What changed in this filing

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Item 1. Business

2026-03-04 compared with 2025-03-05 · 908 added, 831 removed, 29 unchanged (98% of the section changed)

SPAC III Acquisition Corp.

(the “Company”) is a blank check company incorporated as a British Virgin Island (“BVI”)

business company on September 3, 2021.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition,

stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

Public Offering and Private Placement

November 12, 2024, the Company consummated its IPO of 5,500,000 units (“Units”).

Each Unit consists of one Class A ordinary

share (the “Class A Ordinary Share”), no par value per share, and one right (the “Right”) to receive of one-tenth

of one Class A ordinary share upon the completion of the initial Business Combination.

The Units were sold at an offering price of $10.00

per Unit, generating total gross proceeds of $55,000,000.

Simultaneously

with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”)

of 280,000 units (the “Private Placement Units”) to A SPAC III (Holdings) Corp.

(the “Sponsor”), at a price of

$10.00 per Private Placement Unit, generating total proceeds of $2,800,000.

The Private Placement Units are identical to the Units sold

Additionally, the Sponsor and holders of our Founder Shares (the “initial shareholders”) agreed not to transfer,

assign or sell any of the Private Placement Units or underlying securities (except in limited circumstances, as described in the Registration

Statement) until after the completion of the Company’s initial business combination.

Such initial shareholders were granted certain

demand and piggyback registration rights in connection with the purchase of the Private Placement Units.

The Private Placement Units

were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

Company granted the underwriters a 45-day option to purchase up to 825,000 additional Units to cover over-allotments.

Subsequently, on

November 15, 2024, Maxim Group LLC, the representative of the underwriter of the IPO (“Maxim”) notified the Company of their

election to partially exercise the over-allotment option and to purchase an additional 500,000 Units of the Company (the “Over-Allotment

Option Units”).

The closing of the issuance and sale of the Over-Allotment Option Units occurred on November 19, 2024.

aggregate issuance by the Company of 500,000 Over-Allotment Option Units at the price of $10.00 per unit generated total gross proceeds

of $5,000,000.

On November 19, 2024, simultaneously with the closing and sale of the Over-Allotment Option Units, the Company consummated

the private sale of an additional 5,000 Private Placement Units to the Sponsor, generating gross proceeds of $50,000.

a result of the underwriter’s partial exercise of the over-allotment option on November 19, 2024, 81,250 shares of Class B ordinary

share were forfeited for no consideration.

connection with the IPO and issuance and sales of the Over-Allotment Option Units, the Company issued to Maxim, an aggregate of 270,000

Class A ordinary shares for no consideration (the “Representative Shares”).

total of $60,000,000 of the net proceeds from the IPO (including the Over-Allotment Option Units) and the Private Placement were deposited

in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”).

the funds held in trust will be released from the Trust Account, other than interest income to pay any tax obligations, until the earlier

to occur of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection

with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance

or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business

Combination within the Combination Period (defined below) or (B) with respect to any other provision relating to shareholders’

rights or pre-Business Combination activity and (iii) the redemption of all of the public shares if the Company is unable to complete

the initial Business Combination within the Combination Period， subject to applicable law and as further described in the Prospectus.

of December 31, 2024, the Company had not commenced any operations.

All activities for the period from September 3, 2021 (inception)

through December 31, 2024 were organizational activities and those necessary to prepare for the Initial Public Offering (the “IPO”),

and, following our IPO, searching for a Business Combination target and the negotiation with potential targets for an initial Business

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at

the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds

derived from the IPO.

January 1, 2025, the Company announced that holders of the Company’s units may elect to separately trade the Class A ordinary shares

and rights included in its units commencing on or about January 3, 2025.

The Class A Ordinary Shares and Rights are currently trading

on the Nasdaq Capital Market (“Nasdaq”) under the symbols “ASPC” and “ASPCR,” respectively.

Units not separated will continue to trade on Nasdaq under the symbol “ASPCU”.

Holders of Public Units will need to have

their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, in order to separate the holders’

Public Units into Class A Ordinary Shares and Rights.

Agreements Subject to Definitive Agreements

December 31, 2024, the Company entered into an agreement with HDEducation Group Limited, a Cayman Islands exempted company (“HD

Group”) (the “HD Group Agreement”).

HD Group is headquartered in Anji County, China, and is a comprehensive service

platform for students pursuing university education globally.

The Agreement is intended to express a mutual indication of interest, and

remains subject, in all respect, to the execution of definitive agreements.

Pursuant to the terms of the Agreement, the aggregate consideration

to be paid to existing shareholders of HD Group is $300,000,000, which will be paid entirely in stock, comprised of newly issued Class

A ordinary shares and Class B ordinary shares of A SPAC III Mini Acquisition Corp., a to-be-formed British Virgin Islands business company

and the Company’s its wholly owned subsidiary (the “Purchaser”) at a price of $10.00 per share.

January 24, 2025, the Company entered into an a agreement with Bioserica International Limited, a British Virgin Islands business company

(“Bioserica”) (the “Bioserica Agreement”).

Bioserica is in the business of researching and developing, manufacturing,

marketing and sales of bio-based antimicrobial materials.

The Agreement is intended to express a mutual indication of interest, reflects

additional terms negotiated, and remains subject, in all respect, to the execution of definitive agreements.

The Agreement is intended

to express a mutual indication of interest, and remains subject, in all respect, to the execution of definitive agreements.

to the terms of the Agreement, the aggregate consideration to be paid to existing shareholders of Bioserica is $200,000,000, which will

be paid entirely in stock, comprised of newly issued Class A ordinary shares and Class B ordinary shares of the Purchaser at a price

of $10.00 per share.

will seek to capitalize on the experience and networks of the members of our management and director team:

Claudius Tsang, Mr.

Wai Yuen Marvin, Mr.

Wong Yi Dung Eden and Mr.

Our team consists of seasoned and experienced professionals who have significant

experience in both public and private companies.

Members of our management also have experience in sourcing and evaluating potential

investment targets as well as deal negotiation, corporate finance, business operations and management.

Our team has developed a proprietary

network of relationships with business leaders, investors and intermediaries that we believe can generate deal flow for us.

Claudius Tsang, our Chief Executive Officer, Chief Financial Officer and Chairman, has over 20 years of experience in capital markets,

with a strong track record in private equity, M&A transactions and PIPE investments with a focus on Greater China and other emerging

Xiangge Liu, our Independent Director, has over 25 years of extensive experience in private equity, project finance and

advisory services.

Wong Yi Dung Eden, our Independent Director, is an experienced leader in the finance and investment management

space, having founded and managed multiple investment firms and serving in senior roles at various financial institutions.

Yuen Marvin, our Independent Director, has expertise in finance, investment management and business development, with significant roles

in corporate finance and capital market advisory activities.

believe the experience and network of relationships of our management and director team will give us advantages in sourcing, structuring

and consummating a business combination.

However, none of our management and director team is obligated to remain with the company after

an acquisition transaction, and we cannot provide assurance that the resignation or retention of our current management will be a term

or condition in any agreement relating to an acquisition transaction.

Moreover, despite the competitive advantages we believe we have,

we remain subject to significant competition with respect to identifying and executing an acquisition transaction.

management team’s past performance is not an assurance that we will be able to identify an appropriate candidate for our initial

business combination or achieve success with respect to the business combination we intend to consummate.

rights for public shareholders upon consummation of our initial business combination

will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our

initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account

as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net

of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein.

amount in the trust account is initially anticipated to be $10.00 per public share (subject to increase of up to an additional $0.20

per share in the event that our Sponsor elects to extend the period of time to consummate a business combination by the full six months).

There will be no redemption rights upon the completion of our initial business combination with respect to our public rights or private

placement rights.

Maxim (and its designees), our Sponsor, officers and directors have entered into a letter agreement with us, pursuant

to which they have agreed (and their permitted transferees will agree) to waive their redemption rights with respect to their founder

shares, Private Placement Shares (underlying the Private Placement Units) and/or Representative’s Shares.

However, if our initial

shareholder or any of our officers, directors or affiliates acquires public shares in or after the initial public offering, they will

be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination

within the required time period.

of public shares and liquidation if no initial business combination

sponsor, officers and directors have agreed that we will complete our initial business combination by November 12, 2025, (or up to May

12, 2026 if the Company extend the period of time to consummate a Business Combination by the full amount of time) (the “Combination

If we are unable to consummate our initial business combination within the time period specified in our amended and restated

memorandum and articles of association, we will:

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

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

aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up

to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely

extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Board

of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under British Virgin Islands law to provide

for claims of creditors and the requirements of other applicable law.

the redemption of public shares, we intend to enter “voluntary liquidation” which is the statutory process for formally closing

and dissolving a company under the laws of the British Virgin Islands.

Given that we intend to enter voluntary liquidation following

the redemption of public shareholders from the trust account, we do not expect that the voluntary liquidation process will cause any

delay to the payment of redemption proceeds from our trust account.

In connection with such a voluntary liquidation, the liquidator would

give notice to creditors inviting them to submit their claims for payment, by notifying known creditors (if any) who have not submitted

claims and by placing a public advertisement in at least one newspaper published in the British Virgin Islands newspaper and in at least

one newspaper circulating in the location where the company has its principal place of business, and taking any other steps he considers

appropriate to identify the company’s creditors, after which our remaining assets would be distributed.

As soon as the affairs

of the company are fully wound-up, the liquidator must complete his statement of account and file notice with the Registrar that the

liquidation is complete.

We would be dissolved once the Registrar issues a Certificate of Dissolution.

initial shareholder and Maxim have agreed to waive their redemption rights with respect to their Founder Shares and Representative Shares

if we fail to consummate our initial business combination within the applicable period from the closing of our initial public offering.

if our initial shareholder, or any of our officers, directors or affiliates acquire public shares in or after the initial public offering,

they will be entitled to redemption rights with respect to such public shares if we fail to consummate our initial business combination

within the required time period.

There will be no redemption rights or liquidating distributions with respect to our private placement

units, which will expire worthless in the event we do not consummate our initial business combination within the Combination Period.

We will pay the costs of our liquidation from our remaining assets outside of the trust account or interest earned on the funds held

in the trust account.

However, the liquidator may determine that he or she requires additional time to evaluate creditors’ claims

(particularly if there is uncertainty over the validity or extent of the claims of any creditors).

Also, a creditor or shareholder may

file a petition with the BVI court which, if successful, may result in our liquidation being subject to the supervision of that court.

Such events might delay distribution of some or all of our remaining assets.

A SPAC III Acquisition Corp.

(the “Company”) is a blank check company incorporated as a British Virgin Island (“BVI”) business company on September

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization

or similar business combination with one or more businesses (the “Business Combination”).

Initial Public Offering and Private Placement

On November 12, 2024, the

Company consummated its IPO of 5,500,000 units (“Units”).

Each Unit consists of one Class A ordinary share (the “Class

A Ordinary Share”), no par value per share, and one right (the “Right”) to receive of one-tenth of one Class A ordinary

share upon the completion of the initial Business Combination.

The Units were sold at an offering price of $10.00 per Unit, generating

total gross proceeds of $55,000,000.

Simultaneously with the consummation

of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 280,000 units

(the “Private Placement Units”) to A SPAC III (Holdings) Corp.

(the “Sponsor”), at a price of $10.00 per Private

Placement Unit, generating total proceeds of $2,800,000.

The Private Placement Units are identical to the Units sold in the IPO.

Additionally,

in any liquidation proceedings of the company under British Virgin Islands law, the funds held in our trust account may be included in

our estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any such claims

deplete the trust account we may not be able to return to our public shareholders the liquidation amounts payable to them.

we do not complete an initial business combination and expend all of the net proceeds of our initial public offering, other than the

proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account or any amount

that may be deposited into the trust account to extend the date by which the Company has to complete a business combination, the per-share

redemption amount received by shareholders upon our dissolution would be approximately $10.00.

The proceeds deposited in the trust account

could, however, become subject to the claims of our creditors, which would have higher priority than the claims of our public shareholders.

The actual per-share redemption amount received by shareholders may be less than $10.00, plus interest (net of taxes payable, and less

up to $100,000 of interest to pay liquidation expenses).

we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute

agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit

of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that

they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of

fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order

to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses

to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive

alternatives are reasonably available to us and will only enter into an agreement with a third party if management believes that such

third party’s engagement would be the best interests of the company under the circumstances.

Examples of possible instances where

we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise

or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or in cases where

management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities will

agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with

us and will not seek recourse against the trust account for any reason.

In order to protect the amounts held in the trust account or

any amount that may be deposited into the trust account to extend the date by which the Company has to complete a business combination,

our sponsor agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to

us, or a prospective target business with which we have discussed entering into a business combination agreement, reduce the amounts

in the trust account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any and all rights

to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the initial public offering

against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable

against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims.

However, our sponsor

may not be able to satisfy those obligations.

None of our officers or directors will indemnify us for claims by third parties including,

without limitation, claims by vendors and prospective target businesses.

We have not independently verified whether our sponsor has sufficient

funds to satisfy his indemnity obligations and believe that our sponsor’s only assets are securities of our company.

the event that the proceeds in the trust account are reduced below $10.00 per share and our sponsor asserts that it is unable to satisfy

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

determine whether to take legal action against our sponsor to enforce its indemnification obligations.

It is possible that our independent

directors in exercising their business judgment may choose not to do so in any particular instance.

Accordingly, due to claims of creditors,

the actual value of the per-share redemption price may be less than $10.00 per share.

will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring

to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements

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

Our sponsor will also not be

liable as to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including

liabilities under the Securities Act.

the Sponsor and holders of our Founder Shares (the “initial shareholders”) agreed not to transfer, assign or sell any of the

Private Placement Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until after

the completion of the Company’s initial business combination.

Such initial shareholders were granted certain demand and piggyback

registration rights in connection with the purchase of the Private Placement Units.

The Private Placement Units were issued pursuant to

Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

The Company granted the underwriters

a 45-day option to purchase up to 825,000 additional Units to cover over-allotments.

Subsequently, on November 15, 2024, Maxim Group LLC,

the representative of the underwriter of the IPO (“Maxim”) notified the Company of their election to partially exercise the

over-allotment option and to purchase an additional 500,000 Units of the Company (the “Over-Allotment Option Units”).

closing of the issuance and sale of the Over-Allotment Option Units occurred on November 19, 2024.

The total aggregate issuance by the

Company of 500,000 Over-Allotment Option Units at the price of $10.00 per unit generated total gross proceeds of $5,000,000.

19, 2024, simultaneously with the closing and sale of the Over-Allotment Option Units, the Company consummated the private sale of an

additional 5,000 Private Placement Units to the Sponsor, generating gross proceeds of $50,000.

As a result of the underwriter’s

partial exercise of the over-allotment option on November 19, 2024, 81,250 shares of Class B ordinary share were forfeited for no consideration.

In connection with the IPO

and issuance and sales of the Over-Allotment Option Units, the Company issued to Maxim, an aggregate of 270,000 Class A ordinary shares

for no consideration (the “Representative Shares”).

A total of $60,000,000 of

the net proceeds from the IPO (including the Over-Allotment Option Units) and the Private Placement were deposited in a trust account

established for the benefit of the Company’s public shareholders (the “Trust Account”).

None of the funds held in trust

will be released from the Trust Account, other than interest income to pay any tax obligations, until the earlier to occur of (i) the

completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder

vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of

the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within

the Combination Period (defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-Business

Combination activity and (iii) the redemption of all of the public shares if the Company is unable to complete the initial Business Combination

within the Combination Period， subject to applicable law and as further described in the Prospectus.

As of December 31, 2025, the

Company had not commenced any operations.

All activities for the period from September 3, 2021 (inception) through December 31, 2025 were

organizational activities and those necessary to prepare for the Initial Public Offering (the “IPO”), and, following our IPO,

searching for a Business Combination target and the negotiation with potential targets for an initial Business Combination.

will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

On January 1, 2025, the Company

announced that holders of the Company’s units may elect to separately trade the Class A ordinary shares and rights included in its

units commencing on or about January 3, 2025.

The Class A Ordinary Shares and Rights are currently trading on the Nasdaq Capital Market

(“Nasdaq”) under the symbols “ASPC” and “ASPCR,” respectively.

Public Units not separated will continue

to trade on Nasdaq under the symbol “ASPCU”.

Holders of Public Units will need to have their brokers contact the Company’s

transfer agent, Continental Stock Transfer & Trust Company, in order to separate the holders’ Public Units into Class A Ordinary

Shares and Rights.

Business Agreements Subject to Definitive Agreements

On December 31, 2024, the

Company entered into an agreement with HDEducation Group Limited, a Cayman Islands exempted company (“HD Group”) (the “HD

Group Agreement”).

HD Group is headquartered in Anji County, China, and is a comprehensive service platform for students pursuing

university education globally.

The Agreement is intended to express a mutual indication of interest, and remains subject, in all respect,

to the execution of definitive agreements.

Pursuant to the terms of the Agreement, the aggregate consideration to be paid to existing

shareholders of HD Group is $300,000,000, which will be paid entirely in stock, comprised of newly issued Class A ordinary shares and

Class B ordinary shares of A SPAC III Mini Acquisition Corp., a to-be-formed British Virgin Islands business company and the Company’s

its wholly owned subsidiary at a price of $10.00 per share.

On May 21, 2025, the HD Group Agreement was terminated by mutual agreement

by the Company and HD Group.

On January 24, 2025, the Company entered into an agreement with Bioserica

International Limited 禾素國際有限公司, a British Virgin Islands business company (“Bioserica”)

(the “Bioserica Agreement”).

Bioserica is in the business of researching and developing, manufacturing, marketing and sales

of bio-based antimicrobial materials.

The Bioserica Agreement is intended to express a mutual indication of interest, reflects additional

terms negotiated, and remains subject, in all respect, to the execution of definitive agreements.

Merger Agreement

On May 23, 2025, the Company entered into a merger agreement (as it

may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with (i) Bioserica, (ii) A SPAC

III Mini Acquisition Corp., a British Virgin Islands business company and wholly-owned subsidiary of the Company (the “PubCo”),

and (iii) A SPAC III Mini Sub Acquisition Corp., a British Virgin Islands business company formed as a wholly owned subsidiary of PubCo

(“Merger Sub”).

Pursuant to the Merger Agreement, among other things, (i) the Company

will merge with and into PubCo, the separate corporate existence will cease and PubCo will continue as the surviving corporation (the

“Reincorporation Merger”), and (ii) the Merger Sub will merge with and into Bioserica and Bioserica will continue as the surviving

company under the laws of the British Virgin Islands and become a wholly owned subsidiary of PubCo (the “Acquisition Merger”).

Pursuant to the terms of the Merger Agreement, the aggregate consideration for the Acquisition Merger is $217,860,000, consisting of (i)

$200,000,000, payable in the form of 20,000,000 newly issued PubCo Class B ordinary shares, valued at $10.00 per share;

and (ii) $17,860,000,

payable in the form of 1,786,000 newly issued PubCo Class A ordinary shares, valued at $10.00 per share (assuming that Bioserica would

receive an aggregate of $12,500,000 investment from third parties prior to Closing).

The Merger Agreement contains customary representations, warranties

and covenants of the parties thereto.

The consummation of the transactions contemplated by the Merger Agreement is subject to certain

conditions as further described in the Merger Agreement.

The foregoing description

of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement,

a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on May 27, 2025, and incorporated by reference herein.

Concurrently with the execution

of the Merger Agreement, Bioserica, PubCo, the Company and a shareholder of Bioserica (the “Supporting Shareholder”) entered

into a voting and support agreement (“Voting and Support Agreement”) pursuant to which such the Supporting Shareholder has

agreed, among other things, to vote in favor of the Acquisition Merger, the adoption of the Merger Agreement and any other matters necessary

or reasonably requested by Bioserica, PubCo or the Company for consummation of the Acquisition Merger and the other transactions contemplated

by the Merger Agreement.

In addition, the Supporting Shareholder has agreed not to sell, assign, encumber, pledge, hypothecate, dispose,

loan or otherwise transfer the shares of the Company owned of record and beneficially by such Supporting Shareholder or over which such

Supporting Shareholder has voting power, prior to the earlier to occur of (a) the closing of the Acquisition Merger, (b) the termination

of the Merger Agreement, and (c) written agreement of the Supporting Shareholder, on the one hand, and the Company and PubCo, on the other

Reorganization

On September 10, 2025, the

Company completed an internal reorganization, pursuant to which Merger Sub became a wholly owned subsidiary of the Company (the “Reorganization”).

As part of the Reorganization, PubCo transferred 100% of the issued and outstanding equity of Merger Sub to the Company.

Competitive Strengths

We will seek to capitalize

on the experience and networks of the members of our management and director team:

Claudius Tsang, Mr.

Pang Wai Yuen Marvin, Mr.

Yi Dung Eden and Mr.

Our team consists of seasoned and experienced professionals who have significant experience in both

public and private companies.

Members of our management also have experience in sourcing and evaluating potential investment targets as

well as deal negotiation, corporate finance, business operations and management.

Our team has developed a proprietary network of relationships

with business leaders, investors and intermediaries that we believe can generate deal flow for us.

Claudius Tsang, our Chief

Executive Officer, Chief Financial Officer and Chairman, has over 20 years of experience in capital markets, with a strong track record

in private equity, M&A transactions and PIPE investments with a focus on Greater China and other emerging markets.

our Independent Director, has over 25 years of extensive experience in private equity, project finance and advisory services.

Yi Dung Eden, our Independent Director, is an experienced leader in the finance and investment management space, having founded and managed

multiple investment firms and serving in senior roles at various financial institutions.

Pang Wai Yuen Marvin, our Independent Director,

has expertise in finance, investment management and business development, with significant roles in corporate finance and capital market

advisory activities.

We believe the experience

and network of relationships of our management and director team will give us advantages in sourcing, structuring and consummating a business

However, none of our management and director team is obligated to remain with the company after an acquisition transaction,

and we cannot provide assurance that the resignation or retention of our current management will be a term or condition in any agreement

relating to an acquisition transaction.

Moreover, despite the competitive advantages we believe we have, we remain subject to significant

competition with respect to identifying and executing an acquisition transaction.

Our management team’s

past performance is not an assurance that we will be able to identify an appropriate candidate for our initial business combination or

achieve success with respect to the business combination we intend to consummate.

Redemption rights for public shareholders upon consummation of our

initial business combination

We will provide our public

shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior

to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by

the number of then outstanding public shares, subject to the limitations described herein.

The amount in the trust account

is initially anticipated to be $10.00 per public share (subject to increase of up to an additional $0.20 per share in the event that our

Sponsor elects to extend the period of time to consummate a business combination by the full six months).

There will be no redemption

rights upon the completion of our initial business combination with respect to our public rights or private placement rights.

its designees), our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (and

their permitted transferees will agree) to waive their redemption rights with respect to their founder shares, Private Placement Shares

(underlying the Private Placement Units) and/or Representative’s Shares.

However, if our initial shareholder or any of our officers,

directors or affiliates acquires public shares in or after the initial public offering, they will be entitled to receive liquidating distributions

with respect to such public shares if we fail to consummate our initial business combination within the required time period.

Redemption of public shares and liquidation if no initial business

The Company initially had

12 months from the closing of the IPO (or up to 18 months if the Company extends the date by which it has to complete a business combination)

to consummate an initial business combination.

Currently, as a result of the shareholders’ approval at the 2025 EGM (as defined

below), the Company amended and restated its memorandum and articles of association to extend the date by which it has to complete a business

combination (the “Combination Period”) to November 12, 2026, or up to 24 months from the IPO.

If we are unable to consummate

our initial business combination within the time period specified in our amended and restated memorandum and articles of association,

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten

business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution

expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of the Board of Directors, liquidate and dissolve,

subject in each case to the Company’s obligations under British Virgin Islands law to provide for claims of creditors and the requirements

of other applicable law.

Following the redemption of

public shares, we intend to enter “voluntary liquidation” which is the statutory process for formally closing and dissolving

a company under the laws of the British Virgin Islands.

Given that we intend to enter voluntary liquidation following the redemption of

public shareholders from the trust account, we do not expect that the voluntary liquidation process will cause any delay to the payment

of redemption proceeds from our trust account.

In connection with such a voluntary liquidation, the liquidator would give notice to creditors

inviting them to submit their claims for payment, by notifying known creditors (if any) who have not submitted claims and by placing a

public advertisement in at least one newspaper published in the British Virgin Islands newspaper and in at least one newspaper circulating

in the location where the company has its principal place of business, and taking any other steps he considers appropriate to identify

the company’s creditors, after which our remaining assets would be distributed.

As soon as the affairs of the company are fully

wound-up, the liquidator must complete his statement of account and file notice with the Registrar that the liquidation is complete.

would be dissolved once the Registrar issues a Certificate of Dissolution.

Our initial shareholder and

Maxim have agreed to waive their redemption rights with respect to their Founder Shares and Representative Shares if we fail to consummate

our initial business combination within the applicable period from the closing of our initial public offering.

However, if our initial shareholder,

or any of our officers, directors or affiliates acquire public shares in or after the initial public offering, they will be entitled to

redemption rights with respect to such public shares if we fail to consummate our initial business combination within the required time

There will be no redemption rights or liquidating distributions with respect to our Private Placement Units, which will expire

worthless in the event we do not consummate our initial business combination within the Combination Period.

We will pay the costs of our

liquidation from our remaining assets outside of the trust account or interest earned on the funds held in the trust account.

the liquidator may determine that he or she requires additional time to evaluate creditors’ claims (particularly if there is uncertainty

over the validity or extent of the claims of any creditors).

Also, a creditor or shareholder may file a petition with the BVI court which,

if successful, may result in our liquidation being subject to the supervision of that court.

Such events might delay distribution of some

or all of our remaining assets.

Additionally, in any liquidation

proceedings of the company under British Virgin Islands law, the funds held in our trust account may be included in our estate and subject

to the claims of third parties with priority over the claims of our shareholders.

To the extent any such claims deplete the trust account

we may not be able to return to our public shareholders the liquidation amounts payable to them.

If we do not complete an initial

business combination and expend all of the net proceeds of our initial public offering, other than the proceeds deposited in the trust

account, and without taking into account interest, if any, earned on the trust account or any amount that may be deposited into the trust

account to extend the date by which the Company has to complete a business combination, the per-share redemption amount received by shareholders

upon our dissolution would be approximately $10.00.

The proceeds deposited in the trust account could, however, become subject to the

claims of our creditors, which would have higher priority than the claims of our public shareholders.

The actual per-share redemption

amount received by shareholders may be less than $10.00, plus interest (net of taxes payable, and less up to $100,000 of interest to pay

liquidation expenses).

Although we will seek to have

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

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

there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from

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

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

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

If any third party refuses to execute an agreement waiving

such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available

to us and will only enter into an agreement with a third party if management believes that such third party’s engagement would be

the best interests of the company under the circumstances.

Examples of possible instances where we may engage a third party that refuses

to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management

to be superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service

provider willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to waive any claims they may have

in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against

the trust account for any reason.

In order to protect the amounts held in the trust account or any amount that may be deposited into the

trust account to extend the date by which the Company has to complete a business combination, our sponsor agreed that it will be liable

to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with

which we have discussed entering into a business combination agreement, reduce the amounts in the trust account to below $10.00 per share,

except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as

to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities

under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not

be responsible to the extent of any liability for such third party claims.

However, our sponsor may not be able to satisfy those obligations.

None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective

target businesses.

We have not independently verified whether our sponsor has sufficient funds to satisfy his indemnity obligations and

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

In the event that the proceeds

in the trust account are reduced below $10.00 per share and our sponsor asserts that it is unable to satisfy any applicable obligations

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

legal action against our sponsor to enforce its indemnification obligations.

It is possible that our independent directors in exercising

their business judgment may choose not to do so in any particular instance.

Accordingly, due to claims of creditors, the actual value

of the per-share redemption price may be less than $10.00 per share.

We will seek to reduce the

possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service

providers, prospective target businesses or other entities with which we do business execute agreements with us waive any right, title,

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

Our sponsor will also not be liable as to any claims under our

indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act.

We will have access to funds not placed in the trust with which to pay any such potential claims.

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders

who received funds from our trust account could be liable for claims made by creditors.

we are deemed insolvent for the purposes of the Insolvency Act, 2003 of the British Virgin Islands, as amended (the “Insolvency

(i) we fail to comply with the requirements of a statutory demand that has not been set aside under section 157 of

the Insolvency Act;

(ii) execution or other process issued on a judgment, decree or order of a British Virgin Islands Court in favor

of a creditor of the company is returned wholly or partly unsatisfied;

or (iii) either the value of the company’s liabilities exceeds

its assets, or the company is unable to pay its debts as they fall due), then there are very limited circumstances where prior payments

made to shareholders or other parties may be deemed to be a “voidable transaction” for the purposes of the Insolvency Act.

A voidable transaction would include, for these purposes, payments made as “unfair preferences” or “transactions at

an undervalue”.

A liquidator appointed over an insolvent company who considers that a particular transaction or payment is a voidable

transaction under the Insolvency Act could apply to the British Virgin Islands Courts for an order setting aside that payment or transaction

in whole or in part.

Additionally,

if we enter insolvent liquidation under the Insolvency Act, the funds held in our trust account will likely be included in our estate

and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any insolvency claims deplete

the trust account you may not be able to return to our public shareholders the liquidation amounts due them.

public shareholders will be entitled to receive funds from the trust account only (i) in the event of a redemption of the public shares

prior to any winding up in the event we do not consummate our initial business combination within 12 months of the closing of the offering

(or May 12, 2026, if we decide to extend the period of time to consummate a business combination), (ii) if they redeem their shares in

In the event that we liquidate and it

is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust

account could be liable for claims made by creditors.

If we are deemed insolvent

for the purposes of the Insolvency Act, 2003 of the British Virgin Islands, as amended (the “Insolvency Act”) (i.e.

fail to comply with the requirements of a statutory demand that has not been set aside under section 157 of the Insolvency Act;

(ii) execution

or other process issued on a judgment, decree or order of a British Virgin Islands Court in favor of a creditor of the company is returned

wholly or partly unsatisfied;

or (iii) either the value of the company’s liabilities exceeds its assets, or the company is unable

to pay its debts as they fall due), then there are very limited circumstances where prior payments made to shareholders or other parties

may be deemed to be a “voidable transaction” for the purposes of the Insolvency Act.

A voidable transaction would include,

for these purposes, payments made as “unfair preferences” or “transactions at an undervalue”.

A liquidator appointed

over an insolvent company who considers that a particular transaction or payment is a voidable transaction under the Insolvency Act could

apply to the British Virgin Islands Courts for an order setting aside that payment or transaction in whole or in part.

Additionally, if we enter

insolvent liquidation under the Insolvency Act, the funds held in our trust account will likely be included in our estate and subject

to the claims of third parties with priority over the claims of our shareholders.

To the extent any insolvency claims deplete the trust

account you may not be able to return to our public shareholders the liquidation amounts due them.

Our public shareholders will

be entitled to receive funds from the trust account only (i) in the event of a redemption of the public shares prior to any winding up

in the event we do not consummate our initial business combination within the Combination Period, (ii) if they redeem their shares in

connection with an initial business combination that we consummate or (iii) if they redeem their shares in connection with a shareholder

9 unchanged sentences

Such shareholder must have also exercised its redemption rights described above.

efforts in identifying prospective target businesses will not be limited to a particular industry or country, although we intend to focus

on businesses in the Environmental, Sustainability and Governance (ESG) and material technology sector, an area where we believe has

an optimistic growth trajectory for the coming years.

There is no restriction on the geographic location for our target search, and it

is our intent to pursue targets globally.

Since our Sponsor and its affiliate(s) as well as certain of our current executive officers

and directors are located or have significant ties to China, we may acquire a target business that is based, from, expanded or has operations

will seek to capitalize on the strength of our management team.

We believe that our board and management’s experiences, from evaluating

assets through investing, company building and strategic management, will enable us to identify and execute an initial business combination

with an attractive company or businesses within the Environmental, Sustainability and Governance (ESG) and material technology market.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors,

or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we seek to complete our initial business combination with a target that is affiliated with our Sponsor, officers or directors,

or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we, or a committee

of independent directors, would obtain an opinion from an independent firm that commonly renders valuation opinions, independent accounting

firm or independent investment banking firm that our initial business combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

with our acquisition strategy, we have identified the following criteria to evaluate prospective target businesses.

We will primarily

seek to acquire one or more growth businesses with a total enterprise value of between $100,000,000 and $600,000,000.

Although we may

decide to enter into our initial business combination with a target business that does not meet any of the criteria described below,

it is our intention to acquire companies that we believe:

a competitive advantage.

We intend to look for companies whose products and services are

defensible and afford a differentiation solution to customers.

a strong management team that can create significant value for the target company.

looking for proven management with a track record of executing and growing platforms who

can credibly operate within public markets.

ready to be public, and will benefit from access to capital market.

We will look for public-ready

target companies that can leverage access to capital markets to fuel their growth and increase

shareholder value.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be

based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management

or board of directors may deem relevant.

We may decide to enter into our initial business combination with a target business that does

not meet the above criteria and guidelines.

Business Combination

rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market

value equal to at least 80% of the balance in the trust account (less any taxes payable on interest earned and less any interest earned

thereon that is released to us for taxes) at the time of our signing a definitive agreement in connection with our initial business combination.

If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, or we seek

to complete our initial business combination with a target that is affiliated with our Sponsor, officers or directors, we will obtain

an opinion from an independent investment banking firm or an independent accounting firm or any other firm that commonly renders valuation

Acquisition Strategy

Our efforts in identifying

prospective target businesses will not be limited to a particular industry or country, although we intend to focus on businesses in the

Environmental, Sustainability and Governance (ESG) and material technology sector, an area where we believe has an optimistic growth trajectory

for the coming years.

There is no restriction on the geographic location for our target search, and it is our intent to pursue targets

Since our Sponsor and its affiliate(s) as well as certain of our current executive officers and directors are located or have

significant ties to China, we may acquire a target business that is based, from, expanded or has operations in China.

We will seek to capitalize

on the strength of our management team.

We believe that our board and management’s experiences, from evaluating assets through investing,

company building and strategic management, will enable us to identify and execute an initial business combination with an attractive company

or businesses within the Environmental, Sustainability and Governance (ESG) and material technology market.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, or completing the

business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we

seek to complete our initial business combination with a target that is affiliated with our Sponsor, officers or directors, or our Board

of Directors cannot independently determine the fair market value of the target business or businesses, we, or a committee of independent

directors, would obtain an opinion from an independent firm that commonly renders valuation opinions, independent accounting firm or independent

investment banking firm that our initial business combination is fair to our company from a financial point of view.

We are not required

to obtain such an opinion in any other context.

Investment Criteria

Consistent with our acquisition

strategy, we have identified the following criteria to evaluate prospective target businesses.

We will primarily seek to acquire one or

more growth businesses with a total enterprise value of between $100,000,000 and $600,000,000.

Although we may decide to enter into our

initial business combination with a target business that does not meet any of the criteria described below, it is our intention to acquire

companies that we believe:

Has a competitive advantage.

We intend to look for companies whose products and services are defensible and afford a differentiation solution to customers.

Has a strong management team that can create significant value for the target company.

We are looking for proven management with a track record of executing and growing platforms who can credibly operate within public markets.

Is ready to be public, and will benefit from access to capital market.

We will look for public-ready target companies that can leverage access to capital markets to fuel their growth and increase shareholder value.

These criteria are not intended

to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant,

on these general guidelines as well as other considerations, factors and criteria that our management or board of directors may deem relevant.

We may decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines.

Initial Business Combination

NASDAQ rules require that

our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to

at least 80% of the balance in the trust account (less any taxes payable on interest earned and less any interest earned thereon that

is released to us for taxes) at the time of our signing a definitive agreement in connection with our initial business combination.

our Board of Directors is not able to independently determine the fair market value of the target business or businesses, or we seek to

complete our initial business combination with a target that is affiliated with our Sponsor, officers or directors, we will obtain an

opinion from an independent investment banking firm or an independent accounting firm or any other firm that commonly renders valuation

We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

have until November 12, 2025 to consummate an initial business combination.

However, if we anticipate that we may not be able to consummate

our initial business combination by November 12, 2025, we may extend the period of time to consummate a business combination up to two

times, each time by an additional three months (up to May 12, 2026 to complete a business combination) (the “Combination Period”)

without shareholder approval.

Pursuant to the terms of our amended and restated memorandum and articles of association and the Investment

Management Trust Agreement, dated November 8, 2025 between us and Continental Stock Transfer & Trust Company, in order to extend

the time available for us to consummate our initial business combination, the Sponsor or its affiliates or designees, upon two days advance

notice prior to the applicable deadline, must deposit into the Trust Account $600,000 on or prior to the date of the applicable deadline,

for each three month extension (or up to an aggregate of $1,200,000) (the “Extension Fee”).

Any such payments may be made

from funds not held in the trust account or in the form of a loan.

Any such loans will be non-interest bearing and payable upon the consummation

of our initial business combination.

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds

of the trust account released to us.

Up to $1,150,000 of such loans may be convertible into units at a price of $10.00 per unit at the

option of the lender.

If we do not complete a business combination, the loans would be repaid out of funds not held in the Trust Account,

and only to the extent available.

Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to which

our Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that we

do not complete a business combination.

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

the time for us to complete our initial business combination.

we are unable to consummate an initial business combination within such time period, we will, as promptly as reasonably possible but

not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal

to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net

of interest that may be used by us to pay our taxes payable and less up to $100,000 of interest to pay for dissolution expenses), divided

by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders

(including the right to receive further liquidation distributions, if any), subject to applicable law and as further described herein,

and then seek to dissolve and liquidate.

We expect the pro rata redemption price to be approximately $10.00 per public share (regardless

of whether or not the underwriters exercise their over-allotment option) (subject to increase of up to an additional $0.20 per share

in the event that our Sponsor elects to extend the period of time to consummate a business combination by the full six months), without

taking into account any interest earned on such funds.

However, we cannot assure you that we will in fact be able to distribute such

amounts as a result of claims of creditors which may take priority over the claims of our public shareholders.

anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares

will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial

business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target

business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete

such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target

or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-transaction company owns or acquires

50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority

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

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding

capital stock of a target.

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

However, as a result of the issuance

of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority

of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target

business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned

or acquired is what will be valued for purposes of the 80% of net assets test.

If our initial business combination involves more than

one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

Legal and Operational Risks Associated with Acquiring a Company that does Business in China

we currently do not have any PRC subsidiary or China operations, certain of our executive officers and directors are located in, or have

significant ties to, China, which may make us a less attractive partner to potential target companies outside the PRC than a non-PRC

related SPAC.

As a result, we are more likely to acquire a company based in China through subsidiaries and variable interest entities

in an initial business combination.

If our target company is a PRC company, the combined company may face various legal and operational

risks and uncertainties after the business combination, including, without limitation, regulatory review of overseas listing of PRC companies,

restrictions on foreign ownership in certain industries, regulatory changes in the variable interest entity (the "VIE") structure,

including the validity and enforcement of the agreements in connection with such a VIE structure, if our target company is required to

use such VIE structure.

We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard,

or if our PRC target company fails to comply with their rules and regulations.

Further, if the PRC target company uses a VIE structure,

we will be subject to certain legal and operational risks associated with VIE's operations in the PRC.

Specifically, if the Chinese regulatory

authorities disallows the VIE structure in the future, it will likely result in a material change in our financial performance and our

results of operations and/or the value of our securities post business combination with a PRC target, which could cause the value of

our securities to significantly decline or become worthless.

PRC laws and regulations are sometimes vague and uncertain, and therefore,

these risks may result in a material change in our operations or the combined company’s principal operations in China, significant

depreciation of the value of our or the combined company’s securities, or a complete hindrance of our or the combined company’s

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

The PRC government

has significant authority to exert influence on the ability of a China-based company to conduct its business, make or accept foreign

investments or list on a U.S.

We have until November 12,

2026 to consummate an initial business combination.

If we are unable to consummate an initial business combination within such time period,

we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned

on the funds held in the Trust Account (net of interest that may be used by us to pay our taxes payable and less up to $100,000 of interest

to pay for dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish

public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject

to applicable law and as further described herein, and then seek to dissolve and liquidate.

We expect the pro rata redemption price to

be approximately $10.00 per public share (regardless of whether or not the underwriters exercise their over-allotment option) (subject

to increase of up to an additional $0.20 per share in the event that our Sponsor elects to extend the period of time to consummate a business

combination by the full six months), without taking into account any interest earned on such funds.

However, we cannot assure you that

we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public

shareholders.

We anticipate structuring

our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire

100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination

such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to

meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination

if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

Act of 1940, as amended, or the Investment Company Act.

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

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

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

For example, we could pursue a

transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

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

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

new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares

subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses

are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will

be valued for purposes of the 80% of net assets test.

If our initial business combination involves more than one target business, the

80% of net assets test will be based on the aggregate value of all of the target businesses.

Potential Legal and Operational Risks Associated with Acquiring

a Company that does Business in China

Although we currently do not

have any PRC subsidiary or China operations, certain of our executive officers and directors are located in, or have significant ties

to, China, which may make us a less attractive partner to potential target companies outside the PRC than a non-PRC related SPAC.

23, 2025, we entered the Merger Agreement with Bioserica, PubCo, and Merger Sub.

Bioserica is not an operating company but a BVI holding

company with operations primarily conducted by its subsidiaries in China.

If we consummate our initial business combination with Bioserica

or another target company that is a PRC company, the combined company may face various legal and operational risks and uncertainties after

the business combination, including, without limitation, regulatory review of overseas listing of PRC companies, restrictions on foreign

ownership in certain industries, regulatory changes in the variable interest entity (the “VIE”) structure, including the validity

and enforcement of the agreements in connection with such a VIE structure, if our target company is required to use such VIE structure.

We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard, or if our PRC target company

fails to comply with their rules and regulations.

Further, if the PRC target company uses a VIE structure, we will be subject to certain

legal and operational risks associated with VIE’s operations in the PRC.

Specifically, if the Chinese regulatory authorities disallows

the VIE structure in the future, it will likely result in a material change in our financial performance and our results of operations

and/or the value of our securities post business combination with a PRC target, which could cause the value of our securities to significantly

decline or become worthless.

PRC laws and regulations are sometimes vague and uncertain, and therefore, these risks may result in a material

change in our operations or the combined company’s principal operations in China, significant depreciation of the value of our or

the combined company’s securities, or a complete hindrance of our or the combined company’s ability to offer securities to

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

The PRC government has significant authority

to exert influence on the ability of a China-based company to conduct its business, make or accept foreign investments or list on a U.S.

stock exchange.

The PRC government has published policies that significantly affected certain industries

such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations

or policies regarding any industry that could adversely affect us or our potential business combination with a PRC operating business

and the business, financial condition, and results of operations of the combined company.

Further, due to (i) the risks associated with

acquiring and operating a business in the PRC and (ii) the fact that certain of our executive officers and directors are located in or

have significant ties to China, it may make a us a less attractive partner to certain potential target businesses, including non-China-based

target companies and may also make it more difficult for us to consummate a business combination with a China-based target business.

PRC government also initiated a series of regulatory actions and statements to regulate business operations in China, including adopting

new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

For example, according

to the New Measures for Cybersecurity Review (the “New Measures”) effective on February 15, 2022, network platform operators

with personal information of more than one million users must apply for cybersecurity review to the Cyber Security Review Office when

they go public abroad, and accordingly these companies may not be willing to list on a U.S.

stock exchange or enter into a definitive

business combination agreement with us.

We currently face risks associated with regulatory approvals of the proposed business combination

between us and the target, offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy.

The PRC government

may also intervene with or influence our or the combined company’s operations as the government deems appropriate to further regulatory,

political and societal goals.

Any such action, once taken by the PRC government, could result in a material change in our operations,

including our search for a target business, and make it more difficult and costly for us to consummate a business combination with a

target business operating in China, result in material changes in the combined company’s post-combination operations and cause

the value of our securities or those of the combined company’s securities to significantly decline, or in extreme cases, become

worthless or completely hinder our ability or the ability of the combined company to offer or continue to offer securities to investors.

we consummate our initial business combination with a PRC target company, we may operate in the PRC primarily through our PRC subsidiaries.

We may also adopt a series of contractual arrangements with the VIEs in the PRC, in which case (i) the VIEs will be PRC-based operations

companies and our PRC subsidiaries will be shell companies and (ii) investors in our securities will not and may never directly own equity

interest in the VIEs but will instead hold equity interest in a holding company of our PRC subsidiaries.

Under the VIE arrangement, the

dividends or other distributions to be paid by our PRC subsidiaries to their overseas holding company will depend on such PRC subsidiaries’

entitlement to substantially all of the economic benefits of the VIEs, which are typically in the form of services fees or license fees

payable by the VIEs to our PRC subsidiaries under various VIE agreements.

Such contractual arrangements may not be as effective as direct

ownership in respect of our relationship with the VIE and we may be adversely affected if we experience difficulties in settling the

amounts owed to our PRC subsidiaries by the VIEs.

All of these contractual arrangements may be governed by and interpreted in accordance

with PRC law, and disputes arising from these contractual arrangements may be resolved in court or through arbitration in China.

the legal environment in the PRC is not as developed as in some other jurisdictions.

As a result, uncertainties in the PRC legal system

could limit our ability to enforce the contractual arrangements.

There are very few precedents and little official guidance as to how

contractual arrangements should be interpreted or enforced under PRC law.

The contractual arrangements have not been tested in a court

of law in the PRC and there remain significant uncertainties regarding the ultimate outcome of arbitration or court decisions should

legal action become necessary.

we are a single entity and do not make any internal cash transfers.

However, if our organizational structure expands, or if we acquire

a PRC target company which does not require a VIE structure, we may transfer funds to the PRC target company through an increase in the

registered capital of or a shareholder loan to the PRC target company.

The PRC target company may in turn make distributions or pay dividends

If we acquire a PRC target company which requires a VIE structure, the post-combination entity may rely on payments made from

the VIE to a wholly foreign-owned enterprise (the “WFOE”) and subsequently the WFOE distributes funds to the post-combination

entity as dividends, and cash to the PRC target company could be transferred through our organization in the manner as follows:

holding company may transfer funds to WFOE, via additional capital contributions or shareholder loans, as the case may be;

WFOE may provide loans to the PRC target company, subject to statutory limits and restrictions.

we acquire a company based in China, to the extent that the combined company in the future seeks to fund the business through distribution,

dividends or transfer of funds among and between holding company and subsidiaries, any such transfer of funds within and among the subsidiaries

will be subject to PRC regulations.

Specifically, investment in Chinese companies is governed by the Foreign Investment Law, the dividends

and distributions from a PRC subsidiary are subject to regulations and restrictions on dividends and payment to parties outside of China,

and any transfer of funds among the PRC subsidiaries are allowed under and subject to regulations on private lending.

Additionally, the

PRC government may impose controls on the conversion of Renminbi into foreign currencies and the remittance of currencies out of the

In order for the combined company to pay dividends to its shareholders, the combined company will rely on payments made from the

PRC subsidiaries of the combined company and the distribution of such payments to the combined company as dividends from the PRC subsidiaries

of the combined company.

If we are to acquire a China-based operating company, the dividends and distributions from a PRC subsidiary

are subject to regulations and restrictions on dividends and payment to parties outside of China and the combined company may experience

difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends

from its subsidiaries, if any.

of whether we have a VIE structure or direct ownership structure post-business combination, we may depend on dividends and other distributions

on equity paid by our PRC subsidiaries for our cash and financing requirements.

Due to (i) the risks of doing business in the PRC, and

(ii) our Sponsor and its affiliate(s) as well as certain of our current executive officers and directors are located in or have significant

ties to PRC, we may be a less attractive partner to non-PRC based target companies as compared to a non-PRC based special purpose acquisition

company (the “SPAC”) which may therefore make it harder for us to complete an initial business combination with a target

company that is non-PRC based and which may therefore make it more likely for us to consummate a business combination with a target company

located in the PRC.

to the Holding Foreign Companies Accountable Act, or the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found

that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland China

of the PRC because of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative Region

and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong.

In addition, the PCAOB’s report

identified the specific registered public accounting firms which are subject to these determinations.

On December 15, 2022, the PCAOB

announced that PCAOB has secured complete access to inspect and investigate public accounting firms headquartered in mainland China and

Hong Kong, and vacated previous determinations to the contrary.

However, uncertainties exist with respect to the implementation of this

framework and there is no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations

in a manner that satisfies the Protocol.

Should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access —

in any way and at any point in the future — the Board of PCAOB will act immediately to consider the need to issue a new determination.

The PRC government has published policies that significantly affected certain industries such as the education and internet

industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that

could adversely affect us or our potential business combination with a PRC operating business and the business, financial condition, and

results of operations of the combined company.

Further, due to (i) the risks associated with acquiring and operating a business in the

PRC and (ii) the fact that certain of our executive officers and directors are located in or have significant ties to China, it may make

a us a less attractive partner to certain potential target businesses, including non-China-based target companies and may also make it

more difficult for us to consummate a business combination with a China-based target business.

The PRC government also initiated

a series of regulatory actions and statements to regulate business operations in China, including adopting new measures to extend the

scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

For example, according to the New Measures for

Cybersecurity Review (the “New Measures”) effective on February 15, 2022, network platform operators with personal information

of more than one million users must apply for cybersecurity review to the Cyber Security Review Office when they go public abroad, and

accordingly these companies may not be willing to list on a U.S.

stock exchange or enter into a definitive business combination agreement

We currently face risks associated with regulatory approvals of the proposed business combination between us and the target,

offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy.

The PRC government may also intervene with or

influence our or the combined company’s operations as the government deems appropriate to further regulatory, political and societal

Any such action, once taken by the PRC government, could result in a material change in our operations, including our search for

a target business, and make it more difficult and costly for us to consummate a business combination with a target business operating

in China, result in material changes in the combined company’s post-combination operations and cause the value of our securities

or those of the combined company’s securities to significantly decline, or in extreme cases, become worthless or completely hinder

our ability or the ability of the combined company to offer or continue to offer securities to investors.

If we consummate our initial

business combination with a PRC target company, we may operate in the PRC primarily through our PRC subsidiaries.

We may also adopt a

series of contractual arrangements with the VIEs in the PRC, in which case (i) the VIEs will be PRC-based operations companies and our

PRC subsidiaries will be shell companies and (ii) investors in our securities will not and may never directly own equity interest in the

VIEs but will instead hold equity interest in a holding company of our PRC subsidiaries.

Under the VIE arrangement, the dividends or other

distributions to be paid by our PRC subsidiaries to their overseas holding company will depend on such PRC subsidiaries’ entitlement

to substantially all of the economic benefits of the VIEs, which are typically in the form of services fees or license fees payable by

the VIEs to our PRC subsidiaries under various VIE agreements.

Such contractual arrangements may not be as effective as direct ownership

in respect of our relationship with the VIE and we may be adversely affected if we experience difficulties in settling the amounts owed

to our PRC subsidiaries by the VIEs.

All of these contractual arrangements may be governed by and interpreted in accordance with PRC law,

and disputes arising from these contractual arrangements may be resolved in court or through arbitration in China.

However, the legal

environment in the PRC is not as developed as in some other jurisdictions.

As a result, uncertainties in the PRC legal system could limit

our ability to enforce the contractual arrangements.

There are very few precedents and little official guidance as to how contractual

arrangements should be interpreted or enforced under PRC law.

The contractual arrangements have not been tested in a court of law in the

PRC and there remain significant uncertainties regarding the ultimate outcome of arbitration or court decisions should legal action become

Currently, we are a single

entity and do not make any internal cash transfers.

However, if our organizational structure expands, or if we acquire a PRC target company

which does not require a VIE structure, we may transfer funds to the PRC target company through an increase in the registered capital

of or a shareholder loan to the PRC target company.

The PRC target company may in turn make distributions or pay dividends to us.

acquire a PRC target company which requires a VIE structure, the post-combination entity may rely on payments made from the VIE to a wholly

foreign-owned enterprise (the “WFOE”) and subsequently the WFOE distributes funds to the post-combination entity as dividends,

and cash to the PRC target company could be transferred through our organization in the manner as follows:

(i) the holding company may

transfer funds to WFOE, via additional capital contributions or shareholder loans, as the case may be;

and (ii) the WFOE may provide loans

to the PRC target company, subject to statutory limits and restrictions.

If we acquire a company based

in China, to the extent that the combined company in the future seeks to fund the business through distribution, dividends or transfer

of funds among and between holding company and subsidiaries, any such transfer of funds within and among the subsidiaries will be subject

to PRC regulations.

Specifically, investment in Chinese companies is governed by the Foreign Investment Law, the dividends and distributions

from a PRC subsidiary are subject to regulations and restrictions on dividends and payment to parties outside of China, and any transfer

of funds among the PRC subsidiaries are allowed under and subject to regulations on private lending.

Additionally, the PRC government

may impose controls on the conversion of Renminbi into foreign currencies and the remittance of currencies out of the PRC.

the combined company to pay dividends to its shareholders, the combined company will rely on payments made from the PRC subsidiaries of

the combined company and the distribution of such payments to the combined company as dividends from the PRC subsidiaries of the combined

If we are to acquire a China-based operating company, the dividends and distributions from a PRC subsidiary are subject to regulations

and restrictions on dividends and payment to parties outside of China and the combined company may experience difficulties in completing

the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from its subsidiaries, if any.

Regardless of whether we have

a VIE structure or direct ownership structure post-business combination, we may depend on dividends and other distributions on equity

paid by our PRC subsidiaries for our cash and financing requirements.

Due to (i) the risks of doing business in the PRC, and (ii) our

Sponsor and its affiliate(s) as well as certain of our current executive officers and directors are located in or have significant ties

to PRC, we may be a less attractive partner to non-PRC based target companies as compared to a non-PRC based special purpose acquisition

company (the “SPAC”) which may therefore make it harder for us to complete an initial business combination with a target company

that is non-PRC based and which may therefore make it more likely for us to consummate a business combination with a target company located

Pursuant to the Holding Foreign

Companies Accountable Act, or the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable

to inspect or investigate completely registered public accounting firms headquartered in (1) mainland China of the PRC because of a position

taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because

of a position taken by one or more authorities in Hong Kong.

In addition, the PCAOB’s report identified the specific registered

public accounting firms which are subject to these determinations.

On December 15, 2022, the PCAOB announced that PCAOB has secured complete

access to inspect and investigate public accounting firms headquartered in mainland China and Hong Kong, and vacated previous determinations

to the contrary.

However, uncertainties exist with respect to the implementation of this framework and there is no assurance that the

PCAOB will be able to execute, in a timely manner, its future inspections and investigations in a manner that satisfies the Protocol.

Should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access — in any way and at any point in the future

— the Board of PCAOB will act immediately to consider the need to issue a new determination.

Our auditor, WWC, P.C.

(“WWC”), is a United States accounting firm based in California and registered with the PCAOB and

is subject to regular inspection by the PCAOB.

WWC is not headquartered in mainland China or Hong Kong and was not identified in the

Determination Report as a firm subject to the PCAOB’s determinations.

As a special purpose acquisition company, our current business

activities only involve searching for targets and consummation of a business combination.

the event that we decide to consummate our initial business combination with a target business based in or primarily operating in China,

if there is any regulatory change which prohibits the independent accountants from providing audit documentations located in mainland

China or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the

target company or the combined company is subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such

inspection which could result in limitation or restriction to our access to the U.S capital markets and trading of our securities on

a national securities exchange or in the over-the-counter trading market in the U.S.

may be prohibited, and our securities may be delisted

by such exchange under the HFCAA.

On December 29, 2022, the President signed the Consolidated Appropriations Act, 2023, which, among

other things, amended the HFCAA to reduce the number of consecutive years an issuer can be identified as a Commission-Identified Issuer

before the Commission must impose an initial trading prohibition on the issuer’s securities from three years to two years.

once an issuer is identified as a Commission-Identified Issuer for two consecutive years, the Commission is required under the HCFAA

to prohibit the trading of the issuer’s securities on a national securities exchange and in the over-the-counter market.

combined company’s auditor cannot be inspected by the PCAOB for two consecutive years, the trading of the securities on any U.S.

national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited and the combined company’s

securities may be delisted by such exchange.

there may be difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us

based on foreign laws.

is a United States accounting firm based in California and registered with the PCAOB and is subject to regular inspection by the PCAOB.

WWC is not headquartered in mainland China or Hong Kong and was not identified in the Determination Report as a firm subject to the PCAOB’s

determinations.

As a special purpose acquisition company, our current business activities only involve searching for targets and consummation

of a business combination.

In the event that we decide

to consummate our initial business combination with a target business based in or primarily operating in China, if there is any regulatory

change which prohibits the independent accountants from providing audit documentations located in mainland China or Hong Kong to the PCAOB

for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the target company or the combined

company is subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection which could result

in limitation or restriction to our access to the U.S capital markets and trading of our securities on a national securities exchange

or in the over-the-counter trading market in the U.S.

may be prohibited, and our securities may be delisted by such exchange under the

On December 29, 2022, the President signed the Consolidated Appropriations Act, 2023, which, among other things, amended the HFCAA

to reduce the number of consecutive years an issuer can be identified as a Commission-Identified Issuer before the Commission must impose

an initial trading prohibition on the issuer’s securities from three years to two years.

Therefore, once an issuer is identified

as a Commission-Identified Issuer for two consecutive years, the Commission is required under the HCFAA to prohibit the trading of the

issuer’s securities on a national securities exchange and in the over-the-counter market.

If the combined company’s auditor

cannot be inspected by the PCAOB for two consecutive years, the trading of the securities on any U.S.

national securities exchanges, as

well as any over-the-counter trading in the U.S., will be prohibited and the combined company’s securities may be delisted by such

Furthermore, there may be

difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us based on foreign

Certain of our current executive officers and directors are located in, or have significant ties to, China.

if we decide to consummate our initial business combination with a target business based in and primarily operating in China, it is possible

that substantially all or a significant portion of combined company’s assets may be located outside of the United States and some

of the combined company’s officers and directors may reside outside of the United States.

As a result, it may be difficult to effect

service of process upon these officers and directors who reside outside of the United States.

Even with effective service of process,

it may also be difficult to enforce in U.S.

Also, if we decide to

consummate our initial business combination with a target business based in and primarily operating in China, it is possible that substantially

all or a significant portion of combined company’s assets may be located outside of the United States and some of the combined company’s

officers and directors may reside outside of the United States.

As a result, it may be difficult to effect service of process upon these

officers and directors who reside outside of the United States.

Even with effective service of process, it may also be difficult to enforce

courts judgments obtained in U.S.

courts based on the civil liability provisions of the U.S.

federal securities laws against the officers and directors.

In addition, there is uncertainty as to whether the courts of the PRC would

recognize or enforce judgments of U.S.

courts against the officers and directors predicated upon the civil liability provisions of the

securities laws of the United States or any state.

The recognition and enforcement of foreign judgments are provided for under the PRC

Civil Procedures Law.

PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures

Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions.

China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition

and enforcement of foreign judgments.

In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign

judgment by us against the officers or directors or the future combined company if they decide that the judgment violates the basic principles

of PRC laws or national sovereignty, security, or the public interest.

As a result, it is uncertain whether and on what basis a PRC court

would enforce a judgment rendered by a court in the United States.

PRC legal counsel had been retained for purpose of the IPO and consequently the company did not rely on the advice of PRC counsel.

above discussion is based on our management’s understanding of the current PRC laws, rules, regulations and local market practices

and we cannot assure you that our management’s understanding is correct.

Furthermore, there would be added costs and issues with

bringing an original action in foreign courts against the combined company or the officers and directors to enforce liabilities based

upon the U.S.

Federal securities laws, and they still may be fruitless.

Uncertainties still exist as to how the rules and regulations

could be interpreted or implemented in the future, and the opinions stated above is subject to any new laws, rules and regulations or

detailed implementations and interpretations.

Approvals from the PRC Governmental Authorities for a Business Combination

efforts in identifying prospective target businesses will not be limited to a particular industry or country, although we intend to focus

on businesses in ESG and material technology sector.

There is no restriction on the geographic location for our target search, and it

is our intent to pursue targets globally.

Though we currently do not have any PRC subsidiary or China operations, we may consummate our

initial business combination with a target with principal operations in China and be subject to certain legal and operational risks associated

with its operations in the PRC.

Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six

PRC regulatory agencies in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas

listing of securities in a PRC company to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s

securities on an overseas stock exchange.

federal securities laws against the

officers and directors.

In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of

courts against the officers and directors predicated upon the civil liability provisions of the securities laws of the United States

or any state.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law.

PRC courts may

recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between

China and the country where the judgment is made or on principles of reciprocity between jurisdictions.

China does not have any treaties

or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments.

In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment by us against the officers

or directors or the future combined company if they decide that the judgment violates the basic principles of PRC laws or national sovereignty,

security, or the public interest.

As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered

by a court in the United States.

No PRC legal counsel had been

retained for purpose of the IPO and consequently the company did not rely on the advice of PRC counsel.

The above discussion is based

on our management’s understanding of the current PRC laws, rules, regulations and local market practices and we cannot assure you

that our management’s understanding is correct.

Furthermore, there would be added costs and issues with bringing an original action

in foreign courts against the combined company or the officers and directors to enforce liabilities based upon the U.S.

Federal securities

laws, and they still may be fruitless.

Uncertainties still exist as to how the rules and regulations could be interpreted or implemented

in the future, and the opinions stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations.

Potential Approvals from the PRC Governmental Authorities for a

Business Combination

Our efforts in identifying

prospective target businesses will not be limited to a particular industry or country, although we intend to focus on businesses in ESG

and material technology sector.

There is no restriction on the geographic location for our target search, and it is our intent to pursue

targets globally.

Though we currently do not have any PRC subsidiary or China operations, we may consummate our initial business combination

with a target with principal operations in China and be subject to certain legal and operational risks associated with its operations

On May 23, 2025, we entered the Merger Agreement with Bioserica, PubCo, and Merger Sub.

Bioserica is not an operating company

but a BVI holding company with operations primarily conducted by its subsidiaries in China.

The Regulations on Mergers

and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies

in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities

in a PRC company to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities

on an overseas stock exchange.

The scope of the M&A Rules covers two types of transactions:

(a) equity deals where the

acquisition by a foreign investor, i.e., the offshore special purpose vehicle, of equity in a “PRC domestic company,” and

(b) asset deals where the acquisition by an offshore special purpose vehicle of the assets of a “PRC domestic company.” However,

substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles and the

above analysis are subject to any new laws, rules and regulations or detailed implementation and interpretations in any form relating

to the M&A Rules.

July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council

jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities According to Law (the “Opinions”),

which call for strengthened regulation over illegal securities activities and supervision on overseas listings by China-based companies

and propose to take effective measures, such as promoting the development of relevant regulatory systems to deal with the risks and incidents

faced by China-based overseas-listed companies.

The Opinions also provide that the State Council will revise provisions regarding the

overseas issuance and listing of shares by companies limited by shares and will clarify the duties of domestic regulatory authorities.

February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies

(the “Trial Measures”), which took effect on March 31, 2023.

The Trial Measures supersede the prior M&A Rules and clarified

and emphasized several aspects related to securities offerings, which include but are not limited to:

(1) comprehensive determination

of the “indirect overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance

over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following

criteria are met at the same time:

(a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets

as documented in its audited consolidated financial statements for the most recent accounting year comes from PRC domestic companies,

and (b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are

located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled

in mainland China;

(2) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but

not yet listed in foreign securities markets, including U.S.

markets, prior to the effective date of the Trial Measures, (b) are not

required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and

(c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however that such issuers

are required to carry out certain filing procedures if they conduct refinancing or are involved in other circumstances that require filing

with the CSRC;

(3) a negative list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or

offering overseas has been recognized by the State Council of the PRC as a possible threat to national security, (b) issuers whose affiliates

have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major

disputes regarding equity ownership;

(4) issuers’ compliance with web security, data security, and other national security laws

and regulations;

(5) issuers’ filing and reporting obligations, such as the obligation to file with the CSRC after it submits an

application for initial public offering to overseas regulators, and the obligation after offering or listing overseas to report to the

CSRC material events including a change of control or voluntary or forced delisting of the issuer;

and (6) the CSRC’s authority

to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial Measures, including failure

to comply with filing obligations or committing fraud and misrepresentation.

pursuant to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November

7, 2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure

(a) equity deals where the acquisition

by a foreign investor, i.e., the offshore special purpose vehicle, of equity in a “PRC domestic company,” and (b) asset deals

where the acquisition by an offshore special purpose vehicle of the assets of a “PRC domestic company.” However, substantial

uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles and the above analysis

are subject to any new laws, rules and regulations or detailed implementation and interpretations in any form relating to the M&A

On July 6, 2021, the General

Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions

on Strictly Cracking Down on Illegal Securities Activities According to Law (the “Opinions”), which call for strengthened

regulation over illegal securities activities and supervision on overseas listings by China-based companies and propose to take effective

measures, such as promoting the development of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed

The Opinions also provide that the State Council will revise provisions regarding the overseas issuance and listing of shares

by companies limited by shares and will clarify the duties of domestic regulatory authorities.

On February 17, 2023, the

CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial

Measures”), which took effect on March 31, 2023.

The Trial Measures supersede the prior M&A Rules and clarified and emphasized

several aspects related to securities offerings, which include but are not limited to:

(1) comprehensive determination of the “indirect

overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over form” and

particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met

at the same time:

(a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its

audited consolidated financial statements for the most recent accounting year comes from PRC domestic companies, and (b) the main parts

of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China,

or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China;

(2) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but not yet listed in foreign

securities markets, including U.S.

markets, prior to the effective date of the Trial Measures, (b) are not required to re-perform the

regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and (c) whose such overseas securities

offering or listing shall be completed before September 30, 2023, provided however that such issuers are required to carry out certain

filing procedures if they conduct refinancing or are involved in other circumstances that require filing with the CSRC;

(3) a negative

list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas has been recognized

by the State Council of the PRC as a possible threat to national security, (b) issuers whose affiliates have been recently convicted of

bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership;

(4) issuers’ compliance with web security, data security, and other national security laws and regulations;

(5) issuers’ filing

and reporting obligations, such as the obligation to file with the CSRC after it submits an application for initial public offering to

overseas regulators, and the obligation after offering or listing overseas to report to the CSRC material events including a change of

control or voluntary or forced delisting of the issuer;

and (6) the CSRC’s authority to fine both issuers and their shareholders

between 1 and 10 million RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing

fraud and misrepresentation.

Furthermore, pursuant to the

PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7, 2016 and

took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure

operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases

2 unchanged sentences

In April 2020, the CAC and certain other PRC regulatory authorities promulgated the Measures

for Cybersecurity Review, which requires that operators of critical information infrastructure must pass a cybersecurity review when

purchasing network products and services which do or may affect national security.

On January 4, 2022, the CAC, in conjunction with 12

other government departments issued the New Measures for Cybersecurity Review (the “New Measures”).

The New Measures amends

the Measures for Cybersecurity Review (Draft Revision for Comments) (the “Draft Measures”) released on July 10, 2021 and

came into effect on February 15, 2022.

The New Measures include data processing activities of network platform operators that affect

or may affect national security into cybersecurity review and clarify that network platform operators with personal information of more

than one million users must apply for cybersecurity review to the Cybersecurity Review Office when they go public abroad.

Security Law, which took effect on September 1, 2021, imposes data security and privacy obligations on entities and individuals that

carry out data activities, provides for a national security review procedure for data activities that may affect national security and

imposes export restrictions on certain data and information.

On August 20, 2021, the Standing Committee of the People’s Congress

promulgated the PRC Personal Information Protection Law (the “PIPL”), which is to take effect on November 1, 2021.

sets out the regulatory framework for the handling and protection of personal information and the transmission of personal information

If our potential future target business in China involves collecting and retaining internal or customer data, it is our management’s

understanding that such target business might be subject to the relevant cybersecurity laws and regulations, including the PRC Cybersecurity

Law and the PIPL as discussed above, and that such target business needs to go through the cybersecurity review process before effecting

a business combination if it is deemed as a critical information infrastructure operator purchasing internet products and services that

affects or may affect national security, a network platform operator that affect or may affect national security, or a network platform

operator with personal information of more than one million users, we could be subject to PRC cybersecurity review.

PRC legal counsel has been retained by the Company.

The above discussion is based on our management’s understanding of the current

PRC laws, rules, regulations and local market practices and we cannot assure you that our management’s understanding is correct.

Uncertainties still exist as to how rules and regulations could be interpreted or implemented in the future, and the opinions stated

above is subject to any new laws, rules and regulations or detailed implementations and interpretations.

of Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China (Post-Business Combination)

are a blank check company with no subsidiaries and no operations of our own except searching for a suitable target to consummate an initial

business combination.

for Cybersecurity Review, which requires that operators of critical information infrastructure must pass a cybersecurity review when purchasing

network products and services which do or may affect national security.

On January 4, 2022, the CAC, in conjunction with 12 other government

departments issued the New Measures for Cybersecurity Review (the “New Measures”).

The New Measures amends the Measures for

Cybersecurity Review (Draft Revision for Comments) (the “Draft Measures”) released on July 10, 2021 and came into effect on

February 15, 2022.

The New Measures include data processing activities of network platform operators that affect or may affect national

security into cybersecurity review and clarify that network platform operators with personal information of more than one million users

must apply for cybersecurity review to the Cybersecurity Review Office when they go public abroad.

The PRC Data Security Law, which took

effect on September 1, 2021, imposes data security and privacy obligations on entities and individuals that carry out data activities,

provides for a national security review procedure for data activities that may affect national security and imposes export restrictions

on certain data and information.

On August 20, 2021, the Standing Committee of the People’s Congress promulgated the PRC Personal

Information Protection Law (the “PIPL”), which is to take effect on November 1, 2021.

The PIPL sets out the regulatory framework

for the handling and protection of personal information and the transmission of personal information overseas.

If our potential future

target business in China involves collecting and retaining internal or customer data, it is our management’s understanding that

such target business might be subject to the relevant cybersecurity laws and regulations, including the PRC Cybersecurity Law and the

PIPL as discussed above, and that such target business needs to go through the cybersecurity review process before effecting a business

combination if it is deemed as a critical information infrastructure operator purchasing internet products and services that affects or

may affect national security, a network platform operator that affect or may affect national security, or a network platform operator

with personal information of more than one million users, we could be subject to PRC cybersecurity review.

No PRC legal counsel has been

retained by the Company.

The above discussion is based on our management’s understanding of the current PRC laws, rules, regulations

and local market practices and we cannot assure you that our management’s understanding is correct.

Uncertainties still exist as

to how rules and regulations could be interpreted or implemented in the future, and the opinions stated above is subject to any new laws,

rules and regulations or detailed implementations and interpretations.

Transfer of Cash to and from Our Post-Combination

Organization If We Acquire a Company Based in China (Post-Business Combination)

We are a blank check company

with no subsidiaries and no operations of our own except searching for a suitable target to consummate an initial business combination.

As of the date of this annual report, no transfers, dividends, or distribution have been made by us.

we decide to consummate our initial business combination with a target business based in and primarily operating in China, the combined

company whose securities will be listed on a U.S.

stock exchange may make capital contributions or extend loans to its PRC subsidiaries

through intermediate holding companies subject to compliance with relevant PRC foreign exchange control regulations.

After the business

combination, the combined company’s ability to pay dividends, if any, to the shareholders and to service any debt it may incur

will depend upon dividends paid by its PRC subsidiaries.

Under PRC laws and regulations, PRC companies are subject to certain restrictions

with respect to paying dividends or otherwise transferring any of their net assets to offshore entities.

In particular, under the current

PRC laws and regulations, dividends may be paid only out of distributable profits.

Distributable profits are the net profit as determined

under Chinese accounting standards and regulations, less any recovery of accumulated losses and appropriations to statutory and other

reserves required to be made.

A PRC company is required to set aside at least 10% of its after-tax profits each year to fund certain

statutory reserve funds (up to an aggregate amount equal to half of its registered capital).

As a result, the combined company’s

PRC subsidiaries may not have sufficient distributable profits to pay dividends to the combined company.

Furthermore, if certain procedural

requirements are satisfied, the payment in foreign currencies on current account items, including profit distributions and trade and

service related foreign exchange transactions, can be made without prior approval from State Administration of Foreign Exchange (the

“SAFE”) or its local branches.

However, where Renminbi is to be converted into foreign currency and remitted out of China

to pay capital expenses, such as the repayment of loans denominated in foreign currencies, approval from or registration with competent

government authorities or its authorized banks is required.

PRC government may take measures at its discretion from time to time to restrict access to foreign currencies for current account or

capital account transactions.

If the foreign exchange control regulations prevent the PRC subsidiaries of the combined company from obtaining

sufficient foreign currencies to satisfy their foreign currency demands, the PRC subsidiaries of the combined company may not be able

to pay dividends or repay loans in foreign currencies to their offshore intermediary holding companies and ultimately to the combined

We cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict the

remittance of Renminbi into or out of the PRC.

We cannot assure you, in light of the restrictions in place, or any amendment to be made

from time to time, that the PRC subsidiaries of the combined company will be able to satisfy their respective payment obligations that

are denominated in foreign currencies, including the distribution of earnings from our businesses, including subsidiaries, to the parent

company and U.S.

investors as well as the ability to settle amounts owed under contractual agreements.

the transfer of funds among the PRC subsidiaries are subject to the Provisions of the Supreme People’s Court on Several Issues

Concerning the Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”),

which was issued by the Supreme People’s Court of the People’s Republic of China on August 25, 2015 and amended on August

19, 2020 and December 29, 2020, respectively, to regulate the financing activities between natural persons, legal persons and unincorporated

organizations.

The Provisions on Private Lending Cases do not apply to the disputes arising from relevant financial services such as

loan disbursement by financial institutions and their branches established upon approval by the financial regulatory authorities to engage

in lending business.

The Provisions on Private Lending Cases set forth that private lending contracts will be deemed invalid under the

circumstance that (i) the lender swindles loans from financial institutions for relending;

(ii) the lender relends the funds obtained

by means of a loan from another profit-making legal person, raising funds from its employees, or illegally taking deposits from the public;

(iii) the lender who has not obtained the lending qualification according to the law lends money to any unspecified object of the society

for the purpose of making profits;

(iv) the lender lends funds to a borrower when the lender knows or should have known that the borrower

intended to use the borrowed funds for illegal or criminal purposes;

On May 23, 2025, we entered

the Merger Agreement with Bioserica, PubCo, and Merger Sub.

Bioserica is not an operating company but a BVI holding company with operations

primarily conducted by its subsidiaries in China.

If we decide to consummate our initial business combination with Bioserica or another

target business based in and primarily operating in China, the combined company whose securities will be listed on a U.S.

stock exchange

may make capital contributions or extend loans to its PRC subsidiaries through intermediate holding companies subject to compliance with

relevant PRC foreign exchange control regulations.

After the business combination, the combined company’s ability to pay dividends,

if any, to the shareholders and to service any debt it may incur will depend upon dividends paid by its PRC subsidiaries.

Under PRC laws

and regulations, PRC companies are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their

net assets to offshore entities.

In particular, under the current PRC laws and regulations, dividends may be paid only out of distributable

Distributable profits are the net profit as determined under Chinese accounting standards and regulations, less any recovery

of accumulated losses and appropriations to statutory and other reserves required to be made.

A PRC company is required to set aside at

least 10% of its after-tax profits each year to fund certain statutory reserve funds (up to an aggregate amount equal to half of its registered

As a result, the combined company’s PRC subsidiaries may not have sufficient distributable profits to pay dividends to

the combined company.

Furthermore, if certain procedural requirements are satisfied, the payment in foreign currencies on current account

items, including profit distributions and trade and service related foreign exchange transactions, can be made without prior approval

from State Administration of Foreign Exchange (the “SAFE”) or its local branches.

However, where Renminbi is to be converted

into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies,

approval from or registration with competent government authorities or its authorized banks is required.

The PRC government may take

measures at its discretion from time to time to restrict access to foreign currencies for current account or capital account transactions.

If the foreign exchange control regulations prevent the PRC subsidiaries of the combined company from obtaining sufficient foreign currencies

to satisfy their foreign currency demands, the PRC subsidiaries of the combined company may not be able to pay dividends or repay loans

in foreign currencies to their offshore intermediary holding companies and ultimately to the combined company.

We cannot assure you that

new regulations or policies will not be promulgated in the future, which may further restrict the remittance of Renminbi into or out of

We cannot assure you, in light of the restrictions in place, or any amendment to be made from time to time, that the PRC subsidiaries

of the combined company will be able to satisfy their respective payment obligations that are denominated in foreign currencies, including

the distribution of earnings from our businesses, including subsidiaries, to the parent company and U.S.

investors as well as the ability

to settle amounts owed under contractual agreements.

Furthermore, the transfer

of funds among the PRC subsidiaries are subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the

Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”), which

was issued by the Supreme People’s Court of the People’s Republic of China on August 25, 2015 and amended on August 19, 2020

and December 29, 2020, respectively, to regulate the financing activities between natural persons, legal persons and unincorporated organizations.

The Provisions on Private Lending Cases do not apply to the disputes arising from relevant financial services such as loan disbursement

by financial institutions and their branches established upon approval by the financial regulatory authorities to engage in lending business.

The Provisions on Private Lending Cases set forth that private lending contracts will be deemed invalid under the circumstance that (i)

the lender swindles loans from financial institutions for relending;

(ii) the lender relends the funds obtained by means of a loan from

another profit-making legal person, raising funds from its employees, or illegally taking deposits from the public;

(iii) the lender who

has not obtained the lending qualification according to the law lends money to any unspecified object of the society for the purpose of

making profits;

(iv) the lender lends funds to a borrower when the lender knows or should have known that the borrower intended to use

the borrowed funds for illegal or criminal purposes;

(v) the lending is violations of public orders or good morals;

(vi) the lending violates mandatory provisions of laws or administrative regulations.

The Provisions on Private Lending Cases set forth

that the People’s Court shall support the interest rates not exceeding four times of the market interest rate quoted for one-year

loan at the time the private lending contracts were entered into.

Enforceability

of Civil Liabilities

are incorporated under the laws of the British Virgin Islands a business company with limited liability.

The British Virgin Islands has

a less developed body of securities laws than the United States and provides less protection for investors.

In addition, British Virgin

Islands companies may not have standing to sue before the federal courts of the United States.

a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect

service of process upon those officers and directors , to enforce judgments of United States courts predicated upon civil liabilities

and criminal penalties on them under United States securities laws.

directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their

assets are located outside the United States.

Further, there is uncertainty if any officers and directors of the post-combination entity

will be located outside the Unites States.

As a result, it may be difficult, or in some cases not possible, for investors to enforce

their legal rights, to effect service of process upon those officers and directors (prior to or after the business combination) located

outside the United States to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them

under United States securities laws or any state in the United States.

the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States

and many other countries and regions, and you may have to incur substantial costs and contribute significant time to enforce civil liabilities

and criminal penalties in reliance on legal remedies under PRC laws.

Therefore, recognition and enforcement in the PRC of judgement of

United States courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Investment Regulations

Claudius Tsang, our Chief Executive Officer, Chief Financial Officer and Chairman, is the sole directorof the Sponsor and as such is

deemed to have sole voting and investment discretion with respect to our shares held by the Sponsor.

or (vi) the lending

violates mandatory provisions of laws or administrative regulations.

The Provisions on Private Lending Cases set forth that the People’s

Court shall support the interest rates not exceeding four times of the market interest rate quoted for one-year loan at the time the private

lending contracts were entered into.

Enforceability of Civil Liabilities

We are incorporated under

the laws of the British Virgin Islands a business company with limited liability.

The British Virgin Islands has a less developed body

of securities laws than the United States and provides less protection for investors.

In addition, British Virgin Islands companies may

not have standing to sue before the federal courts of the United States.

As a result, it may be difficult,

or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon those

officers and directors , to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them

under United States securities laws.

Our directors and officers

are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located

outside the United States.

Further, there is uncertainty if any officers and directors of the post-combination entity will be located

outside the Unites States.

As a result, it may be difficult, or in some cases not possible, for investors to enforce their legal rights,

to effect service of process upon those officers and directors (prior to or after the business combination) located outside the United

States to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them under United States

securities laws or any state in the United States.

Furthermore, the PRC does

not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other

countries and regions, and you may have to incur substantial costs and contribute significant time to enforce civil liabilities and criminal

penalties in reliance on legal remedies under PRC laws.

Therefore, recognition and enforcement in the PRC of judgement of United States

courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Extensions and Redemptions

On October 27, 2025, at its Extraordinary General

Meeting (the “2025 EGM”), the Company’s shareholders approved a proposal to amend and restate the Company’s amended

and restated memorandum and articles of association (the “Charter “) to, among other things, allow the Company to extend the

date by which it has to complete a business combination for an additional 12 months from November 12, 2025 to November 12, 2026.

In connection

with the shareholders’ vote at the 2025 EGM, 5,717,419 Class A ordinary shares were tendered for redemption.

On October 27, 2025,

following the shareholder approval, the Company filed the amended and restated memorandum and articles of Association (the “Amended

Charter”) with the British Virgin Islands Registrar of Corporate Affairs, giving the Company up to 24 months from its initial public

offering (i.e., until November 12, 2026) to consummate an initial business combination.

Foreign Investment Regulations

Claudius Tsang, our Chief

Executive Officer, Chief Financial Officer and Chairman, is the sole director of the Sponsor and as such is deemed to have sole voting

and investment discretion with respect to our shares held by the Sponsor.

Tsang is not a U.S.

and as of the date hereof, the Sponsor owns approximately 22.17% of our issued and outstanding shares.

Controlling or non-controlling

investments in U.S.

businesses that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one

of 27 identified industries — including aviation, defense, semiconductors, telecommunications and biotechnology — are subject

to a mandatory filing with the Committee on Foreign Investment in the U.S.

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.

Because we may be considered a “foreign

person” under such rules and regulations, any proposed business combination between us and a U.S.

business engaged in a regulated

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

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

non-controlling investments in sensitive U.S.

businesses and certain acquisitions of real estate even with no underlying U.S.

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

If our potential initial Business Combination with a U.S.

business falls within the scope of foreign ownership restrictions, we may be

unable to consummate a business combination with such business.

In addition, if our potential business combination falls within CFIUS’s

jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the

initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect

to such initial business combination or order us to divest all or a portion of a U.S.

business of the combined company if we had proceeded

without first obtaining CFIUS clearance.

The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness

of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise

be beneficial to us and our shareholders.

As a result, the pool of potential targets with which we could complete an initial business

combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which

do not have similar foreign ownership issues.

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

Because we have only a limited time to complete our initial business combination our failure to obtain any required approvals within

the requisite time period may require us to liquidate.

If we liquidate, our public shareholders may only receive $10.00 per share initially,

and our rights will expire worthless.

This will also cause you to lose any potential investment opportunity in a target company and the

chance of realizing future gains on your investment through any price appreciation in the combined company.

maintain our executive offices at The Sun’s Group Center, 29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong.

We consider our

current office space adequate for our current operations.

identifying, evaluating and selecting an alternate target business, we may encounter intense competition from other entities having a

business objective similar to ours.

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

business combinations directly or through affiliates.

Many of these competitors possess greater technical, human and other resources

than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe

there may be numerous potential target businesses that we could acquire, our ability to compete in acquiring certain sizable target businesses

may be limited by our available financial resources.

following also may not be viewed favorably by certain target businesses:

obligation to seek shareholder approval of a business combination or obtain the necessary

financial information to be sent to shareholders in connection with such business combination

may delay or prevent the completion of a transaction;

person, and as of the date hereof, the

Sponsor owns approximately 76.4% of our issued and outstanding shares.

Controlling or non-controlling investments in U.S.

businesses that

produce, design, test, manufacture, fabricate or develop one or more critical technologies in one of 27 identified industries —

including aviation, defense, semiconductors, telecommunications and biotechnology — are subject to a mandatory filing with the Committee

on Foreign Investment in the U.S.

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.

Because we may be considered a “foreign person” under such rules and regulations, any proposed

business combination between us and a U.S.

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

subject to such foreign ownership restrictions and/or CFIUS review.

The scope of CFIUS was expanded by the Foreign Investment Risk Review

Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S.

and certain acquisitions of real estate even with no underlying U.S.

FIRRMA, and subsequent implementing regulations that are

now in force, also subject certain categories of investments to mandatory filings.

If our potential initial Business Combination with

business falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such

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

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

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

CFIUS may decide to block or delay our initial

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

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

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

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

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

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

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

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

Because we have only a limited time to complete our

initial business combination our failure to obtain any required approvals within the requisite time period may require us to liquidate.

If we liquidate, our public shareholders may only receive $10.00 per share initially, and our rights will expire worthless.

also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment

through any price appreciation in the combined company.

We currently maintain our

executive offices at The Sun’s Group Center, 29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong.

We consider our current office

space adequate for our current operations.

In identifying, evaluating

and selecting an alternate target business, we may encounter intense competition from other entities having a business objective similar

Many of these entities are well established and have extensive experience identifying and effecting business combinations directly

or through affiliates.

Many of these competitors possess greater technical, human and other resources than us and our financial resources

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

While we believe there may be numerous potential target

businesses that we could acquire, our ability to compete in acquiring certain sizable target businesses may be limited by our available

financial resources.

The following also may not be viewed favorably

by certain target businesses:

obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders

in connection with such business combination may delay or prevent the completion of a transaction;

fact that there are fewer than ten months left in the Combination Period;

may require us to file a new listing application and meet its initial listing requirements

to maintain the listing of our securities following a business combination;

may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities

following a business combination;

outstanding Rights and unit purchase options and the potential future dilution they represent;

obligation to register the resale of the Founder Shares, as well as the private units (and

underlying securities) and any securities issued to our initial shareholders, officers, directors

or their affiliates upon conversion of working capital loans (if any);

impact on the target business’ assets as a result of unknown liabilities under the

securities laws or otherwise depending on developments involving us prior to the consummation

of a business combination.

of these factors may place us at a competitive disadvantage in successfully negotiating a business combination.

If we succeed in effecting

a business combination, there will be, in all likelihood, intense competition from competitors of the target business.

We cannot assure

you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

of our sponsors, officers and directors presently has, and in the future any of our directors and our officers may have additional, fiduciary

or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition

opportunities to such entity.

Accordingly, subject to his or her fiduciary duties under British Virgin Islands law, if any of our officers

or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary

or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition

opportunity to such entity, and only present it to us if such entity rejects the opportunity.

Our amended and restated memorandum and

articles of association provide that, subject to his or her fiduciary duties under British Virgin Islands law, we renounce our interest

in any corporate opportunity offered to any officer or director 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.

However, we do not believe that any such potential conflicts would materially

affect our ability to complete our initial business combination, because our management team has experience in identifying and executing

multiple acquisition opportunities simultaneously.

Growth Company Status and Other Information

are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified

by the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act).

As such, we are eligible to take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period which means that when a standard is issued or revised, and it has different application dates for

public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statement with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the date of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be

a large accelerated filer, which means the market value of our shares of common stock that are held by non-affiliates exceeds $700 million

as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies

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

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

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

exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700

million as of the end of that year’s second fiscal quarter.

currently have one officer.

This individual is not obligated to devote any specific number of hours to our matters and intend to devote

only as much time as they deem necessary to our affairs.

The amount of time they will devote in any time period will vary based on whether

a target business has been selected for the business combination and the stage of the business combination process the company is in.

We do not intend to have any full time employees prior to the consummation of a business combination.

reporting company, we are not required to include risk factors in this Annual Report.

obligation to register the resale of the Founder Shares, as well as the private units (and underlying securities) and any securities

issued to our initial shareholders, officers, directors or their affiliates upon conversion of working capital loans (if any);

impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments

involving us prior to the consummation of a business combination.

Any of these factors may place

us at a competitive disadvantage in successfully negotiating a business combination.

If we succeed in effecting a business combination,

there will be, in all likelihood, intense competition from competitors of the target business.

We cannot assure you that, subsequent to

a business combination, we will have the resources or ability to compete effectively.

Conflicts of Interest

Each of our sponsors, officers

and directors presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations

to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity.

Accordingly, subject to his or her fiduciary duties under British Virgin Islands law, if any of our officers or directors becomes aware

of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,

he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and

only present it to us if such entity rejects the opportunity.

Our amended and restated memorandum and articles of association provide

that, subject to his or her fiduciary duties under British Virgin Islands law, we renounce our interest in any corporate opportunity offered

to any officer or director 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.

However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial

business combination, because our management team has experience in identifying and executing multiple acquisition opportunities simultaneously.

Emerging Growth Company Status and Other Information

We are an emerging growth

company as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (which we refer to herein as the JOBS Act).

As such, we are eligible to take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but

not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002,

or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any

golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less

active trading market for our securities and the prices of our securities may be more volatile.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition

period which means that when a standard is issued or revised, and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s financial statement with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier

of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the IPO, (b) in which we have total annual

gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value

of our shares of common stock that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which

we have issued more than $1.0 billion in non-convertible debt during the prior three year period.

Additionally, we are a “smaller

reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

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

We will remain a smaller

reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds

$250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed

fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s

second fiscal quarter.

We currently have one officer.

This individual is not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they

deem necessary to our affairs.

The amount of time they will devote in any time period will vary based on whether a target business has

been selected for the business combination and the stage of the business combination process the company is in.

We do not intend to have

any full time employees prior to the consummation of a business combination.

As a smaller reporting company,

we are not required to include risk factors in this Annual Report.

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

What changed 10-K

Item 1. Business