What changed in this filing

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Item 1. Business

2025-04-14 compared with 2024-04-16 · 172 added, 225 removed, 268 unchanged (60% of the section changed)

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stage and emerging growth companies.

February 7, 2022, our AlphaVest Holding, LP (our “Sponsor”) acquired 1,725,000 founder shares for an aggregate purchase price

of $25,000, which represents 20% of our issued and outstanding shares after our initial public offering (as defined below).

February 7, 2022, our AlphaVest Holding, LP (our “Sponsor”) acquired 1,725,000 Ordinary Shares (the “Founders Shares”)

for an aggregate purchase price of $25,000, which represented 20% of our issued and outstanding shares after our initial public offering

(as defined below).

On April 18, 2023, the Sponsor transferred an aggregate of 1,035,000 Founder Shares to Peace Capital Limited.

also issued an aggregate of 125,000 Founder Shares to EarlyBirdCapital, Inc.

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

On March 18, 2024, the Company delivered to Wanshun

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

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

The termination of the Business Combination Agreement is effective as

of March 18, 2024.

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

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

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

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

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

shareholders of Wanshun.

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

as soon as reasonably practicable.

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

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As a result, approximately

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

$ 23,282,935.83 (approximately $10.71 per share) was removed from the Trust Account to pay such holders and approximately $50,608,334.49

remains in the Trust Account.

Following the Redemption, the Company has 7,006,329 Ordinary Shares outstanding.

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

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

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

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

the maturity date to the earlier of:

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

On March 21, 2024,

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

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

Also on December 21, 2023, the Company entered into a non-interest

bearing promissory note with the Sponsor for $165,000, which was used to fund the first extension.

The Company subsequently exercised

the remaining nine one-month extensions by depositing $55,000 per one-month extension into the Trust Account, extending the deadline

to complete the business combination to December 22, 2024.

December 18, 2024, the Company held a special meeting, at which time the Company adopted an Amendment to the Second Amended and Restated

Memorandum and Articles of Association, as amended, reflecting (i) the extension of the date by which the Company must consummate a business

combination from the Termination Date up to nine (9) Extensions comprised of one month each up to September 22, 2025 (i.e., for a period

of time ending up to 33 months after the consummation of its initial public offering for a total of nine (9) months after the Termination

Date (assuming a business combination has not occurred) and (ii) the deletion of the limitation that the Company shall not redeem public

shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001.

As of the date of this filing, an aggregate of $880,000 was deposited into

trust account to extend the business combination period to April 22, 2025.

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

Management Team

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there is no assurance that we will complete an initial business combination.

Our officers and directors have no prior experience consummating

an initial business combination for a “blank check” company.

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

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should we see justification to do so.

Strong Management Team

that Can Create Significant Value for Target Business .

We will seek to identify companies with strong and experienced management

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

We believe we can provide a platform for

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

We also believe that the operating expertise of our

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

Revenue and Earnings

Growth Potential .

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

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

follow-on acquisitions resulting in increased operating leverage.

Potential for Strong

Free Cash Flow Generation .

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

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

expenditure requirements.

Management Team that Can Create Significant Value for Target Business .

We will seek to identify companies with strong and experienced

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

We believe we can provide a

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

We also believe that the operating expertise

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

and Earnings Growth Potential .

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

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

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

for Strong Free Cash Flow Generation .

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

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

and capital expenditure requirements.

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

Benefit from Being a

Public Company .

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

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

from Being a Public Company .

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

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

traded company.

criteria do not intend to be exhaustive.

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will have up to 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 15 months, we may, by resolution of our

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

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

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

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

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

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

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

Our public shareholders will

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

In the event that our sponsor elects to extend

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

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

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

available outside the trust account to do so.

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

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

prior to the applicable deadline.

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

whether or not the funds had been timely deposited.

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

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

If we are unable to consummate our initial business

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

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

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

and liquidate.

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

over the claims of our public shareholders.

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

we anticipate that we may not be able to consummate our initial business combination within 24 months, we may, by resolution of our Board

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

to nine times, each by an additional one month (for a total of up to 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,

entered into between us and Continental Stock Transfer & Trust Company on December 19, 2022, as amended on December 21, 2023, in

order for the time available for us to consummate our initial business combination to be extended, our Sponsor or their affiliates or

designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the trust account $55,000 for each

month in an extension, on or prior to the date of the applicable deadline.

Our public shareholders will not be entitled to vote or redeem

their shares in connection with any such extension.

In the event that our Sponsor elects to extend the time to complete an initial business

combination, pay the additional amounts per each extension, and deposit the applicable amount of money into trust, our Sponsor will receive

a non-interest bearing, unsecured promissory note in the amount of any such deposit, which will not be repaid in the event that we are

unable to close an initial business combination unless there are funds available outside the trust account to do so.

In the event that

we receive notice from our Sponsor five days prior to the applicable deadline of their intent to effect an extension, we intend to issue

a press release announcing such intention at least three days prior to the applicable deadline.

In addition, we intend to issue a press

release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

Our Sponsor and its affiliates

or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination.

are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more than

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

including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our

taxes, and then seek to dissolve and liquidate.

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

which may take priority over the claims of our public shareholders.

In the event of our dissolution and liquidation, the Private Placement

Units will expire and be worthless.

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

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entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.

net proceeds of our Initial Public Offering and the sale of the private units released to us from the trust account upon the closing

of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial

business combination.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released

from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption

of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate

purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest

due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

net proceeds of our Initial Public Offering and the sale of the Private Placement Units released to us from the trust account upon the

closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete

our initial business combination.

If our initial business combination is paid for using equity or debt securities, or not all of the

funds released from the trust account are used for payment of the consideration in connection with our initial business combination or

used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing

for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment

of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies

or for working capital.

addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be

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to present such opportunity to such entity.

Second Amended and Restated Memorandum and Articles of Association provides that we renounce our interest in any corporate opportunity

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

or officer of our company and such opportunity is one that we are legally and contractually permitted to undertake and would otherwise

be reasonable for us to pursue.

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 that we are legally and contractually permitted to undertake and

would otherwise be reasonable for us to pursue.

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

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disadvantage in successfully negotiating an initial business combination.

currently maintain our executive offices at 420 Lexington Avenue, Suite 2446, New York NY, 10170.

The cost for our use of this space

is included in the $10,000 per month fee we will pay to our sponsor for office space, utilities and secretarial and administrative services.

We consider our current office space adequate for our current operations.

currently maintain our executive offices at 205 W.

37th Street, New York, NY 10018.

The cost for our use of this space is included in

the $10,000 per month fee we will pay to our Sponsor for office space, utilities and secretarial and administrative services.

our current office space adequate for our current operations.

currently have two officers and do not intend to have any full-time employees prior to the completion of our initial business combination.

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

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

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

in non- convertible debt during the prior three-year period.

we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that are held by non-affiliates equals

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

convertible debt during the prior three-year period.

Additionally,

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

Our public shareholders

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

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

If we seek shareholder

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

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

Your only opportunity to

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

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

The ability of our public

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

initial business combination or optimize our capital structure.

Our search for a business

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

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

our target markets.

The requirement that we

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

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

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

our dissolution deadline.

We may not be able to complete

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

of winding up.

You will not have any rights

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

To liquidate your investment, therefore,

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

If we seek shareholder

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

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

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

Because of our limited

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

initial business combination and our rights will expire worthless.

We may seek acquisition

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

Although we have identified

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

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

Because we are not limited

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

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

Our ability to complete

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

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

This may make us a less attractive

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

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

For example, we may not be able to complete

an initial business combination with a U.S.

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

investment regulations and review by a U.S.

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

or ultimately prohibited.

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

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

we seek shareholder approval of our initial business combination, our Initial Shareholders have agreed to vote their Founder Shares

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

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

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

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

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

requirement that we complete our initial business combination within 24 months from the closing of our IPO (or up to 33 months, if

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

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

as we approach our dissolution deadline.

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

except for the purpose of winding up.

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

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.

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

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

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

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

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

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

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

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

is a non-U.S.

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

This may make

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

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

For example, we may not

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

target company since such initial business combination may be subject

foreign investment regulations and review by a U.S.

government entity, such as the Committee on Foreign Investment in the

United States (CFIUS), or ultimately prohibited.

Related to Our Securities

We may issue additional

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

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

The grant of registration

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

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

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

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

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

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

Related to Our Management

Our officers and directors

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

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

potential target to us instead of to our competitors.

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

our initial business combination.

Our initial shareholders

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

We are an emerging growth

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

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

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

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

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

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

This conflict of interest could have a negative impact

on our ability to complete our initial business combination.

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

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

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

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

Business Combination Risks

Our management may not

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

We cannot provide assurance that, upon loss

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

such business.

We may seek acquisition

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

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

We cannot provide assurance

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

profitably operate such business.

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

record of revenue or earnings.

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

Because of the costs and

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

Many countries have difficult

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

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

We may face additional

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

If we effect our initial

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

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

PRC regulations relating

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

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

beneficial owners to liability and penalties under PRC laws.

Certain existing or future

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

particularly those target companies in China.

If any dividend is declared

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

If we effect an initial

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

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

Changes in the policies,

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

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

The Chinese government

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

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

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

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

decline or become worthless.

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

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

Chinese government agencies

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

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

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

As a result, both you and us face uncertainty

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

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

In light of recent events

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

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

exchange or enter into a definitive business combination agreement

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

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

Governmental control of

currency conversion may affect the value of your investment.

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

Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.

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

If we effect our initial business combination with a business located in the PRC, the laws applicable to such business will likely govern all of our material agreements and we may not be able to enforce our legal rights.

PRC regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries and Chinese subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC laws.

existing or future U.S.

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

certain companies, particularly those target companies in China.

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

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

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

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

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

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

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

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

to significantly decline or become worthless.

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

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

of our Ordinary Shares.

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

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 an initial business combination with a company with more

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business