What changed in this filing

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Item 1. Business

2026-03-06 compared with 2025-02-07 · 109 added, 156 removed, 371 unchanged (42% of the section changed)

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We chose to incorporate in the Cayman Islands due to (i) its tax-neutrality, which allows international transactions to be structured efficiently without an additional layer of tax and (ii) simplicity of establishment and flexibility of administration, including easy migration to another jurisdiction, the existence of statutory procedures for merger or consolidation, and no takeover code or bespoke public company filing requirements.

We were formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction.

Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location.

and BH Merger Sub, Inc., pursuant

to which we intend to consummate a business combination (the “Business Combination”), subject to the satisfaction of customary

closing conditions.

See “Subsequent Events” and “Item 1A.

Risk Factors” for additional information.

We may retain all of our available funds and any future earnings following a business combination to fund the development and growth of our business.

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Initial Public Offering and Private Placement

October 2023, the Company issued 17,250,000 shares of common stock, $0.0001 per share to the Sponsor, the founder shares, for

an aggregated consideration of $25,000, or approximately $0.0145 per share.

On November 13, 2023, the Company and the Sponsor

entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock were

converted to 1,725,000 Class B ordinary shares.

On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to

the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares,

$0.0126 par value per ordinary share.

In addition, 258,750 of such founder shares were forfeited as the underwriters’

over-allotment option in the Issuer’s initial public offering was not exercised.

March 20, 2024, the Company consummated its initial public offering (the “IPO”) of 6,900,000 units (the

Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary

Shares”) and one-fifth (1/5) of one right to receive one Ordinary Share upon the consummation of the Company’s initial

business combination.

In October 2023, the Company issued 17,250,000 shares of common stock, $0.0001 per share to the Sponsor, the founder shares, for an aggregated consideration of $25,000, or approximately $0.0145 per share.

On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock were converted to 1,725,000 Class B ordinary shares.

On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share.

In addition, 258,750 of such founder shares were forfeited as the underwriters’ over-allotment option in the Issuer’s initial public offering was not exercised.

On March 20, 2024, the Company consummated its initial public offering (the “IPO”) of 6,900,000 units (the “Units”).

Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one-fifth (1/5) of one right to receive one Ordinary Share upon the consummation of the Company’s initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $69,000,000.

The Company also granted the underwriters a 45-day option to purchase up to an additional 1,035,000 units to cover over-allotments,

On March 18, 2024, the Company elected to convert 1,725,000 Class B ordinary shares into 1,725,000 Class A ordinary

shares upon the closing of IPO.

The Company also granted the underwriters a 45-day option to purchase up to an additional 1,035,000 units to cover over-allotments, if any.

On March 18, 2024, the Company elected to convert 1,725,000 Class B ordinary shares into 1,725,000 Class A ordinary shares upon the closing of IPO.

Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 235,500 Units (the “Placement Units”), each Placement Unit consisting of one Ordinary Share and one-fifth (1/5) of one right, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $2,355,000.

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Leadership of an Experienced Management Team and Board of Directors

Our management team is led by our Chief Executive

Officer, Chief Financial Officer and Chairman of our Board of Directors, Mr.

Kent Louis Kaufman, our Chief Operating Officer and

Director, Jonathan Ginsberg and our Independent Directors, Brandon Miller, Daniel M.

Our management team is led by our Chief Executive Officer, Chief Financial Officer and Chairman of our Board of Directors, Mr.

Kent Louis Kaufman, our Chief Operating Officer and Director, Jonathan Ginsberg and our Independent Directors, Daniel M.

McCabe, and Terry W.

All of our management

team members are United States citizens.

All of our management team members are United States citizens.

Kent Louis Kaufman, our Chief Executive Officer, Chief Financial Officer and Chairman, serves as the CEO of the Growth and Leadership Center Inc, a role he has held since 2004.

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Ginsberg, has served as the President of BEEC Inc.

(BEEC), an education services and technology company in California, which he co-founded

(BEEC), an education services and technology company in California, which he co-founded in 2016.

At BEEC he leads operations and expansion of student services, with clients in North America, Asia, Oceania and Europe.

also oversees BEEC's software development department focused on custom learning solutions for schools and institutions.

Additionally,

he is a Founding Member of BEEC Capital, LLC, an investment and consulting company owned by BEEC Inc.

Ginsberg is also a Director

of NP Life Sciences Health Industry Group Inc., an OTCQB-listed company, as well as a Director of its subsidiary, GW Health Consulting

Management Inc.

Ginsberg also oversees BEEC’s software development department focused on custom learning solutions for schools and institutions.

Additionally, he is a Founding Member of BEEC Capital, LLC, an investment and consulting company owned by BEEC Inc.

Ginsberg is also a Director of NP Life Sciences Health Industry Group Inc., an OTCQB-listed company, as well as a Director of its subsidiary, GW Health Consulting Management Inc.

Ginsberg also has experience in international trade, education and law.

He is active in community leadership, including

co-founding a non-profit, Global Friendship City Association (GFCA), where he serves as the Executive Director.

GFCA's mission is to foster

subnational relations globally in the areas of commerce, culture, and education.

He is active in community leadership, including co-founding a non-profit, Global Friendship City Association (GFCA), where he serves as the Executive Director.

GFCA’s mission is to foster subnational relations globally in the areas of commerce, culture, and education.

Through his work, Mr.

Ginsberg has helped GFCA form international

public/private partnerships across North America, Asia and Africa.

Ginsberg received his Bachelor’s degree in International

Studies from Johns Hopkins University.

Ginsberg has helped GFCA form international public/private partnerships across North America, Asia and Africa.

Ginsberg received his Bachelor’s degree in International Studies from Johns Hopkins University.

We believe that Mr.

Ginsberg’s access to contacts and sources, ranging from education services

and technology companies, and international trade, will assist us in generating acquisition opportunities and identifying suitable acquisition

candidates and he will be a valuable member of the Board.

Brandon Miller, our director, has been serving as a member of the board of directors of Yotta Acquisition Corporation (Nasdaq:

YOTA) since April 2022 and Quetta Acquisition Corporation (Nasdaq:

QETA) since August 2023.

Miller has been the managing partner at Aspect Property Management LLC, a property management company in Connecticut, since January 2015.

Before joining Aspect Property Management LLC, Mr.

Miller spent a decade in the consulting industry at Matté & Company, a private and public sector consulting company from January 2005 to January 2015, where he offered executive recruiting, strategic planning, leadership, and corporate consulting services.

Miller was a corporate controller at Corporate Dining Solutions, a corporate catering company, from 2003 to 2005.

Miller is presently a certified manager of community associations (“CMCA”) and an association management specialist (“AMS”).

Miller received his bachelor’s degree in finance from the University of Bridgeport in 1986 and studied mechanical engineering at North Carolina State University from 1980 to 1983.

Ginsberg’s access to contacts and sources, ranging from education services and technology companies, and international trade, will assist us in generating acquisition opportunities and identifying suitable acquisition candidates and he will be a valuable member of the Board.

Daniel McCabe, our director, has been serving as a member of the board of directors of Yotta Acquisition Corporation (Nasdaq:

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Established Deal Sourcing Network

We believe our management team’s strong track record will provide us with access to high quality companies.

In addition, we believe we, through our management team, have contacts and sources from which to generate acquisition opportunities and possibly seek complementary follow-on business arrangements.

These contacts and sources include those in government, private and public companies, private equity and venture capital funds, investment bankers, attorneys and accountants.

Our management team has historically leveraged its industry relationships and professional network to identify and evaluate potential acquisition opportunities.

These relationships include contacts in government, private and public companies, private equity and venture capital funds, investment bankers, attorneys and accountants.

Management’s experience and access to this network informed the evaluation and negotiation of the Business Combination with Vesicor.

While the Company has entered into a definitive Business Combination Agreement and is focused on consummating the pending Business Combination, we believe that the experience, relationships and transaction sourcing capabilities of our management team may continue to be valuable following the completion of the Business Combination, including in evaluating strategic opportunities and complementary transactions in the future.

Status as a Publicly Listed Acquisition Company

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It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented management staffs.

respect to the foregoing examples and descriptions, past performance by our management team is not a guarantee either (i) of success

with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial

business combination.

With respect to the foregoing examples and descriptions, past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination.

Potential investors should not rely upon the historical record of our management as indicative of future performance.

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capital markets.

is no restriction in the geographic location of targets we can pursue.

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

combination on private companies that have compelling economics and clear paths to positive operating cash flow, significant assets,

and successful management teams that are seeking access to the U.S.

There is no restriction in the geographic location of targets we can pursue.

In particular, we intend to focus our search for an initial business combination on private companies that have compelling economics and clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S.

public capital markets.

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We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.

criteria does not intend 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 sponsor and

management team may deem relevant.

In the event that we decide to enter into an initial business combination with a target business that

does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder

communications related to our initial business combination, which, as discussed in this Annual Report, would be in the form of proxy

solicitation or tender offer materials, as applicable, that we would file with the U.S.

This criteria does not intend 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 sponsor and management team may deem relevant.

In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this Annual Report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the U.S.

Securities and Exchange Commission, or the SEC.

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

We will have until 15 months from the closing of this offering to consummate an initial business combination.

However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may extend the period of time to consummate a business combination (for up to 18 or 21 months, as applicable to complete a business combination) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith.

Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $690,000, or up to $793,500 if the underwriters’ over-allotment option is exercised in full or prior to the date of the applicable deadline, for each extension ($0.10 per public share in either case, up to an aggregate of $1,380,000 or $1,587,000 if the underwriters’ over-allotment option is exercised in full).

Any such payments would be made 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.

If we do not complete a business combination, we will not repay such loans.

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.

If we are unable to consummate an initial business combination within such time period, we will redeem 100% of our issued and outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to liquidate and dissolve.

We expect the pro rata redemption price to be approximately $10.05 per Class A ordinary share (regardless of whether or not the underwriters exercise their over-allotment option), 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.

The closing of our initial public offering occurred on March 22, 2024.

Under our amended and restated memorandum and articles of association, we were initially required to consummate an initial business combination within 15 months of such closing.

On July 8, 2025, our shareholders approved an extension of the date by which we must consummate an initial business combination (the “Extension”), which permits us to extend the Combination Period on a month-by-month basis from June 22, 2025 through December 22, 2026, subject to the deposit of extension payments into the trust account.

Under the Extension, we are required to deposit

$150,000 into the trust account for each one-month extension of the Combination Period.

The extension payments due on December 22, 2025

and January 22, 2026 were funded after their respective due dates.

During this period, management determined not to liquidate the Company

because it believed that the proposed business combination could be consummated and that liquidation would not be in the best interests

of shareholders.

As of the issuance date of these financial statements, the required extension payments have been funded and the Company

is current under its amended and restated memorandum and articles of association.

There can be no assurance that future extension payments

will be funded.

Beginning on June 22, 2025, our sponsor or its affiliates or designees

may extend the time available to consummate an initial business combination by depositing $150,000 for each one-month extension into the

trust account.

The extension payments are funded pursuant to unsecured convertible promissory notes issued by the Company to the Sponsor.

The promissory notes bear interest and are convertible, at the Sponsor’s option, into ordinary shares of the Company (or, following

the domestication, shares of common stock of the post-business combination company) at a price of $1.00 per share.

The promissory notes

are not secured by, and have no recourse to, the funds held in the trust account, and any repayment or conversion will be made solely

from funds held outside of the trust account.

The Sponsor is not obligated to fund any extension payments.

In connection with the Extension, holders of a significant portion of our public shares exercised their redemption rights, and following such redemptions, approximately $22.7 million remained on deposit in the trust account (before payment of taxes and deferred underwriting commissions).

If we are unable to consummate an initial business combination by December 22, 2026, or such earlier date as may apply if the extension is not continued, we will redeem the remaining outstanding public shares for a pro rata portion of the funds held in the trust account, subject to applicable law, and thereafter seek to liquidate and dissolve.

Any redemption amount would be based on the funds then held in the trust account, including interest earned thereon (less amounts released to pay taxes and up to $100,000 of interest to pay liquidation and dissolution expenses), and we cannot assure you that sufficient funds will be available for distribution in the event claims of creditors 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.

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Other Acquisition Considerations

of our management team may directly or indirectly own our ordinary shares and/or private placement units following this offering, and,

accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which

to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of interest with respect

to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a

target business as a condition to any agreement with respect to our initial business combination.

Members of our management team may directly or indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Status as a Public Company

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In addition, if such purchases are made, the public “float” of our ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

However, in the event our sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, such purchases would by structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

However, in the event our sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

the Company’s registration statement/proxy statement filed for its business combination transaction would disclose the possibility that the Company’s sponsor, directors, officers, advisors or their affiliates may purchase shares from public shareholders outside the redemption process, along with the purpose of such purchases;

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Redemption rights for public shareholders upon completion of our initial business combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary 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 the 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 approximately $10.00 per public share (subject to increase of up to an additional $0.10 per public share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus).

In connection with the consummation of our initial business combination, holders of our public ordinary shares will be provided with the opportunity to redeem all or a portion of their public shares for cash.

The per-share redemption price will be equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to pay taxes, divided by the number of then outstanding public shares, subject to the limitations described herein and applicable law.

In connection with the Extension approved by our shareholders on July 8, 2025, a significant number of public shareholders exercised their redemption rights, and following such redemptions, approximately $22.7 million remained on deposit in the trust account (before payment of taxes and deferred underwriting commissions).

As a result, the redemption price payable to public shareholders in connection with the completion of our initial business combination will depend on, among other things, the amount remaining in the trust account at the time of such redemption and the number of public shares then outstanding, and may differ materially from redemption prices payable in prior redemption events.

Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination.

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Redemption of public shares and liquidation if no initial business combination

Our sponsor, officers and directors have agreed that we will have only 15 months from the closing of this offering (or up to 18 or 21 months, as applicable from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time) to complete our initial business combination.

If we are unable to complete our initial business combination within such 15-month period (or up to 18 or 21 months, as applicable from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time), 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 (less up to $100,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) 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 our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our public rights or private placement rights, which will expire worthless if we fail to complete our initial business combination within the 15-month time period (or up to 18 or 21 months, as applicable from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time).

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of this offering (or up to 18 or 21 months, as applicable from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time).

However, if our sponsor acquires public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 15-month time period (or up to 18 or 21 months, as applicable from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time).

Our sponsor, officers and directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time) or (ii) with respect to the other provisions relating to shareholders’ rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares.

Our sponsor, officers and directors have agreed that we will have 15 months from the closing of our initial public offering to complete our initial business combination.

If we anticipate that we may not be able to consummate our initial business combination within such 15-month period, the time available to complete a business combination may be extended for up to an aggregate of 18 or 21 months from the closing of our initial public offering, as applicable, in accordance with the terms of our amended and restated memorandum and articles of association and the trust agreement, without submitting such extensions to our shareholders for approval or offering redemption rights in connection therewith.

If we are unable to complete our initial business combination within such applicable time period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable), 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 our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of our initial public offering (or up to an aggregate of 18 or 21 months from the closing of our initial public offering, as applicable, if the time period to consummate a business combination is extended in accordance with our amended and restated memorandum and articles of association and the trust agreement).

However, if our sponsor or any of our officers or directors acquire public shares following our initial public offering, they will be entitled to receive liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the applicable time period.

Our sponsor, officers and directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to provide redemption rights in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of our initial public offering (or up to an aggregate of 21 months from the closing of our initial public offering, as applicable, if the time period to consummate a business combination is extended in accordance with our amended and restated memorandum and articles of association and the trust agreement) or (ii) with respect to the other provisions relating to shareholders’ rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares.

However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately prior to and upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules).

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We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the funds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of this

offering and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into

account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution

would be approximately $10.05 (subject to increase of up to an additional $0.10 per public share in the event that our sponsor

elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus).

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.

We cannot assure you that the actual per-share redemption amount received by shareholders will not

be substantially less than $10.05 per public share.

While we intend to pay such amounts, if any, we cannot assure you that we will have

funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (other than our independent auditors), 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 perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

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

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.

Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, 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 this 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, then our sponsor will not be responsible to the extent of any liability for such third-party claims.

We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company.

None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds from our initial public offering and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.05 per public share, subject to increase as a result of interest earned on the trust account and any amounts deposited into the trust account in connection with extensions of the period of time to consummate a business combination.

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.

Accordingly, we cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than the amount then held in the trust account per public share.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and 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 such entities will execute such agreements, or that even if executed, such agreements would be enforceable or prevent such entities from bringing claims against the trust account, including, but not limited to, claims of fraudulent inducement, breach of fiduciary duty or other similar claims, or claims challenging the enforceability of such waivers, 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 perform an analysis of the alternatives available to it and will only enter into an agreement with such third party if management believes that the engagement of such third party would be significantly more beneficial to us than any available alternative.

Examples of possible instances in which we may engage a third party that refuses to execute a waiver include the engagement of a consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants willing to execute a waiver, or circumstances in which management is unable to identify a service provider willing to execute such a waiver.

In addition, there can be no assurance that such entities will agree to waive any claims they may have in the future, or that they will not seek recourse against the trust account for any reason arising out of negotiations, contracts or agreements with us.

Upon the redemption of our public shares, whether in connection with our failure to complete an initial business combination within the applicable time period or in connection with the exercise of redemption rights in connection with our initial business combination, we will be required to provide for payment of any claims of creditors that were not waived and that may be brought against us within the ten-year period following such redemption.

Our sponsor has agreed that it will be liable to us if and to the extent that any claims by a vendor for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.05 per public share or (ii) the actual amount per public share then held in the trust account as of the date of liquidation, in each case net of the amount of interest that may be withdrawn to pay taxes, except as to (x) any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and (y) any claims under our indemnification of the underwriters 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.

We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnification obligations and believe that our sponsor’s only assets are securities of our company.

None of our officers or directors, other than our sponsor, will indemnify us for claims by third parties, including, without limitation, claims by vendors or prospective target businesses.

In the event that the proceeds in the trust account are reduced below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification 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.

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Accordingly, we cannot assure you that due to claims of creditors the actual value of the redemption price will not be substantially less than $10.05 per public 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 (other than

our independent auditors), 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 monies held in the trust account.

Our sponsor will also not be liable as to

any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities

We will have access to up to $69,345,000 from the proceeds of this offering and the sale of the private placement units, with which

to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be

no more than approximately $100,000).

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.

the event that our offering expenses exceed our estimate of $10.05, we may fund such excess with funds from the funds not to be

held in the trust account.

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

Conversely, in the event that the offering expenses are less than our estimate of $10.05, the amount of funds we intend to be

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

If we file a bankruptcy petition or an involuntary

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

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

of our shareholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.05

per share to our public shareholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy

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

seek to recover all amounts received by our shareholders.

Furthermore, our board may be viewed as having breached its fiduciary duty

to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying

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

We cannot assure you that claims will not be

brought against us for these reasons.

Our public shareholders will be entitled to receive funds from the trust account only upon the earlier of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 15 months from the closing of this offering (or up to 18 or 21 months, as applicable from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time), subject to applicable law.

In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account.

In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account.

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

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.05 per public share or (ii) the actual amount per public share then held in the trust account as of the date of liquidation, in each case due to reductions in value of the trust assets and net of the amount of interest that may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations with respect to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take such legal action on our behalf, it is possible that, in exercising their business judgment, they may choose not to do so in any particular instance.

Accordingly, we cannot assure you that, due to claims of creditors, the actual value of the redemption price will not be substantially less than the amount then held in the trust account per public share.

We will seek to reduce the possibility that our sponsor will be required to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Our sponsor will not be liable for claims under our indemnification of the underwriters against certain liabilities, including liabilities under the Securities Act.

We will have access to funds held outside the trust account, including proceeds from the sale of private placement units, with which to pay any such potential claims, including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000.

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received distributions from the trust account could be liable for claims made by creditors.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure you that we will be able to return to our public shareholders the amount per share then held in the trust account.

Additionally, any distributions received by shareholders could be viewed under applicable debtor-creditor or bankruptcy laws as either a preferential transfer or a fraudulent conveyance, and a bankruptcy court could seek to recover all or a portion of such amounts.

Furthermore, our board of directors may be viewed as having breached its fiduciary duties to creditors by paying public shareholders from the trust account prior to addressing the claims of creditors, which could expose us to additional claims.

We cannot assure you that such claims will not be brought.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to provide redemption rights in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the applicable time period, or to amend any other provisions relating to shareholders’ rights or pre-business combination activity, or (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within the applicable time period, in each case subject to applicable law.

In no other circumstances will a shareholder have any right or interest of any kind in or to the trust account.

A shareholder’s vote in favor of or against a proposed business combination, without exercising redemption rights, will not entitle such shareholder to receive any portion of the trust account.

Amended and Restated Memorandum and Articles of Association

Our amended and restated memorandum and articles of association contains certain requirements and restrictions relating to this offering that will apply to us until the consummation of our initial business combination.

Our amended and restated memorandum and articles of association contain certain requirements and restrictions that will apply to us until the consummation of our initial business combination.

If we seek to amend any provisions of our amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public shareholders with the opportunity to redeem their public shares in connection with any such vote.

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we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination;

if our initial business combination is not consummated within 15 months from the closing of this offering (or up to 18 or 21 months, as applicable from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time), then our existence will terminate and we will distribute all amounts in the trust account;

if we do not consummate our initial business combination within 15 months from the closing of our initial public offering (or within such extended period, up to an aggregate of 18 or 21 months from the closing of our initial public offering, as applicable, if the time period to consummate a business combination is extended in accordance with our amended and restated memorandum and articles of association and the trust agreement), we will cease all operations except for the purpose of winding up and will distribute the amounts held in the trust account in accordance with the terms of our amended and restated memorandum and articles of association;

prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

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

What changed 10-K

Item 1. Business