What changed in this filing

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Item 1. Business

2026-03-19 compared with 2025-03-31 · 303 added, 600 removed, 230 unchanged (80% of the section changed)

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and debt, in effecting a business combination.

We have not selected any target business for our initial business combination.

Initial Public Offering and Private Placement

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January 24, 2025, substantially concurrently with the closing of the IPO, we completed the private sale (the “Private Placement”)

of 234,290 units (the “Private Units”) to our sponsor, Hercules Capital Management VII Corp (the “Sponsor”),

at a purchase price of $10.00 per Initial Private Unit, generating gross proceeds to us of $2,342,900.

In connection with the offering

of the Units and the sale of Initial Private Units, the proceeds of $60,000,000 from the proceeds of the offering of the Units and the

sale of Initial Private Units were placed in the Trust Account (as defined below).

of 234,290 units (the “Private Units”) to our sponsor, Hercules Capital Management VII Corp (the “Sponsor”), at

a purchase price of $10.00 per Private Unit, generating gross proceeds to us of $2,342,900.

In connection with the offering of

the Units and the sale of Private Units, the proceeds of $60,000,000 from the offering of the Units and the sale

of Private Units were placed in the Trust Account (as defined below).

In connection with the IPO,

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representative of the underwriters of the IPO.

The Representative Shares are identical to the Ordinary Shares included in the Units,

except that the Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative Shares, or subject

such Representative Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition

of the securities by any person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1),

The Representative Shares are identical to the Ordinary Shares included in the Units, except

that the Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative Shares, or subject such

Representative Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the

securities by any person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1),

subject to exceptions pursuant to FINRA Rule 5110(e)(2).

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from the IPO and the sales of Private Units, were placed in a trust account (the “Trust Account”) established for the benefit

of our public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.

of our public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee (the

Our management has broad

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Johnson in connection with his appointment.

Business Strategy and Acquisition Criteria

The main goal of our management

is to create value for our shareholders though our experience by improving the operating efficiency of a target business, while implementing

revenue-driven and/or profit-engagement enhancement strategies and increase profit potential through additional acquisitions.

to identify a prospective target will not be limited to a particular industry or geographic region.

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:

● Niche Deal Size

We intend to acquire emerging growth

companies that either grow into a position to generate cash or are already cash-generative.

We believe we have greater access to companies

within this range and will bring additional value to help them to form a path to access capital markets.

● Industry Leadership

with Sustainable Competitive Advantage

We expect to focus on companies

that are or have the potential to become leaders in their verticals.

We will look for companies with higher operating efficiency, stronger

brand recognition, broader distribution channels or any other characteristic that enable the company to achieve long-term competitive

● 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 achievement improved

profitability performance through an acquisition designed to help facilitate growth.

● Benefits from

Public Company (Value Creation and Marketing Opportunities)

We intend to search target companies

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

We intend to seek to acquire a target

on terms and in a manner that leverages our experience.

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

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

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.

and Exchange Commission (the “SEC”).

Proposed Transactions

On November 9, 2025, the

Company entered into a business combination agreement (as it may be amended, supplemented, or otherwise modified from time to time, the

“BCA”) with WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco”), WISeSat Merger

Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), WISeSat.Space Corp., a

British Virgin Islands business company (the “Target”), and WISeKey International Holding Ltd., a Swiss company (together

with its successors, including after its anticipated domestication to the British Virgin Islands prior to the Closing, the “Seller”).

Pursuant to the BCA, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated by the BCA

(the “Closing”), CAC will become a wholly owned subsidiary of Pubco;

and each issued and outstanding CAC Security (as defined

in the BCA) immediately prior to the effective time of the Merger (as defined in the BCA) shall no longer be outstanding and shall automatically

be cancelled, in exchange for the right of the holder thereof to receive Pubco Ordinary Shares.

Following the Merger, the Seller may distribute

up to 10% of its Pubco shares to its own shareholders at its discretion.

The transactions contemplated by the BCA and the Ancillary Documents

are referred to herein as the “Transactions.”

The Transactions will be submitted

to shareholders of the Company for approval at an extraordinary general meeting.

Pubco, together with the Company, will file with the

Securities and Exchange Commission (the “SEC”) a proxy statement/prospectus on Form F-4 (the “Business Combination

Proxy Statement”) in connection with the proposed Transactions.

On December 29, 2025, CAC and WISeKey International Holding

AG jointly announced the confidential submission of a draft of the Business Combination Proxy Statement by Pubco with the SEC on December 23,

Pursuant to the Company’s Charter, the Company currently has until January 22, 2027 to complete the Transactions, if

fully extended.

Share Exchange Consideration

Immediately prior to the Effective

Time, in full payment for the Company Shares, Pubco shall issue and deliver to the Seller the Exchange Shares with an aggregate value

(the “Exchange Consideration”) equal to the sum of (i) Two Hundred Fifty Million U.S.

Dollars ($250,000,000), plus (ii) the

amount of any Transaction Financing (as defined in the BCA) that is made into the Company or its Subsidiaries prior to the Closing, with

each Pubco Ordinary Share valued at Ten U.S.

Dollars ($10.00).

The Exchange Shares will be allocated between Pubco Ordinary Shares and

Pubco Class F Shares in proportion to the number of Company Ordinary Shares and Company Class F Shares owned by Seller at the time of

the Share Exchange.

The Pubco Class F Shares shall,

in the aggregate, be entitled to 49.9% of the total vote on any matter voted on by the holders of Pubco Shares, and the Pubco Class F

Shares will automatically convert into Pubco Ordinary Shares upon certain transfers in accordance with the Company Organizational Documents.

Treatment of CAC Securities;

Merger Consideration

Pursuant to the BCA, (a) immediately

prior to the Effective Time, every issued and outstanding CAC Unit shall be automatically detached, and the holder thereof shall be deemed

to hold one CAC Ordinary Share and one CAC Right in accordance with the terms of the applicable CAC Unit (the “Unit Separation”);

(b) immediately prior to the Effective Time and immediately following the Unit Separation, each issued and outstanding CAC Right (including

the CAC Rights held as a result of the Unit Separation) shall be automatically converted into one-seventh of one CAC Ordinary Share;

at the Effective Time, every issued and outstanding CAC Ordinary Share (including each CAC Ordinary Share converted from CAC Rights pursuant

to (b) above and each CAC Ordinary Share held as a result of the Unit Separation, other than the Excluded Shares, the Dissenting Shares

and the Redeemed Shares (each as defined in the BCA)) shall become and be converted automatically into the right to receive one Pubco

Ordinary Share, following which, all CAC Ordinary Shares shall cease to be outstanding and shall automatically be canceled and shall cease

At the Effective Time, by

virtue of the Merger, all Merger Sub Ordinary Shares issued and outstanding immediately prior to the Effective Time shall be converted

into an equal number ordinary shares of the Surviving Company, with the same rights, powers and privileges as the shares so converted

and shall constitute the only outstanding issued shares of the Surviving Company.

Sponsor Agreement

Simultaneously with the execution

and delivery of the BCA, CAC, the Target, Pubco and the Sponsor entered into a sponsor agreement (the “Sponsor Agreement”).

Pursuant to the Sponsor Agreement, on the terms and subject to the conditions set forth therein, the Sponsor agreed, among other things,

(a) to vote in favor of the BCA and the Transactions and against any alternative transaction;

(b) during the term of the Sponsor Agreement,

not to transfer and to cause its affiliates not to transfer any of the Sponsor Shares (as defined therein) except as permitted thereby;

(c) during the term of the Sponsor Agreement, not to redeem any Sponsor Shares (as defined therein) and convert all CAC rights held by

it into the underlying CAC Ordinary Shares;

(d) to pay for CAC Expenses (as defined in the BCA) in excess of the CAC Expense Cap (as defined

(e) to take timely actions to extend CAC’s deadline to complete the Business Combination as necessary to consummate

and (f) that any working capital loans made to CAC (including for any Extension Payments) will at the Closing be either,

as requested by the Target, repaid in cash or converted into CAC Working Capital Units in accordance with the IPO Prospectus (excluding

after CAC has fully utilized its existing working capital as of the Signing Date, up to $400,000 in working capital loans made prior to

the Closing to CAC by third parties (excluding the Target) or members of the Sponsor, in either case, that are not affiliates of CAC,

the Sponsor or CAC’s management or directors, even if such loans are indirectly made through the Sponsor, as to which the repayment

terms will be as provided as disclosed in the IPO Prospectus).

The Sponsor Agreement will terminate on the earliest of (i) the mutual

written consent of CAC, the Target and Sponsor, (ii) the Closing of the Transactions, or (iii) the termination of the BCA in accordance

with its terms.

Insider Letter Amendment

Simultaneously with the execution

and delivery of the BCA, CAC, Pubco, the Sponsor, the Target and CAC’s directors and officers entered into an amendment (the “Insider

Letter Amendment”) to the letter agreement that was entered into by and among CAC, the Sponsor and certain other member of CAC’s

board of directors and/or management team on January 22, 2025 (the “Insider Letter”).

Pursuant to the Insider Letter Amendment,

the parties amended the letter agreement to (a) give the Target and Pubco rights to enforce the terms of the Insider Letter;

(b) effective

as of the Closing, assign the rights and obligations of CAC under the Insider Letter to Pubco;

and (c) provide that the lock-up period

applicable to the Pubco Ordinary Shares issued in exchange for the Founder Shares (as defined in the BCA) pursuant to the BCA will be

identical to the lock-up period set forth in the Lock-Up Agreement (as defined below).

Lock-up Agreement

Simultaneously with the execution

and delivery of the BCA, CAC, Pubco and the Seller entered into a lock-up agreement (the “Lock-up Agreement”), which, among

other things, provides for certain restrictions on the transfer of certain Pubco Ordinary Shares by the Seller and other holders who become

Pubco’s shareholders as a result of the Seller Distribution following the Closing, as further described below and subject to the

terms and conditions set forth in the Lock-up Agreement.

Pursuant to the Lock-up Agreement,

from and after the Closing, the Seller and other holders who become Pubco shareholders as a result of the Seller Distribution

shall not Transfer (as defined in the Lock-up Agreement) any of the Restricted Securities (as defined in the Lock-up Agreement) until

the earlier of:

(a) the six month anniversary of the date of the Closing;

(b) the date (but not less than 60 days after the Closing) on

which the closing price of the Pubco Ordinary Shares exceeds $12.50 for any 20 trading days within a 30-day trading period following the

and (c) the date after the Closing on which Pubco consummates a liquidation, merger, share exchange, reorganization or other

similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their

equity holdings in Pubco for cash, securities or other property.

January 2026 Extension Meeting

On January 16, 2026, the Company

held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders of the

Company approved the proposal (the “Charter Amendment Proposal”) that the Company’s Amended and Restated Memorandum

and Articles of Association, which provided that the Company has until January 22, 2026 to complete a business combination, be deleted

in their entirety and the substitution in their place of the Second Amended and Restated Memorandum and Articles of Association (the “Amended

Charter”) to provide that the Company has until January 22, 2026 to complete a business combination, and may elect to extend the

period to consummate a business combination up to twelve times, each by an additional one-month extension (the “Monthly Extension”),

for a total of up to twelve months to January 22, 2027.

In order to effectuate each Monthly Extensions, $50,000 needs to be deposited

into the Trust Account of the Company (the “Monthly Extension Fee”).

On January 16, 2026, the Company

and the Trustee entered into the amendment to the Investment Management Trust Agreement dated January 22, 2025 ( as amended, the “Trust

Agreement”) upon the shareholders’ approval at the Extraordinary General Meeting, which provides that that the Trustee must

commence liquidation of the Trust Account by the prescribed timeline as provided in the Company’s Amended Charter.

In connection with the votes

to approve the Charter Amendment Proposal, 3,449,851 Ordinary Shares of the Company were rendered for redemption, and approximately $35.82

million was released from the Trust Account to pay such redeeming shareholders.

As of the date of this Annual

Report, the Company has until March 22, 2026 to complete its initial business combination (or up to January 22, 2027 if fully extended).

A total of $100,000 Monthly Extension Fee were deposited into the Trust Account of the Company, among which $50,000 were paid by the Company

from its working capital and $50,000 were paid by the Target pursuant to the BCA.

Effecting a Business Combination

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at which public shareholders may seek to convert their public shares, regardless of whether they vote for or against, or abstain from

voting on, the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account

(net of taxes payable and up to $100,000 of interest released to us to pay dissolution expenses) or (2) 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 (net of taxes payable and up

to $100,000 of interest released to us to pay dissolution expenses), in each case subject to the limitations described herein.

Notwithstanding

the foregoing, our insiders, including the Sponsor and our officers and directors, have agreed, pursuant to written letter agreements

with us, not to convert any shares (including Founder Shares, private shares and any public shares acquired in or after the IPO) held

by them into their pro rata share of the aggregate amount then on deposit in the Trust Account.

If we determine to engage in a tender

offer, such tender offer will be structured so that each shareholder may tender any or all of his, her or its public shares rather than

some pro rata portion of his, her or its shares.

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

combination or will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety of factors

such as the timing of the transaction, or 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 have the flexibility to avoid a shareholder vote and allow our shareholders

to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers.

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.

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 business combination.

voting on, the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net

of taxes payable and up to $100,000 of interest released to us to pay dissolution expenses) or (2) 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 (net of taxes payable and up to $100,000

of interest released to us to pay dissolution expenses), in each case subject to the limitations described herein.

Notwithstanding the

foregoing, our insiders, including the Sponsor and our officers and directors, have agreed, pursuant to written letter agreements with

us, not to convert any shares (including Founder Shares, private shares and any public shares acquired in or after the IPO) held by them

into their pro rata share of the aggregate amount then on deposit in the Trust Account.

If we determine to engage in a tender offer, such

tender offer will be structured so that each shareholder may tender any or all of his, her or its public shares rather than some pro rata

portion of his, her or its shares.

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

will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing

of the transaction, or 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 have the flexibility to avoid a shareholder vote and allow our shareholders to sell their shares

pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers.

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.

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 business combination.

We have until January 22,

22, 2026 to consummate an initial business combination (the “Combination Period”).

However, if we anticipate that we may

not be able to consummate our initial business combination by January 22, 2026, we may seek an amendment to our amended and restated

memorandum and articles of association to extend the period of time we have to complete an initial business combination beyond

January 22, 2026 and if we do so, we will provide our public shareholders with the opportunity to redeem all or a portion of their

public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the Trust Account.

and not previously released to us or necessary to pay our taxes (less up to

$100,000 of interest to pay dissolution expenses).

If we do not complete our initial business combination by January 22, 2026, we

may elect to do so in the future and there is no limit on the number of extensions that we may seek.

If we are unable to consummate

our initial business combination within the Combination Period and decide not to seek any extension, 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 to pay dissolution

2027 to consummate an initial business combination (the “Combination Period”) (if fully extended).

However, if we anticipate

that we may not be able to consummate our initial business combination by January 22, 2027 (if fully extended), we may seek an amendment

to our amended and restated memorandum and articles of association to extend the period of time we have to complete an initial business

combination beyond January 22, 2027 (if fully extended) and if we do so, we will provide our public shareholders with the opportunity

to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account.

and not previously released to us or necessary to pay our

taxes (less up to $100,000 of interest to pay dissolution expenses).

If we do not complete our initial business combination by January

22, 2027 (if fully extended), we may elect to do so in the future and there is no limit on the number of extensions that we may seek.

If we are unable to consummate our initial business combination within the Combination Period and decide not to seek any extension, 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 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.

In the event of our liquidation and subsequent

dissolution and the public rights will expire and will be worthless.

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.

In the event of our liquidation and subsequent dissolution and the

public rights will expire and will be worthless.

If we are unable to consummate

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to our public shareholders by way of redeeming their shares and dissolve.

If we are forced to liquidate, we anticipate that we would

distribute to our public shareholders the amount in the Trust Account calculated as of the date that is two (2) days prior to the distribution

date (including any accrued interest net of taxes payable and up to $100,000 of interest released to us to pay dissolution expenses).

Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for

amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with respect

to amounts that are owed to them.

We cannot assure you that we will properly assess all claims that may be potentially brought against

As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them

as an unlawful payment in the event we enter an insolvent liquidation.

In the event of our liquidation and subsequent dissolution, the

public and private rights will expire and will be worthless.

If we are forced to liquidate, we anticipate that we would distribute

to our public shareholders the amount in the Trust Account calculated as of the date that is two (2) days prior to the distribution date

(including any accrued interest net of taxes payable and up to $100,000 of interest released to us to pay dissolution expenses).

to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts

they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with respect to amounts

that are owed to them.

We cannot assure you that we will properly assess all claims that may be potentially brought against us.

our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful

payment in the event we enter an insolvent liquidation.

In the event of our liquidation and subsequent dissolution, the public and private

rights will expire and will be worthless.

Pursuant to NASDAQ listing

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company under the Investment Company Act.

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

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

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

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

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

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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 equity interests or assets of a target business or businesses are owned

or acquired by the post-transaction company, only 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, assuming that we maintain a listing for our securities on NASDAQ.

In order to consummate

such an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek

to raise additional funds through a private offering of debt or equity securities.

Since we have no specific business combination under

consideration, we have not entered into any such fund-raising arrangement and have no current intention of doing so.

The fair market

value of the target business will be determined by our board of directors based upon one or more standards generally accepted by the

financial community (such as actual and potential sales, earnings, cash flow and/or book value).

If our board is not able to independently

determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment

banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to

acquire, with respect to the satisfaction of such criteria.

We will not be required to obtain an opinion from an independent investment

banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to

acquire, as to the fair market value if our board of directors independently determines that the target business complies with the 80%

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 equity interests or assets of a target business or businesses are owned or

acquired by the post-transaction company, only 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, assuming that we maintain a listing for our securities on NASDAQ.

In order to consummate such

an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise

additional funds through a private offering of debt or equity securities.

Since we have no specific business combination under consideration,

we have not entered into any such fund-raising arrangement and have no current intention of doing so.

The fair market value of the target

business will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such

as actual and potential sales, earnings, cash flow and/or book value).

If our board is not able to independently determine that the target

business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another

independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, with respect to

the satisfaction of such criteria.

We will not be required to obtain an opinion from an independent investment banking firm, or another

independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, as to the fair market

value if our board of directors independently determines that the target business complies with the 80% threshold.

We will not be required to

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In order to meet our working

capital needs until completion of an initial business combination, our insiders, officers and directors or their affiliates may, but

are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion

(the “Working Capital Loans”).

The notes would either be paid upon consummation of our initial business combination, without

interest, or, at the lender’s discretion, up to $3,000,000 of the notes may be converted upon consummation of our business combination

into working capital units at a price of $10.00 per unit, or the “working capital units.” In addition, if we hold a shareholder

capital needs until completion of an initial business combination, our insiders, officers and directors or their affiliates may, but are

not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (the

“Working Capital Loans”).

The notes would either be paid upon consummation of our initial business combination, without interest,

or, at the lender’s discretion, up to $3,000,000 of the notes may be converted upon consummation of our business combination into

working capital units at a price of $10.00 per unit, or the “working capital units.” In addition, if we hold a shareholder

meeting to seek shareholders’ approval for an amendment to the then existing memorandum and articles of association, as amended,

to modify the amount of time or substance we have to consummate an initial business combination, our insiders, officers and directors

or their affiliates or designees may, but not obligated to, loan us funds in support of our potential extension to allow additional

time for us to complete an initial business combination which will be evidenced in extension convertible notes to be repaid in cash or

or their affiliates or designees may, but not obligated to, loan us funds in support of our potential extension to allow additional time

for us to complete an initial business combination which will be evidenced in extension convertible notes to be repaid in cash or $10.00

per unit, or the “extension units,” at the closing of our initial business combination.

The working capital units

and the extension units, if any, would be identical to the Private Units sold in the private placement.

If we do not complete our initial

business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.

of such loans by our insiders, officers and directors or their affiliates, if any, have not been determined and no written agreements

exist with respect to such loans.

The working capital units and the

extension units, if any, would be identical to the Private Units sold in the private placement.

If we do not complete our initial business

combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.

The terms of such

loans by our insiders, officers and directors or their affiliates, if any, have not been determined and no written agreements exist with

respect to such loans.

As of December 31, 2025 and

through the date of filing of this Annual Report on Form 10-K, the Company had no borrowings under these loans.

Risks Related to Our Possible Business Combination

with a PRC Target Company

Although there is no restriction

or limitation on what industry or geographic region our target operates in, because of our significant ties to China, we may pursue a

business combination with a company being based in or having the majority of the company’s operations in China (a “PRC Target

If we complete a business combination with a PRC Target Company, we may be subject to risks due to uncertainty of the

interpretation and the application of the PRC laws and regulations following the business combination.

In particular, PRC laws and regulations

restrict foreign ownership in certain industries.

If the PRC Target Company is in any of those restricted industries, neither the post-combination

entity nor its subsidiaries may own any equity interest in the PRC Target Company or its operating subsidiaries but rather may establish

a wholly foreign-owned enterprise (“WFOE”) in PRC to enter into the a series of contractual arrangements (the “VIE

Agreements”) with the PRC Target Company (to that extent, the PRC Target Company is known as a variable interest entity, or a VIE)

and the VIE’s shareholders.

VIE Agreements normally include:

(i) certain power of attorney agreements, a share pledge agreement and certain loan agreements;

(ii) an exclusive business

cooperation agreement which allows the post-combination entity to receive substantially all of the economic benefits from the VIE;

(iii) certain exclusive option agreements and certain spouse consent letters which provide the WFOE with an exclusive option to

purchase all or part of the equity interests in and/or assets of the VIE when and to the extent permitted by PRC laws (such arrangements

are referred as a “VIE structure”).

The post-combination entity, through a VIE structure, can consolidate the financial results

of the VIE in its consolidated financial statements as a primary beneficiary in accordance with accounting principles generally accepted

in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting

Standards Board, or IFRS, for accounting purpose.

The post-combination entity or its shareholders do not directly or indirectly hold

equity interests in the VIE, and therefore, a VIE structure is subject to risks due to the uncertainty of the interpretation and the

application of the PRC laws and regulations, including but not limited to limitations on foreign ownership of business in a restricted

industry, regulatory review of overseas listings of PRC companies through a special purpose vehicle, and the validity and enforcement

of the VIE Agreements.

The VIE structure is also subject to the risks of uncertainty about any future actions of the PRC government in

this regard that could disallow the VIE structure, which would likely result in a material change in the post-combination entity’s

operations and may cause the value of our Ordinary Shares to depreciate significantly or become worthless.

VIE structure may not be

as effective as equity ownership and the company may incur substantial costs to enforce the terms of the arrangements.

Since the post-combination

entity and its stockholders do not directly own equity interest in VIE and the shareholders of VIE still own the shares of VIE after

the business combination, the VIE structure has its inherent risks that may affect your investment, including less effectiveness and

certainties than equity ownership and potential substantial costs to enforce the terms of the VIE Agreements.

The VIE shareholders may

not act in the best interests of the WFOE or the post-combination entity, or may not perform their obligations under the VIE Agreements.

If the VIE or the VIE shareholders breach their contractual obligations under the VIE Agreements, the post-business combination company

may have difficulty in enforcing any rights it may have under the VIE Agreements with the VIE and/or its founders and owners because

all of the VIE Agreements are governed by PRC laws and provide for the resolution of disputes through arbitration in the PRC, where the

legal environment in the PRC is not as developed as in the United States.

The post-combination entity may have to incur substantial

costs and expend significant resources to enforce such VIE Agreements in reliance on legal remedies under PRC law.

In connection with

litigation, arbitration or other judicial or dispute resolution proceedings, assets under the name of any of record holder of equity

interest in the VIE, including such equity interest of such record holder, may be put under court custody.

As a consequence, we cannot

be certain that the equity interest will be disposed pursuant to the VIE Agreements or that the ownership by the record holder of such

equity interest will be unchallenged.

In addition, if we acquire a PRC Target Company through VIE Agreements, investors in our Ordinary

Shares following a business combination would not hold equity interests in the VIE domiciled in China and would instead hold equity interests

in a holding company.

You may never hold equity interests in the VIE.

All of the VIE Agreements

may be governed by and interpreted in accordance with PRC law, and disputes arising from these VIE Agreements may be resolved in court

or through arbitration in China in accordance with PRC legal procedures.

The legal environment in the PRC is not as developed as in some

other jurisdictions, such as the United States.

As a result, uncertainties in the PRC legal system could limit the post-combination ability

to enforce the VIE Agreements.

As at the date of this Annual Report, there are very few precedents and little official guidance as to

how VIE Agreements should be interpreted or enforced under PRC law.

The VIE Agreements have not been widely tested in a court of law

in the PRC and there remain significant uncertainties regarding the ultimate outcome of arbitration should legal action become necessary.

Furthermore, VIE Agreements may not be enforceable in China if the PRC government authorities or courts take a view that such VIE Agreements

contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons.

In addition, there is uncertainty as

to whether the courts of the PRC would recognize or enforce judgments of U.S.

courts against us or such persons predicated upon the civil

liability provisions of the securities laws of the United States or any state.

In the event that the post-combination entity is unable

to enforce the VIE Agreements, the post-combination entity may not be able to consolidate the financial results of the VIE through the

VIE Agreements, which will have a material adverse effect on its financial condition and results of operations.

Although the PRC authorities

do not require permission to entering into the VIE Agreements, the General Office of the Central Committee of the Communist Party of

China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities

Activities According to Law,” or the Opinions, which was made available to the public on July 6, 2021, pursuant to which the PRC

government will strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas

listings of Chinese companies.

The Opinions and any related implementing rules to be enacted may subject the VIE structure to compliance

requirements in the future.

Given the current regulatory environment in the PRC, uncertainty of different interpretations and enforcement

of the rules and regulations in the PRC may be adverse to our business combination with a PRC Target Company or the post-business combination

company, which requirements may take place quickly with little advance notice.

On February 17, 2023, the

Chinese Securities Regulatory Commission (the “CSRC”) issued the New Administrative Rules Regarding Overseas Listings, which

came into effect since March 31, 2023.

According to the New Administrative Rules Regarding Overseas Listings, among other things, a domestic

company in the PRC that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC as per

requirement of the Trial Administrative Measures.

An issuer is a domestic company in the PRC if the following criteria are met at the

(a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited

consolidated financial statements for the most recent accounting year comes from PRC domestic companies, and (b) the main parts of the

issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or

the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China.

a domestic company seeks to directly offer and list securities in overseas markets, the issuer shall file with the CSRC.

Where a domestic

company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity,

which shall, as the domestic responsible entity, file with the CSRC.

If, we acquire a PRC Target Company, we may be required to comply

with the New Administrative Rules Regarding Overseas Listings and complete the filing with the CSRC, to continue listing on U.S.

or issue securities to foreign investors post business combination with a PRC Target Company.

Since the New Administrative Rules Regarding

Overseas Listings are newly promulgated, and the interpretation and implementation thereof involves uncertainties, we cannot assure that

we will be able to complete the relevant filings in a timely manner or fulfil all the regulatory requirements thereunder.

On February 24, 2023, the

CSRC promulgated the Confidentiality and Archives Administration Provisions, which also became effective on March 31, 2023.

The Confidentiality

and Archives Administration Provisions set out rules, requirements and procedures relating to provision of documents, materials and accounting

archives for securities companies, securities service providers, overseas regulators and other entities and individuals in connection

with overseas offering and listing, including without limitation to, domestic companies that carry out overseas offering and listing

(either in direct or indirect means) with regards to protection of any state secret and working secret of government agencies, requirement

to obtain approval to publicly disclose or provide any documents and materials that contain state secrets or working secrets of government

Further, according to the Measures for Cybersecurity Review, which was promulgated on December 28, 2021 and became effective

on February 15, 2022, online platform operators holding more than one million users/users’ individual information shall be subject

to cybersecurity review before listing abroad.

If we acquire a PRC Target Company, we will be required to comply with Confidentiality

and Archives Administration Provisions, potential cybersecurity review, and other regulations may be promulgated by the CAC or other

PRC authorities.

There is uncertainty how the new provisions will be interpreted and implemented in the future, and we may be required

to perform additional procedures in connection with the provision of accounting archives.

The governing PRC laws and

regulations are sometimes vague and uncertain and can change quickly with little advance notice, which may result in a material change

in the post-combination entity’s operations, cause the value of our shares following the business combination to significantly

decline or be worthless, or substantially limit or completely hinder the post-combination entity’s ability to offer or continue

to offer securities to investors.

For instance, the PRC government recently initiated a series of regulatory actions and statements to

regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market,

enhancing supervision over China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of

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

However, since these statements and regulatory actions

are new, it is uncertain how soon Chinese legislative or administrative regulation making bodies will respond and what existing or new

laws, regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such

modified or new laws and regulations will have on our capability to acquire or merge with a PRC Target Company, as well as the post-combination

entity’s ability to conduct its business, accept foreign investments, or list on a U.S.

stock exchange.

The Chinese government may

intervene or influence the operations of the PRC operating entities at any time and may exert more control over offerings conducted overseas

and/or foreign investment in China-based issuers, which could result in a material change in the operations of the PRC operating entities

and/or the value of our securities.

In addition, any actions by the Chinese government to exert more oversight and control over offerings

that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability

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

Changes in China’s economic, political or social conditions, as well as possible interventions and influences of any government

policies and actions;

as well as uncertainties with respect to the PRC legal system could have a material adverse effect on our operation

and the value of our securities.

For instance, (i) as the date hereof, we and our directors and officers are not required to obtain any

permission from the CSRC, CAC, or any other China authorities, nor received any objection, restriction, or were denied approval from

Chinese authorities to list our securities in U.S.

exchanges, however, we cannot guarantee that PRC authorities may initiate any change

in its law, rules or regulations, or governmental policies that would require permission or scrutiny from relevant PRC authorities before

or any law, regulation, rules and policies will become effective and enforceable after our listing that could substantially

affect our operation and the value of our securities may depreciate quickly even become worthless.

Such future administrative measure

or actions may have material adverse effects on the offering of our securities to investors, our proposed listing in the U.S., our business

operation, our capability to acquire or merge with a PRC Target Company.

For example, in the event that it is required that we should

obtain permission from the Chinese government to offer our securities to investors or list on U.S.

exchanges, it is unpredictable whether

such permission can be obtained by us, as the case may be, or, if permission is obtained, whether it could be later denied or rescinded.

If we, including our directors and officers, do not receive or maintain such permissions or approvals, or inadvertently conclude that

such permissions or approvals are not required, it could significantly limit or completely hinder our ability to offer or continue to

offer our securities to investors, list in the U.S.

and cause the value of our securities to significantly decline or become worthless.

As of the date of this Annual Report, we have not received any inquiry, notice, warning, or sanctions from PRC government authorities

in connection with any permissions may be required from the PRC authorities;

and (ii) currently and prior to the consummation of our

initial business combination, our operation involves searching and identifying suitable targets, conducting due diligence on targets,

negotiating and consummating our initial business combination.

Though we are not restricted or prohibited from such business activities

in China, we are subject to risks and uncertainties about future actions of the PRC government or law enforcement to refrain our activities

or operation in China, which would likely result in a material change in our operations, significantly limit or hinder our ability to

offer or continue to offer our securities, and cause the value of our securities may depreciate significantly or become worthless.

As a blank check company

incorporated for the purpose of effecting a business combination, we have significant ties to China.

Fen “Eric” Zhang,

our Chief Executive Officer, who is also the sole director of the Sponsor, is a Canadian citizen but currently resides in China for business

purposes, and our Chief Financial Officer, Ms.

Jie “Janet” Hu, is a Chinese citizen located in China.

Because of our significant

ties to China, we may be a less attractive partner to a non-China-based target company and such perception may potentially limit or negatively

impact our search for an initial business combination;

or may therefore make it more likely for us to consummate a business combination

with a PRC Target Company.

Further, it is uncertain

whether any officers and directors of the post-combination entity will be located inside the United States.

As a result, it may be difficult,

or in some cases impossible, for investors in the United States to enforce their legal rights, to effect service of process upon those

officers and directors (prior to or after the business combination) located outside the United States, or to enforce judgments of U.S.

courts seeking to impose civil liabilities and criminal penalties on them under U.S.

securities laws.

In particular, the PRC does not

have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other countries

and regions, and you may have to incur substantial costs and contribute significant time to enforce civil liabilities and criminal penalties

in reliance on legal remedies under PRC laws.

Therefore, recognition and enforcement in the PRC of judgements of U.S.

courts in relation

to any matter not subject to a binding arbitration provision may be difficult or impossible.

PRC Limitations on Overseas Listing and Share

Issuances If We Acquire a PRC Target Company (Post-Business Combination)

The New Administrative Rules Regarding

Overseas Listing

On February 17, 2023, the

CSRC issued the New Administrative Rules Regarding Overseas Listings, which came into effect since March 31, 2023.

According to the New

Administrative Rules Regarding Overseas Listings, among other things, a domestic company in the PRC that seeks to offer and list securities

in overseas markets shall fulfill the filing procedure with the CSRC as per requirement of the Trial Administrative Measures.

is a domestic company in the PRC if the following criteria are met at the same time:

(a) 50% or more of the issuer’s operating

revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent

accounting year comes from PRC domestic companies, and (b) the main parts of the issuer’s business activities are conducted in

mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation

and management are mostly Chinese citizens or domiciled in mainland China.

Where a domestic company seeks to directly offer and list

securities in overseas markets, the issuer shall file with the CSRC.

Where a domestic company seeks to indirectly offer and list securities

in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, file

with the CSRC.

Initial public offerings or listings in overseas markets shall be filed with the CSRC within 3 working days after the

relevant application is submitted overseas.

If an issuer offers securities in the same overseas market where it has previously offered

and listed securities subsequently, filings shall be made with the CSRC within 3 working days after the offering is completed.

Upon occurrence

of any material event, such as change of control, investigations or sanctions imposed by overseas securities regulatory agencies or other

relevant competent authorities, change of listing status or transfer of listing segment, or voluntary or mandatory delisting, after an

issuer has offered and listed securities in an overseas market, the issuer shall submit a report thereof to CSRC within 3 working days

after the occurrence and public disclosure of such event.

Further, an overseas securities company that serves as a sponsor or lead underwriter

for overseas securities offering and listing by domestic companies shall file with the CSRC within 10 working days after signing its

first engagement agreement for such business, and submit to the CSRC, no later than January 31 each year, an annual report on its business

activities in the previous year associated with overseas securities offering and listing by domestic companies.

If an overseas securities

company has entered into engagement agreements before the effectuation of the Trial Administrative Measures and is serving in practice

as a sponsor or lead underwriter for overseas securities offering and listing by domestic companies, it shall file with the CSRC within

30 working days after the Trial Administrative Measures take effect.

However, pursuant to the New Administrative Rules Regarding Overseas

Listings and the Notice on the Arrangement for Filing-based Administration of Overseas Offering and Listing by Domestic Companies issued

by the CSRC on February 17, 2023, if the indirect overseas securities offering and listing by a domestic company had been approved by

the overseas regulator or stock exchange, such as the registration statement had been declared effective in the case of the U.S.

prior to the effectuation of the Trial Administrative Measures, and the indirect overseas securities offering and listing will be completed

before September 30, 2023 without the need to go through the regulatory procedure of the overseas regulator or stock exchange for offering

and listing once again, then such company is not required to file with the CSRC in accordance with the Trial Administrative Measures

immediately but shall be required to do so if it involves in re-financing and other filing matters in the future.

As a blank check company

incorporated in Cayman Islands rather than in China and currently our company does not own or control any equity interest in any PRC

company or operate any business in China, we did not generate any revenue or profit nor have any asset in China or from any operation

in China as of the date of this Annual Report.

As a result, we believe that we do not meet the criteria (a) of a domestic company in

the PRC as set forth in New Administrative Rules Regarding Overseas Listings and accordingly are not required to file with the CSRC for

the offering.

If, however, we acquire a PRC Target Company, we may be required to comply with the New Administrative Rules Regarding

Overseas Listings and complete the filing with the CSRC, to continue listing on U.S.

exchanges or issue securities to foreign investors

post business combination with a PRC Target Company.

Since the New Administrative Rules Regarding Overseas Listings are newly promulgated,

and the interpretation and implementation thereof involves uncertainties, we cannot assure that we will be able to complete the relevant

filings in a timely manner or fulfil all the regulatory requirements thereunder.

Confidentiality and Archives Administrative

Provisions and Measures for Cybersecurity Review

On February 24, 2023, the

CSRC promulgated the Confidentiality and Archives Administration Provisions, which also became effective on March 31, 2023.

The Confidentiality

and Archives Administration Provisions set out rules, requirements and procedures relating to provision of documents, materials and accounting

archives for securities companies, securities service providers, overseas regulators and other entities and individuals in connection

with overseas offering and listing, including without limitation to, domestic companies that carry out overseas offering and listing

(either in direct or indirect means) and the securities companies and securities service providers (either incorporated domestically

or overseas) that undertake relevant businesses shall not leak any state secret and working secret of government agencies, or harm national

security and public interest, and a domestic company shall first obtain approval from competent authorities according to law, and file

with the secrecy administrative department at the same level, if it plans to, either directly or through its overseas listed entity,

publicly disclose or provide any documents and materials that contain state secrets or working secrets of government agencies.

papers produced in the Chinese mainland by securities companies and securities service providers in the process of undertaking businesses

related to overseas offering and listing by domestic companies shall be retained in the Chinese mainland.

Where such documents need to

be transferred or transmitted to outside the Chinese mainland, relevant approval procedures stipulated by regulations shall be followed.

Further, according to the Measures for Cybersecurity Review, which was promulgated on December 28, 2021 and became effective on February

15, 2022, online platform operators holding more than one million users/users’ individual information shall be subject to cybersecurity

review before listing abroad.

As we are a blank check company and are not involved in the collection of personal data of at least 1 million

users or implicate cybersecurity, we do not believe that we are a “network platform operator(s)”, or subject to the cybersecurity

review of the Cyberspace Administration of China (the “CAC”), nor subject to Confidentiality and Archives Administration

Provisions for the offering.

As of the date of this Annual Report, we have not received any inquiry, notice, warning, sanction or any

regulatory objection to the IPO from any relevant PRC authorities.

If we acquire a PRC Target Company, we will be required to comply

with Confidentiality and Archives Administration Provisions and other regulations may be promulgated by the CAC or other PRC authorities.

There is uncertainty how the new provisions will be interpreted and implemented in the future, and we may be required to perform additional

procedures in connection with the provision of accounting archives.

Additionally, if we acquire

a PRC Target Company, we may be subject to any new rules, regulations or requirements promulgated by the PRC Authorities regarding Overseas

Listing and Share Issuances for domestic companies in the PRC.

Any failure of us to fully comply with new regulatory requirements may

significantly limit or completely hinder our ability to offer or continue to offer our securities in connection with a business combination,

or to complete a business combination at all.

If approval is required in the future and we were denied permission from Chinese authorities

to list on U.S.

exchanges, we will not be able to continue listing on a U.S.

exchange, which would materially affect the interest of

our investors.

It is uncertain when and whether we will be required to obtain permission from the PRC government to continue to list

exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded.

Our operations may

be adversely affected in the future, directly or indirectly, by existing or future laws and regulations relating to the PRC Target Company’s

business or industry and oversea listing and share issuance.

Transfers of Cash to and from Our Post-Combination

Entity If We Acquire a PRC Target Company (Post-Business Combination)

We are a blank check company

with no operations of our own and no subsidiaries except searching for a suitable target to consummate an initial business combination.

As of the date of this Annual Report, we do not have cash management policies and procedures that dictate how funds are transferred.

As of the date of this Annual Report, no transfers, dividends, or distributions have been made by us.

There is no restriction in

the geographic location of targets that we can pursue, although we intend to initially prioritize geographic locations in Asia and North

We currently do not have any PRC subsidiaries or China operations, do not have any specific business combination under consideration

and have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive

discussions, formal or otherwise, with respect to such a transaction.

However, because of our significant ties to China, we may pursue

a business combination with a PRC Target Company which might require a VIE structure.

As a result, although other means are available

for the post-combination entity to obtain financing at the holding company level, the post-combination entity’s ability to pay

dividends to its shareholders and to service any debt it may incur may depend upon dividends paid by the PRC Target Company’s subsidiaries.

If any of the post-combination entity’s subsidiaries incurs debt on its own in the future, the instruments governing such debt

may restrict its ability to pay dividends to the post-combination entity.

In addition, the PRC subsidiaries of the post-combination entity

and VIE are required to make appropriations to certain statutory reserve funds, which are not distributable as cash dividends except

in the event of a solvent liquidation of the companies.

In order for the post-combination

entity to pay dividends to its stockholders, the post-combination entity will rely on payments made from the VIE to the PRC subsidiary

of the post-combined entity, a wholly foreign-owned enterprise (“WFOE”), pursuant to the VIE Agreements, and the distribution

of such payments from the WFOE to the post-combination entity as dividends from the subsidiaries of the post-combined entity.

Such dividends

and other distributions may be subject to the PRC government’s regulations relating to the conversion of Renminbi into foreign

currencies and the remittance of such currencies out of the PRC, which may limit the post-combination entity’s PRC subsidiaries’

ability to distribute earnings to the post-combination entity or may otherwise adversely affect the post-combination entity.

even though the post-combination entity may wish to transfer cash proceeds raised from overseas financing activities, including the IPO,

to its PRC subsidiaries via capital contribution or shareholder loans, the PRC government’s regulations relating to foreign exchange

may limit the post-combination entity’s ability to make loans to or inject capital into its PRC subsidiaries or the ability of

its PRC subsidiaries to pay back such loans to the post-combination entity.

Investment in Chinese companies,

which are governed by the Foreign Investment Law, and the dividends and distributions from a China-based operating company are subject

to regulations and restrictions on dividends and payment to parties outside of China.

Furthermore, if certain procedural requirements

are satisfied, the payment in foreign currencies on current account items, including profit distributions and trade and service related

foreign exchange transactions, can be made without prior approval from the State Administration of Foreign Exchange (the “SAFE”)

or its local branches.

However, where RMB would be converted into foreign currency and remitted out of China to pay capital expenses,

such as the repayment of loans denominated in foreign currencies, approval from or registration with competent government authorities

or its authorized banks is required.

The PRC government may take measures at its discretion from time to time to restrict access to foreign

currencies for current account or capital account transactions.

If the foreign exchange control regulations prevent the VIE or PRC subsidiaries

of the combined company from obtaining sufficient foreign currencies to satisfy their foreign currency demands, the VIE or PRC subsidiaries

of the combined company may not be able to pay dividends or repay loans in foreign currencies to their offshore intermediary holding

companies and ultimately to the post-combination company.

We cannot assure you that new regulations or policies will not be promulgated

in the future, which may further restrict the remittance of RMB into or out of the PRC.

We cannot assure you, in light of the restrictions

in place, or any amendment to be made from time to time, that the PRC subsidiaries of the post-combination company will be able to satisfy

their respective payment obligations that are denominated in foreign currencies, including the remittance of dividends outside of the

Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency

for the payment of dividends from our subsidiaries or the VIE, if any.

Current PRC regulations permit

the indirect subsidiaries of the post-combination entity to pay dividends to the post-combination entity only out of their accumulated

profits, if any, determined in accordance with Chinese accounting standards and regulations.

In addition, each of the subsidiaries of

the post-combination company in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory

reserve until such reserve reaches 50% of its registered capital.

Each of such entity in China is also required to further set aside

a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the

discretion of its board of directors.

Although the statutory reserves can be used, among other ways, to increase the registered capital

and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash

dividends except in the event of liquidation.

Cash dividends, if any, on

our common stock will be paid in U.S.

If the post-combination entity is considered a PRC tax resident enterprise for tax purposes,

any dividends the post-combination entity pay to its overseas stockholders may be regarded as China-sourced income and as a result may

be subject to PRC withholding tax at a rate of up to 10.0%.

The United States Public

Company Accounting Oversight Board (“PCAOB”) is currently unable to conduct inspections on accounting firms in the PRC without

the approval of the Chinese government authorities.

The United States Public Company

Accounting Oversight Board (“PCAOB”) is currently unable to conduct inspections on accounting firms in the PRC without the

approval of the Chinese government authorities.

The auditor and its audit work in the PRC may not be inspected fully by the PCAOB.

Inspections of other auditors conducted by the PCAOB outside China have at times identified deficiencies in those auditors’ audit

procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality.

The lack of PCAOB inspections of audit work undertaken in China prevents the PCAOB from regularly evaluating the PRC auditor’s

audits and its quality control procedures.

As a result, shareholders may be deprived of the benefits of PCAOB inspections if we complete

a business combination with such companies.

of other auditors conducted by the PCAOB outside China have at times identified deficiencies in those auditors’ audit procedures

and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality.

PCAOB inspections of audit work undertaken in China prevents the PCAOB from regularly evaluating the PRC auditor’s audits and its

quality control procedures.

As a result, shareholders may be deprived of the benefits of PCAOB inspections if we complete a business combination

with such companies.

Future developments in U.S.

12 unchanged sentences

to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections

for two consecutive years instead of three consecutive years.

The documentation we may

be required to submit to the SEC proving certain beneficial ownership requirements and establishing that we are not owned or controlled

by a foreign government in the event that we use a foreign public accounting firm not subject to inspection by the PCAOB or where the

PCAOB is unable to completely inspect or investigate our accounting practices or financial statements because of a position taken by

an authority in the foreign jurisdiction could be onerous and time consuming to prepare.

The HFCAA mandates the SEC to identify issuers

of SEC-registered securities whose audited financial reports are prepared by an accounting firm that the PCAOB is unable to inspect due

to restrictions imposed by an authority in the foreign jurisdiction where the audits are performed.

If such identified issuer’s

auditor cannot be inspected by the PCAOB for three consecutive years, the trading of such issuer’s securities on any U.S.

securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.

stock exchanges if its auditor is not subject to PCAOB inspections for

two consecutive years instead of three consecutive years.

The documentation we may be

required to submit to the SEC proving certain beneficial ownership requirements and establishing that we are not owned or controlled by

a foreign government in the event that we use a foreign public accounting firm not subject to inspection by the PCAOB or where the PCAOB

is unable to completely inspect or investigate our accounting practices or financial statements because of a position taken by an authority

in the foreign jurisdiction could be onerous and time consuming to prepare.

The HFCAA mandates the SEC to identify issuers of SEC-registered

securities whose audited financial reports are prepared by an accounting firm that the PCAOB is unable to inspect due to restrictions

imposed by an authority in the foreign jurisdiction where the audits are performed.

If such identified issuer’s auditor cannot be

inspected by the PCAOB for three consecutive years, the trading of such issuer’s securities on any U.S.

national securities exchanges,

as well as any over-the-counter trading in the U.S., will be prohibited.

On March 24, 2021, the SEC

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to be subsequently established by the SEC.

On November 5, 2021, the

SEC approved the PCAOB’s Rule 6100, Board Determinations Under the HFCAA.

Rule 6100 provides a framework for the PCAOB to use when

determining, as contemplated under the HFCAA, whether it is unable to inspect or investigate completely registered public accounting

firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the

SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.

On November 5, 2021, the SEC

approved the PCAOB’s Rule 6100, Board Determinations Under the HFCAA.

Rule 6100 provides a framework for the PCAOB to use when determining,

as contemplated under the HFCAA, whether it is unable to inspect or investigate completely registered public accounting firms located

in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC

issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.

The rules apply to registrants

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the PCAOB conducts regular inspections to assess Marcum Asia CPAs LLP’s compliance with applicable professional standards.

PCAOB currently has access to inspect the working papers of our auditor.

Our auditor is not headquartered in mainland China or Hong Kong

and was not identified in this report as a firm subject to the PCAOB’s determination.

currently has access to inspect the working papers of our auditor.

Our auditor is not headquartered in mainland China or Hong Kong and

was not identified in this report as a firm subject to the PCAOB’s determination.

On August 26, 2022, the CSRC,

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laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.) 13959, “Addressing

the Threat from Securities Investments That Finance Communist Chinese Military Companies,” may further restrict our ability to

complete a business combination with certain China-based businesses.

the Threat from Securities Investments That Finance Communist Chinese Military Companies,” may further restrict our ability to complete

a business combination with certain China-based businesses.

Enforceability of Civil Liability

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on them under United States securities laws.

In particular, the PRC

does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many

other countries and regions, and you may have to incur substantial costs and contribute significant time to enforce civil liabilities

and criminal penalties in reliance on legal remedies under PRC laws.

Therefore, recognition and enforcement in the PRC of judgement of

United States courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

In particular, the PRC does

not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other

countries and regions, and you may have to incur substantial costs and contribute significant time to enforce civil liabilities and criminal

penalties in reliance on legal remedies under PRC laws.

Therefore, recognition and enforcement in the PRC of judgement of United States

courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Foreign Investment Regulations

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are Chinese citizens.

As of the date of this Annual Report, the Sponsor owns approximately 21.38% of our issued and outstanding

As of the date of this Annual Report, the Sponsor owns approximately 37.8% of our issued and outstanding shares.

Controlling or non-controlling

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In addition, CFIUS is an interagency

committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to

determine the effect of such transactions on the national security of the United States.

Because we may be considered a “foreign

person” under such rules and regulations, any proposed business combination between us and a U.S.

business engaged in a regulated

industry or which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review.

of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive,

non-controlling investments in sensitive U.S.

committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine

the effect of such transactions on the national security of the United States.

Because we may be considered a “foreign person”

under such rules and regulations, any proposed business combination between us and a U.S.

business engaged in a regulated industry or

which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review.

The scope of CFIUS

was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling

investments in sensitive U.S.

businesses and certain acquisitions of real estate even with no underlying U.S.

FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings.

If our potential initial business combination with a U.S.

business falls within the scope of foreign ownership restrictions, we may be

unable to consummate a business combination with such business.

In addition, if our potential business combination falls within CFIUS’s

jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the

initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect

to such initial business combination or order us to divest all or a portion of a U.S.

business of the combined company if we had proceeded

without first obtaining CFIUS clearance.

The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness

of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise

be beneficial to us and our shareholders.

As a result, the pool of potential targets with which we could complete an initial business

combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which

do not have similar foreign ownership issues.

FIRRMA, and subsequent

implementing regulations that are now in force, also subject certain categories of investments to mandatory filings.

If our potential

initial business combination with a U.S.

business falls within the scope of foreign ownership restrictions, we may be unable to consummate

a business combination with such business.

In addition, if our potential business combination falls within CFIUS’s jurisdiction,

we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business

combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

CFIUS may decide

to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial

business combination or order us to divest all or a portion of a U.S.

business of the combined company if we had proceeded without first

obtaining CFIUS clearance.

The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction

with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to

us and our shareholders.

As a result, the pool of potential targets with which we could complete an initial business combination may be

limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar

foreign ownership issues.

Moreover, the process of

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located at 14 Prudential Tower, Singapore, 049712 and our telephone number is (+1) 949 899 1827.

Commencing on January 22, 2025,

we make $10,000 per month payment to the Sponsor for office space, utilities and secretarial and administrative support.

our current office space adequate for our current operations.

Commencing on January 22, 2025, we make

$10,000 per month payment to the Sponsor for office space, utilities and secretarial and administrative support.

We consider our current

office space adequate for our current operations.

We currently have Dr.

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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 whether a target business has been selected for our initial business combination and the stage of the initial business

combination process we are in.

The amount of time they will devote in any time period will vary

based on 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