What changed in this filing

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Item 1A. Risk Factors

2025-04-14 compared with 2024-04-16 · 479 added, 620 removed, 2299 unchanged (32% of the section changed)

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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.

Further, we expect to incur significant costs

in pursuit of our acquisition plans.

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

discussed in the section of this Form 10-K titled “Management’s Discussion and Analysis of Financial Condition and Results

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

These factors,

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

The financial statements contained elsewhere

in this Form 10-K do not include any adjustments that might result from our inability to consummate our Initial Public Offering or our

inability to continue as a going concern.

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

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in favor of our initial business combination.

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

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

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

Our founder shares and private

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

Accordingly, if we seek shareholder

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

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

cast by our public shareholders.

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

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

Furthermore, we

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

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

we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may

be contained in the agreement relating to our initial business combination.

Consequently, if accepting all properly submitted redemption

requests would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon completion of our initial

business combination or such greater amount necessary to satisfy a closing condition, each as described above, we would not proceed with

such redemption and the related business combination and may instead search for an alternate business combination.

Prospective targets

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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 share.

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

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the trust account.

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

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

however, at such

time our share 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 share in the open market.

search for a business combination, and any target business with which we ultimately consummate a 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.

COVID-19 pandemic has adversely affected, and may continue to adversely affect, the economies and financial markets worldwide, and the

business of any potential target business with which we may consummate a business combination could be materially and adversely affected.

Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the

ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable

to negotiate and consummate a transaction in a timely manner.

In addition, countries or supranational organizations in our target markets

may develop and implement legislation that makes it more difficult or impossible for entities outside such countries or target markets

to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital.

The extent to which COVID-19 impacts our

search for and ability to consummate a business combination will depend on future developments, which are highly uncertain and cannot

be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat

its impact, among others.

If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of

time, and result in protectionist sentiments and legislation in our target markets, our ability to consummate a business combination,

or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be

impacted by COVID-19 and other events.

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

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

Originally, we had up to 12 months from

the closing of our Initial Public Offering to consummate an initial business combination, which may have been extended up to two times,

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

to the terms of our amended and restated memorandum and articles of association and the trust agreement entered into between us and Continental

Stock Transfer & Trust Company on December 22, 2022, in order for the time available for us to consummate our initial business combination

to be extended, our sponsor or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must

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

At the Meeting held on December 21, 2023, the Company adopted the Second Amended and Restated Memorandum and Articles of Association reflecting

the extension of the date by which the Company must consummate a business combination from December 22, 2023 (the “Termination Date”)

up to ten (10) times, the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each

(each an “Extension”) up to December 22, 2024 (i.e., for a period of time ending up to 24 months after the consummation of

its Initial Public Offering for a total of twelve (12) months after the Termination Date (assuming a business combination has not occurred).

The Company also entered into the Trust Agreement Amendment to the Investment Management Trust Agreement, dated as of December 19, 2022,

with Continental Stock Transfer & Trust Company (as amended, the “Trust Agreement”).

Pursuant to the Trust Agreement Amendment,

the Company has extended the date by which it has to complete a business combination from the Termination Date up to ten (10) times, with

the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each from the Termination

Date, or extended date, as applicable, to December 22, 2024 by providing five days’ advance notice to the trustee prior to the applicable

Termination Date, or extended date, and depositing into the Trust Account $55,000 for each monthly extension (the “Extension Payment”)

until December 22, 2024 (assuming a business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory

note payable upon the consummation of a business combination.

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

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

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

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

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

Association and the Trust Agreement to be entered into between us and Continental Stock Transfer & Trust Company on December 22,

2022, as amended on December 21, 2023, in order for the time available for us to consummate our initial business combination to be

extended, our sponsor or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must

deposit into the trust account $55,000 for each month in an extension, on or prior to the date of the applicable deadline until

December 22, 2024 (assuming a business combination has not occurred).

Our public shareholders will not be entitled to vote or redeem

their shares in connection with any such extension.

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,

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shareholders.

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

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

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

Originally, we had up to 12 months from the closing

of our Initial Public Offering to consummate an initial business combination, which may have been extended up to two times, each by an

additional three months (for a total of up to 18 months from the closing of our Initial Public Offering), provided that, pursuant to the

terms of our amended and restated memorandum and articles of association and the trust agreement entered into between us and Continental

Stock Transfer & Trust Company on December 22, 2022, in order for the time available for us to consummate our initial business combination

to be extended, our sponsor or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must

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

At the Meeting held on December 21, 2023, the Company adopted the Second Amended and Restated Memorandum and Articles of Association reflecting

the extension of the date by which the Company must consummate a business combination from the Termination Date up to ten (10) times,

the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each (each an “Extension”)

up to December 22, 2024 (i.e., for a period of time ending up to 24 months after the consummation of its Initial Public Offering for a

total of twelve (12) months after the Termination Date (assuming a business combination has not occurred).

The Company also entered into

the Trust Agreement Amendment to the Trust Agreement.

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

which it has to complete a business combination from the Termination Date up to ten (10) times, with the first extension comprised of

three months, and the subsequent nine (9) extensions comprised of one month each from the Termination Date, or extended date, as applicable,

to December 22, 2024 by providing five days’ advance notice to the trustee prior to the applicable Termination Date, or extended

date, and depositing into the Trust Account the Extension Payment until December 22, 2024 (assuming a business combination has not occurred)

in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination.

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

However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may,

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

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

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

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

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

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

month in an extension, on or prior to the date of the applicable deadline until December 22, 2024 (assuming a business combination has

not occurred).

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

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

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

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.

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

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

our registration statement/proxy

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

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

with the purpose of such purchases;

if our sponsor, directors,

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

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

our registration statement/proxy

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

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

combination transaction;

our sponsor, directors,

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

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

we would disclose in a

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

the amount of our securities

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

with the purchase price;

the purpose of the purchases

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

the impact, if any, of

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

combination transaction will be approved;

the identities of our security

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

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

advisors or any of their affiliates;

the number of our securities

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

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

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

with a shareholder vote to amend our Second Amended and Restated Memorandum and Articles of Association (A) to modify the substance or

timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares

if we do not complete our initial business combination within 15 months from the closing of our Initial Public Offering, or if we decide

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

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

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

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

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

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.

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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 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 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

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.

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,

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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 provides that

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

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

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

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

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

Your inability to redeem the Excess Shares

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

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

Additionally, you will not receive redemption distributions with respect

to the Excess Shares if we complete our business combination.

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

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and other risk factors in this section.

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

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

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

Following the Meeting at

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

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

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

funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 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 24 months from the closing of our Initial Public Offering (as further described in our Registration Statement), assuming that

our initial business combination is not completed during that time.

We believe that, upon the closing of our Initial Public

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

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

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

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

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

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

We could also use a portion of

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

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

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

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

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

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

If we are unable to

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

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

In certain circumstances, our

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

See “ — If third parties bring claims

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

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

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

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

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business combination.

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

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

In the event that our offering expenses exceed our estimate

of $550,000 (excluding underwriting discount), we may fund such excess with funds not to be held in the trust account.

In such 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.

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 combination.

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.

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

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

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

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

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

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

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

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

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

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

shareholders, advisors or their affiliates.

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

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

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

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

business combination.

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

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

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

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

Because we have not yet selected or approached any specific

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

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

To the extent we

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

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

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

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

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

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

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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 units,

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

diversification may negatively impact our operations and profitability.

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

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

may 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

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Accordingly, the prospects for our success may be:

solely dependent upon the

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

dependent upon the development

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

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

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or ultimately prohibited.

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

Pengfei Zheng, who own approximately 23.2% of our outstanding

shares following our Initial Public Offering.

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

significant ties to, China.

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

limiting our pool of acquisition candidates.

This would impact our search for a target company and make it harder for us to complete

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

For example, we may not be able to complete an initial

business combination with a U.S.

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.

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

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

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adverse consequences, including:

a limited availability

of market quotations for our securities;

reduced liquidity for our

a determination that our

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

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

a limited amount of news

and analyst coverage;

a decreased ability to

issue additional securities or obtain additional financing in the future.

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

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our securities.

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

The Staff notified the Company that it was

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

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

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

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

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

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

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present other risks.

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

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

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

ordinary shares issued and outstanding.

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

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

There are no preference

shares issued and outstanding.

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 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 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:

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 to (x) extend the

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

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

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

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

their public shares.

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

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

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

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

for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if

we do not complete our initial business combination within 15 months from the closing of our Initial Public Offering, or if we decide

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

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

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

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

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

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:

may significantly dilute

the equity interest of investors in our Initial Public Offering;

may subordinate the rights

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

could cause a change of

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

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

may adversely affect prevailing

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

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 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.

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:

default and foreclosure

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

acceleration of our obligations

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

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

our immediate payment of

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

our inability to obtain

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

debt security is outstanding;

our inability to pay dividends

on our ordinary shares;

using a substantial portion

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

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

limitations on our flexibility

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

increased vulnerability

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

limitations on our ability

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

other disadvantages compared

to our competitors who have less debt.

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

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Founder Shares.

In addition, holders of our private units and their permitted transferees can demand that we register the private units

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

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

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

are registered.

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,

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.

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

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

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

more difficult to complete our business combination.

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 units to our sponsor and EBC.

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

Our Initial Shareholders

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

Such working capital units would be identical to the private units sold in the

private placement.

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

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Shares issued to complete the business combination.

Therefore, our private 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 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,

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).

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Offering, prices and terms of the Units, including the Ordinary Shares, the Rights underlying the Units, include:

the history and prospects

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

prior offerings of those

our prospects for acquiring

an operating business;

a review of debt to equity

ratios in leveraged transactions;

our capital structure;

an assessment of our management

and their experience in identifying operating companies;

general conditions of the

securities markets at the time of our Initial Public Offering;

other factors as were deemed

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

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

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

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

as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would

otherwise be reasonable for us to pursue.

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.

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125,000 EBC Founder Shares for an aggregate purchase price of $1,750.

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

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

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

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

and the EBC founder shares).

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.

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

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

EBC purchased an aggregate

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

with the closing of our Initial Public Offering.

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

business combination.

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

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

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

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

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

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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 that relate to our pre-business combination activity

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

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

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

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

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

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shareholders.

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

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

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

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

our 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 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 and/or

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

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

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

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

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

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 (i) that would modify the substance or timing of our obligation to allow redemption

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

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

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

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

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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 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 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.

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 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 will own founder shares representing 20% 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 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 units sold in the private placement.

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

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.

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 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

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

an inability to compete

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

an inability to manage

rapid change, increasing consumer expectations and growth;

an inability to build strong

brand identity and improve subscriber or customer satisfaction and loyalty;

a reliance on proprietary

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

to use such technology effectively;

an inability to deal with

our subscribers’ or customers’ privacy concerns;

an inability to attract

and retain subscribers or customers;

an inability to license

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

any significant disruption

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

an inability by us, or

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

potential liability for

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

competition for advertising

competition for the leisure

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

and changes in consumer expectations and behavior;

disruption or failure of

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

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

an inability to obtain

necessary hardware, software, and operational support;

reliance on third-party

vendors or service providers.

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.

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

rules and regulations or

currency redemption or corporate withholding taxes on individuals;

tariffs and trade barriers;

regulations related to

customs and import/export matters;

longer payment cycles than

in the United States;

economic policies and market

unexpected changes in regulatory

requirements;

challenges in managing

and staffing international operations;

tax issues, such as tax

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

currency fluctuations;

challenges in collecting

accounts receivable;

cultural and language differences;

protection of intellectual

employment regulations.

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

and trade barriers;

related to customs and import/export matters;

payment cycles than in the United States;

policies and market conditions;

changes in regulatory requirements;

in managing and staffing international operations;

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

fluctuations;

in collecting accounts receivable;

and language differences;

of intellectual property;

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

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

levying fines;

revoking our business and

other licenses;

requiring that we restructure

our ownership or operations;

requiring that we discontinue

any portion or all of our business.

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.

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our directors or officers.

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

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

We will also be subject to the federal

securities laws of the United States.

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

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

the Cayman Islands.

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

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

in the Cayman Islands.

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

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

In particular, the

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

and judicially interpreted bodies of corporate law.

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

derivative action in a federal court of the United States.

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

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could become subject to regulation under the Investment Company Act of 1940.

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.

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

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

of Association to modify (A) the substance or timing of our obligation to allow redemption in connection with our initial business combination

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

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

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

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

or (iii) absent a business combination, our return

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

If we do not invest

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

If we were deemed to be subject to the

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

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

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

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

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.

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Notwithstanding

the foregoing, as indicated above, on March 30, 2022, the SEC issued proposed rules 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 24 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 24 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.

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

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

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

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

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

that shareholders may consider to be in their best interests.

These provisions include a staggered board of directors and the ability

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

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

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

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

What changed 10-K

Item 1A. Risk Factors