What changed in this filing

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Item 1. Business

2026-05-28 compared with 2025-03-24 · 481 added, 384 removed, 33 unchanged (96% of the section changed)

7 unchanged sentences

of 1934, as amended (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.

October 25, 2024, the Company consummated its initial public offering (the “IPO”) of 7,500,000 units (“Units”).

Each Unit consists of one Class A ordinary share, $0.0001 par value per share (“Class A ordinary shares”), and one right

(“rights”) to receive of one-eighth of one Class A ordinary share upon the completion of the initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $75,000,000.

Company also issued to the Clear Street LLC, the representative (the “Representative”) of the underwriters (the “underwriters”)

of the IPO, 75,000 Class A ordinary shares as part of the underwriting compensation (the “Representative Shares”) on the

closing of the IPO.

On October 25, 2024, the

Company consummated its initial public offering (the “IPO”) of 7,500,000 units (“Units”).

Each Unit consists of

one Class A ordinary share, $0.0001 par value per share (“Class A ordinary shares”), and one right (“rights”)

to receive of one-eighth of one Class A ordinary share upon the completion of the initial business combination.

The Units were sold at

an offering price of $10.00 per Unit, generating total gross proceeds of $75,000,000.

The Company also issued to

the Clear Street LLC, the representative (the “Representative”) of the underwriters (the “underwriters”) of the

IPO, 75,000 Class A ordinary shares as part of the underwriting compensation (the “Representative Shares”) on the closing

The Representative Shares are identical to the Class A ordinary shares included in the Units, except that the Representative

3 unchanged sentences

to FINRA Rule 5110(e)(2).

The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior

consent of the Company until the completion of the initial business combination of the Company.

In addition, the Representative has agreed

(i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion

of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account

with respect to such shares if the Company fails to complete its initial business combination within the period as provided in the Company’s

The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent

of the Company until the completion of the initial business combination of the Company.

In addition, the Representative has agreed (i)

to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion

of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with

respect to such shares if the Company fails to complete its initial business combination within the period as provided in the Company’s

Second Amended and Restated Memorandum and Articles of Association.

Simultaneously

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

of 240,000 units (the “Private Placement Units”) to the sponsor, at a price of $10.00 per Private Placement Unit, generating

total proceeds of $2,400,000.

the closing of the IPO, management has agreed that at least $10.025 per Unit sold in the IPO will be held into a U.S.-based trust account

(“trust account”), with Continental Stock Transfer & Trust Company acting as trustee.

The funds held in the trust account

will be invested only in U.S.

government treasury bills with a maturity of 185 days or less, or in money market funds meeting

the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S.

Except with respect to divided and/or interest earned on the funds held in the trust account that may be released to the Company

to pay the Company’s tax obligation, if any, the proceeds from the IPO and the sale of the Private Placement Units that are

deposited and held in the trust account will not be released from the trust account until the earliest to occur of (i) the completion

of the Company’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with

a shareholder vote to amend the company’s memorandum and articles of association effective at the time to (A) modify

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

initial business combination by the Combination Deadline (as defined below), provided that the sponsor and/or designees must deposit

into the trust account for each three months extension, an amount equal to 0.10 per Unit, on or prior to the date of the applicable

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

and (iii) the redemption of all of public shares if the Company is unable to complete their initial business combination by the

Combination Deadline, subject to applicable law.

In no other circumstances will a public shareholder have any right or interest of any

kind to or in the trust account.

The proceeds deposited in the trust account could become subject to the claims of the Company’s

creditors, if any, which could have priority over the claims of the public shareholders.

connection with the IPO, the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments,

if any (the “Over-allotment Option”).

On November 19, 2024, the Representative exercised the Over-allotment Option in part,

and purchased 1,000,000 Units (the “Option Units”), generating gross proceeds of $10,000,000.

Simultaneously with the issuance

and sale of the Option Units, the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional

Private Placement Units”) to the sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000.

The Company also issued additional 10,000 Representative Shares to the Representative.

connection with the offering of the Option Units and the sale of Additional Private Placement Units, the proceeds of $10,025,000 from

the proceeds of the offering of the Option Units and the sale of Additional Private Placement Units were placed in the trust account

established for the benefit of the Company’s public shareholders and the underwriters of the IPO.

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

Since our IPO, our sole business activity has been identifying and

evaluating suitable target businesses.

We presently have no revenue and have had losses since inception from incurring formation and operating

We have relied upon the sale of our securities and loans from the sponsor and other parties to fund our operations.

Business Combination

rules require that we must complete one or more initial business combinations with a total aggregate fair market value of at least 80%

of the value of the assets held in the trust account (excluding any deferred underwriters’ fees and taxes payable on the interest

income earned on the trust account) at the time of our signing of a definitive agreement in connection with our initial business combination.

We refer to this as the 80% of net assets test.

If our board of directors determines that it is not able to independently determine the

fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking firm or an independent

valuation or appraisal firm, with respect to the satisfaction of such criteria.

In addition, pursuant to Nasdaq rules, any initial business

combination must be approved by a majority of our independent directors.

Simultaneously with the consummation

of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 240,000 units

(the “Private Placement Units”) to the sponsor, at a price of $10.00 per Private Placement Unit, generating total proceeds

of $2,400,000.

Upon the closing of the IPO,

management has agreed that at least $10.025 per Unit sold in the IPO will be held into a U.S.-based trust account (“trust account”),

with Continental Stock Transfer & Trust Company acting as trustee.

The funds held in the trust account will be invested only in U.S.

government treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7

promulgated under the Investment Company Act which invest solely in direct U.S.

government treasury.

Except with respect to divided and/or

interest earned on the funds held in the trust account that may be released to the Company to pay the Company’s tax obligation,

if any, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held in the trust account will not

be released from the trust account until the earliest to occur of (i) the completion of the Company’s initial business combination,

(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the company’s memorandum

and articles of association effective at the time to (A) modify the substance or timing of obligation to redeem 100% of the Company’s

public shares if the Company does not complete the Company’s initial business combination by the Combination Deadline (as defined

below), provided that the sponsor and/or designees must deposit into the trust account for each three months extension, an amount equal

to 0.10 per Unit, on or prior to the date of the applicable deadline, or (B) with respect to any other provision relating to shareholders’

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

initial business combination by the Combination Deadline, subject to applicable law.

In no other circumstances will a public shareholder

have any right or interest of any kind to or in the trust account.

The proceeds deposited in the trust account could become subject to

the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

In connection with the IPO,

the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-allotment

On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the

“Option Units”), generating gross proceeds of $10,000,000.

Simultaneously with the issuance and sale of the Option Units,

the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional Private Placement Units”)

to the sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000.

The Company also issued additional

10,000 Representative Shares to the Representative.

In connection with the offering

of the Option Units and the sale of Additional Private Placement Units, the proceeds of $10,025,000 from the proceeds of the offering

of the Option Units and the sale of Additional Private Placement Units were placed in the trust account established for the benefit of

the Company’s public shareholders and the underwriters of the IPO.

Our efforts to identify a

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

Since our IPO, our sole business activity

has been identifying and evaluating suitable target businesses.

We presently have no revenue and have had losses since inception from

incurring formation and operating costs.

We have relied upon the sale of our securities and loans from the sponsor and other parties to

fund our operations.

Initial Business Combination

Nasdaq rules require that

we must complete one or more initial business combinations with a total aggregate fair market value of at least 80% of the value of the

assets held in the trust account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the

trust account) at the time of our signing of a definitive agreement in connection with our initial business combination.

We refer to this

as the 80% of net assets test.

If our board of directors determines that it is not able to independently determine the fair market value

of the target business or businesses, we may obtain an opinion from an independent investment banking firm or an independent valuation

or appraisal firm, with respect to the satisfaction of such criteria.

In addition, pursuant to Nasdaq rules, any initial business combination

must be approved by a majority of our independent directors.

We currently intend to structure

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

if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior

to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations

ascribed to the target and us in the initial business combination.

For example, we could pursue a transaction in which we issue a substantial

number of new shares in exchange for all of the issued and outstanding capital stock of a target.

In this case, we would acquire a 100%

controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately

prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial

business combination.

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

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

for purposes of the 80% of net assets test.

If our initial business combination involves more than one target business, the 80% of net

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

If our securities are not then listed on

Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.

the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages

of development or growth, we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor

to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant

risk factors.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in

our incurring losses and will reduce the funds we can use to complete another business combination.

Strategy and Acquisition Criteria

management team intends to focus on creating shareholder value by leveraging its experience in the management and operation of businesses

to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions.

with our strategy, we have identified the following general criteria and guidelines that we believe are essential in evaluating prospective

target businesses.

While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these

criteria and guidelines should we consider it appropriate to do so:

Management Team

will seek to acquire those businesses with reasoned and strong managements having a track record of driving growth and profitability;

or having proposition of the businesses that may likely be well received by public investors.

Deal Size with Growth Potential

intend to seek target companies that have underexploited expansion opportunities.

This expansion can be accomplished through a combination

of accelerating organic growth and finding attractive add-on acquisition targets.

Our management team has significant experience in identifying

such targets and in helping target management assess the strategic and financial fit.

Similarly, our management has the expertise to

assess the likely synergies and to help a target integrate acquisitions.

Revenue Visibility with Defensible Market Position

management’s view, the target companies should be close to an anticipated inflection point, such as those companies requiring additional

management expertise, those companies able to innovate by developing new products or services, or companies where we believe we have

ability to achieve improved profitability performance through an acquisition designed to help facilitate growth.

from Being a U.S.

Even if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior to the initial business

combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and

us in the initial business combination.

For example, we could pursue a transaction in which we issue a substantial number of new shares

in exchange for all of the issued and outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest

in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial

business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.

If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction

company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets

If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate

value of all of the target businesses.

If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required

to meet the foregoing 80% of net asset test.

To the extent we effect our

initial business combination with a company or business that may be financially unstable or in its early stages of development or growth,

we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the risks

inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

The time required to select

and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,

are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of

a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses

and will reduce the funds we can use to complete another business combination.

Recent Development

Change in Control of Sponsor

On May 13, 2025, Sunny Tan Kah Wei, the sole shareholder

of our sponsor closed upon the transaction provided for by a Share Purchase Agreement (the “Sponsor Sale SPA”), dated as of

May 12, 2025, with Sovereign Global Trust LLC, a Delaware limited liability company (“Buyer”).

Pursuant to the Sponsor Sale SPA, Mr.

all of his shares in the sponsor, representing a 100% interest therein, to Buyer, and Buyer became the sole shareholder of our sponsor.

The purchase price was $4,000,000 consisting of funds held by Buyer for investment purposes, paid in cash at closing, plus customary transaction

This transaction is referred to below as the “Sponsor Transaction.”

Buyer’s sole member and sole manager is Valley

Point Limited, a British Virgin Islands corporation (“Valley Point”).

Accordingly, Valley Point is now the sole shareholder

of the sponsor and as such is deemed to have sole voting and investment discretion with respect to our shares and other securities held

by the sponsor.

Valley Point’s sole member and sole manager is Chen Siak Chan, a resident and citizen of Singapore.

Accordingly, Chen

Siak Chan, in his capacity as sole member and sole manager of Valley Point, the sole shareholder of the sponsor, is also deemed to have

sole voting and investment discretion with respect to our shares and other securities held by the sponsor.

Changes in Directors and Officers

Departure of Directors and Officers

On February 2, 2026, Mr.

Robert Will Garner, then

Chairman, CEO and director of the Company, notified the board of directors (the “Board”) of the Company, that he has decided

to resign all the positions he held at the Company, effective immediately.

Thereafter, on February 4, 2026, Mr.

a member of the Board, notified the Board, that he has decided to resign as a member of the Board, effective immediately.

On March 24, 2026, Ms.

Yuanmei Ma, the Chief Financial

Officer and a director of the Company, notified the Board of the Company, that she has decided to resign both positions she held at the

Company, effective immediately.

Appointment of Directors and Officers

On March 26, 2026, the Board approved the appointment

Jung Min Lee as the new Chief Executive Officer and a director of the Company, effective immediately.

The Board also approved appointment

Jung Min Lee as the acting Chief Financial Officer of the Company until a new full time Chief Financial Officer is appointed.

Lee does not hold any other positions with us and is not related to any of our directors or officers.

Lee is not a related

person, promoter, or control person as defined in Item 404(a) of Regulation S-K.

Extension of the Business Combination Deadline

On April 24, 2026, our sponsor deposited $850,000

into the trust account, as a result of which, we have until July 25, 2026 to complete our initial business combination.

In connection

with the extension, the Company issued an unsecured promissory note dated April 23, 2026, in the principal amount of US$850,000 to

The note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S.

Bill rate, and the outstanding principal is payable on the earlier of the consummation of the Company’s initial business combination

and the Company’s liquidation.

Working Capital Note

On April 17, 2026, the Company issued an unsecured

promissory note to our sponsor in the principal amount of up to US$500,000 partially evidencing the loans provided previously by the Sponsor

and partially allowing the Sponsor to provide additional loans thereunder.

The note does not bear interest, except that overdue amounts

accrue default interest at the prevailing short-term U.S.

Treasury Bill rate, and amounts outstanding thereunder are payable on the earlier

of the consummation of the Company’s initial business combination and the Company’s liquidation.

Nasdaq Delinquency Notices

On April 16, 2026, the

Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”),

notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its

Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “ Form 10-K ”), as required

for continued listing on The Nasdaq Global Market.

On May 22, 2026, the Company received a letter from the Listing Qualifications Department

of Nasdaq , notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to

timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “ Form 10-Q ”),

as required for continued listing on The Nasdaq Global Market.

In connection with the

two notices, Nasdaq provided the Company until June 15, 2026, to submit a plan to regain compliance with the Rule (the “ Plan ”)

if the Company has not filed Form 10-K and Form 10-Q by June 15, 2026.

If Nasdaq accepts the Plan, the Company may be granted

an exception of up to 180 calendar days from the Form 10-K’s due date, or until October 12, 2026, to regain compliance with

In the event the Plan is not accepted by Nasdaq, the Company may appeal that decision to a Hearings Panel.

Business Strategy and Acquisition Criteria

Our management team intends

to focus on creating shareholder value by leveraging its experience in the management and operation of businesses to improve the efficiency

of operations while implementing strategies to scale revenue organically and/or through acquisitions.

Consistent with our strategy, we

have identified the following general criteria and guidelines that we believe are essential in evaluating prospective target businesses.

While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines

should we consider it appropriate to do so:

Strong Management Team

We will seek to acquire those businesses

with reasoned and strong managements having a track record of driving growth and profitability;

or having proposition of the businesses

that may likely be well received by public investors.

Niche Deal Size with Growth Potential

We intend to seek target companies that

have underexploited expansion opportunities.

This expansion can be accomplished through a combination of accelerating organic growth and

finding attractive add-on acquisition targets.

Our management team has significant experience in identifying such targets and in helping

target management assess the strategic and financial fit.

Similarly, our management has the expertise to assess the likely synergies and

to help a target integrate acquisitions.

Long-term Revenue Visibility with Defensible Market Position

In management’s view, the target

companies should be close to an anticipated inflection point, such as those companies requiring additional management expertise, those

companies able to innovate by developing new products or services, or companies where we believe we have ability to achieve improved profitability

performance through an acquisition designed to help facilitate growth.

Benefits from Being a U.S.

Public Company (Value Creation and Marketing Opportunities)

intend to search target companies that we believe will help offer attractive risk-adjusted equity returns for our shareholders.

other criteria, we expect to evaluate financial returns based on (i) the potential for organic growth in cash flows, (ii) the ability

to achieve cost savings, (iii) the ability to accelerate growth, including through the opportunity for follow-on acquisitions, and (iv)

the prospects for creating value through other value creation initiatives.

We also plan to evaluate potential upside from future growth

in the target business’ earnings and an improved capital structure.

criteria are not intended to be exhaustive.

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

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

may deem relevant.

the event that we decide to enter into our 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 and guidelines in our shareholder communications

related to our initial business combination, which would be in the form of proxy solicitation or tender offer materials that we would

file with the U.S.

Securities and Exchange Commission (the “SEC”).

will either (i) seek shareholder approval of our initial business combination at a meeting called for such purpose at which

public shareholders may seek to redeem their public shares, regardless of whether they vote for or against, or abstain from voting

on, the proposed initial business combination, for their pro rata portion of the aggregate amount then on deposit in the trust

account (net of taxes payable and up to $100,000 of interest generated from the funds held in the trust account released to us to

pay dissolution expenses) or (ii) provide our public shareholders with the opportunity to sell their public shares to us by

means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the

aggregate amount then on deposit in the trust account, in each case subject to the limitations described herein.

Notwithstanding the

foregoing, our directors, officers and sponsor (the “insiders”) have agreed, pursuant to the letter agreement, dated

October 24, 2024, among the Company and the insiders (the “Letter Agreement”), not to redeem any public shares held by

them into their pro rata portion of the aggregate amount then on deposit in the trust account.

The decision as to whether we will

seek shareholder approval of our proposed initial business combination or allow shareholders to sell their shares to us in a tender

offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction

and whether the terms of the transaction would otherwise require us to seek shareholder approval.

If we so choose and we are legally

permitted to do so, we will have the flexibility to avoid a shareholder vote and allow our shareholders to sell their shares

pursuant to the tender offer rules of SEC.

In that case, we will file tender offer documents with the SEC which will contain

substantially the same financial and other information about the initial business combination as is required under the SEC’s

We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 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 initial business combination.

We will have until April 25, 2026 (or 18 months from the consummation

of the IPO) to consummate our initial business combination.

If we anticipate that we may not be able to consummate our initial business

combination by then, we may, but are not obligated to, extend the period of time to consummate an initial business combination two times

by an additional three months each time (until July 25, 2026 or October 25, 2026, or up to 21 months or 24 months from the consummation

of the IPO to complete an initial business combination), provided that our sponsor and/or designees must deposit into the trust account

for each three months extension, $850,000 ($0.10 per unit in either case), up to an aggregate of $1,700,000 on or prior to the date

of the applicable deadline.

We refer the applicable deadline to consummate the initial business combination in each case, April 25, 2026,

July 25, 2026 or October 25, 2026, as the “Combination Deadline”.

There is no obligation for us or our sponsor to extend the

time for us to complete our initial business combination.

In the event that the time to complete an initial business combination is extended

and our sponsors or their affiliates or designees make the payments necessary for such extension, they will receive a non-interest bearing,

unsecured promissory note in the amount of any such deposit, which will not be repaid in the event that we are unable to close an initial

business combination unless there are funds available outside the trust account to do so.

We intend to issue a press release announcing

any intention to extend the time to consummate an initial business combination at least three days prior to the applicable deadline.

addition, we intend to issue a press release or file a Current Report on Form 8-K promptly after the applicable deadline announcing

whether or not the necessary funds had been timely deposited.

public shareholders will not be afforded an opportunity to vote on our extension of time to consummate an initial business

combination from 18 months to up to 24 months described above or redeem their shares in connection with such extensions.

If we are unable to consummate our initial business combination by the Combination Deadline, unless we extend such period pursuant

to our memorandum and articles of association effective at the time, we will, as promptly as possible but not more than ten (10) business days

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

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

necessary to pay our taxes (less up to $100,000 of interest generated from the funds held in the trust account released to us to pay

dissolution expenses), and then seek to liquidate and dissolve.

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

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

have not selected any specific initial business combination target but intend to target businesses with enterprise values that are greater

than we could acquire with the net proceeds of this offering and the sale of the Private Placement Units.

As a result, if the cash portion

of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public

shareholders, we may be required to seek additional financing to complete such proposed initial business combination.

We cannot assure

you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing proves to be unavailable

when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that

particular initial business combination and seek an alternative target business candidate.

Further, we may be required to obtain additional

financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance

or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred

in completing our initial business combination, or to fund the purchase of other companies.

If we are unable to complete our initial

business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available

for distribution to public shareholders, and our rights will expire worthless.

In addition, even if we do not need additional financing

to complete our initial business combination, we may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target

None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our

initial business combination.

Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness

at higher than desirable levels.

In addition, the amount of the deferred underwriting commissions payable to the underwriters will not

be adjusted for any shares that are redeemed in connection with an initial business combination.

The per share amount we will distribute

to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such

redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

Rights for Public Shareholder upon Completion of Our Initial Business Combination

will provide our public shareholders with the opportunity to redeem all or a portion of their Class A 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 calculated 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 us to pay our franchise and income taxes, if

any, divided by the number of then-issued and outstanding public shares, subject to the limitations described herein.

The amount in

the trust account is initially anticipated to be $10.025 per public share.

The per share amount we will distribute to investors who

properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

redemption rights will include the requirement that a beneficial owner must identify itself in order to validly redeem its shares.

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

will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if an

initial business combination does not close.

Our insiders have entered into agreements with us, pursuant to which they have agreed

to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the

completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our memorandum and articles of

association effective at the time (A) that would modify the substance or timing of our obligation to provide holders of our Class A

ordinary shares the right to have their shares redeemed 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 the Combination Deadline or (B) with respect to any other

We intend to search target companies

that we believe will help offer attractive risk-adjusted equity returns for our shareholders.

Amount other criteria, we expect to evaluate

financial returns based on (i) the potential for organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability

to accelerate growth, including through the opportunity for follow-on acquisitions, and (iv) the prospects for creating value through

other value creation initiatives.

We also plan to evaluate potential upside from future growth in the target business’ earnings

and an improved capital structure.

These criteria are not intended

to be exhaustive.

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

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

In the event that we decide

to enter into our 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 and guidelines in our shareholder communications related to our initial business

combination, which would be in the form of proxy solicitation or tender offer materials that we would file with the U.S.

Securities and

Exchange Commission (the “SEC”).

We will either (i) seek shareholder

approval of our initial business combination at a meeting called for such purpose at which public shareholders may seek to redeem their

public shares, regardless of whether they vote for or against, or abstain from voting on, the proposed initial business combination, for

their pro rata portion of the aggregate amount then on deposit in the trust account (net of taxes payable and up to $100,000 of interest

generated from the funds held in the trust account released to us to pay dissolution expenses) or (ii) provide our public shareholders

with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote)

for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, in each case subject to the

limitations described herein.

Notwithstanding the foregoing, our then-serving directors, officers and sponsor (the “insiders”)

have agreed, pursuant to the letter agreement, dated October 24, 2024, among the Company and the insiders (the “Letter Agreement”),

not to redeem any public shares held by them into their pro rata portion of the aggregate amount then on deposit in the trust account.

The decision as to whether we will seek shareholder approval of our proposed initial business combination or allow shareholders to sell

their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the

timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval.

If we so choose

and we are legally permitted to do so, we will have the flexibility to avoid a shareholder vote and allow our shareholders to sell their

shares pursuant to the tender offer rules of SEC.

In that case, we will file tender offer documents with the SEC which will contain substantially

the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

consummate our initial business combination only if we have net tangible assets of at least $5,000,001 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 initial business

We initially had until April

25, 2026 (or 18 months from the consummation of the IPO) to consummate our initial business combination.

If we anticipate that we may

not be able to consummate our initial business combination by then, we may, but are not obligated to, extend the period of time to consummate

an initial business combination two times by an additional three months each time (until July 25, 2026 or October 25, 2026, or up to 21

months or 24 months from the consummation of the IPO to complete an initial business combination), provided that our sponsor and/or designees

must deposit into the trust account for each three months extension, $850,000 ($0.10 per unit in either case), up to an aggregate of $1,700,000

on or prior to the date of the applicable deadline.

On April 24, 2026, our sponsor deposited $850,000 into the trust account, as a result

of which, we have until July 25, 2026 to complete our initial business combination.

We refer the applicable deadline to consummate the

initial business combination in each case, April 25, 2026, July 25, 2026 or October 25, 2026, as the “Combination Deadline”.

There is no obligation for us or our sponsor to extend the time for us to complete our initial business combination.

In the event that

the time to complete an initial business combination is extended and our sponsors or their affiliates or designees make the payments necessary

for such extension, they will receive a non-interest bearing, unsecured promissory note in the amount of any such deposit, which will

not be repaid in the event that we are unable to close an initial business combination unless there are funds available outside the trust

account to do so.

We intend to issue a press release announcing any intention to extend the time to consummate an initial business combination

at least three days prior to the applicable deadline.

In addition, we intend to issue a press release or file a Current Report on Form

8-K promptly after the applicable deadline announcing whether or not the necessary funds had been timely deposited.

Our public shareholders will

not be afforded an opportunity to vote on our extension of time to consummate an initial business combination from 18 months to up to

24 months described above or redeem their shares in connection with such extensions.

If we are unable to consummate our initial business

combination by the Combination Deadline, unless we extend such period pursuant to our memorandum and articles of association effective

at the time, we will, as promptly as possible but not more than ten (10) business days thereafter, redeem 100% of our issued and outstanding

public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the

funds held in the trust account and not previously released to us or necessary to pay our taxes (less up to $100,000 of interest generated

from the funds held in the trust account released to us to pay dissolution expenses), and then seek to liquidate and dissolve.

we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public

shareholders.

We have not selected any

specific initial business combination target but intend to target businesses with enterprise values that are greater than we could acquire

with the net proceeds of the IPO and the sale of the Private Placement Units.

As a result, if the cash portion of the purchase price exceeds

the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required

to seek additional financing to complete such proposed initial business combination.

We cannot assure you that such financing will be

available on acceptable terms, if at all.

To the extent that additional financing proves to be unavailable when needed to complete our

initial business combination, we would be compelled to either restructure the transaction or abandon that particular initial business

combination and seek an alternative target business candidate.

Further, we may be required to obtain additional financing in connection

with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations

of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business

combination, or to fund the purchase of other companies.

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

may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders,

and our rights will expire worthless.

In addition, even if we do not need additional financing to complete our initial business combination,

we may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing could

have a material adverse effect on the continued development or growth of the target business.

None of our officers, directors or shareholders

is required to provide any financing to us in connection with or after our initial business combination.

Raising additional third-party

financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

In addition, the amount

of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection

with an initial business combination.

The per share amount we will distribute to shareholders who properly exercise their redemption rights

will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect

our obligation to pay the entire deferred underwriting commissions.

Redemption Rights for Public Shareholder upon

Completion of Our Initial Business Combination

We will provide our public

shareholders with the opportunity to redeem all or a portion of their Class A 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 calculated 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 us to pay our franchise and income taxes, if any, divided by the number of then-issued and outstanding

public shares, subject to the limitations described herein.

The amount in the trust account is initially anticipated to be $10.025 per

public share.

The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred

underwriting commissions we will pay to the underwriters.

The redemption rights will include the requirement that a beneficial owner must

identify itself in order to validly redeem its shares.

There will be no redemption rights upon the completion of our initial business

combination with respect to our rights.

Further, we will not proceed with redeeming our public shares, even if a public shareholder has

properly elected to redeem its shares, if an initial business combination does not close.

Our insiders have entered into agreements with

us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them

in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our memorandum

and articles of association effective at the time (A) that would modify the substance or timing of our obligation to provide holders of

our Class A ordinary shares the right to have their shares redeemed 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 the Combination Deadline or (B) with respect to any other

provision relating to the rights of holders of our Class A ordinary shares.

of Conducting Redemptions

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

completion of our initial business combination either (i) in connection with a general meeting called to approve the initial

business combination or (ii) by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed

initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety

of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder

approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which

would require a tender offer rather than seeking shareholder approval under SEC rules).

Asset acquisitions and share purchases would

not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20%

of our issued and outstanding ordinary shares or seek to amend our memorandum and articles of association effective at the time

would typically require shareholder approval.

We currently intend to conduct redemptions in connection with a shareholder vote

unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct

redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

So long as we obtain and maintain a listing

for our securities on Nasdaq, we will be required to comply with Nasdaq rules.

If we held a shareholder vote to approve our initial

business combination, we will, pursuant to our second amended and restated memorandum and articles of association (the “Current Charter”):

conduct the redemptions

in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies,

and not pursuant to the tender offer rules;

file proxy materials with

of Our Initial Business Combination to a Stockholder Vote

the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection

therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

Manner of Conducting Redemptions

We will provide our public

shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business

combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) by means of a tender

The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer

will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether

the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement

or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval

under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our

company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our memorandum

and articles of association effective at the time would typically require shareholder approval.

We currently intend to conduct redemptions

in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement

or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

So long as we obtain

and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules.

If we held a shareholder vote to

approve our initial business combination, we will, pursuant to our second amended and restated memorandum and articles of association

(the “Current Charter”):

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;

file proxy materials with the SEC.

Submission of Our Initial Business Combination

to a Stockholder Vote

In the event that we seek

shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our

public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval

3 unchanged sentences

In such case, our insiders have agreed to vote their founder shares and public shares in favor of our initial business

As a result, for purpose of seeking shareholder approval for our initial business combination, in addition to our founder

shares and private shares, we would need additional 3,102,501 public shares to vote in order to obtain a quorum which will be, pursuant

to the Current Charter, a majority of our issued and outstanding ordinary shares entitled to vote at the meeting.

Once a quorum is obtained,

(i) assuming only a quorum is present and voted at such meeting held to vote on our initial business combination, 361,251 public shares,

or 4.3% of the 8,500,000 public shares sold in this offering are needed to be voted in favor of a transaction, or (ii) assuming

all issued and outstanding shares are present and voted, we need additional 3,102,501, or 36.5%, of the 8,500,000 public shares sold in

this offering are needed to be voted in favor of a transaction (none of our insiders or their affiliates has indicated any intention to

purchase units in this offering or any units or Class A ordinary shares in the open market or in private transactions (other than the

private units)).

Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the

proposed transaction or vote at all.

on Redemption upon Completion of our Initial Business Combination if We Seek Stockholder Approval

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

business combination pursuant to the tender offer rules, our Current Charter provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such

shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted

from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as

“Excess Shares,” without our prior consent.

Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed

transaction or vote at all.

Limitation on Redemption upon Completion of our Initial Business

Combination if We Seek Stockholder Approval

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our Current Charter provides that a public shareholder, together with any affiliate of such shareholder or any

other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange

Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO, which

we refer to as “Excess Shares,” without our prior consent.

We believe this restriction will discourage shareholders from accumulating

large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a

proposed initial business combination as a means to force us or our management to purchase their shares at a significant premium to

the then-current market price or on other undesirable terms.

Absent this provision, a public shareholder holding more than an

aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s shares are

not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms.

limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the IPO without our prior consent, we

believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our

initial business combination, particularly in connection with an initial business combination with a target that requires as a

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

we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our

initial business combination.

of Public Shares and Liquidation if No Initial Business Combination

the Current Charter, if we do not

consummate the initial business combination by the Combination Deadline, we will:

(i) cease all operations except for the purpose of

(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

large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed

initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current

market price or on other undesirable terms.

Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares

sold in the IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or

our management at a premium to the then-current market price or on other undesirable terms.

By limiting our shareholders’ ability

to redeem no more than 15% of the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group

of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection

with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain

amount of cash.

However, we would not be

restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business

Redemption of Public Shares and Liquidation if No Initial Business

Under the Current Charter,

if we do not consummate the initial business combination by the Combination Deadline, 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 franchise and income taxes, if any (less up to $100,000

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

redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further

liquidation distributions, if any);

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 rights, which will expire worthless if we fail to consummate an initial

business combination by the Combination Deadline.

Our Current Charter provides

that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing

procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business

days thereafter, subject to applicable Cayman Islands law.

executive offices are located at 221 W 9th St, #848, Wilmington, Delaware 19801, and our telephone number is 909-214-2482.

We are required

to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and are required to disclose

certain material events in current reports on Form 8-K.

The SEC maintains an Internet website that contains reports, proxy and information

statements and other information regarding issuers that file electronically with the SEC.

The SEC’s Internet website is located

at http://www.sec.gov.

In addition, the Company will provide copies of these documents without charge upon request from us by mail to

221 W 9th St, #848, Wilmington, Delaware 19801.

as a Public Company

believe our structure will make us an attractive initial business combination partner to target businesses.

As an existing public company,

we offer a target business an alternative to a traditional initial public offering through a merger or other initial business combination

In an initial business combination transaction with us, the owners of the target business may, for example, exchange their shares

of stock in the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class

A Ordinary Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses

will find this method a more expeditious and cost-effective method to becoming a public company than a typical initial public offering.

The typical initial public offering process takes a significantly longer period of time than the typical initial business combination

transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and

commissions, that may not be present to the same extent in connection with an initial business combination with us.

once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial

public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions,

which could delay or prevent the offering from occurring or have negative valuation consequences.

Once public, we believe the target

business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’

interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting

a company’s profile among potential new customers and vendors and aid in attracting talented employees.

we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential

target businesses may view our status as a special purpose acquisition company, including our lack of an operating history and our potential

need to seek shareholder approval of a proposed initial business combination, negatively.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”) and as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible

to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not

“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and

proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder

approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result,

there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

of interest to pay dissolution expenses) divided by the number of the then issued and outstanding public shares, which redemption will

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

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 rights, which will expire worthless if we fail to consummate an initial business combination by the Combination Deadline.

Charter provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow

the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten

business days thereafter, subject to applicable Cayman Islands law.

Corporate Information

Our executive offices are

located at 221 W 9th St, #848, Wilmington, Delaware 19801, and our telephone number is 909-214-2482.

We are required to file annual reports

on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events

in current reports on Form 8-K.

The SEC maintains an Internet website that contains reports, proxy and information statements and other

information regarding issuers that file electronically with the SEC.

The SEC’s Internet website is located at http://www.sec.gov.

In addition, the Company will provide copies of these documents without charge upon request from us by mail to 221 W 9th St, #848, Wilmington,

Delaware 19801.

Status as a Public Company

We believe our structure

will make us an attractive initial business combination partner to target businesses.

As an existing public company, we offer a target

business an alternative to a traditional initial public offering through a merger or other initial business combination with us.

initial business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in

the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary

Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses will find

this method a more expeditious and cost-effective method to becoming a public company than a typical initial public offering.

initial public offering process takes a significantly longer period of time than the typical initial business combination transaction

process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions,

that may not be present to the same extent in connection with an initial business combination with us.

Furthermore, once a proposed

initial business combination is completed, the target business will have effectively become public, whereas an initial public offering

is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay

or prevent the offering from occurring or have negative valuation consequences.

Once public, we believe the target business would then

have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and

the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting a company’s

profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our

structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may

view our status as a special purpose acquisition company, including our lack of an operating history and our potential need to seek shareholder

approval of a proposed initial business combination, negatively.

We are an “emerging

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”) and as

modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to take advantage of

certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth

companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any

golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less

active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107

of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed

to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million

as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible

debt securities during the prior three-year period.

identifying, evaluating and selecting a target business for our initial business combination, we have encountered, and expect to continue

to encounter, intense competition from other entities having a business objective similar to ours, including other blank check companies,

private equity groups, leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions.

Many of these

entities are well established and have extensive experience identifying and effecting initial business combinations directly or through

Moreover, many of these competitors possess greater financial, technical, human and other resources than us.

to acquire larger target businesses will be limited by our available financial resources.

This inherent competitive limitation gives

others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in connection with our

public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination

and potential future dilutions that our outstanding rights represent, which may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

currently maintain our executive offices at 221 W 9th St, #848, Wilmington, Delaware 19801.

We consider our current office space adequate

for our current operations.

We currently have two executive

officers, our Chief Executive Officer and Chairman, Will Garner, our Chief Financial Officer and Director, Yuanmei Ma.

The two individuals

are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem

necessary to our affairs until we have completed our initial business combination.

The amount of time they will devote in any time period

will vary based on the status of the proposed Transactions and, if the proposed Transactions are not consummated, whether a target business

has been selected for our initial business combination and the stage of the initial business combination process we are in.

intend to have any full-time employees prior to the completion of our initial business combination.

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO,

(b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer,

which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that year’s

second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior

three-year period.

In identifying, evaluating

and selecting a target business for our initial business combination, we have encountered, and expect to continue to encounter, intense

competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups,

leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions.

Many of these entities are well established

and have extensive experience identifying and effecting initial business combinations directly or through affiliates.

Moreover, many of

these competitors possess greater financial, technical, human and other resources than us.

Our ability to acquire larger target businesses

will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition

of a target business.

Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption

rights may reduce the resources available to us for our initial business combination and potential future dilutions that our outstanding

rights represent, which may place us at a competitive disadvantage in successfully negotiating an initial business combination.

We currently maintain our

executive offices at 221 W 9th St, #848, Wilmington, Delaware 19801.

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

We currently have one executive

Jung Min Lee, who serves as our Chief Executive Officer, Chairman, and the acting Chief Financial Officer.

obligated to devote any specific number of hours to our matters but he intends to devote as much of his time as he deems necessary to

our affairs until we have completed our initial business combination.

The amount of time he will devote in any time period will vary based

on the status of the proposed Transactions and, if the proposed Transactions are not consummated, whether a target business has been selected

for our initial business combination and the stage of the initial business combination process we are in.

We do not intend to have any

full-time employees prior to the completion of our initial business combination.

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

What changed 10-K

Item 1. Business