What changed in this filing

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Item 1A. Risk Factors

2026-03-24 compared with 2025-03-26 · 134 added, 186 removed, 2107 unchanged (13% of the section changed)

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You should consider carefully all of the risks described below, together

with the other information contained in this Annual Report on Form 10-K, the prospectus associated with our Initial Public Offering and

the registration statement of which such prospectus forms a part before making a decision to invest in our securities.

If any of the

following events occur, our business, financial condition and operating results may be materially adversely affected.

In that event,

the trading price of our securities could decline, and you could lose all or part of your investment.

The risk factors described below

are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.

with the other information contained in this Annual Report on Form 10-K, before making a decision to invest in our securities.

of the following events occur, our business, financial condition and operating results may be materially adversely affected.

event, the trading price of our securities could decline, and you could lose all or part of your investment.

The risk factors described

below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.

Additionally,

if we consummate our initial business combination with Mango Financial Group Limited, we will be subject to the risks facing such company,

which risks are described in detail in the Form F-4.

Relating to Searching for and Consummating a Business Combination

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

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

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

If too many Public Shareholders exercise their redemption rights, we would not

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

Furthermore, we

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

prior to or upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock”

rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business

Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than

$5,000,001 either immediately prior to or upon completion of our initial business combination or such greater amount necessary to satisfy

a closing condition, each as described above, we would not proceed with such redemption and the related business combination and may

instead search for an alternate business combination.

Prospective targets will be aware of these risks and, thus, may be reluctant to

enter into a business combination transaction with us.

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

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

If too many Public Shareholders exercise their redemption rights, we

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

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

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

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an entity incorporated as a Cayman Islands exempted company, the 1% excise tax is not expected to apply to redemptions of our ordinary

Shares (absent any regulations and other additional guidance that may be issued in the future with retroactive effect).

However, in connection

with an initial business combination involving a company organized under the laws of the United States, it is possible that we domesticate

and continue as a U.S.

corporation prior to certain redemptions and, because our securities are trading on Nasdaq, it is possible that

we will be subject to the excise tax with respect to any subsequent redemptions, including redemptions in connection with the initial

business combination, that are treated as repurchases for this purpose (other than, pursuant to recently issued guidance from the U.S.

shares, including redemptions related to extension votes, in a business combination in which we remain a Cayman Islands exempted company

or otherwise (absent any regulations and other additional guidance that may be issued in the future with retroactive effect).

in connection with an initial business combination involving a company organized under the laws of the United States, it is possible

that we domesticate and continue as a U.S.

corporation prior to certain redemptions and, because our securities are trading on Nasdaq,

it is possible that we will be subject to the excise tax with respect to any subsequent redemptions, including redemptions related to

extension votes or in connection with the initial business combination, that are treated as repurchases for this purpose (other than,

pursuant to recently issued guidance from the U.S.

Department of the Treasury, redemptions in complete liquidation of the company).

In all cases, the extent of the excise tax that may

be incurred will depend on a number of factors, including the fair market value of our shares redeemed, the extent such redemptions could

be treated as dividends and not repurchases, and the content of any regulations and other additional guidance from the U.S.

of the Treasury that may be issued and applicable to the redemptions.

Issuances of shares by a repurchasing company in a year in which

such company repurchases shares may reduce the amount of excise tax imposed with respect to such repurchase.

The excise tax is imposed

on the repurchasing company itself, not the shareholders from which shares are repurchased.

The imposition of the excise tax as a result

of redemptions in connection with the initial business combination or in connection with any extension of time to consummate an initial

business combination could, however, reduce the amount of cash available to pay redemptions or reduce the cash contribution to the target

business in connection with our initial business combination, which could cause the other shareholders of the combined company to economically

bear the impact of such excise tax.

all cases, the extent of the excise tax that may be incurred will depend on a number of factors, including the fair market value of our

shares redeemed, the extent such redemptions could be treated as dividends and not repurchases, and the content of any regulations and

other additional guidance from the U.S.

Department of the Treasury that may be issued and applicable to the redemptions.

shares by a repurchasing company in a year in which such company repurchases shares may reduce the amount of excise tax imposed with

respect to such repurchase.

The excise tax is imposed on the repurchasing company itself, not the shareholders from which shares are

The imposition of the excise tax as a result of redemptions in connection with the initial business combination could, however,

reduce the cash contribution to the target business in connection with our initial business combination, which could cause the other

shareholders of the combined company to economically bear the impact of such excise tax.

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

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the premiums charged for such policies have increased at times and the terms of such policies have become less favorable.

no assurance that these trends will not continue.

no assurance that these trends will not continue or return.

increased cost of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial

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

Sponsors have the right to extend the term we have to consummate our initial business combination to up to 18 months from the closing

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

have until September 23, 2025 to consummate an initial business combination.

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

our initial business combination within the prescribed date, we may, by resolution of our board of directors, if requested by our Sponsors,

extend the period of time we will have to consummate an initial business combination three times for up to an additional three months

each until June 23, 2026 (for a total of up to 21 months from the date of the closing of our Initial Public Offering).

Pursuant to the

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

Stock Transfer & Trust Company on September 19, 2024 filed in connection with our Initial Public Offering, in order for the time

available for us to consummate our initial business combination to be extended, our Sponsors or their affiliates or designees, upon five

days’ advance notice prior to the deadline, must deposit into the Trust Account $600,000 ($0.10 per share) for the extension, on

or prior to the date of the applicable deadline.

Our Public Shareholders will not be entitled to vote or redeem their shares in connection

with any such extension.

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

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that would produce value for our shareholders.

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

our initial business combination by September 23, 2025, or if we decide to extend the period of time to consummate our initial business

combination in full, June 23, 2026.

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

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

our initial business combination with any other target business.

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

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

we would have rejected upon a more comprehensive investigation.

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

complete our initial business combination by no later than March 23, 2027.

Consequently, such target business may obtain

leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with

that particular target business, we may be unable to complete our initial business combination with any other target business.

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

In addition, we may have limited time to conduct due diligence

and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive

investigation.

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

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receive $10.00 per share, or less than such amount in certain circumstances, and our Rights will expire worthless.

amended and restated memorandum and articles of association provides that we must complete our initial business combination by September

23, 2025, or we may, but are not obligated to, extend the period of time to consummate our initial business combination until June 23,

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

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

and debt markets and the other risks described herein.

If we have not completed our initial business combination within such time period,

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

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

in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes

(less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding Public Shares,

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

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

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

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

In such case, our

Public Shareholders may only receive $10.00 per share or less in certain circumstances, and our Rights will expire worthless.

circumstances, our Public Shareholders may receive less than $10.00 per share on the redemption of their shares.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount

received by shareholders may be less than $10.00 per share ” and other risk factors in this section.

amended and restated memorandum and articles of association provides that we must complete our initial business combination by no later than March 23, 2027.

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

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

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

If we have not completed our initial business combination within

such time period, we will:

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

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

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

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

Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to

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

such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in

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

In such case, our Public Shareholders may only receive $10.00 per share or less in certain circumstances, and our Rights will expire

In certain circumstances, our Public Shareholders may receive less than $10.00 per share on the redemption of their shares.

See “ — If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share

redemption amount received by shareholders may be less than $10.00 per share ” and other risk factors in this section.

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

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

redeem 100% of our Public Shares if we do not complete our initial business combination by September 23, 2025, or if we decide to extend

the period of time to consummate our initial business combination in full, by June 23, 2026 or (B) with respect to any other provision

relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of our Public Shares if

we are unable to complete an initial business combination by September 23, 2025, or if we decide to extend the period of time to consummate

our initial business combination in full, by June 23, 2026, subject to applicable law and as further described herein.

In addition, if

we are unable to complete an initial business combination by September 23, 2025, or if we decide to extend the period of time to consummate

our initial business combination in full, by June 23, 2026 for any reason, compliance with Cayman Islands law may require that we submit

a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in our Trust Account.

In that case, Public Shareholders may be forced to wait beyond September 23, 2025, or if we decide to extend the period of time to consummate

our initial business combination in full, beyond June 23, 2026 before they receive funds from our Trust Account.

In no other circumstances

will a Public Shareholder have any right or interest of any kind in the Trust Account.

Accordingly, to liquidate your investment, you

may be forced to sell your Public Shares or Rights, potentially at a loss.

redeem 100% of our Public Shares if we do not complete our initial business combination by the required deadline or (B) with respect to any other

provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of our Public

Shares if we are unable to complete an initial business combination by the required deadline, subject to applicable law and as further described

In addition, if we are unable to complete an initial business combination by the required deadline for any reason, compliance with Cayman

Islands law may require that we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution

of the proceeds held in our Trust Account.

In that case, Public Shareholders may be forced to wait beyond the required deadline before they

receive funds from our Trust Account.

In no other circumstances will a Public Shareholder have any right or interest of any kind in the

Trust Account.

Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Rights, potentially at a loss.

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

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the net proceeds of our Initial Public Offering and the sale of the Private Placement Units not being held in the Trust Account are insufficient

to allow us to operate at least until by September 23, 2025 (or June 23, 2026 if we extend the time to complete a business combination

to allow us to operate at least until by March 23, 2027 (assuming our board extends the time to complete a business combination

as further described herein), we may be unable to complete our initial business combination, in which case our Public Shareholders may

only receive $10.00 per share, or less than such amount in certain circumstances, and our Rights will expire worthless.

believe that the funds available to us outside of the Trust Account will be sufficient to allow us to operate until September 23, 2025,

or if we decide to extend the period of time to consummate our initial business combination in full, June 23, 2026;

however, we cannot

assure you that our estimate is accurate.

If the available funds are not sufficient, we might not have sufficient funds to continue searching

for, or conduct due diligence with respect to, a target business and we may be forced to liquidate.

If we are unable to complete our

initial business combination, our Public Shareholders may receive only approximately $10.00 per share or less in certain circumstances

on the liquidation of our Trust Account and our Rights will expire worthless.

In certain circumstances, our Public Shareholders may receive

less than $10.00 per share upon our liquidation.

See “ — If third parties bring claims against us, the proceeds held in

the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share ”

and other risk factors in this section.

believe that the funds available to us outside of the Trust Account will be sufficient to allow us to operate until March 23, 2027 (assuming our board extends the time to complete a business combination);

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

If the available funds are not sufficient, we might not have sufficient

funds to continue searching for, or conduct due diligence with respect to, a target business and we may be forced to liquidate.

are unable to complete our initial business combination, our Public Shareholders may receive only approximately $10.00 per share or less

in certain circumstances on the liquidation of our Trust Account and our Rights will expire worthless.

In certain circumstances, our

Public Shareholders may receive less than $10.00 per share upon our liquidation.

See “ — If third parties bring claims

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

be less than $10.00 per share ” and other risk factors in this section.

do not have a specified maximum redemption threshold.

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

amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that we

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

prior to or upon consummation of our initial business combination (such that we are not subject to the SEC’s “penny stock”

amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold.

As a result, we may be able to complete our initial business combination even though a substantial majority of our Public Shareholders

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

Because we only have until September 23, 2025 (or

June 23, 2026 if we extend the period of time to consummate a business combination) to complete our initial business combination, our

failure to obtain any required approvals within the requisite time period may prevent us from completing the transaction and require

us to liquidate.

If we liquidate, our Public Shareholders may only receive $10.00 per share initially, and our Rights will expire worthless.

Our Public Shareholders may also lose the potential investment opportunity in a target company and the opportunity of realizing future

gains on such investments through any price appreciation in the combined company.

Because we only have until March 23, 2027

(assuming our board extends the period of time to consummate a business combination) to complete our initial business

combination, our failure to obtain any required approvals within the requisite time period may prevent us from completing the

transaction and require us to liquidate.

If we liquidate, our Public Shareholders may only receive $10.00 per share initially, and

our Rights will expire worthless.

Our Public Shareholders may also lose the potential investment opportunity in a target company and

the opportunity of realizing future gains on such investments through any price appreciation in the combined company.

Relating to our Securities

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

we do not complete our initial business combination by September 23, 2025, or if we decide to extend the period of time to consummate

our initial business combination in full, June 23, 2026 or (B) with respect to any other material provision relating to shareholders’

rights or pre-initial business combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Ordinary

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

Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares.

we do not complete our initial business combination by March 23, 2027 or (B) with respect to any other material provision

relating to shareholders’ rights or pre-initial business combination activity, unless we provide our Public Shareholders with the

opportunity to redeem their Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number

of then outstanding Public Shares.

issuance of additional Ordinary Shares or preference shares:

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

cause a change of control if a substantial number of our Ordinary Shares are issued, which may affect, among other things, our

ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers

and directors;

cause a change of control if a substantial number of our Ordinary Shares are issued, which may affect, among other things, our ability

to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and

adversely affect prevailing market prices for our units, Ordinary Shares and/or Rights.

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

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain

covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

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

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

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to us and the business we acquire:

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

prospects may decline;

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

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

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or may result in our modifying or not pursuing a particular transaction.

Since our initial business combination period is within 12 months

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

within 18 months from the closing of our Initial Public Offering, and the approval process may take a period longer than we expect before

we enter into a definitive agreement with a target company, we may be unable to complete a business combination by September 23, 2025,

or if we decide to extend the period of time to consummate our initial business combination, June 23, 2026.

Since the approval process may take a period longer than we expect before

we consummate a definitive agreement with a target company, we may be unable to complete a business combination by March 23, 2027.

controls that exist in the PRC may restrict or prevent us from using the proceeds of our Initial Public Offering to acquire a target

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result in a significant national security issue.

If obtained, since our initial business combination period is 15 months from the closing

of our Initial Public Offering, or if we decide to extend the period of time to consummate our initial business combination, 18 months

from the closing of our Initial Public Offering, and the approval process may take a period longer than we expect before we enter into

a definitive agreement with a target company, we may be unable to complete a business combination by September 23, 2025, or if we decide

to extend the period of time to consummate our initial business combination, June 23, 2026.

As a result, we may be unable to complete a business combination.

initial business combination may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection,

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national security issue.

If obtained, since our initial business combination period is 12 months from the closing of our Initial Public

Offering, or if we decide to extend the period of time to consummate our initial business combination, 18 months from the closing of

our Initial Public Offering, and the approval process may take a period longer than we expect before we enter into a definitive agreement

with a target company, we may be unable to complete an initial business combination by September 23, 2025, or if we decide to extend

the period of time to consummate our initial business combination, June 23, 2026.

As a result, we may be unable to complete an initial business combination.

light of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign

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restated memorandum and articles of association to modify (A) the substance or timing of our obligation to allow redemption in connection

with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by

September 23, 2025, or if we decide to extend the period of time to consummate our initial business combination in full, June 23, 2026

with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the required time period

or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity;

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of our stock following a business combination and our Rights would expire worthless.

indicated above, we have until September 23, 2025 (or June 23, 2026 if the time period has been extended as described herein in full)

to consummate an initial business combination.

It is possible that a claim in the future could be made that we have been operating as

an unregistered investment company.

It is also possible that the investment of funds from the IPO and private placement of units during

our life as a blank check company, and the earning and use of interest from such investment, both of which will likely continue until

we consummate an initial business combination, could increase the likelihood of us being found to have been operating as an unregistered

investment company more than if we sought to potentially mitigate this risk by holding such funds as cash.

Furthermore, the longer the

funds are invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company

Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment

Company Act which invest only in direct U.S.

government treasury obligations, the greater the risk could be that we are considered an

investment company.

If we are deemed to be an investment company for purposes of the Investment Company Act and found to have been operating

as an unregistered investment company, it could cause us to liquidate.

If we are forced to liquidate, investors in our company would

not be able to participate in any benefits of owning stock in an operating business, including the potential appreciation of our stock

following a business combination and our Rights would expire worthless.

indicated above, we have until March 23, 2027 to consummate an initial business combination (assuming our board extends the time to consummate such a transaction as described herein).

It is possible that a claim in the

future could be made that we have been operating as an unregistered investment company.

It is also possible that the investment of

funds from the IPO and private placement of units during our life as a blank check company, and the earning and use of interest from

such investment, both of which will likely continue until we consummate an initial business combination, could increase the

likelihood of us being found to have been operating as an unregistered investment company more than if we sought to potentially

mitigate this risk by holding such funds as cash.

Furthermore, the longer the funds are invested in United States “government

securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in

money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in

government treasury obligations, the greater the risk could be that we are considered an investment company.

deemed to be an investment company for purposes of the Investment Company Act and found to have been operating as an unregistered

investment company, it could cause us to liquidate.

If we are forced to liquidate, investors in our company would not be able to

participate in any benefits of owning stock in an operating business, including the potential appreciation of our stock following a

business combination and our Rights would expire worthless.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our initial business combination, require substantial

financial and management resources, and increase the time and costs of completing an acquisition.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report

on Form 10-K for the year ending December 31, 2025.

Only in the event we are deemed to be a large accelerated filer or an accelerated

filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control

over financial reporting.

Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual Report.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply with the independent

registered public accounting firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank

check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public

companies because a target company with which we seek to complete our business combination may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any such entity to

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

Further, for as long as we

remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation

requirement on our internal control over financial reporting.

The fact that we are a blank check company makes compliance with the requirements

of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we

seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of

its internal controls.

The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may

increase the time and costs necessary to complete any such acquisition.

in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors

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

What changed 10-K

Item 1A. Risk Factors