders.

potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete

our initial business combination within 24 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 33 months from the closing of our Initial Public Offering (as further described

in our Registration Statement).

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

knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete

our initial business combination with any target business.

This risk will increase as we get closer to the timeframe described above.

In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would

have rejected upon a more comprehensive investigation.

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

except for the purpose of winding up and we would redeem our public shares and liquidate, 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.

Second Amended and Restated Memorandum and Articles of Association, as amended, provides that we must complete our initial business combination

within 24 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 nine times by an additional one month each time, for a total of up to 33 months (as further described

in our Registration Statement).

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

such time period.

Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility

in the capital and debt markets and the other risks described herein.

If we have not completed our initial business combination within

such time period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but

not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount

then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to

us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,

which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further

liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our

obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such case, our

public shareholders may only receive $10.20 per share or less in certain circumstances, 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.

we seek shareholder approval of our initial business combination, our Initial Shareholders and their affiliates may elect to purchase

Ordinary Shares or Rights from public shareholders, which may influence a vote on a proposed business combination and reduce the public

“float” 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

combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or any of their affiliates may purchase

public shares or Rights in privately negotiated transactions or in the open market either prior to or following the completion of our

initial business combination, although they are under no obligation or duty to do so.

Any price paid for such securities may be less

than the amount a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination.

Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no

longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our Sponsor, directors,

executive officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from public shareholders

who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections

to redeem their shares.

It is intended that, if Rule 10b-18 would apply to purchases by our Sponsor, directors, executive officers, advisors

or any of their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which

provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally,

at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material

nonpublic information), our Sponsor, directors, executive officers, advisors or any of their affiliates may enter into transactions with

investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business

combination or not redeem their public shares.

However, they have no current commitments, plans or intentions to engage in such transactions

and have not formulated any terms or conditions for any such transactions.

None of the funds in the trust account will be used to purchase

public shares or Rights in such transactions.

purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the business combination

by purchasing shares from holders that would have voted against a proposed transaction (as those shares would no longer be voted on the

proposed transaction), (2) reduce the number of Rights outstanding and/or increase the likelihood of approval on any matters submitted

to the Rights holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement

with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,

where it appears that such requirement would otherwise not be met.

Any such purchases of our securities may result in the completion

of our initial business combination that may not otherwise have been possible.

addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders

of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities

on a national securities exchange.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the

extent such purchasers are subject to such reporting requirements.

Additionally, in the event our Sponsor, directors, executive officers,

advisors or their affiliates were to purchase shares or Rights from public shareholders, such purchases would be structured in compliance

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 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

to comply with the procedures for tendering its shares, such shares may not be redeemed.

will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business combination.

Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder

may not become aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials, as applicable,

that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures

that must be complied with in order to validly tender or redeem public shares.

For example, we may require our public shareholders seeking

to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender

their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two

business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to

deliver their shares to the transfer agent electronically.

In the event that a shareholder fails to comply with these or any other procedures,

its shares may not be redeemed.

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

To liquidate your

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

public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of:

(i) our completion of

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 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, as amended, (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 24 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 33 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 24 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 33 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 24 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 33 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.

In that case, public shareholders may be forced to

wait beyond the 24 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 33 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

of any kind in the trust account.

Accordingly, to liquidate your investment, you may be forced to sell your public shares or Rights,

potentially at a loss.

will not be entitled to protections normally afforded to investors of many other blank check companies.

the net proceeds of our Initial Public Offering and the sale of the Private Placement Units are intended to be used to complete an initial

business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under

the United States securities laws.

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 Placement 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 419.

Accordingly, investors will not be afforded the benefits or protections of those rules.

Among other things, this means

our units will be immediately tradable as opposed to companies subject to Rule 419.

Moreover, if our Initial Public Offering were subject

to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the

funds in the trust account were released to us in connection with our completion of an initial business combination.

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

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

to redeem all such shares in excess of 15% of our Ordinary Shares.

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 Second Amended and Restated Memorandum and Articles of Association, as amended, 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, as amended, 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

our initial business combination.

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

only approximately $10.20 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our

Rights will expire worthless.

expect to encounter intense competition from other entities having a business objective similar to ours, including private investors

(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing

for the types of businesses we intend to acquire.

Many of these entities are well-established and have extensive experience in identifying

and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Many of these

competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources

will be relatively limited when contrasted with those of many of these competitors.

As a result, our ability to compete with respect

to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.

This inherent

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

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.

This may place us at a competitive disadvantage in successfully negotiating a business combination.

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 Placement Units not being held in the trust account are insufficient

to allow us to operate for at least the next 24 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 33 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.

funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 24 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 33 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 24 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

33 months from the closing of our Initial Public Offering (as further described in our Registration Statement);

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 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.

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 Placement 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

and we will depend on loans from our Initial Shareholders or management team to fund our search for a business combination, to pay our

taxes and to complete our initial business combination.

If we are unable to obtain these loans, we may be unable to complete our initial

business combination.

the net proceeds of our Initial Public Offering and the sale of the Private Placement 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 of $550,000 (excluding underwriting discount), we may fund such excess with funds not to be held in the trust account.

case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount.

Conversely, in the

event that the offering expenses are less than our estimate of $550,000 (excluding underwriting discount), the amount of funds we intend

to be held outside the trust account would increase by a corresponding amount.

If we are required to seek additional capital, we would

need to borrow funds from our Initial Shareholders or their affiliates to operate, or we may be forced to liquidate.

None of our Initial

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

Any such advances would

be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination.

We do not expect to seek loans from parties other than our Initial Shareholders or an affiliate of our Initial Shareholders as we do

not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds

in our trust account but in the event that we seek loans from any third parties, we will obtain a waiver against any and all rights to

seek access to funds in our trust account.

If we are unable to obtain these loans, we may be unable to complete our initial business

If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we

will be forced to cease operations and liquidate the trust account.

Consequently, our public shareholders may only receive approximately

$10.20 per share on our redemption of our public shares, and our Rights will expire worthless.

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.

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete

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

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

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

by shareholders may be less than $10.20 per share.

placing of funds in the trust account may not protect those funds from third-party claims against us.

Although we will seek to have all

vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving

any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders,

such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims

against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar

claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim

against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement waiving such claims

to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter

into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would

be significantly more beneficial to us than any alternative.

Making such a request of potential target businesses may make our acquisition

proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field

of potential target businesses that we might pursue.

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant

whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would

agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,

any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

Upon redemption

of our public shares, if we are unable to complete our business combination within the prescribed timeframe, or upon the exercise of

a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that

were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount

received by public shareholders could be less than the $10.20 per share initially held in the trust account, due to claims of such creditors.

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold

to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds

in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of

the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest

which may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver

of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our

Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed

waiver is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for

such third-party claims.

We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations

and believe that our Sponsor’s only assets are securities of our company.

We have not asked our Sponsor to reserve for such indemnification

Therefore, we believe it is unlikely that our Sponsor would be able to satisfy those obligations.

As a result, if any such

claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could

be reduced to less than $10.20 per public share.

In such event, we may not be able to complete our initial business combination, and

you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors

are required to indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

independent directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount

of funds in the trust account available for distribution to our public shareholders.

the event that the proceeds in the trust account are reduced below the lesser of (i) $10.20 per public share or (ii) such lesser amount

per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust

assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its

obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether

to take legal action against our Sponsor to enforce its indemnification obligations.

we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification

obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for

example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if

the independent directors determine that a favorable outcome is not likely.

If our independent directors choose not to enforce these

indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced

below $10.20 per share.

after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be

exposed to claims of punitive damages.

after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor

and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy

court could seek to recover all amounts received by our shareholders.

In addition, our board of directors may be viewed as having breached

its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by

paying public shareholders from the trust account prior to addressing the claims of creditors.

before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our

shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be

before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy

law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders

in connection with our liquidation may be reduced.

shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares.

we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment

if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall

due in the ordinary course of business.

As a result, a liquidator could seek to recover some or all amounts received by our shareholders.

Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad

faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing

the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

We and our directors and

officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were

unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine

of approximately $18,000 and imprisonment for five years in the Cayman Islands.

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

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

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

will not, under our Second Amended and Restated Memorandum and Articles of Association, as amended, 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.

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

For 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.

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.

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

regarding performance by, or businesses associated with our management team and our Initial Shareholders and their affiliates is presented

for informational purposes only.

Past performance by our management team and our Initial Shareholders is not a guarantee either (i) that

we will be able to locate a suitable candidate for our initial business combination or (ii) of success with respect to any business combination

we may consummate.

The majority of our officers, directors and advisors have not had management experience with special purpose acquisition

corporations in the past.

You should not rely on the historical record of our management team’s, our advisors’ or our Initial

Shareholders’ respective performance as indicative of our future performance of an investment in us or the returns we will, or

are likely to, generate going forward.

Furthermore, an investment in us is not an investment in our Initial Shareholders or their affiliates.

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.

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

enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target

business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria

and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business

with which we enter into our initial business combination will not have all of these positive attributes.

If we complete our initial

business combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful

as a combination with a business that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective

business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise

their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to

have a minimum net worth or a certain amount of cash.

In addition, if shareholder approval of the transaction is required by law, or

we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval

of our initial business combination if the target business does not meet our general criteria and guidelines.

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 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.

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

of revenue or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.

the extent we complete our initial business combination with an early-stage company such as a pre-revenue entity with a limited operating

history, a financially unstable business, or an entity lacking an established record of revenues or earnings, we may be affected by numerous

risks inherent in the operations of the business with which we combine.

These risks include investing in a business without a proven

business model and with limited historical financial data, a lack of revenues or earnings and difficulties in obtaining and retaining

key personnel.

Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may

not be able to properly ascertain or assess all the significant risk factors and we may not 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.

are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently,

you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial

point of view.

we complete our business combination with an affiliated entity or our board cannot independently determine the fair market value of the

target business or businesses, we are not required to obtain an opinion from an independent investment banking firm or from another independent

entity that commonly renders valuation opinions that the price we are paying is fair to our company from a financial point of view.

no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value

based on standards generally accepted by the financial community.

Such standards used will be disclosed in our proxy solicitation or

tender offer materials, as applicable, related to our initial business combination.

could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate

and acquire or merge with another business.

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

receive only approximately $10.20 per share, or less than such amount in certain circumstances, on the liquidation of our trust account

and our Rights will expire worthless.

anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys, and others.

If we decide not to complete a specific initial business combination, the costs incurred up to that point for

the proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business,

we may fail to complete our initial business combination for any number of reasons including those beyond our control.

Any such event

will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire

or merge with another business.

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.

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.

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete

our business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers

to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make

it more difficult for us, and delay our ability, to complete our initial business combination.

With multiple business combinations, we

could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence

investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations

and services or products of the acquired companies in a single operating business.

If we are unable to adequately address these risks,

it could negatively impact our profitability and results of operations.

may have a limited ability to assess the management of a prospective target business and, as a result, may complete our initial business

combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company,

which could, in turn, negatively impact the value of our shareholders’ investment in us.

evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the

target business’s management may be limited due to a lack of time, resources, or information.

Our assessment of the capabilities

of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications, or abilities

we suspected.

Should the target’s management not possess the skills, qualifications, or abilities necessary to manage a public

company, the operations and profitability of the post-combination business may be negatively impacted.

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.

officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a

business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition

candidate will not wish to remain in place.

may attempt to complete our initial business combination with a private company about which little information is available, which may

result in a business combination with a company that is not as profitable as we suspected, if at all.

pursuing our acquisition strategy, we may seek to complete our initial business combination with a privately held company.

public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential

initial business combination on the basis of limited information, which may result in a business combination with a company that is not

as profitable as we suspected, if at all.

may only be able to complete one business combination with the proceeds of our Initial Public Offering and the sale of the Private Placement

Units, which will cause us to be solely dependent on a single business which may have a limited number of products or services.

lack of diversification may negatively impact our operations and profitability.

the net proceeds from our Initial Public Offering and the sale of the Private Placement Units, and after giving effect to the Redemptions,

up to $51,108,60 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

However, we may not be able to complete our business combination with more than one target business because of various factors,

including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with

the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined

By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous

economic, competitive, and regulatory developments.

Further, we would not be able to diversify our operations or benefit from the possible

spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations

in different industries or different areas of a single industry.

In addition, we intend to focus our search for an initial business combination

in a single industry.

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.

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

substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination.

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

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

This may make us

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

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

For example, we may not be able to

complete an initial business combination with a U.S.

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

investment regulations and review by a U.S.

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

or ultimately prohibited.

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

Pengfei Zheng, owns approximately 55.2% 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

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

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

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

businesses and certain acquisitions of real estate even with no underlying

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

mandatory filings.

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

business falls within the scope of foreign ownership restrictions,

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

addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing,

determine to submit a voluntary notice to CFIUS, or proceed with the initial business combination without notifying CFIUS and then bear

the risk of CFIUS intervention, before or after closing the initial business combination.

CFIUS may decide to block or delay our initial

business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order

us to divest all or a portion of a U.S.

business of the combined company if we had proceeded without first obtaining CFIUS clearance.

The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent

us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders.

As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be

adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership

the process of government review, whether by CFIUS or otherwise, could be lengthy.

Because we only have 24 months (or 33 months if we

extend the period of time to consummate a business combination) to complete our initial business combination, our failure to obtain any

required approvals within the requisite time period may prevent us from completing the transaction and require us to liquidate.

liquidate, our public shareholders may only receive $10.20 per share initially, and our Rights will expire worthless.

Our public shareholders

may also lose the potential investment opportunity in a target company and the opportunity of realizing future gains on such investments

through any price appreciation in the combined company.

Related to Our Securities

may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities

and subject us to additional trading restrictions.

Units, Ordinary Shares and Rights are listed on NASDAQ.

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

in the future or prior to our initial business combination.

In order to continue listing our securities on NASDAQ prior to our initial

business combination, we must maintain certain financial, distribution and share price levels.

Generally, we must maintain a minimum

amount in shareholders’ equity (generally $10,000,000) and a minimum number of holders of our securities (generally 400 public

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with NASDAQ’s

initial listing requirements, which are more rigorous than NASDAQ’s continued listing requirements, in order to continue to maintain

the listing of our securities on NASDAQ.

For instance, our share price would generally be required to be at least $4.00 per share and

our shareholders’ equity would generally be required to be at least $30 million and we would be required to have a minimum of 400

round lot holders of our securities.

We cannot assure you that we will be able to meet those initial listing requirements at that time.

NASDAQ delists our securities from trading on its exchange and we are not able to list our securities on another national securities

exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material

adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

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

limited amount of news and analyst coverage;

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 Ordinary

Shares and Rights are listed on NASDAQ, our Units, Ordinary Shares and Rights will be covered securities.

Although the states are pre-empted

from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion

of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a

particular case.

Additionally, certain state securities regulators view blank check companies unfavorably and might use these powers,

or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer

listed on NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state in which we offer

our securities.

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.

Any such issuances would dilute the interest of our shareholders and likely

present other risks.

Second Amended and Restated Memorandum and Articles of Association, as amended, 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.

As of April 14,

2025, there are 3,854,856 Ordinary Shares issued and outstanding.

As a result, there will be 196,145,144 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, as amended, 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 Second Amended and Restated Memorandum and Articles of Association,

as amended, 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 Second Amended and Restated Memorandum and Articles of

Association, as amended, to (x) extend the time we have to consummate a business combination beyond 24 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 33 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, as amended) 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, as amended, like all provisions of our Second Amended and Restated Memorandum and Articles of Association,

as amended, 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 Second Amended and Restated Memorandum and Articles of

Association, as amended 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 24 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 33 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:

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

subordinate the rights of holders of Ordinary Shares if preference shares are issued with rights senior to those afforded our Ordinary

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

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 our Registration Statement 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 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:

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 Ordinary Shares;

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;

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.

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

the future exercise of such rights may adversely affect the market price of our Ordinary Shares.

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

Shareholders (including EBC and its designees) and their permitted transferees can demand that we register their Founder Shares and EBC

Founder Shares.

In addition, holders of our Private Placement Units and their permitted transferees can demand that we register the Private

Placement Units and/or the underlying securities, and holders of units that may be issued upon conversion of working capital loans may

demand that we register such units and/or underlying securities.

We will bear the cost of registering these securities.

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 Ordinary Shares.

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 Ordinary Shares that is expected when

the Ordinary Shares and Private Placement 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 Second Amended and Restated Memorandum and Articles of Association,

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

initial business combination but that our shareholders or Rights holders may not support.

order to complete a business combination, blank check companies have, in the recent past, amended various provisions of their charters

and governing instruments, including their rights agreement.

For example, blank check companies have amended the definition of business

combination, increased redemption thresholds, changed industry focus and, with respect to their Rights, amended their rights agreement,

respectively, to require the Rights to be exchanged for cash and/or other securities.

We cannot assure you that we will not seek to amend

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

Initial Shareholders paid an aggregate of $25,000 for the Founder Shares, or approximately $0.14 per Founder Share.

As a result of this

low initial price, our Initial Shareholders stand to make a substantial profit even if an initial business combination subsequently declines

in value or is unprofitable for our public shareholders.

a result of the low acquisition cost of our Founder Shares, our Initial Shareholders could make a substantial profit even if we select

and consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for

our public shareholders.

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

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

than would be the case if such parties had paid the full offering price for their Founder Shares.

may amend the terms of the Rights in a manner that may be adverse to holders with the approval by the holders of at least a majority

of the then outstanding Rights.

Rights will be issued in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent,

The rights agreement provides that the terms of the Rights may be amended without the consent of any holder to cure any ambiguity

or correct any defective provision.

The rights agreement requires the approval by the holders of at least a majority of the then outstanding

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

Private Placement 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 to 430,500 Private Placement Units to our Sponsor and EBC.

Our Initial Shareholders

currently own 1,725,000 Founder Shares.

EBC and its designees currently own 125,000 EBC Founder Shares.

In addition, if our Initial Shareholders

or their affiliates make any working capital loans, up to $150,000 of such loans may be converted into working capital units, at the

price of $10.00 per unit at the option of the lender.

Such working capital units would be identical to the Private Placement Units sold

in the private placement.

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 Ordinary Shares and reduce the value of the Ordinary

Shares issued to complete the business combination.

Therefore, our Private Placement Units and Founder Shares may make it more difficult

to complete a business combination or increase the cost of acquiring the target business.

private rights included in the Private Placement 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 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).

determination of the offering price of our Units and the size of our Initial Public Offering is more arbitrary than the pricing of securities

and size of an offering of an operating company in a particular industry.

You may have less assurance, therefore, that the offering price

of our Units properly reflects the value of such Units than you would have in a typical offering of an operating company.

to our Initial Public Offering there has been no public market for any of our securities.

The public offering price of the Units and

the terms of the Rights were negotiated between us and the underwriters.

In determining the size of our Initial Public Offering, management

held customary organizational meetings with the underwriters with respect to the state of capital markets, generally, and the amount

the underwriters believed they reasonably could raise on our behalf.

Factors considered in determining the size of our Initial Public

Offering, prices and terms of the Units, including the Ordinary Shares, 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.

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

company in a particular industry since we have no historical operations or financial results.

we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial business combination with some prospective target businesses.

federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance

tests include target historical and/or pro forma financial statement disclosure.

We will include the same financial statement disclosure

in connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements

may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States

of America, or “GAAP”, or international financial reporting standards as issued by the International Accounting Standards

Board, or “IFRS”, depending on the circumstances and the historical financial statements may be required to be audited in

accordance with the standards of the Public Company Accounting Oversight Board (United States), or “PCAOB”.

These financial

statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide

such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our

initial business combination within the prescribed time frame.

Related to Our Management

ability to successfully complete our initial business combination and to be successful thereafter will be totally dependent upon the

efforts of members of our management team, some of whom may join us following our initial business combination.

The loss of such people

could negatively impact the operations and profitability of our post-combination business.

ability to successfully complete our business combination is dependent upon the efforts of members of our management team.

members of our management team in the target business, however, cannot presently be ascertained.

Although some members of our management

team may remain with the target business in senior management or advisory positions following our business combination, it is likely

that some or all of the management of the target business will remain in place.

While we intend to closely scrutinize any individuals

we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to

expend time and resources helping them become familiar with such requirements.

addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

departure of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be

ascertained at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain

associated with the acquisition candidate following our initial business combination, it is possible that members of the management of

an acquisition candidate will not wish to remain in place.

The loss of key personnel could negatively impact the operations and profitability

of our post-combination business.

of our management team may negotiate employment or consulting agreements with a target business in connection with a particular business

These agreements may provide for them to receive compensation following our business combination and as a result, may cause

them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

of our management team may be able to remain with the Company after the completion of our business combination only if they are able

to negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously

with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments

and/or our securities for services they would render to us after the completion of the business combination.

The personal and financial

interests of such individuals may influence their motivation in identifying and selecting a target business.

However, we believe the

ability of such individuals to remain with us after the completion of our business combination will not be the determining factor in

our decision as to whether or not we will proceed with any potential business combination.

There is no certainty, however, that any members

of our management team will remain with us after the completion of our business combination.

We cannot assure you that any members of

our management team will remain in senior management or advisory positions with us.

The determination as to whether any members of our

management team will remain with us will be made at the time of our initial business combination.

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

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

a target to us instead of our competitors.

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

business combination.

officers and directors have fiduciary responsibility to dedicate substantially all their business time to their respective affairs and

their respective portfolio companies.

However, this responsibility does not require any of our officers or directors to commit his or

her full time to our affairs in particular, which may result in a conflict of interest in allocating their time between our operations

and our search for a business combination and their other businesses, including other business endeavors for which he or she may be entitled

to substantial compensation.

Furthermore, our officer and directors may become an officer or director of another special purpose acquisition

company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act even before

we enter a definitive agreement regarding our initial business combination.

We do not intend to have any full-time employees prior to

the completion of our initial business combination.

In addition, each of our officers and certain of our directors are employed by or

affiliated with our Initial Shareholders, which makes investments in securities or other interests of or relating to companies in industries

we may target for our initial business combination.

Our independent directors also serve as officers or board members for other entities.

If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs

in excess of their current commitment levels, it could limit their ability to devote time to our affairs;

or if they have fiduciary duty

to present a target company to our competitor instead of us, which may have a negative impact on our ability to complete our initial

business combination.

of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities

similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining

to which entity a particular business opportunity should be presented.

the completion of our Initial Public Offering and until we consummate our initial business combination, we intend to engage in the business

of identifying and combining with one or more businesses.

Our officers and directors are, and may in the future become, affiliated with

entities (such as operating companies or investment vehicles) that are engaged in a similar business.

officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other

entities in the future to which they owe certain fiduciary or contractual duties, including our Initial Shareholders’ affiliates.

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

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 Second Amended and Restated Memorandum and Articles of Association, as amended, 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.

have not adopted a policy that expressly prohibits our Initial Shareholders or their respective affiliates from having a direct or indirect

pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or

have an interest.

We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities

of the types conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and ours.

may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated

with our Initial Shareholders which may raise potential conflicts of interest.

light of the involvement of our officers and directors with other entities, we may decide to acquire one or more businesses affiliated

with our Initial Shareholders or their respective affiliates.

Our officers and directors also serve as officers and board members for

other entities.

Such entities may compete with us for business combination opportunities.

Our Initial Shareholders are not currently

aware of any specific opportunities for us to complete our business combination with any entities with which they are affiliated, and

there have been no preliminary discussions concerning a business combination with any such entity or entities.

Although we will not be

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 our Registration Statement entitled

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

Despite our agreement to obtain an opinion from an independent investment banking firm or from another independent entity

that commonly renders valuation opinions, regarding the fairness to our company from a financial point of view of a business combination

with one or more domestic or international businesses affiliated with our Initial Shareholders or their respective affiliates, potential

conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public

shareholders as they would be absent any conflicts of interest.

our Initial Shareholders will lose their entire investment in us if our business combination is not completed, a conflict of interest

may arise in determining whether a particular business combination target is appropriate for our initial business combination.

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.

On April 18, 2023, our Sponsor transferred an aggregate of 1,035,000

Founder Shares to Peace Capital Limited.

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.

In addition, our Sponsor purchased an aggregate

of 402,904 Private Placement 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 Placement 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 Placement Units will be worthless if we do not complete an initial business

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,

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

initial business combination but that our shareholders or rights holders may not support.

order to complete a business combination, blank check companies have, in the recent past, amended various provisions of their charters

and governing instruments, including their rights agreement.

For example, blank check companies have amended the definition of business

combination, increased redemption thresholds, changed industry focus and, with respect to their Rights, amended their rights agreement

to require the Rights to be exchanged for cash and/or other securities.

We cannot assure you that we will not seek to amen our charter

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

provisions of our Second Amended and Restated Memorandum and Articles of Association, as amended, 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, as amended, 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

which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s

shareholders.

In those companies, amendment of these provisions requires approval by between 90% and 100% of the company’s public

shareholders.

Our Second Amended and Restated Memorandum and Articles of Association, as amended, 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 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 Ordinary Shares entitled to vote thereon.

We may not issue additional

securities that can vote on amendments to our Second Amended and Restated Memorandum, as amended, 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 Second Amended and Restated Memorandum

and Articles of Association, as amended, and/or Trust Agreement and will have the discretion to vote in any manner they choose.

result, we may be able to amend the provisions of our Second Amended and Restated Memorandum and Articles of Association, as amended,

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, as amended.

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, as amended, (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 24 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 33 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

business, which could compel us to restructure or abandon a particular business combination.

we believe that the net proceeds of our Initial Public Offering and the sale of the Private Placement Units will be sufficient to allow

us to complete our initial business combination, because we have not yet selected any prospective target business we cannot ascertain

the capital requirements for any particular transaction.

If the net proceeds of our Initial Public Offering and the sale of the Private

Placement Units prove to be insufficient, either because of the size of our initial business combination, the depletion of the available

net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from shareholders who

elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection

with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing proves

to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction

or abandon that particular business combination and seek an alternative target business candidate.

If we are unable to complete our initial

business combination, our public shareholders may receive only approximately $10.20 per share plus any pro rata interest earned on the

funds held in the trust account (and not previously released to us to pay our taxes) on the liquidation of our trust account and our

Rights will expire worthless.

In addition, even if we do not need additional financing to complete our business combination, we may require

such financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material

adverse effect on the continued development or growth of the target business.

None of our officers, directors, or shareholders is required

to provide any financing to us in connection with or after our initial business combination.

If we are unable to complete our initial

business combination, our public shareholders may only receive approximately $10.20 per share 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 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.

Initial Shareholders and other insiders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner

that you do not support.

the closing of our Initial Public Offering, our Initial Shareholders ,and taking into account the Redemptions, will own Founder Shares

representing 55.2% of our issued and outstanding Ordinary Shares (excluding the private shares and the EBC Founder Shares).

Simultaneously

with the closing of our Initial Public Offering, we issued in 430,500 Private Placement Units to our Sponsor and EBC.

In addition, if

our Initial Shareholders or their designated parties make any working capital loans, up to $150,000 of such loans may be converted into

working capital units, at the price of $10.00 per unit at the option of the lenders.

Such working capital units would be identical to

the Private Placement Units sold in the private placement.

Accordingly, 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 Second Amended and Restated Memorandum and Articles of Association, as amended, and approval of major corporate transactions.

If our Initial Shareholders purchase any units in our Initial Public Offering or if they 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 Ordinary Shares.

In addition, our board of directors,

whose members were elected by certain of our Initial Shareholders, is and will be divided into three classes, each of which will generally

serve for a term of three years with only one class of directors being elected in each year.

We may not hold an annual meeting of shareholders

to elect new directors prior to the completion of our business combination, in which case all of the current directors will continue

in office until at least the completion of the business combination.

If there is an annual meeting, as a consequence of our “staggered”

board of directors, only a minority of the board of directors will be considered for election and our Initial Shareholders, because of

their ownership position, will have considerable influence regarding the outcome.

Business Combination Risks

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

We cannot provide assurance

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

operate such business.

may structure a business combination so that the post-transaction company in which our public shareholders own shares will own less than

100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target

sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act.

We will not consider any transaction that does not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting

securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business

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

For example, we could

pursue a transaction in which we issue a substantial number of new 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 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

a single person or group obtaining a larger share of the company’s share than we initially acquired.

Accordingly, this may make

it more likely that our management will not be able to maintain our control of the target business.

We cannot provide assurance that,

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

operate such business.

to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment

or other charges that could have a significant negative effect on our financial condition, results of operations and our share price,

which could cause you to lose some or all of your investment.

if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface

all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues

through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later

As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment

or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected

risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature

could contribute to negative market perceptions about us or our securities.

In addition, charges of this nature may cause us to violate

net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue

of our obtaining post-combination debt financing.

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

may face general risks related to our business combination with any company.

business combination with another company entails special considerations and risks.

If we are successful in completing a business combination

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.

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

success will ultimately depend upon market acceptance of our products and services, our ability to develop and commercialize existing

and new products and services and generate revenues, and our ability to identify new markets for its technology.

our success will depend on the acceptance of our products and services in the target markets.

We are faced with the risk that the marketplace

will not be receptive to our products and services over competing products and that we will be unable to compete effectively.

face challenges of developing (or acquiring externally-developed) technology solutions that are adequate and competitive in meeting the

requirements of next-generation design challenges.

cannot assure investors that the products and services of the company with which we conduct a business combination, or any future products

and services will gain broad market acceptance.

If the market for our products and services fails to develop or develops more slowly

than expected, or if any of the services and standards supported by us do not achieve or sustain market acceptance, our business and

operating results would be materially and adversely affected.

we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations and payment

methods, demand for product enhancements, new product features, and changing business needs, requirements or preferences, our products

may become less competitive.

of our business combination target’s industry, it will likely be subject to ongoing technological change, evolving industry standards,

changing regulations, and changing customer needs, requirements, and preferences.

The success of our business will depend, in part, on

our ability to adapt and respond effectively to these changes on a timely basis, including launching new products and services.

of any new product and service, or any enhancements, features, or modifications to existing products and services, depends on several

factors, including the timely completion, introduction, and market acceptance of such products and services, enhancements, modifications,

and new product features.

If we are unable to enhance our products or develop new products that keep pace with technological and regulatory

change and changes in customer preferences and achieve market acceptance, or if new technologies emerge that are able to deliver competitive

products and services at lower prices, more efficiently, more conveniently, or more securely than our products, our business, operating

results and financial condition would be adversely affected.

Furthermore, modifications to our existing platform, products, or technology

will increase our research and development expenses.

Any failure of our products and services to operate effectively could reduce the

demand for our services, result in customer dissatisfaction and adversely affect our business.

platforms may not operate properly or as we expect it to operate.

platforms are expensive and complex, their continuous development, maintenance and operation may entail unforeseen difficulties including

material performance problems or undetected defects or errors.

We may encounter technical obstacles, and it is possible that we may discover

additional problems that prevent our technology from operating properly.

If our platform does not function reliably, we may not be able

to provide any products or services.

Errors could also cause customer dissatisfaction with us, which could cause customers to stop purchasing

or working with us.

Any of these eventualities could result in a material adverse effect on our business, results of operations and financial

or changing technologies, could cause a disruption in our business model, which may materially impact our results of operations and financial

we fail to anticipate the impact on our business of changing technology, our ability to successfully operate may be materially impaired.

Our business could also be affected by potential technological changes.

Such changes could disrupt the demand for products from current

customers, create coverage issues or impact the frequency or severity of losses, or reduce the size of the ultimate market, causing our

business to decline.

We may not be able to respond effectively to these changes, which could have a material effect on our results of

operations and financial condition.

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

of revenue or earnings.

the extent we complete our initial business combination with an early-stage company, a financially unstable business or an entity lacking

an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which

These risks include investing in a business without a proven business model and with limited historical financial data, volatile

revenues or earnings, intense competition, and difficulties in obtaining and retaining key personnel.

Although our officers and directors

will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all

of the significant risk factors and we may not 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

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

may effect a business combination with a company located outside of the United States and if we do, we would be subject to a variety

of additional risks that may negatively impact our business operations and financial results .

we consummate a business combination with a target business located outside of the United States, we would be subject to any special

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;

should carefully consider the following risk factors, together with all of the other information included elsewhere in this Annual Report

on Form 10-K.

The value of your investment in the Company will be subject to the significant risks affecting the Company and inherent

to the industry in which it operates.

The risk factors described below disclose material and other risks, are not intended to be exhaustive

and are not the only risks faced by the Company.

Additional risks not currently known to us or that we currently deem to be immaterial

also may materially adversely affect the business, financial condition, results of operations and cash flows in future periods of the

The occurrence of any of these events could cause the trading price of our Common Stock to decline, perhaps significantly, and

you therefore may lose all or part of your investment.

The following discussion should be read in conjunction with the financial statements

and notes to the financial statements included herein.

may be difficult to evaluate our business prospects, and our operating results may fluctuate.

operating results may fluctuate because of a variety of factors, many of which are outside of our control.

Fluctuations in our results

of operations may be due to a number of factors, including:

● Fluctuations

in collecting accounts receivable;

and language differences;

of intellectual property;

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

If we were unable to do so, our operations might

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

a business, operations, personnel or assets in another country is challenging and costly.

Any management that we may have (whether based

abroad or in the U.S.) may be inexperienced in cross-border business practices and unaware of significant differences in accounting rules,

legal regimes and labor practices.

Even with a seasoned and experienced management team, the costs and difficulties inherent in managing

cross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may

negatively impact our financial and operational performance.

social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, or policy changes or enactments

occur in a country in which we may operate after we effect our initial business combination, it may result in a negative impact on our

events in another country may significantly affect our business, assets or operations.

Social unrest, acts of terrorism, regime changes,

changes in laws and regulations, political upheaval, and policy changes or enactments could negatively impact our business in a particular

countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption

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

ability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend

ourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact

our operations, assets or financial condition.

and regulations in many countries are often ambiguous or open to differing interpretation by responsible individuals and agencies at

the municipal, state, regional and federal levels.

The attitudes and actions of such individuals and agencies are often difficult to

predict and inconsistent.

with respect to the enforcement of particular rules and regulations, including those relating to customs, tax, environmental and labor,

could cause serious disruption to operations abroad and negatively impact our results.

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

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

we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates

will govern almost all of the material agreements relating to its operations.

We cannot assure you that the target business will be able

to enforce any of its material agreements or that remedies will be available in this new jurisdiction.

The system of laws and the enforcement

of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability

to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities

Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets

would be located outside of the United States and some of our officers and directors might reside outside of the United States.

result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our

directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our

directors and officers under Federal securities laws.

relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and

services to become less attractive.

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

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 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 Ordinary Shares, you will be taxed on the U.S.

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

them, even if you actually receive a smaller amount of U.S.

dollars when the payment is in fact converted into U.S.

Specifically,

if a dividend is declared and paid in a foreign currency, the amount of the dividend distribution that you must include in your income

holder will be the U.S.

dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign

currency to the U.S.

dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is

in fact converted into U.S.

Thus, if the value of the foreign currency decreases before you actually convert the currency into

dollars, you will be taxed on a larger amount in U.S.

dollars than the U.S.

dollar amount that you will actually ultimately receive.

our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time

and resources becoming familiar with such laws, which could lead to various regulatory issues.

our initial business combination, certain members of our management team will likely resign from their positions as officers or directors

of the company and the management of the target business at the time of the business combination will remain in place.

Management of

the target business may not be familiar with United States securities laws.

If new management is unfamiliar with our laws, they may have

to expend time and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory

issues, which may adversely affect our operations.

economic, political, and social conditions, as well as government policies, of the country in which our potential target’s operations

are located could affect our business.

The economy in such target’s country may differ greatly from the economies of most developed

countries in many respects.

Such country’s economic growth may be uneven, both geographically and among various sectors of the

economy, and such growth may not be sustained in the future.

If in the future such target’s country’s economy experiences

a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries.

A decrease in demand

for spending in certain industries could materially and adversely affect the ability of that target business to become profitable after

our initial business combination.

policies may cause a target business’ ability to succeed in the international markets to be diminished.

the event we acquire a non-U.S.

target, all revenues and income would likely be received in a foreign currency, the dollar equivalent

of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.

of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business

or, following consummation of our initial business combination, our financial condition and results of operations.

Additionally, if a

currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target

business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

of the economies in Asia are experiencing substantial inflationary pressures which may prompt the governments to take action to control

the growth of the economy and inflation that could lead to a significant decrease in our profitability following our initial business

is no restriction in the geographic location of targets that we can pursue, although we intend to initially focus on target businesses

In the event that our target business is in Asia, while many of the economies in Asia have experienced rapid growth over the

last two decades, they currently are experiencing inflationary pressures.

As governments take steps to address the current inflationary

pressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on

currency conversions and foreign investment.

There also may be imposition of price controls.

If prices for the products of our ultimate

target business rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect

on our profitability.

If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing

of economic growth.

Because we are not limited to any specific industry, the ultimate industry that we operate in may be affected more

severely by such a slowing of economic growth.

industries in Asia are subject to government regulations that limit or prohibit foreign investments in such industries, which may limit

the potential number of acquisition candidates.

in many Asian countries have imposed regulations that limit foreign investors’ equity ownership or prohibit foreign investments

altogether in companies that operate in certain industries.

As a result, the number of potential acquisition candidates available to

us may be limited or our ability to grow and sustain the business, which we ultimately acquire will be limited.

a country in Asia enacts regulations in industry segments that forbid or restrict foreign investment, our ability to consummate our initial

business combination could be severely impaired.

of the rules and regulations that companies face concerning foreign ownership are not explicitly communicated.

If new laws or regulations

forbid or limit foreign investment in industries in which we want to complete our initial business combination, they could severely impair

our candidate pool of potential target businesses.

Additionally, if the relevant central and local authorities find us or the target

business with which we ultimately complete our initial business combination to be in violation of any existing or future laws or regulations,

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.

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

governance standards in Asia may not be as strict or developed as in the United States and such weakness may hide issues and operational

practices that are detrimental to a target business.

corporate governance standards in some countries are weak in that they do not prevent business practices that cause unfavorable related

party transactions, over-leveraging, improper accounting, family company interconnectivity and poor management.

Local laws often do not

go far enough to prevent improper business practices.

Therefore, shareholders may not be treated impartially and equally as a result

of poor management practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall

company, and cronyism.

The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation

and weakness that may precipitate or encourage financial crisis.

In our evaluation of a business combination we will have to evaluate

the corporate governance of a target and the business environment, and in accordance with United States laws for reporting companies

take steps to implement practices that will cause compliance with all applicable rules and accounting practices.

Notwithstanding these

intended efforts, there may be endemic practices and local laws that could add risk to an investment we ultimately make and that result

in an adverse effect on our operations and financial results.

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

combinations with businesses in certain industries, such as technology, may involve special considerations and risks.

If we complete

our initial business combination with a technology business, we will be subject to the following risks, any of which could be detrimental

to us and the business we acquire:

we are unable to keep pace with evolving technology and changes in the technology services industry, our revenues and future prospects

business or company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data;

with any products or services we provide could damage our reputation and business;

failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business;

may not be able to protect our intellectual property and we may be subject to infringement claims;

and any business or company we acquire may not be able to adapt to the complex and evolving regulatory environment for financial

technology services in China.

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

However, our efforts in identifying

prospective target businesses will not be limited to technology businesses.

Accordingly, if we acquire a target business in another industry,

these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we operate

or target business which we acquire, none of which can be presently ascertained.

we effect our initial business combination with a business located in the in the People’s Republic of China, the laws applicable

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

we effect our initial business combination with a business located in the PRC, the laws of the country in which such business operates

will govern almost all of the material agreements relating to its operations, including any contractual arrangements through which we

acquire control of target business as described above.

We cannot assure you that we or the target business will be able to enforce any

of its material agreements or that remedies will be available in this jurisdiction.

The system of laws and the enforcement of existing

laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

In addition, the judiciary

in the PRC is relatively inexperienced compared to others in enforcing corporate and commercial law, leading to a higher than usual degree

of uncertainty as to the outcome of any litigation.

In addition, to the extent that our target business’s material agreements are

with governmental agencies in the PRC, we may not be able to enforce or obtain a remedy from such agencies due to sovereign immunity,

in which the government is deemed to be immune from civil lawsuit or criminal prosecution.

The inability to enforce or obtain a remedy

under any of our future agreements could result in a significant loss of business, business opportunities or capital.

we effect our initial business combination with a business located in the PRC, we may be subject to certain risks associated with acquiring

and operating businesses in the PRC.

may be subject to certain risks associated with acquiring and operating a business in the PRC in our search for a business combination

and operation of any target business with which we ultimately consummate a business combination.

certain rules and regulations concerning mergers and acquisitions by foreign investors in the PRC may make merger and acquisition activities

by foreign investors more complex and time consuming, including, among others:

requirement that the Ministry of Commerce of the PRC (the “MOFCOM”) be notified in certain circumstances in advance of

any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise or any concentration of

undertaking if certain thresholds are triggered;

authority of certain government agencies to have scrutiny over the economics of an acquisition transaction and requirement for consideration

in a transaction to be paid within stated time limits;

requirement for mergers and acquisitions by foreign investors that raise “national defense and security” concerns and

mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national

security” concerns to be subject to strict review by the MOFCOM.

with these and other requirements could be time-consuming, and any required approval processes, including obtaining approval from the

MOFCOM or its local counterparts, may delay or inhibit our ability to complete such transactions, which could affect our ability to acquire

PRC-based businesses.

A business combination we propose may not be able to be completed if the terms of the transaction do not satisfy

aspects of the approval process and may not be completed, even if approved, if they are not consummated within the time permitted by

the approvals granted.

addition, the PRC currently prohibits and/or restricts foreign ownership in certain “important industries,” including telecommunications,

food production and heavy equipment.

There are uncertainties under certain regulations whether obtaining a majority interest through

contractual arrangements will comply with regulations prohibiting or restricting foreign ownership in certain industries.

assurance that the PRC government will not apply restrictions in other industries.

In addition, there can be restrictions on the foreign

ownership of businesses that are determined from time to time to be in “important industries” that may affect the national

economic security or those having “famous brand names” or “well-established brand names.” Subject to the review

and approval requirements of the relevant agencies and the various percentage ownership limitations that exist from time to time, acquisitions

involving foreign investors and parties in the various restricted categories of assets and industries may nonetheless sometimes be consummated

using contractual arrangements with permitted local parties.

If we choose to effect a business combination that employs the use of these

types of control arrangements, these contractual arrangements may not be as effective in providing us with the same economic benefits,

accounting consolidation or control over a target business as would direct ownership due to limited implementation guidance provided

with respect to such regulations.

If the government of the PRC finds that the agreements we entered into to acquire control of a target

business through contractual arrangements with one or more operating businesses do not comply with local governmental restrictions on

foreign investment, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to

significant penalties or be forced to relinquish our interests in those operations.

we effect our initial business combination with a business located in the PRC, a substantial portion of our operations may be conducted

in the PRC, and a significant portion of our net revenues maybe derived from customers where the contracting entity is located in the

Accordingly, our business, financial condition, results of operations, prospects and certain transactions we may undertake may be

subject, to a significant extent, to economic, political and governmental and legal developments, laws and regulations in the PRC.

instance, all or most of our material agreements may be governed by PRC law and we may have difficulty in enforcing our legal rights

because the system of laws and the enforcement of existing laws in PRC may not be as certain in implementation and interpretation as

in the United States.

In addition, contractual arrangements we enter into with potential future subsidiaries and affiliated entities

or acquisitions of offshore entities that conduct operations through affiliates in the PRC may be subject to a high level of scrutiny

by the relevant PRC tax authorities.

We may also be subject to restrictions on dividend payments after we consummate a business combination

and if we rely on dividends and other distributions from our operating company to provide us with cash flow and to meet our other obligations.

arrangements we enter into with potential future subsidiaries and affiliated entities or acquisitions of offshore entities that conduct

operations through affiliates in the PRC may be subject to a high level of scrutiny by the relevant tax authorities.

the laws of the PRC, arrangements and transactions among related parties may be subject to audit or challenge by the relevant tax authorities.

If any of the transactions we enter into with potential future subsidiaries and affiliated entities are found not to be on an arm’s-length

basis, or to result in an unreasonable reduction in tax under local law, the relevant tax authorities may have the authority to disallow

any tax savings, adjust the profits and losses of such potential future local entities and assess late payment interest and penalties.

A finding by the relevant tax authorities that we are ineligible for any such tax savings, or that any of our possible future affiliated

entities are not eligible for tax exemptions, would substantially increase our possible future taxes and thus reduce our net income and

the value of a shareholder’s investment.

In addition, in the event that in connection with an acquisition of an offshore entity

that conducted its operations through affiliates in the PRC, the sellers of such entities failed to pay any taxes required under local

law, the relevant tax authorities could require us to withhold and pay the tax, together with late-payment interest and penalties.

occurrence of any of the foregoing could have a negative impact on our operating results and financial condition.

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

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

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

July 2014, the State Administration of Foreign Exchange of the PRC, or “SAFE” promulgated the Circular on Relevant Issues

Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special

Purpose Vehicles, or “SAFE Circular 37”.

SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate

entities as well as foreign individuals that are deemed as PRC residents for foreign exchange administration purpose) to register with

SAFE or its local branches in connection with their direct or indirect offshore investment activities.

SAFE Circular 37 is applicable

to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future.

Under SAFE Circular

37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore

special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches.

In addition, any PRC

resident who is a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch of SAFE

with respect to that SPV, to reflect any material change, including, among other things, any major change of a PRC resident shareholder,

name or term of operation of the SPVs, or any increase or reduction of the SPVs’ registered capital, share transfer or swap, merger

Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration

with the local branch of SAFE.

If any PRC shareholder of such SPV fails to make the required registration or to update the previously

filed registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital

reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions

into its subsidiary in China.

On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration

Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015.

Under SAFE Notice 13, applications for foreign

exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under

SAFE Circular 37, will be filed with qualified banks instead of SAFE or its branches.

The qualified banks will directly examine the applications

and accept registrations under the supervision of SAFE.

cannot provide assurance that our shareholders that are PRC residents comply with all of the requirements under SAFE Circular 37 or other

related rules.

Failure or inability of our PRC resident shareholders to comply with the registration procedures set forth in these regulations

may subject us to fines and legal sanctions, restrict our cross-border investment activities, limit the ability of our wholly foreign-owned

subsidiary in China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation to us, and

we may also be prohibited from injecting additional capital into the subsidiary.

Moreover, failure to comply with the various foreign

exchange registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange

restrictions.

As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected.

as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving,

it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted,

amended and implemented by the relevant government authorities.

For example, we may be subject to a more stringent review and approval

process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings,

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

In addition, if we decide to acquire a PRC domestic company,

we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete

the necessary filings and registrations required by the foreign exchange regulations.

This may restrict our ability to implement our

acquisition strategy and could adversely affect our business and prospects.

with the PRC Antitrust law may limit our ability to effect our initial business combination.

PRC Antitrust Law became effective on August 1, 2008.

The government authorities in charge of antitrust matters in China are the Antitrust

Commission and other antitrust authorities under the State Council.

The PRC Antitrust Law regulates (1) monopoly agreements, including

decisions or actions in concert that preclude or impede competition, entered into by business operators;

(2) abuse of dominant market

position by business operators;

and (3) concentration of business operators that may have the effect of precluding or impeding competition.

To implement the Antitrust Law, in 2008, the State Council formulated the regulations that require filing of concentration of business

operators, pursuant to which concentration of business operators refers to (1) merger with other business operators;

(2) gaining control

over other business operators through acquisition of equity interest or assets of other business operators;

and (3) gaining control over

other business operators through exerting influence on other business operators through contracts or other means.

In 2009, the Ministry

of Commerce, to which the Antitrust Commission is affiliated, promulgated the Measures for Filing of Concentration of Business Operators

(amended by the Guidelines for Filing of Concentration of Business Operators in 2014), which set forth the criteria of concentration

and the requirement of miscellaneous documents for the purpose of filing.

The business combination we contemplate may be considered the

concentration of business operators, and to the extent required by the Antitrust Law and the criteria established by the State Council,

we must file with the antitrust authority under the PRC State Council prior to conducting the contemplated business combination.

antitrust authority decides not to further investigate whether the contemplated business combination has the effect of precluding or

impeding competition or fails to make a decision within 30 days from receipt of relevant materials, we may proceed to consummate the

contemplated business combination.

If antitrust authority decides to prohibit the contemplated business combination after further investigation,

we must terminate such business combination and would then be forced to either attempt to complete a new business combination or we would

be required to return any amounts which were held in the trust account to our shareholders.

When we evaluate a potential business combination,

we will consider the need to comply with the Antitrust Law and other relevant regulations which may limit our ability to effect an acquisition

or may result in our modifying or not pursuing a particular transaction.

Since our business combination period is within 24 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

33 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 24 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 33 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

company in PRC and limit our ability to utilize our cash flow effectively following our initial business combination.

promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement

of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant

Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested

Enterprises, or SAFE Circular 142, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening

the Administration of Foreign Exchange Businesses, or Circular 59, and the Circular on Further Clarification and Regulation of the Issues

Concerning the Administration of Certain Capital Account Foreign Exchange Businesses, or Circular 45.

According to Circular 19, the flow

and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated

such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment

of banks loans that have been transferred to a third party.

Although Circular 19 allows RMB capital converted from foreign currency-denominated

registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle

that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used

for purposes beyond its business scope.

Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in

the PRC in actual practice.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing

the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates some

of the rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated

registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans

to non-associated enterprises.

Violations of SAFE Circular 19 and Circular 16 could result in administrative penalties.

such, Circular 19 and Circular 16 may significantly limit our ability to transfer the proceeds of our Initial Public Offering to a PRC

target company and the use of such proceeds by the PRC target company.

In addition, following our initial business combination with a

PRC target company, we will be subject to the PRC’s rules and regulations on currency conversion.

In the PRC, the SAFE regulates

the conversion of the Renminbi into foreign currencies.

Currently, Foreign Invested Enterprises (“FIEs”) are required to

apply to the SAFE for “Foreign Exchange Registration Certificates for FIEs.” Following our initial business combination,

we will likely be an FIE as a result of our ownership structure.

With such registration certificates, which need to be renewed annually,

FIEs are allowed to open foreign currency accounts including a “basic account” and “capital account.” Currency

conversion within the scope of the “basic account,” such as remittance of foreign currencies for payment of dividends, can

be effected without requiring the approval of the SAFE.

However, conversion of currency in the “capital account,” including

capital items such as direct investment, loans and securities, still require approval of the SAFE.

cannot assure you the PRC regulatory authorities will not impose further restrictions on the convertibility of the Renminbi.

restrictions on currency exchanges may limit our ability to use the proceeds of our Initial Public Offering in an initial business combination

with a PRC target company and the use our cash flow for the distribution of dividends to our shareholders or to fund operations we may

have outside of the PRC.

initial business combination may be subject to national security review by the PRC government, and we may have to spend additional resources

and incur additional time delays to complete any such business combination or be prevented from pursuing certain investment opportunities.

February 3, 2011, the PRC government issued a Notice Concerning the Establishment of Security Review Procedure on Mergers and Acquisitions

of Domestic Enterprises by Foreign Investors, or “Security Review Regulations”, which became effective on March 5, 2011.

The Security Review Regulations cover acquisitions by foreign investors of a broad range of PRC enterprises if such acquisitions could

result in de facto control by foreign investors and the enterprises are relating to military, national defense, important agriculture

products, important energy and natural resources, important infrastructures, important transportation services, key technologies, and

important equipment manufacturing.

The scope of the review includes whether the acquisition will impact the national security, economic

and social stability, and the research and development capabilities on key national security related technologies.

Foreign investors

should submit a security review application to the Department of Commerce for its initial review for contemplated acquisition.

acquisition is considered to be within the scope of the Security Review Regulations, the Department of Commerce will transfer the application

to a joint security review committee within five business days for further review.

The joint security review committee, consisting of

members from various PRC government agencies, will conduct a general review and seek comments from relevant government agencies.

joint security review committee may initiate a further special review and request the termination or restructuring of the contemplated

acquisition if it determines that the acquisition will result in significant national security issue.

Security Review Regulations will potentially subject a large number of mergers and acquisitions transactions by foreign investors in

China to an additional layer of regulatory review.

Currently, there is significant uncertainty as to the implication of the Security

Review Regulations.

Neither the Department of Commerce nor other PRC government agencies have issued any detailed rules for the implementation

of the Security Review Regulations.

If, for example, our potential initial business combination is with a target company operating in

the PRC in any of the sensitive sectors identified above, the transaction will be subject to the Security Review Regulations, and we

may have to spend additional resources and incur additional time delays to complete any such acquisition.

There is no guarantee that

we can receive such approval in a timely manner, and we may also be prevented from pursuing certain investment opportunities if the PRC

government considers that the potential investments will result in a significant national security issue.

If obtained, since our business

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

our business combination, 33 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 24 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 33 months from the closing of our Initial Public Offering (as

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,

and we may have to spend additional resources and incur additional time delays to complete any such business combination or be prevented

from pursuing certain investment opportunities.

initial business combination may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of

confidential and private information, such as personal information and other data.

These laws continue to develop, and the PRC government

may adopt other rules and restrictions in the future.

Non-compliance could result in penalties or other significant legal liabilities.

to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7,

2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure

operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases

internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the CAC.

Due to the lack of further interpretations, the exact scope of “critical information infrastructure operator” remains unclear.

the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued

the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021.

opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings

by China-based companies.

These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory

systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data

privacy protection.

Moreover, the State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments,

not yet effective) on July 10, 2021, which requires operators with personal information of more than 1 million users who want to list

abroad to file a cybersecurity review with the CAC.

As these opinions and the draft measurers were recently issued, official guidance

and interpretation of these two remain unclear in several respects at this time.

for example, our potential initial business combination is with a target business operating in the PRC and if the enacted version of

the draft measures mandates clearance of cybersecurity review and other specific actions to be completed by the target business, we may

face uncertainties as to whether such clearance can be timely obtained, or at all, and incur additional time delays to complete any such

Cybersecurity review could also result in negative publicity with respect to our initial business combination and diversion

of our managerial and financial resources.

There is no guarantee that we can receive such approval in a timely manner, and we may also

be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will result

in a significant national security issue.

If obtained, since our business combination period is 24 months from the closing of our Initial

Public Offering, or if we decide to extend the period of time to consummate our business combination, 33 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

24 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 33 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

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

exchange or enter into a definitive business combination

agreement with us.

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

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

in China are subject to various risks and costs associated with the collection, use, sharing, retention, security, and transfer of confidential

and private information, such as personal information and other data.

This data is wide ranging and relates to our investors, employees,

contractors and other counterparties and third parties.

If we decide to initiate a business combination with a company in China, our

compliance obligations include those relating to the Data Protection Act (As Revised) Cayman Islands and the relevant PRC laws in this

Non-compliance could result in penalties, delays affecting our ability to timely consummate a business combination, or other

significant legal liabilities.

PRC laws apply not only to third-party transactions, but also to transfers of information between a holding company and its subsidiaries.

These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future.

These laws may have a material

adverse affect on companies in the PRC being willing to complete a business combination with us, may make it more difficult for us to

identify a PRC based company with which to consummate a business combination, and may materially narrow the selection of companies available

in the PRC from which we could otherwise complete a business combination without material adverse affects in the absence of the CAC data

security restrictions, rules, and regulations.

we make equity compensation grants to persons who are PRC citizens, they may be required to register with the State Administration of

Foreign Exchange of the PRC (“SAFE”).

We may also face regulatory uncertainties that could restrict our ability to adopt

equity compensation plans for our directors and employees and other parties under PRC laws.

April 6, 2007, SAFE issued the Operating Procedures for Administration of Domestic Individuals Participating in the Employee Stock Ownership

Plan or Stock Option Plan of An Overseas Listed Company, also known as Circular 78.

It is not clear whether Circular 78 covers all forms

of equity compensation plans or only those which provide for the granting of share options.

For any plans which are so covered and are

adopted by a non-PRC listed company, such as our company in the event we consummate a business combination with a PRC Target Company,

Circular 78 requires all plan participants who are PRC citizens to register with and obtain approvals from SAFE prior to their participation

in the subject plan.

We believe that the registration and approval requirements contemplated in Circular 78 will be burdensome and time

consummation of business combination with a PRC Target Company, we may adopt an equity incentive plan and make share option grants under

the plan to our officers, directors and employees, whom may be PRC citizens and be required to register with SAFE.

If it is determined

that any of our equity compensation plans are subject to Circular 78, failure to comply with such provisions may subject us and participants

of our equity incentive plan who are PRC citizens to fines and legal sanctions and prevent us from being able to grant equity compensation

to our PRC employees.

In that case, our ability to compensate our employees and directors through equity compensation would be hindered

and our business operations may be adversely affected.

scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue

in the future.

PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular,

equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular

698, which became effective in January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which became

effective in February 2015.

Circular 698, where a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC

“resident enterprise” indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise,

being the transferor, may be subject to PRC corporate income tax, if the indirect transfer is considered to be an abusive use of company

structure without reasonable commercial purposes.

As a result, gains derived from such indirect transfer may be subject to PRC tax at

a rate of up to 10%.

Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident

enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable

adjustment to the taxable income of the transaction.

February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698.

Circular 7 has introduced

a new tax regime that is significantly different from that under Circular 698.

Circular 7 extends its tax jurisdiction to not only indirect

transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer

of a foreign intermediate holding company.

In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable

commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public

securities market.

Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated

to pay for the transfer) of the taxable assets.

Where a non-resident enterprise conducts an “indirect transfer” by transferring

the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being

the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority

such indirect transfer.

Using a “substance over form” principle, the PRC tax authority may disregard the existence of the

overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding, or deferring

As a result, gains derived from such indirect transfer may be subject to PRC corporate income tax, and the transferee or other

person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer

of equity interests in a PRC resident enterprise.

face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions

involving the transfer of shares in our company by investors that are non-PRC resident enterprises.

The PRC tax authorities may pursue

such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation, and request our PRC

subsidiaries to assist in the filing.

As a result, we and non-resident enterprises in such transactions may become at risk of being subject

to filing obligations or being taxed, under Circular 59 or Circular 698 and Circular 7, and may be required to expend valuable resources

to comply with Circular 59, Circular 698 and Circular 7 or to establish that we and our non-resident enterprises should not be taxed

under these circulars, which may have a material adverse effect on our financial condition and results of operations.

PRC tax authorities have the discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital

gains based on the difference between the fair value of the taxable assets transferred and the cost of investment.

If we are considered

a non-resident enterprise under the PRC corporate income tax law and if the PRC tax authorities make adjustments to the taxable income

of the transactions under SAT Circular 59 or Circular 698 and Circular 7, our income tax costs associated with such potential acquisitions

will be increased, which may have an adverse effect on our financial condition and results of operations.

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

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

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

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

decline or become worthless.

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

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

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

regulation and state ownership.

Our post-combination entity’s ability to operate in China may be harmed by changes in its laws

and regulations, including those relating to taxation, environmental regulations, land use rights, property, and other matters.

or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would

require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally

planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic

conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

example, the Chinese cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc.

DIDI) and two days later ordered that the company’s app be removed from smartphone app stores.

On July 24, 2021, the General Office

of the Communist Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further

Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which

foreign investment in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from

such, the post-combination entity’s business segments may be subject to various government and regulatory interference in the provinces

in which they operate.

The post-combination entity could be subject to regulation by various political and regulatory entities, including

various local and municipal agencies and government sub-divisions.

We and our post-combination entity may incur increased costs necessary

to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

it is uncertain when and whether we and our post-combination entity will be required to obtain permission from the PRC government to

exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded.

are currently not required to obtain permission from any of the PRC federal or local government and have not received any denial to list

exchange, our post-combination operations could be adversely affected, directly or indirectly, by existing or future laws

and regulations relating to our business or industry.

laws and regulations governing our post-combination entity’s business operations are sometimes vague and uncertain and any changes

in such laws and regulations may impair our ability to operate profitably.

are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to,

the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances.

The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement

may involve substantial uncertainty.

The effectiveness and interpretation of newly enacted laws or regulations, including amendments

to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently

adopted or interpreted in a manner different from our understanding of these laws and regulations.

New laws and regulations that affect

existing and proposed future businesses may also be applied retroactively.

We cannot predict what effect the interpretation of existing

or new PRC laws or regulations may have on our post-combination entity’s business.

PRC legal system is a civil law system based on written statutes.

Unlike the common law system, prior court decisions under the civil

law system may be cited for reference but have limited precedential value.

Since these laws and regulations are relatively new and the

PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and the

enforcement of these laws, regulations and rules involves uncertainties.

1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.

overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign

investments in China.

However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may

not sufficiently cover all aspects of economic activities in China.

In particular, the interpretation and enforcement of these laws and

regulations involve uncertainties.

Since PRC administrative and court authorities have significant discretion in interpreting and implementing

statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the

level of legal protection we enjoy.

These uncertainties may affect our judgment on the relevance of legal requirements and our ability

to enforce our contractual rights or tort claims.

In addition, the regulatory uncertainties may be exploited through unmerited or frivolous

legal actions or threats in attempts to extract payments or benefits from us.

the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or

at all and may have retroactive effect.

As a result, we may not be aware of our violation of any of these policies and rules until sometime

after the violation.

In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs

and diversion of resources and management attention.

time to time, our post-combination entity may have to resort to administrative and court proceedings to enforce our legal rights.

since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual

terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection our

post-combination entity enjoys than in more developed legal systems.

Furthermore, the PRC legal system is based in part on government

policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect.

we and our post-combination entity may not be aware of our violation of these policies and rules until sometime after the violation.

Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and

procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect

our business and impede our post-combination entity’s ability to continue its operations.

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

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

post-combination entity may conduct most of our operations and most of our revenue is generated in the PRC.

Accordingly, economic, political,

and legal developments in the PRC will significantly affect our post-combination entity’s business, financial condition, results

of operations and prospects.

Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects

on economic conditions in the PRC and the ability of businesses to operate profitably.

Our post-combination entity’s ability to

operate profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations

or their interpretation, particularly those dealing with the Internet, including censorship and other restriction on material which can

be transmitted over the Internet, security, intellectual property, money laundering, taxation and other laws that affect our post-combination

entity’s ability to operate its business.

Chinese government may intervene in or influence a PRC company’s business operations at any time or exert more oversight and control

over offerings conducted overseas and foreign investment in China-based issuers.

This could result in a material change in a PRC company’s

business operations post business combination and/or the value of its securities.

Additionally, governmental and regulatory interference

could significantly limit or completely hinder a target company’s ability to offer or continue to offer securities to investors

post business combination and cause the value of such securities to significantly decline or be worthless.

by the Chinese government in 2021 have indicated an intent to exert more oversight and control over offerings that are conducted overseas

and/or foreign investments in China-based issuers.

The PRC has proposed new rules in 2021 that would require companies collecting or

holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that would significantly

tighten oversight over large China-based internet companies.

On November 14, 2021, the CAC publicly solicited opinion on the Regulation

on Network Data Security Management (Consultation Draft), which stipulated that data processors that undertake data processing activities

using internet networks within China are required to apply for cybersecurity review if it conducts data processing activities that will

or may have an impact on China’s national security.

The review is mandatory if the data processor controls more than 1 million

users’ personal information and intends to be listed in a foreign country, or if the data processor seeks to be listed in Hong

As of the date of this Form 10-K, the Draft Regulation on Network Data Security Management has not been formally adopted.

28, 2021, the CAC, jointly with 12 departments under the State Council, implemented the Measures for Cybersecurity Review, which became

effective on February 15, 2022.

According to the Measures for Cybersecurity Review, operators of critical information infrastructure

purchasing network products and services, and data processors carrying out data processing activities that affect or may affect China’s

national security, are required to conduct a cybersecurity review.

Operators, including operators of critical information infrastructure

and data processors, who control more than 1 million users’ personal information must report to the Cyber Security Review Office

for a cybersecurity review if it intends to be listed in a foreign country.

June 10, 2021, the Standing Committee of the PRC National People’s Congress, or SCNPC, promulgated the PRC Data Security Law, which

took effect in September 2021.

The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying

out data activities and introduces a data classification and hierarchical protection system based on the importance of data in economic

and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests

of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used.

The PRC Data Security

Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions

on certain data and information.

On August 20, 2021, the SCNPC adopted the Personal Information Protection Law, which took effect as

of November 1, 2021.

The Personal Information Protection Law includes the basic rules for personal information processing, the rules

for cross-border provision of personal information, the rights of individuals in personal information processing activities, the obligations

of personal information processors, and the responsibilities for collection, processing, and use of personal information.

laws, regulations, or policies in the PRC could change rapidly in the future, any future action by the PRC government expanding the categories

of industries, persons and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly

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

to significantly decline or be worthless.

Since none of our officers and directors has engaged in data activities or the processing of

personal information in China, we believe our officers and directors are in full compliance with the regulations and policies that have

been issued by the CAC to date.

if we do not undertake an initial business combination with any entity that is based or located in or that conducts its principal business

operations in China (including Hong Kong and Macau), our potential target may, or its customers, vendors or business partners may, collect

or generate data in China.

Given that the PRC authorities have significant discretion in interpreting and applying the relevant cybersecurity

and data laws and regulations, there is a risk that any potential target business of ours may be subject to cybersecurity review or other

regulatory actions even though it is not based or located in and does not conduct its principal business operations in China;

the event of such a review, our consummation of a business combination could be materially delayed.

To avoid such risk, we may avoid

completing an initial business combination with such a target business and instead pursue other opportunities, which may limit the pool

of attractive targets.

As a result, our search for a target company may be adversely affected.

PRC governmental authorities may take the view now or in the future that an approval from them is required for an overseas offering by

a company affiliated with Chinese businesses or persons or a business combination with a target business based in and primarily operating

M&A Rules include, among other things, provisions that purport to require that an offshore special purpose vehicle formed for the

purpose of an overseas listing of securities in a PRC company obtain the approval of the CSRC prior to the listing and trading of such

special purpose vehicle’s securities on an overseas stock exchange.

On September 21, 2006, the CSRC published on its official website

procedures specifying documents and materials required to be submitted to it by special purpose vehicles seeking CSRC’s approval

of overseas listings.

However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules and the CSRC

approval requirement to offshore special purpose vehicles.

except for emphasizing the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision

over overseas listings by Chinese companies, the Opinions, which was made available to the public on July 6, 2021, also provides that

the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will

clarify the duties of domestic regulatory authorities.

December 24, 2021, the State Council published the draft Administrative Provisions on the Overseas Issuance and Listing of Securities

by Domestic Companies (Draft for Comments) (the “Administrative Provisions”), and the CSRC published the draft Measures for

Record-filings of the Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments) (the “Administrative

Measures”), for public comment.

Pursuant to Article 2 of the Administrative Provisions, domestic enterprises that (i) offer shares,

depository receipts, convertible notes or other equity securities overseas, or (ii) list securities on an overseas stock exchange, must

complete record-filing procedures and report the relevant information to the CSRC.

The CSRC shall determine the record-filing method.

Pursuant to the Article 2 of the Administrative Measures, domestic enterprises that directly or indirectly offer or list securities on

an overseas stock exchange shall file with the CSRC within three business days after submitting their initial public offering and/or

listing application documents.

The requested filing documents include but are not limited to:

(1) a filing report and related undertakings;

(2) regulatory opinions, filing or approval documents issued by the relevant authorities (if applicable);

(3) security review opinions

issued by the relevant authorities, if applicable;

(4) a PRC legal opinion;

and (5) a prospectus.

December 27, 2021, the NDRC and the MOFCOM jointly promulgated the Special Administrative Measure (Negative List) for the Access of Foreign

Investment (2021 Version), or the Negative List, which became effective on January 1, 2022.

According to Article 6 of the Negative List,

domestic enterprises engaging in businesses in which foreign investment is prohibited shall obtain approval from the relevant authorities

before offering and listing their shares on an overseas stock exchange.

In addition, certain foreign investors shall not be involved

in the operation or management of the relevant enterprise, and shareholding percentage restrictions under relevant domestic securities

investment management regulations shall apply to such foreign investors.

on our understanding of the current PRC laws and regulations in effect at the time of this Form 10-K, no prior permission is required

under the M&A Rules, the Opinions or the Negative List from any PRC governmental authorities (including the CSRC) for consummating

our Initial Public Offering by our company, given that:

(a) the CSRC currently has not issued any definitive rule or interpretation concerning

whether offerings like ours under this Form 10-K are subject to the M&A Rules;

and (b) our company is a blank check company incorporated

in the Cayman Islands rather than China and currently the company conducts no business in China.

However, there remains some uncertainty

as to how the M&A Rules, the Opinions, or the Administrative Provisions and the Administrative Measures, if enacted, will be interpreted

or implemented in the context of an overseas offering or if we decide to consummate the business combination with a target business based

in and primarily operating in China.

If the CSRC or another PRC governmental authority subsequently determines that its approval is needed

for our Initial Public Offering, or a business combination with a target business based in and primarily operating in China, we may face

approval delays, adverse actions or sanctions by the CSRC or other PRC governmental authorities.

In any such event, these governmental

authorities may delay our Initial Public Offering or a potential business combination, impose fines and penalties, limit our operations

in China, or take other actions that could materially adversely affect our business, financial condition, results of operations, reputation

and prospects, as well as the trading price of our securities.

of the date of this Form 10-K, we have not received any inquiry, notice, warning, sanctions or regulatory objection to our Initial Public

Offering from the CSRC or any other PRC governmental authorities.

company is a blank check company incorporated under the laws of the Cayman Islands.

We currently do not hold any equity interest in any

PRC company or operate any business in China.

Therefore, we are not required to obtain any permission from any PRC governmental authorities

to operate our business as currently conducted.

If we decide to consummate our business combination with a target business based in and

primarily operating in China, the combined company’s business operations in China through its subsidiaries are subject to relevant

requirements to obtain applicable licenses from PRC governmental authorities under relevant PRC laws and regulations.

we select a business combination target that operates in the PRC, the approval of the China Securities Regulatory Commission (the “CSRC”),

the Cybersecurity Review Office (“CRO”), the Central Cyberspace Affairs Commission and/or other PRC authority may be required

for our initial business combination under PRC law.

Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”) requires overseas

special purpose vehicles that are controlled by PRC companies or individuals formed for the purpose of seeking a public listing on an

overseas stock exchange through acquisitions of PRC domestic companies using shares of such special purpose vehicles or held by their

shareholders as considerations to obtain the approval of the CSRC, prior to the listing and trading of such special purpose vehicle’s

securities on an overseas stock exchange.

However, the application of the M&A Rules remains unclear.

If CSRC approval is required

for our initial business combination, it is uncertain whether it would be possible for us to obtain the approval.

Any failure to obtain

or delay in obtaining CSRC approval for our initial business combination would subject us to sanctions imposed by the CSRC and other

PRC regulatory agencies.

Additionally,

on July 10, 2021, the Cybersecurity Administration of China released a draft of the revised Cybersecurity Review Measures for public

consultation until July 25, 2021 (the “2021 Measures”).

The 2021 Measures apply to any business operator that holds the personal

information of more than one million users when it intends to seek a foreign listing.

Upon receipt of an application, if the CRO decides

to conduct a review, the CRO will complete a preliminary review and send recommendations to a designated body of members of the network

security review mechanism and certain government departments for further consideration.

The CSRC has been added in the 2021 Measures

to the list of mainland Chinese authorities that are to be involved in formulating the national network security review mechanism.

means that the CSRC can instruct the CRO to obtain approval from the Central Cyberspace Affairs Commission to conduct a cybersecurity

review of any proposed foreign public offering of a mainland Chinese operator where the capital markets regulator considers the listing

affects or is likely to affect China’s national security.

The proposed rules might impact the timetable of our initial business

combination and the certainty of our initial business combination, if the target company we have identified is subject to the 2021 Measures

or the final Cybersecurity Review Measures.

regulations or regulatory actions in the PRC could affect the timetable and closing certainty of our Initial Public Offering and/or our

initial business combination.

on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council of

the PRC jointly issued the “Opinion on Strictly Punishing Illegal Securities Activities according to Law” (《关于依法从严打击证券违法活动的意见》)

(the “Opinion”).

The Opinion specifies the target of upgrading the securities law-enforcement and judicial systems by 2022

and 2025, including effectively curbing the frequent occurrence of major illegal and criminal cases, as well as making notable advances

in the transparency, standardization and credibility in the securities law-enforcement and judicial system.

In particular, Clause 5 of

the Opinion is entitled “Further Enhancing Cross-Border Regulatory Oversight, Enforcement and Judicial Cooperation.” The

Opinion may require or facilitate further regulations or regulatory actions applicable to Chinese companies seeking to be listed overseas,

including in the U.S., which regulations could be applicable to our Initial Public Offering, our initial business combination or the

target company we identify and impact the timetable and closing certainty of our Initial Public Offering and/or our initial business

M&A Rules and certain other People’s Republic of China regulations establish complex procedures for some acquisitions of Chinese

companies by foreign investors, which could make it more difficult for us to pursue an acquisition in China.

M&A Rules and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements

that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some

instances that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC

domestic enterprise.

Moreover, the Anti-Monopoly Law requires that the MOFCOM shall be notified in advance of any concentration of undertaking

if certain thresholds are triggered.

In addition, the security review rules issued by the MOFCOM that became effective in September 2011

specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers

and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security”

concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including

by structuring the transaction through a proxy or contractual control arrangement.

In the future, we may acquire a complementary business.

Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming,

and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our

ability to complete such transactions, which could affect our ability to complete our initial business combination.

uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and how it may impact our ability

to pursue an acquisition in China.

March 15, 2019, the PRC National People’s Congress approved the Foreign Investment Law, which came into effect on January 1, 2020

and replaces the trio of existing laws regulating foreign investment in the PRC, namely, the Sino-Foreign Equity Joint Venture Enterprise

Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-Invested Enterprise Law, together with their implementation

rules and ancillary regulations and become the legal foundation for foreign investment in the PRC.

Meanwhile, the Implementation Regulation

of the Foreign Investment Law and the Measures for Reporting of Information on Foreign Investment came into effect as of January 1, 2020,

which clarified and elaborated the relevant provisions of the Foreign Investment Law.

Foreign Investment Law sets out the basic regulatory framework for foreign investments and proposes to implement a system of pre-entry

national treatment with a negative list for foreign investments, pursuant to which (i) foreign entities and individuals are prohibited

from investing in the areas that are not open to foreign investments, (ii) foreign investments in the restricted industries must satisfy

certain requirements under the law, and (iii) foreign investments in business sectors outside of the negative list will be treated equally

with domestic investments.

The Foreign Investment Law also sets forth necessary mechanisms to facilitate, protect and manage foreign

investments and proposes to establish a foreign investment information reporting system, through which foreign investors or foreign-invested

enterprises are required to submit initial report, report of changes, report of deregistration and annual report relating to their investments

to the Ministry of Commerce, or MOFCOM, or its local branches.

after our initial business combination, substantially all of our assets will be located in China and substantially all of our revenue

will be derived from our operations there, our results of operations and prospects and trading prices of our securities will be subject,

to a significant extent, to the economic, political and legal policies, developments and conditions in China as well as litigation and

publicity surrounding China-based companies listed in the United States.

economic, political and social conditions, as well as government policies, of China could affect our business.

The economies in Asia

differ from the economies of most developed countries in many respects.

For the most part, such economies have grown at a rate in excess

of the United States;

however, (1) such economic growth has been uneven, both geographically and among various sectors of the economy

and (2) such growth may not be sustained in the future.

If in the future such country’s economy experiences a downturn or grows

at a slower rate than expected, there may be less demand for spending in certain industries.

A decrease in demand for spending in certain

industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial

business combination and if we effect our initial business combination, the ability of that target business to become profitable.

believe that litigation and negative publicity surrounding companies with operations in China that are listed in the United States have

negatively impacted stock prices for these companies.

Various equity-based research organizations have published reports on China-based

companies after examining their corporate governance practices, related party transactions, sales practices and financial statements,

and these reports have led to special investigations and listing suspensions on U.S.

national exchanges.

Any similar scrutiny of our

assets and operation, in China, if any, regardless of its lack of merit, could result in a diversion of management resources and energy,

potential costs to defend ourselves against rumors, decreases and volatility in the trading price of our securities, and increased directors

and officers insurance premiums and could have an adverse effect upon our business, including our results of operations, financial condition,

cash flows and prospects.

economic, political and social conditions, as well as changes in any government policies, laws, and regulations, could have a material

adverse effect on our business.

substantial portion of our operations may be conducted in China, and a significant portion of our net revenues may be derived from customers

where the contracting entity is located in China.

Accordingly, our business, financial condition, results of operations, prospects, and

certain transactions we may undertake may be subject, to a significant extent, to economic, political, and legal developments in China.

economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level

of development, growth rate, control of foreign exchange and allocation of resources.

While the PRC economy has experienced significant

growth in the past two to three decades, growth has been uneven, both geographically and among various sectors of the economy.

for target services and products depends, in large part, on economic conditions in China.

Any slowdown in China’s economic growth

may cause our potential customers to delay or cancel their plans to purchase our services and products, which in turn could reduce our

net revenues.

China’s economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government

continues to play a significant role in regulating industry development by imposing industrial policies.

The PRC government also exercises

significant control over China’s economic growth through allocating resources, controlling the incurrence and payment of foreign

currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

Changes in any of these policies, laws and regulations could adversely affect the economy in China and could have a material adverse

effect on our business.

PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation

of financial and other resources.

However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce

new measures that will have a negative effect on us.

China’s social and political conditions may change and become unstable.

sudden changes to China’s political system or the occurrence of widespread social unrest could have a material adverse effect on

our business and results of operations.

may face additional and distinctive risks if we acquire a financial technology business.

combinations with financial technology businesses may involve special considerations and risks.

If we complete our initial business combination

with a financial technology business, we will be subject to the following risks, any of which could be detrimental to us and the business

the company or business we acquire provides products or services which relate to the facilitation of financial transactions, such

as funds or securities settlement system, and such product or service fails or is compromised, we may be subject to claims from both

the firms to whom we provide our products and services and the clients they serve;

we are unable to keep pace with evolving technology and changes in the financial services industry, our revenues and future prospects

ability to provide financial technology products and services to customers may be reduced or eliminated by regulatory changes;

business or company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data;

with any products or services we provide could damage our reputation and business;

failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business;

may not be able to protect our intellectual property and we may be subject to infringement claims;

and any business or company we acquire may not be able to adapt to the complex and evolving regulatory environment for financial

technology services in China.

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

However, our efforts in identifying

prospective target businesses will not be limited to financial technology businesses.

Accordingly, if we acquire a target business in

another industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in

which we operate or target business which we acquire, none of which can be presently ascertained.

we merge with a China-based operating company, then PRC regulation on loans to, and direct investment in, PRC entities by offshore holding

companies and governmental control in currency conversion may delay or prevent us from making loans to or making additional capital contributions

to our PRC entity, if any, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

are an exempted company incorporated in the Cayman Islands with limited liability structured as a blank check company and may conduct

our operations in China through a PRC entity.

As permitted under PRC laws and regulations, we may make loans to our PRC entity subject

to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our PRC entity.

Furthermore, loans by us to our PRC entity to finance its activities cannot exceed the difference between their respective total project

investment amount and registered capital or 2.5 times of their net worth and capital contributions to our PRC entity will be subject

to the requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System and registration

with other governmental authorities in China.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement

of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant

Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested

Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration

of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration

of Certain Capital Account Foreign Exchange Businesses.

According to SAFE Circular 19, the flow and use of the RMB capital converted

from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used

for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of bank loans that have been transferred

to a third party.

Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested

enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated

capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope.

Thus, it is unclear

whether the SAFE will permit such capital to be used for equity investments in the PRC in actual practice.

The SAFE promulgated the Notice

of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital

Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes

the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company

to issue RMB entrusted loans to a prohibition against using such capital to grant loans to non-associated enterprises.

Violations of

SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties.

SAFE Circular 19 and SAFE Circular 16 may significantly

limit our ability to transfer any foreign currency we hold, including the net proceeds from our Initial Public Offering, to our PRC entity,

which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding

companies, and the fact that the PRC government may at its discretion restrict access to foreign currencies for current account transactions

in the future, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government

approvals on a timely basis, if at all, with respect to future loans by us to our PRC entity or with respect to future capital contributions

by us to our PRC entity.

If we merge with a China-based operating company, and if we fail to complete such registrations or obtain such

approvals, our ability to use the proceeds from our Initial Public Offering and to capitalize or otherwise fund our PRC operations may

be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

we successfully consummate a business combination with a target business with primary operations in the PRC, we will be subject to restrictions

on dividend payments following consummation of our initial business combination.

we consummate our initial business combination, we may rely on dividends and other distributions from our operating company to provide

us with cash flow and to meet our other obligations.

Current regulations in China would permit our operating company in China to pay

dividends to us only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards

and regulations.

addition, our operating company in China will be required to set aside at least 10% (up to an aggregate amount equal to half of its registered

capital) of its accumulated profits each year.

Each of our PRC subsidiaries as a foreign invested enterprise, is also required to further

set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined

at its discretion.

Such cash reserve may not be distributed as cash dividends.

In addition, if our operating company in China incurs

debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments

addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable

to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties

or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises

are incorporated.

control of currency conversion may limit our ability to utilize our net revenue effectively and affect the value of your investment.

our initial business combination with a PRC target company, we will be subject to the PRC’s rules and regulations on currency conversion.

In the PRC, the SAFE regulates the conversion of the Renminbi into foreign currencies.

The PRC government imposes controls on the convertibility

of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China.

PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and

service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain

procedural requirements.

Under existing exchange restrictions, without prior approval of SAFE, cash generated from PRC subsidiaries in

China may be used to pay dividends.

approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency

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

The PRC government

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

If the foreign exchange control

system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not pay dividends in

foreign currencies to our shareholders.

regulatory authorities could impose further restrictions on the convertibility of the Renminbi.

Any future restrictions on currency exchanges

may limit our ability to use the proceeds of our Initial Public Offering in an initial business combination with a PRC target company

and the use our cash flow for the distribution of dividends to our shareholders or to fund operations we may have outside of the PRC.

we merge with a China-based operating company, then there are significant uncertainties under the PRC Enterprise Income Tax Law relating

to the withholding tax liabilities of the PRC entity, and dividends payable by the PRC entity to our offshore entity may not qualify

for certain treaty benefits.

the PRC Enterprise Income Tax Law (“PRC EIT Law”) and its implementation rules, if following our initial business combination

we are a non-resident enterprise, that is, an enterprise lawfully incorporated pursuant to the laws of a foreign country (region) that

has an office or premises established in China with no actual management functions performed in China, or an enterprise that has income

derived from or accruing in China although it does not have an office or premises in China, will be subject to a withholding tax rate

Under the Notice of the State Administration of Taxation on Issues regarding the Administration of the Dividend Provision in

Tax Treaties promulgated on February 20, 2009, the taxpayer needs to satisfy certain conditions to utilize the benefits under a tax treaty.

These conditions include:

(1) the taxpayer must be the beneficial owner of the relevant dividends, and (2) the corporate shareholder

to receive dividends from the PRC entity must have continuously met the direct ownership thresholds during the 12 consecutive months

preceding the receipt of the dividends.

Further, under Announcement of the State Administration of Taxation on Issues Relating to “Beneficial

Owner” in Tax Treaties, which took effect on April 1, 2018, a “Beneficial Owner” shall mean a person who has ownership

and control over the income and the rights and property from which the income is derived.

To determine the “beneficial owner”

status of a resident of the treaty counterparty who needs to take advantage of the tax treaty benefits, a comprehensive analysis shall

be carried out, taking into account actual conditions of the specific case.

to a lower tax rate on dividends according to tax treaties or arrangements between the PRC central government and governments of other

countries or regions is subject to Announcement of State Taxation Administration on Promulgation of the Administrative Measures on Non-resident

Taxpayers Enjoying Treaty Benefits, or Circular 35.

Circular 35 provides that non-resident enterprises are not required to obtain pre-approval

from the relevant tax authority in order to enjoy the reduced withholding tax.

Instead, non-resident enterprises and their withholding

agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply

the reduced withholding tax rate, and file necessary forms and supporting documents when performing tax filings, which will be subject

to post-tax filing examinations by the relevant tax authorities.

addition, in response to the persistent capital outflow in China and the RMB’s depreciation against the U.S.

dollar in the fourth

quarter of 2016, the People’s Bank of China and SAFE promulgated a series of capital control measures in early 2017, including

stricter vetting procedures for domestic companies to remit foreign currency for overseas investments, dividends payments and shareholder

loan repayments.

The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process

may be put forward by SAFE for cross-border transactions falling under both the current account and the capital account.

Any limitation

on the ability of us to pay dividends or make other kinds of payments to us following our initial business combination could materially

and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or

otherwise fund and conduct our business.

laws and regulations, including the Holding Foreign Companies Accountable Act and Accelerating Holding Foreign Companies Accountable

Act, may restrict or eliminate our ability to complete a business combination with certain companies.

developments in U.S.

laws may restrict our ability or willingness to complete certain business combinations with companies.

For instance,

the recently enacted Holding Foreign Companies Accountable Act (“HFCAA”) would restrict our ability to consummate a business

combination with a target business unless that business met certain standards of the PCAOB and would require delisting of a company from

national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years.

also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically,

those based in China.

Furthermore, on June 22, 2021, the U.S.

Senate passed the Accelerating Holding Foreign Companies Accountable Act

(“AHFCAA”), which, if signed into law, would amend the HFCAA and require the SEC to prohibit an issuer’s securities

from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three

consecutive years.

documentation we may be required to submit to the SEC proving certain beneficial ownership requirements and establishing that we are

not owned or controlled by a foreign government in the event that we use a foreign public accounting firm not subject to inspection by

the PCAOB or where the PCAOB is unable to completely inspect or investigate our accounting practices or financial statements because

of a position taken by an authority in the foreign jurisdiction could be onerous and time-consuming to prepare.

HFCAA mandates the SEC

to identify issuers of SEC-registered securities whose audited financial reports are prepared by an accounting firm that the PCAOB is

unable to inspect due to restrictions imposed by an authority in the foreign jurisdiction where the audits are performed.

If such identified

issuer’s auditor cannot be inspected by the PCAOB for three consecutive years, the trading of such issuer’s securities on

national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.

March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements

of the HFCAA.

We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year under

a process to be subsequently established by the SEC.

On June 22, 2021, the U.S.

Senate passed a bill which, if passed by the U.S.

of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions

under the HFCAA from three years to two.

November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable

Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether it is unable to inspect

or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or

more authorities in that jurisdiction.

December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the Holding

Foreign Companies Accountable Act.

The rules apply to registrants that the SEC identifies as having filed an annual report with an audit

report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or

investigate completely because of a position taken by an authority in foreign jurisdictions.

December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered

public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by Chinese authorities in those

jurisdictions.

The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its

responsibilities under the HFCAA.

The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject

to the Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively.

August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance

of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered

in mainland China and Hong Kong completely, consistent with U.S.

The Statement of Protocol gives the PCAOB sole discretion to select

the firms, audit engagements and potential violations it inspects and investigates and put in place procedures for PCAOB inspectors and

investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed.

addition, the Statement of Protocol grants the PCAOB direct access to interview and take testimony from all personnel associated with

the audits the PCAOB inspects or investigates.

While significant, uncertainties still exist as to how the Statement of Protocol will

be implemented and whether the applicable parties will comply with the framework.

auditor UHY LLP is headquartered in New York, NY, and was not identified in the PCAOB’s report as a firm subject to the PCAOB’s

determination.

However, if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of

a position taken by an authority in a foreign jurisdiction (including, without limitation, PRC government), we will be required by the

HCFAA and, if enacted, the AHFCAA, to delist from Nasdaq because the PCAOB is unable to conduct inspections on such auditor, and our

securities are unable to be listed on another securities exchange by the time of such potential delisting, then such a delisting would

substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated

with a potential delisting would have a negative impact on the price of our securities.

the event that we complete a business combination with a company with substantial operations in a foreign jurisdiction and any of the

legislative actions or regulatory changes discussed above were to proceed in ways that are detrimental to issuers based in that jurisdiction,

it could cause us to fail to be in compliance with U.S.

securities laws and regulations, we could cease to be listed on a U.S.

exchange, and U.S.

trading of our shares could be prohibited.

Any of these actions, or uncertainties in the market about the possibility

of such actions, could adversely affect our prospects to successfully complete a business combination, our access to the U.S.

markets and the price of our shares.

developments in U.S.

laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.) 13959,

“Addressing the Threat from Securities Investments That Finance Communist Chinese Military Companies,” may further restrict

our ability to complete a business combination with certain businesses.

Unanticipated

changes in our effective tax rate or challenges by tax authorities could harm our future results.

may become subject to income taxes in various other jurisdictions in the future.

Our effective tax rate could be adversely affected by

changes in the allocation of our pre-tax earnings and losses among countries with differing statutory tax rates, in certain non-deductible

expenses as a result of acquisitions, in the valuation of our deferred tax assets and liabilities, or in federal, state, local or non-U.S.

tax laws and accounting principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents.

Increases in our effective tax rate would adversely affect our operating results.

In addition, we may be subject to income tax audits

by various tax jurisdictions throughout the world.

The application of tax laws in such jurisdictions may be subject to diverging and

sometimes conflicting interpretations by tax authorities in these jurisdictions.

Although we believe our income tax liabilities are reasonably

estimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions

in any period could have a material impact on the results of operations for that period.

we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to

protect your rights through the U.S.

federal courts may be limited.

are an exempted company incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service

of process within the United States upon our directors or executive officers, or enforce judgments obtained in the U.S.

courts against

our directors or officers.

corporate affairs will be governed by our Second Amended and Restated Memorandum and Articles of Association, as amended, 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

your ability to protect your rights through the U.S.

Federal courts may be limited.

Chairman of the Board, Pengfei Zheng, and two of our directors, Shu Wang and Li (Helen) Wei, are residents of China.

China has no arrangement

for the reciprocal enforcement of judgments with the United States.

PRC courts may only recognize and enforce foreign judgments in accordance

with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made

or on principles of reciprocity between jurisdictions.

This is reflected in a number of bilateral treaties signed by China, which provide

that lack of jurisdiction of the judgment court can be a ground for refusal.

Further, a foreign judgment cannot be recognized and enforced

in China if a Chinese court has rendered a judgment on the same subject matter or recognized and enforced another foreign judgment or

arbitral award on the same subject matter.

In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a

foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws

or national sovereignty, security, or public interest.

China has no treaties or other forms of written arrangement with the United States

that provide for the reciprocal recognition and enforcement of foreign judgments.

As a result, it may be difficult for investors to effect

service of process within the United States upon us or our Chairman and our directors who are residents of China, or to enforce judgments

in China (including Hong Kong and Macau) that are obtained in U.S.

courts against us or such individuals, including judgments predicated

upon the civil liability provisions of the securities laws of the United States or any state thereof.

Even with proper service of process,

the enforcement of judgments obtained in U.S.

courts or foreign courts based on the civil liability provisions of the U.S.

federal securities

laws would be extremely difficult given the PRC Civil Procedures Law and the lack of a treaty or principles of reciprocity providing

for the recognition and enforcement of U.S.

Furthermore, there would be added costs and issues with bringing an original action

in foreign courts to enforce liabilities based on the U.S.

federal securities laws against us or our officers and directors, and they

still may be fruitless.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results

with respect to the portion of our revenue attributable to sharing agreement from related party, versus hardware and other

● fluctuations

in demand, including due to seasonality, for our products;

in pricing by us in response to competitive pricing actions;

ability of our hardware vendors to continue to manufacture high-quality products and to supply

sufficient products to meet our demands;

timing and success of introductions of new products, products or upgrades by us or our competitors;

in our business and pricing policies or those of our competitors;

ability to control costs, including our operating expenses and the costs of the hardware

● the impact of tariffs, trade restrictions, or changes in international trade policies, including increased import

duties on components or finished goods, which may increase our cost of hardware, disrupt our supply chain, or require us to adjust pricing

or sourcing strategies;

● competition,

including entry into the industry by new competitors and new offerings by existing competitors;

ability to successfully manage any future acquisitions of businesses;

related to introductions of new or improved products such as shortages of prior generation

products or short-term decreased demand for next generation products;

amount and timing of expenditures, including those related to expanding our operations, increasing

research and development, introducing new products or paying litigation expenses;

ability to effectively manage growth within existing and new markets domestically and abroad;

strength of regional, national and global economies;

impact of natural disasters or manmade problems.

operating results may fluctuate due to seasonality.

quarterly and annual operating results have fluctuated in the past and likely will fluctuate in the future.

The demand for our products

is driven largely by the demand for the end-product applications that are powered by our products which can vary on seasonality.

high demand from our customers in holiday seasons such as the third and fourth quarters in a year compared to lower demand in the first

and second quarters in a year.

have a history of net losses.

The Company incurred a net loss of $24,817,342 for the year ended December 31, 2025, and had net

losses in 2024 and 2023.

We have historically funded our operations and capital needs primarily through borrowings from a related

party, Ants Technology (HK) Limited (“Ants”).

There can be no assurance that AMC will be successful in achieving its

strategic plans, that AMC’s future capital raises will be sufficient to support its ongoing operations, or that any additional

financing will be available in a timely manner or with acceptable terms, if at all.

If AMC is unable to raise sufficient financing

or events or circumstances occur such that AMC does not meet its strategic plans, it would have a material adverse effect on

AMC’s financial position, results of operations, cash flows, and ability to achieve its intended business

to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material

adverse effect on our business and stock price.

connection with the audits of our consolidated financial statements as of and for the years ended December 31, 2025 and 2024, we and

our independent registered public accounting firm identified four material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal controls, such that there is a reasonable possibility

that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

material weaknesses that have been identified for AMC are as follows:

Lack of Experienced Accounting Team — AMC lacks qualified in-house accounting staff and resources with adequate knowledge of

A third-party consulting firm has been engaged to prepare financial statements and footnote disclosures in accordance

Lack of Duty Segregations — The Company separates the duties at certain areas, but there is only one person responsible for

various functions of the Company, including processing payments and Human Resource functions.

All other individuals involved in

these processes are engaged through independent contractor roles.

Lack of sufficient inventory management process and control system — AMC does not have a sufficient inventory management

process or control system.

Lack of proper approval for related party transactions — AMC lacks a formal approval process for related party

transactions.

remediate our material weaknesses, we have begun and will continue to:

(1) hire additional qualified accounting staff with appropriate

knowledge and experience in U.S.

GAAP and SEC financial reporting requirements, while strengthening period-end financial reporting controls

and procedures;

(2) establish an ongoing program to provide adequate training for financial reporting and accounting personnel, particularly

GAAP and SEC requirements;

(3) assign clear roles and responsibilities to accounting staff and the management team to establish

segregation of duties and improve inventory processes;

and (4) implement a thorough review and approval process for related party transactions.

we cannot assure that we will remediate our material weaknesses in a timely manner, or at all.

If we fail to implement and maintain effective

internal controls to remediate the material weaknesses over financial reporting, we may be unable to accurately report our results of

operations, meet our reporting obligations or prevent fraud.

As a result, investors may lose confidence in the accuracy and completeness

of our financial reports and the price of our Common Stock could be negatively affected.

We could also become subject to investigations

by the SEC, Nasdaq or other regulatory authorities, which could require additional financial and management resources.

In addition, if

we fail to remedy any material weakness, our financial statements could be inaccurate and we could face restricted access to capital

are exposed to risks relating to price fluctuations of hardware cost.

of hardware have a significant impact on our cost of sales.

In 2025, costs of hardware accounted for 78% of the final price sold in the

market for the period, as compared to 81% in 2024.

Parts and accessories for our products primarily include lenses, lithium

batteries, infrared sensors and integrated chips.

The current or expected supply of our key hardware parts and accessories may fluctuate

depending on a number of factors beyond our control, including but not limited to the availability of resources in the supplier market,

market demand, market disruptions, natural disasters and other factors.

Government tariffs that are imposed may also impact the availability

and cost of our key hardware parts and accessories.

We may not be able to obtain stable, high-quality parts and accessories at reasonable

If prices rise, it would have a material adverse effect on our operating results.

markets in which we participate are highly competitive and many companies, including large technology companies, are actively targeting

the home automation, security monitoring and video monitoring markets.

If we are unable to compete effectively with these companies,

our sales and profitability could be adversely affected.

compete in several markets, including home automation, security monitoring and video monitoring.

The markets in which we participate

are highly competitive and competition may intensify in the future.

ability to compete depends on a number of factors, including:

platform and products functionality, performance, ease of use, reliability, availability

and cost effectiveness relative to that of our competitors products;

success in utilizing new and proprietary technologies to offer products and features previously

not available in the marketplace;

success in identifying new markets, applications and technologies;

ability to attract and retain partners;

name recognition and reputation;

ability to recruit software engineers and sales and marketing personnel;

ability to protect our intellectual property.

may prefer to purchase from their existing suppliers rather than a new supplier regardless of product performance or features.

event a consumer decides to evaluate a new product or a solution, the consumer may be more inclined to select one of our competitors

whose product offerings are broader than those that we offer.

business tactics by our competitors may reduce our revenue.

competition in the markets in which we compete may result in aggressive business tactics by our competitors, including:

at a discount;

products similar to our platform and products on a bundled basis at lower prices;

competing products combined with extensive marketing efforts;

financing incentives to consumers;

intellectual property rights irrespective of the validity of the claims.

service providers may switch and offer the products and services of competing companies, which would adversely affect our sales and profitability.

Competition from other companies may also adversely affect our negotiations with service providers and suppliers, including, in some

cases, requiring us to lower our prices.

Opportunities to take market share using innovative products, services and sales approaches

may also attract new entrants to the field.

We may not be able to compete successfully with the offerings and sales tactics of other

companies, which could result in the loss of service providers offering our platform and products and, as a result, our revenue and profitability

could be adversely affected.

If we fail to compete successfully against our current and future competitors, or if our current or future competitors employ

aggressive business tactics, including those described above, demand for our platforms and products could decline, we could

experience cancellations of our services to consumers, or we could be required to reduce our prices or increase our

receive a substantial portion of our revenue from a limited number of service providers, and the loss of, or a significant reduction

in, orders from one or more of our major service providers would result in decreased revenue and profitability.

success is highly dependent upon establishing and maintaining successful relationships with a variety of service providers.

enter into agreements with our service providers outlining the terms of our relationship, including service provider pricing commitments,

maintenance and support requirements.

These contracts typically have an initial term of three years, with subsequent renewal terms.

we have developed a network of service providers, we receive a substantial portion of our revenue from a limited number of service providers.

For the fiscal year ended December 31, 2025, one customer, Kami Vision Incorporated (“Kami”), a related party to AMC, contributed

approximately 52% of AMC’s revenue and accounted for 79% of AMC’s accounts receivable at December 31, 2025.

The loss of one

or more key service provider, a reduction in sales through any major service provider, the inability of any customer to fulfill

its financial obligations or the inability or unwillingness of any of our major service provider to pay for our products reduce our revenue

and could impair our profitability.

Additionally, this concentration exposes AMC to potential collection risks and could increase its

vulnerability to any economic downturns or operational disruptions affecting key customers.

or other strategic transactions involving our competitors could weaken our competitive position, which could adversely affect our ability

to compete effectively and harm our results of operations.

industry is highly fragmented, and we believe it is likely that some of our existing competitors will consolidate or be acquired.

addition, some of our competitors may enter into new alliances with each other or may establish or strengthen cooperative relationships

with systems integrators, third-party consulting firms or other parties.

Any such consolidation, acquisition, alliance or cooperative

relationship could adversely affect our ability to compete effectively and lead to pricing pressure and our loss of market share and

could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our business,

results of operations and financial condition.

significant decline in subscriber retention, renewal rates, or usage of services provided by our business partners would have an adverse

effect on our business, financial condition and operating results.

significant portion of our revenue is derived from arrangements with related-party service providers, including SaaS and platform-based

services offered by such provider.

Our revenue is therefore dependent, in part, on the number of active subscribers to these services

and their level of usage of platform features.

Subscribers may elect to terminate or reduce their use of such services at any time.

the related party service provider is unable to attract, retain, or expand their subscriber base, or if subscriber engagement declines,

our revenue and ability to grow could be adversely affected.

do not control the contractual relationship between the related party service provider and their subscribers, and we do not independently

determine renewal rates.

As a result, we have limited visibility into, and ability to influence, subscriber retention and renewal trends.

Accordingly, we may not be able to accurately predict future trends in renewals, usage, or churn associated with these services.

may choose not to renew their contracts or may reduce usage for a variety of reasons, including dissatisfaction with the service, pricing

considerations, reduced discretionary spending, or a belief that competing services provide better value.

In addition, subscriber behavior

may be affected by factors outside of our or our business partners’ control, such as changes in economic conditions, relocation,

or the dissolution of a business.

significant decline in subscriber retention, renewal rates, or usage levels associated with this related party services would have an

adverse effect on our business, financial condition, and operating results.

we are unable to develop new products, sell our platform and products into new markets or further penetrate our existing markets, our

revenue may not grow as expected.

ability to increase sales will depend in large part on our ability to enhance and improve our platform and products, introduce new products

in a timely manner, sell into new markets and further penetrate our existing markets.

The success of any enhancement or new solution

or service depends on several factors, including the timely completion, introduction and market acceptance of enhanced or new products,

the ability to maintain and develop relationships with service providers, the ability to attract, retain and effectively train sales

and marketing personnel and the effectiveness of our marketing programs.

Any new product or service we develop or acquire may not be

introduced in a timely or cost-effective manner, and may not achieve the broad market acceptance necessary to generate significant revenue.

Any new markets into which we attempt to sell our platform and products, including new vertical markets and new countries or regions,

may not be receptive.

Our ability to further penetrate our existing markets depends on the quality of our platform and products and our

ability to design our platform and products to meet consumer demand.

rely on wireless carriers to provide access to wireless networks through which we provide our wireless alarm, notification and intelligent

automation services, and any interruption of such access would impair our business.

rely on wireless carriers to provide access to wireless networks for machine-to-machine data transmissions, which are an integral

part of our services.

Our wireless carriers may suspend wireless service to expand, maintain or improve their networks.

suspension or other interruption of services would adversely affect our ability to provide our services to our service providers and

subscribers and may adversely affect our reputation.

In addition, the inability to maintain our existing contracts with our wireless

carriers or enter into new contracts with such wireless carriers could have a material adverse effect on our business, financial

condition and results of operations.

security incident, other technology disruption, or failure to comply with laws and regulations relating to privacy and processing of

personal information could result in damage to AMC’s brand and reputation, material financial penalties, and legal liability, any

of which could negatively impact our business, results of operations and financial condition.

business involves the use of computers in substantially all aspects of its business operations.

AMC also uses mobile devices, social

networking and other online activities to connect with its employees, suppliers, manufacturers, distributors, customers and

As AMC pursues new initiatives that grow its operations, including acquisitions, AMC may also be required to expand and

improve its information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk.

Security incidents can take a variety of forms and are constantly evolving due to the increasing sophistication of threat actors,

each of which increases the difficulty of detecting and successfully defending against them.

If AMC fails to assess, identify, and

respond to cybersecurity risks associated with the expansion and evolution of its business or the increasing sophistication of

hackers, AMC may become increasingly vulnerable to such risks.

AMC believes that it has implemented reasonable measures to prevent security incidents, there can be no assurances that such measures

will be effective to protect AMC’s information technology systems and/or the relevant personal or sensitive information it processes.

As an early-stage company, AMC’s resources to invest in data security protection are limited, and AMC may not be sufficiently protected

against security incidents.

AMC may not have sufficient resources to adequately investigate and remediate any vulnerabilities related

to security incidents, or to prevent them.

addition to breach notification laws that may be triggered by security incidents or access or exfiltration of personal information by

unauthorized persons, AMC may also be contractually required to notify customers or other counterparties of a security incident.

industry standard safeguards and, if needed, addressing a security incident may be costly.

Complying with the numerous and complex regulations

in the event of a data security breach would be potentially expensive, and resource-intensive and failure to comply could subject us

to regulatory scrutiny and potential liability, including fines, penalties, or litigation.

In addition, the theft, destruction, loss,

misappropriation, or release of personal information or intellectual property, or interference with AMC’s information technology

systems or the technology systems of third parties on which it relies, could result in business disruption, reputational harm, violation

of privacy laws, loss of customers, potential liability and competitive disadvantage, all of which could have a material adverse impact

on AMC’s business, financial condition or results of operations.

may require additional capital to support business growth, and this capital might not be available on acceptable terms, or at all.

intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges,

including the need to develop new features or enhance our products, improve our operating system or acquire complementary businesses

and technologies.

Our capital requirements will depend on many factors, including, but not limited to:

● technological

advancements;

acceptance of our products and product enhancements, and the overall level of sales of our

relationships with our customers and suppliers;

ability to control costs;

and marketing expenses;

● enhancements

to our infrastructure and systems and any capital improvements to our facilities;

acquisitions of businesses and product lines;

we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow

or support our business and to respond to business challenges could be limited.

technology employed in our products may become obsolete, and we may need to incur significant capital expenditures to update our products

for changes in technology.

industry is characterized by rapid technological innovation.

Our platform and products interact with the hardware and software technology

of systems and devices located at our subscribers’ properties.

We may be required to modify or change our products or products

to adapt to new technologies or changes in existing technologies in response to changing market conditions, consumer preferences or industry

standards, which could require significant capital expenditures.

For example, many of our products are currently working on platforms

that rely on 3G/4G wireless technology.

As 5G wireless technology becomes more prevalent, it may require changes to our products or products.

It is also possible that one or more of our competitors could develop a significant technical advantage that allows them to provide additional

or superior quality products or services, or to lower their price for similar products or services, which could put us at a competitive

disadvantage.

Our inability to adapt to changing technologies, market conditions or consumer preferences in a timely manner could materially

and adversely affect our business, financial condition, cash flows or results of operations.

we are unable to continue to utilize the “Yi” brand name, it could materially and adversely affect our business, financial

condition and results of operations.

currently utilize the “Yi” brand name in almost all of the products we sell.

We have been granted permission by Shanghai

Xiaoyi Technology Co., Ltd., the owner of the “Yi” brand name, to utilize such name in all of our products in our online

sales through October 22, 2026.

We cannot assure you that we will be able to extend this arrangement beyond such date.

If we are unable

to maintain this arrangement in the future and lose the ability to utilize the “Yi” brand name, it could materially and adversely

affect our business, financial condition and results of operations.

depend on our suppliers, and the loss of any key supplier could materially and adversely affect our business, financial condition and

results of operations.

hardware products depend on the quality of components that we procure from related-party suppliers.

Reliance on suppliers, as well as

industry supply conditions, generally involves several risks, including the possibility of defective parts, which can adversely affect

the reliability and reputation of our platform and products, and a shortage of components and reduced control over delivery schedules

and increases in component costs, which can adversely affect our profitability.

We have two related parties from which we procure hardware

on a purchase order basis.

If these suppliers are unable to continue to provide a timely and reliable supply, we could experience interruptions

in delivery of our platform and products to service providers, which could have a material adverse effect on our business, financial

condition and results of operations.

If we were required to find alternative sources of supply, qualification of alternative suppliers

and the establishment of reliable supplies could result in delays and a possible loss of sales, which could have a material adverse effect

on our business, financial condition and results of operations.

in the supply chain for AMC’s products could negatively impact AMC’s business.

AMC’s business has

in the past been impacted by supply chain disruptions, particularly a short supply of security cameras.

To address this challenge,

AMC in the past purchased Ants’ remaining inventory of security cameras, which allowed it to meet customer demand without

significant interruptions to its operations or revenue.

While the disruption posed challenges, AMC’s proactive measures helped

mitigate immediate risks to customer satisfaction and market position.

AMC has implemented several strategies to address supply

chain risks going forward, including diversifying its supplier base by expanding partnerships with multiple suppliers to reduce

reliance on any single source, and seeking to better manage its inventory by increasing the amount of parts and accessories

purchased when placing purchase orders.

These mitigation efforts, while effective in addressing short-term supply chain disruptions,

introduced certain other risks, including product quality and reliability risks dealing with new suppliers and higher costs to

increase inventory levels.

Although AMC will seek to mitigate these risks such as by conducting rigorous quality assurance

processes, there can be no assurance that AMC will be successful in these efforts.

If it is not, it could have a material adverse

effect on AMC’s business.

faces inflationary pressures which could negatively impact its business.

date, recent inflationary pressures have not had a material impact on AMC’s business and operations.

However, such pressures could

increase over time and if they did, it could have a material impact on AMC’s business and operations.

For instance, to date, the

costs associated with procuring AMC’s hardware, raw materials and third-party services have not increased materially as AMC’s

main suppliers are located in PRC where inflation has been controlled in the past year.

If inflation were to increase in these locations,

it could negatively impact AMC’s business.

Furthermore, inflationary pressures in the logistics sector, including higher fuel and

transportation costs, could increase and further negatively impact the cost of delivering AMC’s products and products.

States government has also recently imposed higher tariffs on products from the PRC, which could increase the prices of our products

and services and could negatively impact our business.

If AMC is unable to implement successful strategies to offset such inflationary

pressures and/or tariffs, it could have a material adverse effect on its business and operations.

of our business will depend on market awareness and a strong brand, and any failure to develop, maintain, protect and enhance our brand

would hurt our ability to retain or attract subscribers.

believe that building and maintaining market awareness, brand recognition and goodwill in a cost-effective manner is critical to our

overall success in achieving widespread acceptance of our existing and future products and is an important element in attracting new

service providers and subscribers.

An important part of our business strategy is to increase service provider and consumer awareness

of our brand and to provide marketing leadership, services and support to our service provider network.

This will depend largely on our

ability to continue to provide high-quality products, and we may not be able to do so effectively.

While we may choose to engage in a

broader marketing campaign to further promote our brand, this effort may not be successful.

Our efforts in developing our brand may be

hindered by the marketing efforts of our competitors and our reliance on our service providers and strategic partners to promote our

If we are unable to cost-effectively maintain and increase awareness of our brand, our business, results of operations and financial

condition could be harmed.

strategy includes pursuing acquisitions, and our potential inability to successfully integrate newly-acquired technologies, assets or

businesses may harm our financial results.

believe part of our growth will be driven by acquisitions of other companies or their technologies, assets and businesses.

Any acquisitions

we complete will give rise to risks, including:

higher than anticipated capital expenditures and operating expenses;

to assimilate the operations and personnel or failing to retain the key personnel of the

acquired company or business;

to integrate the acquired technologies, or incurring significant expense to integrate acquired

technologies into our platform and products;

our managements attention and other company resources;

to maintain uniform standards, controls and policies;

significant accounting charges;

relationships with employees, service providers or subscribers;

that the acquired technology, asset or business does not further our business strategy, that

we overpaid for the technology, asset or business or that we may be required to write off

acquired assets or investments partially or entirely;

to realize the expected synergies of the transaction;

exposed to unforeseen liabilities and contingencies that were not identified prior to acquiring

integrating an acquired technology, asset or business into our operations may take a significant amount of time.

We may not be

successful in overcoming these risks or any other problems encountered with acquisitions.

To the extent we do not successfully avoid

or overcome the risks or problems related to any such acquisitions, our results of operations and financial condition could be

Acquisitions also could impact our financial position and capital requirements, or could cause fluctuations in our quarterly

and annual results of operations.

Acquisitions could include significant goodwill and intangible assets, which may result in future

impairment charges that would reduce our stated earnings.

We may incur significant costs in our efforts to engage in strategic

transactions and these expenditures may not result in successful acquisitions.

carry out our business plan, we may face the challenge that we are short of human capital resources.

our business plan, we are planning to launch new products which require intensive investment of human capital resources.

employ only a small group of people and rely on the outsourced human capital that we work with.

The lack of human resources has potential

to impact the development of our business plan and delay the launch of our new products.

government and industry regulation and changes in applicable laws relating to the Internet and data privacy may increase our expenditures

related to compliance efforts or otherwise limit the products we can offer, which may harm our business and adversely affect our financial

internet commerce continues to evolve, federal, state or foreign agencies have adopted and could in the future adopt regulations covering

issues such as user privacy and content.

We are particularly sensitive to these risks because the Internet is a critical component of

our business model.

In addition, taxation of products or services provided over the Internet or other charges imposed by government agencies

or by private organizations for accessing the internet may be imposed.

Any regulation imposing greater fees for Internet use or restricting

information exchange over the Internet could result in a decline in the use of the Internet and the viability of Internet-based services,

which could harm our business.

in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our operations.

have recently been significant changes to international trade policies and tariffs affecting imports and exports.

Any significant increases

in tariffs on goods or materials or other changes in trade policy could negatively affect our operations.

has implemented a range of new tariffs and increases to existing tariffs.

In response to the tariffs announced by the U.S.,

other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from

the United States.

There is currently significant uncertainty about the future relationship between the United States and other countries

with respect to trade policies, taxes, government regulations and tariffs.

We cannot predict whether, and to what extent, current tariffs

will continue or trade policies will change in the future.

Such changes could have a material adverse effect on our operations.

rely on the performance of our senior management and highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified

employees, our business and results of operations could be harmed.

believe our success depends on the efforts and talents of senior management and key personnel.

Our future success depends on our continuing

ability to attract, develop, motivate and retain highly qualified and skilled employees.

Qualified individuals are in high demand, and

we may incur significant costs to attract them.

In addition, the loss of any of our senior management or key personnel could interrupt

our ability to execute our business plan, as such individuals may be difficult to replace.

If we do not succeed in attracting well-qualified

employees or retaining and motivating existing employees, our business and results of operations could be harmed.

business is subject to the risks of earthquakes, fire, power outages, floods and other catastrophic events, and to interruption by manmade

problems such as terrorism or global or regional economic, political and social conditions.

significant natural disaster, such as an earthquake, fire or a flood, or a significant power outage could harm our business, results

of operations and financial condition.

Natural disasters could affect our hardware vendors.

Further, if a natural disaster occurs in

a region from which we derive a significant portion of our revenue, such as metropolitan areas in North America, consumers in that

region may delay or forego purchases of our platform and products from service providers in the region, which may harm our results

of operations for a particular period.

In addition, terrorist acts or acts of war could cause disruptions in our business or the

business of our hardware vendors, service providers, subscribers or the economy as a whole.

More generally, these geopolitical,

social and economic conditions could result in increased volatility in worldwide financial markets and economies that could harm our

Given our concentration of sales during the third and fourth quarters, any disruption in the business of our hardware vendors

and service providers that impacts sales during the third or fourth quarter could have a greater impact on our annual results.

of the aforementioned risks may be augmented if the disaster recovery plans for us, our service providers and our suppliers prove to

be inadequate.

To the extent that any of the above results in delays or cancellations of orders, or delays in the manufacture,

deployment or shipment of our platform and products, our business, financial condition and results of operations would be

in general economic and market conditions and reductions in spending may reduce demand for our platform and products, which could harm

our revenue, results of operations and cash flows.

revenue, results of operations and cash flows depend on the overall demand for our platform and products.

Concerns about the systemic

impact of a potential widespread recession, energy costs, geopolitical issues, the availability and cost of credit and the global housing

and mortgage markets have contributed to increased market volatility, decreased consumer confidence and diminished growth expectations

The current unstable general economic and market conditions have been characterized by a dramatic decline in consumer

discretionary spending and have disproportionately affected providers of products that represent discretionary purchases.

While the decline

in consumer spending has recently moderated, these economic conditions could still lead to continued declines in consumer spending over

the foreseeable future, and may have resulted in a resetting of consumer spending habits that may make it unlikely that such spending

will return to prior levels for the foreseeable future.

weak economic times, the available pool of service providers may decline as the prospects for home building and home renovation projects

diminish, which may have a corresponding impact on our growth prospects.

In addition, there is an increased risk during these periods

that one of our service providers will file for bankruptcy protection, which may harm our reputation, revenue, profitability and results

of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we will be required to comply

with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult,

time consuming and costly.

laws and regulations and their interpretation and application may also change from time to time and those changes could have a material

adverse effect on our business, investments and results of operations.

In addition, a failure to comply with applicable laws or regulations,

as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our

initial business combination and results of operations.

March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions

involving SPACs and private operating companies;

amending the financial statement requirements applicable to transactions involving shell

effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions;

increasing the potential liability of certain participants in proposed business combination transactions;

and the extent to which SPACs

could become subject to regulation under the Investment Company Act of 1940.

January 24, 2024, the SEC adopted the final rules (the “SPAC Final Rules”), which became effective on July 1, 2024.

of the procedures that AlphaVest, a potential business combination target, or others may determine to undertake in connection with the

SPAC Final Rules, or pursuant to the SEC’s views, may increase the costs and time of negotiating and completing an initial business

combination, and may constrain the circumstances under which we could complete an initial business combination.

The need for compliance

with the SPAC Final Rules may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we

might otherwise choose.

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

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

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

are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden

parachute payments not previously approved.

As a result, our shareholders may not have access to certain information they may deem important.

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 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.

We cannot predict whether investors will find our securities

less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance

on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading

market for our securities and the trading prices of our securities may be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such

extended transition period, which means that when a standard is issued or revised and it has different application dates for public or

private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new

or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth

company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of

the potential differences in accounting standards used.

Likewise, consumer bankruptcies can detrimentally affect the business stability of our service providers.

Prolonged economic

slowdowns and reductions in new home construction and renovation projects may result in diminished sales of our platform and products.

Further worsening, broadening or protracted extension of the economic downturn could have a negative impact on our business, revenue,

results of operations and cash flows.

to comply with laws and regulations could harm our business.

conduct our principal business operations in the United States.

We are subject to regulation by various federal, state and local agencies,

including, but not limited to, agencies responsible for monitoring and enforcing employment and labor laws, workplace safety, product

safety, environmental laws, consumer protection laws, federal securities laws and tax laws and regulations.

are subject to the U.S.

domestic bribery statute contained in 18 U.S.C.

§ 201, the U.S.

Foreign Corrupt Practices Act of 1977, as

amended, the U.S.

Travel Act, and possibly other anti-bribery laws, including those that comply with the OECD Convention on Combating

Bribery of Foreign Public Officials in International Business Transactions and other international conventions.

Anti-corruption laws

are interpreted broadly and prohibit our company from authorizing, offering, or providing directly or indirectly improper payments or

benefits to recipients in the public or private-sector.

Certain laws could also prohibit us from soliciting or accepting bribes or kickbacks.

Our company has direct government interactions and in several cases uses third-party representatives, including dealers, for regulatory

compliance, sales and other purposes in a variety of countries.

These factors increase our anti-corruption risk profile.

We can be held

liable for the corrupt activities of our employees, representatives, contractors, partners and agents, even if we did not explicitly

authorize such activity.

Although we have implemented policies and procedures designed to ensure compliance with anti-corruption laws,

there can be no assurance that all of our employees, representatives, contractors, partners, and agents will comply with these laws and

are also subject to data privacy and security laws, anti-money laundering laws (such as the USA PATRIOT Act), and import/export laws

and regulations in the United States and in other jurisdictions.

business operates in a regulated industry.

business, operations and service providers are subject to various U.S.

federal, state and local consumer protection laws, licensing

regulation and other laws and regulations.

Our advertising and sales practices and that of our service provider network are subject

to regulation by the U.S.

Federal Trade Commission, or the FTC, in addition to state consumer protection laws.

The FTC and the

Federal Communications Commission have issued regulations that place restrictions on, among other things, unsolicited automated

telephone calls to residential and wireless telephone subscribers by means of automatic telephone dialing systems and the use of

prerecorded or artificial voice messages.

If our service providers were to take actions in violation of these regulations, such as

telemarketing to individuals on the “Do Not Call” registry, we could be subject to fines, penalties, private actions or

enforcement actions by government regulators.

Although we have taken steps to insulate ourselves from any such wrongful conduct by

our service providers, and to require our service providers to comply with these laws and regulations, no assurance can be given

that we will not be exposed to liability as result of our service providers’ conduct.

Further, to the extent that any changes

in law or regulation further restrict the lead generation activity of our service providers, these restrictions could result in a

material reduction in subscriber acquisition opportunities, reducing the growth prospects of our business and adversely affecting

our financial condition and future cash flows.

In addition, most states in which we operate have licensing laws directed

specifically toward the monitored security services industry.

Our business relies heavily upon cellular telephone service to

communicate signals.

Cellular telephone companies are currently regulated by both federal and state governments.

Changes in laws or

regulations could require us to change the way we operate, which could increase costs or otherwise disrupt operations.

failure to comply with any such applicable laws or regulations could result in substantial fines or revocation of our operating

permits and licenses, including in geographic areas where our services have substantial penetration, which could adversely affect

our business and financial condition.

Further, if these laws and regulations were to change or if we fail to comply with such laws

and regulations as they exist today or in the future, our business, financial condition and results of operations could be

materially and adversely affected.

we fail to protect our intellectual property and proprietary rights adequately, our business could be harmed.

believe that our proprietary technology is essential to establishing and maintaining our position in the market that we operate.

to protect our intellectual property through confidentiality, non-compete and non-disclosure agreements, domain names and other measures,

some of which afford only limited protection.

We also rely on patent, trademark, trade secret and copyright laws to protect our intellectual

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our technology or

to obtain and use information that we regard as proprietary.

Our means of protecting our proprietary rights may not be adequate or our

competitors may independently develop similar or superior technology, or design around our intellectual property.

In addition, the laws

of some foreign countries do not protect our proprietary rights to as great an extent as the laws of the United States.

property protections may also be unavailable, limited or difficult to enforce in some countries, which could make it easier for competitors

to capture market share.

Our failure or inability to adequately protect our intellectual property and proprietary rights could harm our

business, financial condition and results of operations.

related to Foreign Operations

AMC is deemed to be a China-based company, it could have a significant impact on AMC’s business operations and the value of its

on AMC’s jurisdiction of incorporation, financial makeup and business operations, AMC is not considered a China-based company.

However, because it conducts certain operations in the PRC, it is possible that the PRC government could seek to deem AMC as a China-based

If AMC were to be deemed to be a China-based issuer and become subject to PRC regulation and oversight, it could have a material

adverse effect on its business operations and the value of its securities.

PRC legal system is based on written statutes.

Unlike the common law system, prior court decisions may be cited for reference but do

not have binding authority.

As PRC legal system is evolving rapidly, the interpretations of many laws, regulations and rules may contain

inconsistencies and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published

on a timely basis or at all.

As a result, AMC may not be aware of its violation of such policies and rules until sometime after the violation.

AMC cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing

laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws.

These uncertainties, including

any inability to enforce AMC’s contracts, together with any development or interpretation of PRC law that is adverse to AMC, could

materially and adversely affect AMC’s business and operations and limit the legal protections available and other foreign investors,

including you.

the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in

The overall effect of legislation over the past five decades has significantly increased the protections afforded to

various forms of foreign or private-sector investment in China.

However, many of these laws, regulations and legal requirements are

relatively new and still evolving and uncertainties remain as to the interpretation and application of PRC laws and regulations

including, but not limited to, the laws and regulations governing AMC’s business and the enforcement and performance of

AMC’s business arrangements in certain circumstances.

The laws and regulations are sometimes vague and may be subject to

future changes, and their official interpretation and enforcement could be unpredictable.

The effectiveness and interpretation of

newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and AMC’s business

may be affected if it relies on laws and regulations which are subsequently adopted or interpreted in a manner different from its

current understanding of these laws and regulations.

AMC cannot predict what effect the interpretation of existing or new PRC laws

or regulations may have on its business.

Although AMC has taken measures to comply with the laws and regulations applicable to its

business operations and to avoid conducting any non-compliant activities under these laws and regulations, the PRC governmental

authorities may promulgate new laws and regulations that may affect AMC’s operations.

AMC cannot rule out the possibility that

there might be future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the

interpretation or enforcement thereof, or the pre-emption of local regulations by national laws.

Failure to comply with such

evolving laws and regulations may subject AMC to material sanctions or penalties imposed by the governmental authorities.

PRC government may exercise certain oversight over the conduct of AMC’s business, and may influence AMC’s operations, which

could result in changes in AMC’s operations.

Changes in China’s economic or social conditions or government policies could

have a material adverse effect on AMC, and the surviving combined business after the combination, and their business, results of operations,

financial condition, and the value of AMC securities.

AMC conducts certain of its operation in and some of its assets are located in PRC, the PRC government may seek to influence and exert

control over AMCs operations which could result in a material change in its operations and/or the value of AMC’s securities.

addition, AMC’s results of operations and financial condition may be influenced to a significant degree by the economic and social

conditions in the PRC.

PRC government may be authorized by the laws and regulations to exercise significant control and take regulatory actions over the conduct

of AMC’s business, and the regulations to which we are subject may change rapidly and with little advance notice.

Like many other

jurisdictions, new laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance

or any associated inquiries or investigations or any other government actions may:

or impede AMCs development,

in negative publicity or increase AMCs product cost and operating costs,

significant management time and attention, and

AMC to remedies, administrative penalties and even criminal liabilities that may adversely

affect AMCs business.

promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise

unfavorably impact the ability or manner in which AMC conducts its business and could require AMC to change certain aspects of its business

to ensure compliance, which could reduce revenues, increase costs, require AMC to obtain additional licenses, permits, approvals or certificates,

or subject AMC to additional liabilities.

To the extent any new or more stringent measures are required to be implemented, AMC’s

business, financial condition and results of operations could be adversely affected.

may experience delays and/or failures in obtaining and renewing relevant PRC governmental approvals, licenses, permits or others required

for its operation conducted in PRC.

is required to obtain various approvals, permits, licenses and certificates with respect to the portion of its operations in the PRC,

including, for example, planning permits, certificates for passing environmental assessments, certificates for passing fire control assessments.

Generally, such approvals, licenses, permits, certificates or inspections are only issued, renewed or completed after certain conditions

have been satisfied.

AMC cannot assure that it will not encounter obstacles that delay it in obtaining or completing, or result in its

failure to obtain or complete, the required approvals or inspections.

In the event that AMC encounters significant delays in obtaining

or renewing the necessary government approvals or fails to timely complete the inspection, AMC will not be able to continue its normal

operations and its business, financial condition and results of operations may be adversely affected.

enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect AMC’s operations.

Standing Committee of the National People’s Congress enacted the Labor Contract Law in 2008, and amended it on December 28,

The Labor Contract Law introduced specific provisions related to fixed-term employment contracts, part-time employment,

probationary periods, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of

employees, severance, and collective bargaining to enhance previous PRC labor laws.

In the event that AMC decides to terminate the

labor relationships with some of its employees or otherwise change its employment or labor practices, the Labor Contract Law and its

implementation rules may limit its ability to effect those changes in a desirable or cost-effective manner, which could adversely

affect its business and results of operations.

Regulations under PRC Law Relating to Data Security and Confidentiality and Archives Management may subject us to additional compliance

requirements in the future.

the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council of the PRC (the

“State Council”) jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,

or the Opinions, which were made available to the public on July 6, 2021.

The Opinions emphasized the need to strengthen the administration

over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies.

proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents

facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection.

February 24, 2023, the CSRC and several other administrations jointly released the revised Provisions on Strengthening Confidentiality

and Archiving Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Archives Rules, which came into

effect on March 31, 2023.

The Archives Rules apply to both overseas direct offerings and overseas indirect offerings.

The Archives Rules

provides that, among other things, (i) in relation to the overseas listing activities of PRC domestic enterprises, the PRC domestic enterprises

are required to strictly comply with the relevant requirements on confidentiality and archives management, establish a sound confidentiality

and archives system, and take necessary measures to discharge their confidentiality and archives management responsibilities;

a PRC domestic enterprise is required to publicly disclose or provide to any securities companies or other securities service providers

or overseas regulators or individuals, any materials that contain state secrets or government work secrets (where there is ambiguity

or dispute on whether it is state secret or government work secret, a request shall be submitted to the competent government authority

for determination), during the course of its overseas offering or listing, the PRC domestic enterprise shall apply for approval from

competent authorities and file with the secrecy administrative department at the same level;

and (iii) working papers produced in China

by securities companies and other securities service institutions, who provide such PRC domestic enterprises with securities services

during their overseas issuance and listing, should be stored in the PRC, and the transmission of any such working papers to recipients

outside China must be approved following the applicable PRC regulations.

failure or perceived failure by PRC domestic companies to comply with the above confidentiality and archives administration requirements

under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent

authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact

our business.

December 28, 2021, the Cyberspace Administration of China, or the CAC and several other administrations jointly issued the revised Measures

for Cybersecurity Review, or the Revised Review Measures, which became effective and replaced the existing Measures for Cybersecurity

Review on February 15, 2022.

According to the Revised Review Measures, if an “online platform operator” that is in possession

of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review.

on a set of Q&A published on the official website of the CAC in connection with the issuance of the Revised Review Measures, an official

of the CAC indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing

application with non-PRC securities regulators.

After the receipt of all required application materials, the authorities must determine,

within ten business days thereafter, whether a cybersecurity review will be initiated, and issue a written notice to the relevant applicant

of its determination.

If a review is initiated and the authorities conclude after such review that the listing will affect national security,

the listing of the relevant applicant will be prohibited.

Given the recency of the issuance of the Revised Review Measures, there is

a general lack of guidance and substantial uncertainties exist with respect to its interpretation and implementation.

December 28, 2021, 13 governmental departments of the PRC, including the CAC, jointly promulgated the Cybersecurity Review Measures,

which became effective on February 15, 2022.

The Cybersecurity Review Measures provide that, in addition to critical information

infrastructure operators (the “CIIOs”) that intend to purchase Internet products and services, net platform operators

engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the

Cybersecurity Review Office of the PRC.

According to the Cybersecurity Review Measures, a cybersecurity review assesses potential

national security risks that may be brought about by any procurement, data processing, or overseas listing.

The Cybersecurity Review

Measures require that an online platform operator which possesses the personal information of at least one million users must apply

for a cybersecurity review by the CAC if it intends to be listed in foreign countries.

Additionally,

we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

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 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 Ordinary Shares held by non-affiliates exceeds $700 million as

of the prior June 30 th .

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison

of our financial statements with other public companies difficult or impossible.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our business combination.

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

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.

addition, we may have imposed upon us burdensome requirements, including:

as an investment company;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must

ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities

do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our

total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business will be to identify and

complete a business combination and thereafter to operate the post-transaction business or assets for the long term.

We do not plan to

buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets or to

be a passive investor.

do not believe that our anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds held

in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16)

of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the Trust

Agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these

instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and

selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”

within the meaning of the Investment Company Act.

Our Initial Public Offering is not intended for persons who are seeking a return on

investments in government securities or investment securities.

The trust account is intended as a holding place for funds pending the

earliest to occur of:

(i) the completion of our primary business objective, which is a business combination;

(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, as amended, 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 24 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

33 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.

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.

the PRC Cybersecurity Law requires companies to implement certain organizational, technical and administrative measures and other necessary

measures to ensure the security of their networks and data stored on their networks.

Specifically, the Cybersecurity Law provides that

China adopts a multi-level protection scheme (“MLPS”), under which network operators are required to perform obligations

of security protection to ensure that the network is free from interference, disruption or unauthorized access, and prevent network data

from being disclosed, stolen or tampered.

Under the MLPS, entities operating information systems must have a thorough assessment of the

risks and the conditions of their information and network systems to determine the level to which the entity’s information and

network systems belong-from the lowest Level 1 to the highest Level 5 pursuant to a series of national standards on the grading and implementation

of the classified protection of cybersecurity.

The grading result will determine the set of security protection obligations that entities

must comply with.

Entities classified as Level 2 or above should report the grade to the relevant government authority for examination

and approval.

November 14, 2021, the CAC released the Regulations on Network Data Security Management (draft for public comments), which provide that

if a data processor that processes personal data of more than one million users intends to list in a foreign country, it must apply for

a cybersecurity review.

Pending the finalization, adoption, enforcement and interpretation of these new measures and regulations, we

cannot rule out the possibility that the measures and regulations may be enacted, interpreted or implemented in ways that will negatively

PRC Data Security Law, which was promulgated by the Standing Committee of the National People’s Congress, or the SCNPC, on June

10, 2021 and took effect on September 1, 2021, imposes data security and privacy obligations on entities and individuals carrying out

data activities.

Further, the PRC Data Security Law introduces a data classification and hierarchical protection system based on the

importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or

legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired

The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national

security and imposes export restrictions on certain data and information.

On July 30, 2021, the State Council promulgated the Regulations

on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September 1, 2021.

The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cybersecurity

Review Measures.

The Regulations provide, among others, that protection department of certain industry or sector shall notify the operator

of the critical information infrastructure in time after the identification of certain critical information infrastructure.

August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law,

which took effect on November 1, 2021.

As the first systematic and comprehensive law specifically for the protection of personal information

in the PRC, the Personal Information Protection Law provides, among others, that (i) an individual’s consent shall be obtained

to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information

operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s

rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual

may file a lawsuit with a People’s Court.

of the date of this Annual Report on Form 10-K, AMC has not received any notice from any authorities identifying it as a critical

information infrastructure operator or requiring it to go through cybersecurity review or network data security review by the CAC.

AMC’s operations and listing are not expected to be affected by, or subject to, cybersecurity review by the CAC under the

Cybersecurity Review Measures, given that it is not (i) a network platform operator engaging in data processing activities that

affect or may affect national security;

(ii) a critical information infrastructure operator purchasing cyber products or services

that affect or may affect national security;

or (iii) a network platform operator with personal information data of more than one

million users.

There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security Administration Draft

will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations,

rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration

If any such new laws, regulations, rules, or implementation and interpretation come into effect, AMC expects to take all

reasonable measures and actions to comply and to minimize the adverse effect of such laws on it.

AMC cannot guarantee, however, that

it will not be subject to cybersecurity review and network data security review in the future.

During such reviews, AMC may be

required to suspend its operations or experience other disruptions to operations.

Cybersecurity review and network data security

review could also result in negative publicity with respect to AMC and diversion of its managerial and financial resources, which

could materially and adversely affect its business, financial conditions, and results of operations.

Uncertainties

exist with respect to how the PRC Foreign Investment Law may impact the viability of AMC’s current corporate structure and operations.

regulating foreign investment in PRC include Foreign Investment Law of the People’s Republic of China, or the PRC Foreign Investment

Law, effective from January 1, 2020, and the Regulation for Implementing the Foreign Investment Law of the People’s Republic of

China, or the FIE Implementing Regulation, effective from January 1, 2020.

The PRC Foreign Investment Law specifies that foreign investments

shall be conducted in line with the “negative list” to be issued or approved to be issued by the State Council.

does not operate in an industry that is currently subject to foreign investment restrictions or prohibition in PRC, it is uncertain whether

its industry will be named in an updated “negative list” to be issued in the future.

If its industry is added to the “negative

list” or if the PRC regulatory authorities otherwise decide to limit foreign ownership in its industry, there could be a risk that

AMC would be unable to do regular business with its suppliers in PRC.

If any new laws and/or regulations on foreign investments in PRC

are promulgated and implemented, such changes could have an impact on AMC’s current business and operations.

In such event, despite

its efforts to restructure to comply with the then applicable PRC laws and regulations in order to continue its operations in PRC, AMC

may experience material changes in its operations.

are procedural requirements for foreign regulatory bodies to conduct investigations or inspections of AMC’s operations in China.

to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator can directly conduct

investigations or evidence collection activities within the PRC.

Pursuant to the Data Security Law, no organization or individual within

the territory of the PRC may provide foreign judicial or law enforcement authorities with data stored within the territory of the PRC

without the approval of the competent authorities of the PRC.

Accordingly, without Chinese government approval, no entity or individual

in China may provide documents and information relating to securities business activities to overseas regulators when it is under direct

investigation or evidence discovery conducted by overseas regulators which could present legal and other obstacles to obtaining information

needed for investigations and litigation conducted outside of China.

Furthermore, as of the date of this Annual Report on Form 10-K,

there have not been implementing rules or regulations regarding the application of Article 177, and, accordingly, it cannot be concluded

as to how it will be interpreted, implemented or applied by relevant government authorities.

As such, there are also uncertainties as

to the procedures and requisite timing for the overseas securities regulatory agencies to conduct investigations and collect evidence

within the territory of the PRC.

the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country

or region, such as the United States, which could allow such authorities to conduct investigations or evidence discovery, there is no

assurance that any such mechanism will be adopted or be effective.

Accordingly, there is no guarantee that requests from U.S.

or state regulators or agencies to investigate or inspect AMC’s operations will be honored.

securities regulatory agencies

are unable to conduct such investigations or evidence discovery processes, there exists a risk that such regulatory agencies may determine

to suspend or de-register AMC’s registration with the SEC and may also delist AMC’s securities from trading markets within

the United States.

in the value of the Renminbi may materially adversely affect your investment.

value of the Renminbi against the U.S.

dollar and other currencies may fluctuate and is affected by, among other things, changes in economic

conditions in China and by China’s foreign exchange policies.

With the development of the foreign exchange market and progress

towards interest rate liberalization and Renminbi internationalization, the PRC government may announce further changes to the exchange

rate system, and the Renminbi may appreciate or depreciate significantly against the U.S.

It is difficult to predict how market

forces or PRC or U.S.

government policy may impact the exchange rate between the Renminbi and the U.S.

revaluation of the Renminbi may materially adversely affect investors’ investment.

For example, to the extent that AMC needs

to convert U.S.

dollars received from its business activities or financing activities in the U.S.

market into Renminbi for the

operations such as paying for its purchase of parts and accessories from its suppliers or its employees in China, appreciation of

the Renminbi against the U.S.

dollar would decrease the Renminbi amount that AMC would have received from the conversion.

hedging options available in China may not be sufficient to reduce AMC’s exposure to exchange rate fluctuations.

As of the date

of this Annual Report on Form 10-K, AMC has not entered into any material hedging transactions to reduce its exposure to foreign currency

exchange risk.

While AMC may enter into hedging transactions in the future, the availability and effectiveness of these hedges may be

limited, and AMC may not be able to adequately hedge their exposure.

risks applicable to AMC

Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware is the sole and exclusive forum

for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes

with AMC or its directors, officers, employees or stockholders.

Charter provides that, unless AMC consents in writing to the selection of an alternative forum, the Court of Chancery of the State of

Delaware shall to the fullest extent permitted by law be the sole and exclusive forum for any AMC stockholder (including a beneficial

owner) to bring (i) any derivative action or proceeding brought on behalf of AMC, (ii) any action asserting a claim of breach of a fiduciary

duty owed by any director, officer or other employee to AMC or AMC’s stockholders, (iii) any action asserting a claim against AMC,

its directors, officers or employees arising pursuant to any provision of the DGCL or the Organizational Documents, or (iv) any action

asserting a claim against AMC, its directors, officers or employees governed by the internal affairs doctrine.

Notwithstanding the foregoing,

the exclusive forum clause will not apply to any claim as to which the Court of Chancery determines that there is an indispensable party

not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of

the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum

other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.

Furthermore, the federal

district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of

action arising under the Securities Act or the Exchange Act.

Any person or entity purchasing or otherwise acquiring any interest in shares

of AMC’s capital stock shall be deemed to have notice of and consented to the forum provisions in the Charter.

Notwithstanding

the foregoing, as indicated above, on January 24, 2024, the SEC adopted the SPAC Final Rules, which became effective on July 1, 2024,

relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940.

The SEC’s proposed rules would provide a safe harbor for companies like our company from the definition of “investment company”

under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a company’s duration,

asset composition, business purpose and activities.

The duration component of the proposed safe harbor rule would require the company

to file a Current Report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies)

to engage in an initial business combination no later than 33 months after the effective date of the company’s registration statement

for its initial public offering.

The company would then be required to complete its initial business combination no later than 33 months

after the effective date of its registration statement for its initial public offering.

These rules, if adopted, whether in the form

proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and

may increase the costs and time related thereto.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our initial business combination, require substantial

financial and management resources, and increase the time and costs of completing an acquisition.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report

on Form 10-K for the year ending December 31, 2024.

Only in the event we are deemed to be a large accelerated filer or an accelerated

filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control

over financial reporting.

Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent

registered public accounting firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank

check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public

companies because a target company with which we seek to complete our business combination may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any such entity to

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

in our Second Amended and Restated Memorandum and Articles of Association, as amended, 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, as amended, 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.

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

opportunity for our shareholders to elect directors.

accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until no later than one year

after our first fiscal year end following our listing on NASDAQ.

There is no requirement under the Companies Act for us to hold annual

or general meetings to appoint directors until we hold an annual general meeting, public shareholders may not be afforded the opportunity

to discuss company affairs with management.

Our board of directors is divided into three classes with only one class of directors being

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 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.

In addition, prior to our initial business combination, only holders

of the Founder Shares have the right to vote on the appointment of directors, including in connection with the completion of our initial

business combination.

Accordingly, you may not have any say in the management of our company prior to the consummation of an initial

business combination.

the foregoing, investors cannot waive compliance with the U.S.

federal securities laws and rules and regulations promulgated thereunder.

choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes

with AMC or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.

Alternatively, if a court were to find the choice of forum provision contained in the Charter to be inapplicable or unenforceable in

an action, AMC may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business,

operating results and financial condition.

conditions, including international conflicts, trade disputes and direct or indirect acts of war or terrorism, could have an adverse

effect on our operations and financial results.

we operate on a global basis, our operations could be disrupted by geopolitical conditions, including international conflicts such

as the Russia-Ukraine, Israel-Hamas and US-Iran conflicts, trade disputes, international boycotts and sanctions, political and

social instability, acts of war, terrorist activity or other similar events.

From time to time, we could have a large investment in

a particular asset type, a large revenue stream associated with a particular customer or industry, or a large number of customers

located in a particular geographic region.

A discrete event impacting a specific asset type, customer, industry, or region in which

we have a concentrated exposure could negatively impact our results of operations.

Anti-takeover

provisions in our organizational documents could make an acquisition of AMC more difficult.

Organizational Documents contain provisions that may delay or prevent a change of control, discourage bids at a premium over the price

of the Common Stock, adversely affect the price of the Common Stock, and adversely affect the voting and other rights of our stockholders.

These provisions include:

(i) advance notice procedures for seeking to bring business before each annual meetings of stockholders or

for nominating candidates for director, (ii) permitting the board to issue additional shares of common stock and to issue shares of preferred

stock without the approval of stockholders, with such rights, preferences and privileges as they may designate;

(iii) dividing the board

into classes;

(iv) prohibiting actions by written consent of stockholders in lieu of a meeting;

and (v) prohibiting stockholders from

calling a special meeting.

In addition, the board may adopt a stockholder rights plan upon such terms and conditions as it deems expedient

in the interests of AMC.

rights of holders of the Common Stock may be impaired by the possible future issuance of preferred stock.

board has the right, without approval of the holders of the Common Stock, to issue preferred stock with voting, dividend, conversion,

liquidation and other rights which could adversely affect the voting power and equity interest of the holders of the Common Stock, which

could be issued with the right to more than one vote per share, and could be utilized as a method of discouraging, delaying or preventing

a change-of-control.

The possible negative impact on takeover attempts could adversely affect the price of the Common Stock.

there is no present intention to issue any additional preferred stock, AMC may issue preferred stock in the future without further approval

of the holders of the Common Stock.

are a controlled company under Nasdaq rules.

controlled by Sean Da own approximately 83% of the Common Stock.

Accordingly, for the foreseeable future, Mr.

Da controls AMC

and its corporate affairs.

As a result, Mr.

Da, through such entities, has the ability to determine all matters requiring approval by

stockholders, including the election of directors, amendments of organizational documents, and approval of major corporate transactions,

such as a change in control, merger, consolidation, or sale of assets.

Similarly, he has the ability to prevent the approval of any action

submitted to the stockholders by other stockholders.

Da does not provide any requisite approval or consent allowing AMC to take

any such action when requested, it will not be able to engage in the related activities and, as a result, its business and its operating

results may be harmed.

to the ownership by Mr.

Da of the Common Stock, AMC is currently considered a “controlled company” under the Nasdaq rules.

This allows AMC to avoid complying with certain of the Nasdaq corporate governance rules, including the rules that require the company

to have a board comprised of at least 50% independent directors, to have board nominations either selected, or recommended for the board’s

selection, by either a nominating committee comprised solely of independent directors or by a majority of the independent directors and

to have officer compensation determined, or recommended to the board for determination, either by a compensation committee comprised

solely of independent directors or by a majority of the independent directors.

As of the date of this Annual Report on Form 10-K, AMC

has not taken advantage of any of these exemptions.

If AMC determines to rely on any certain of these exemptions from the corporate governance

requirements of Nasdaq in the future, investors may not have the same protections afforded to stockholders of companies that are subject

to all of the Nasdaq corporate governance requirements.

is an emerging growth company within the meaning of the Securities Act, and if AMC takes advantage of certain exemptions from disclosure

requirements available to “emerging growth companies”, this could make AMC’s securities less attractive to investors

and may make it more difficult to compare AMC’s performance with other public companies.

is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act.

For as long as

AMC continues to be an emerging growth company, AMC may take advantage of exemptions from various reporting requirements that are

applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor

attestation requirements of Section 404 of the Sarbanes-Oxley Act.

AMC could be an emerging growth company for up to five years,

although AMC could lose that status sooner if its revenues exceed $1.235 billion, if AMC issues more than $1 billion in

non-convertible debt in a three-year period, or if it becomes a large accelerated filer, as defined under the Exchange Act.

cannot predict if investors will find AMC securities less attractive because the company relies on these exemptions.

investors find AMC securities less attractive as a result, there may be a less active trading market for AMC securities, and the

price of AMC securities may be more volatile.

is not expected that AMC will pay dividends in the foreseeable future after the Business Combination.

is expected that AMC will retain most, if not all, of its available funds and any future earnings to fund the development and growth

of its business.

As a result, it is not expected that AMC will pay any cash dividends in the foreseeable future.

The AMC Board has complete

discretion as to whether to distribute dividends.

Even if the AMC Board decides to declare and pay dividends, the timing, amount and

form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, AMC’s

financial condition, contractual restrictions and other factors deemed relevant by the AMC Board.

management team has limited experience managing a public company.

of the members of AMC’s management team have limited or no experience in managing a publicly traded company, interacting with public

company investors, and complying with the increasingly complex laws and regulations pertaining to public companies.

AMC’s management

team may not successfully or efficiently manage AMC’s transition to being a public company subject to significant regulatory oversight

and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors.

obligations and constituents will require significant attention from AMC’s senior management and may divert their attention away

from the day-to-day management of its business, which could adversely affect AMC’s business, financial condition, and operating

securities could be delisted, which could limit investors’ ability to make transactions in AMC’s securities and subject AMC

to additional trading restrictions.

Common Stock is listed on Nasdaq.

If AMC fails in the future to meet the continued listing requirements and is subsequently delisted

from such exchange, AMC could face significant material adverse consequences, including:

limited availability of market quotations for its securities;

limited amount of news and analyst coverage for AMC;

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

may be involved in legal or other proceedings arising out of their operations from time to time and may face reputational risks and significant

liabilities as a result.

may be involved from time to time in disputes with various parties involved in its operations, including but not limited to its

suppliers, employees, and logistics service providers.

These disputes may lead to legal or other proceedings, including threatened

proceedings, which may result in damages to its reputation, substantial costs and diversion of AMC’s resources and

management’s attention.

addition, AMC may encounter additional compliance issues in the course of operations, which may subject AMC to administrative proceedings

and unfavorable results, and result in liabilities and delays relating to its production or product launch schedules.

AMC cannot assure

as to the outcome of such legal proceedings, and any negative outcome may materially and adversely affect its business, financial condition

and results of operations.

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