What changed in this filing

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Item 1A. Risk Factors

2026-03-25 compared with 2025-03-31 · 304 added, 218 removed, 1766 unchanged (23% of the section changed)

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Relating to Our Search for, and Consummation of or Inability to Consummate a Business Combination

are a blank check company with no operating history and no revenues, and, accordingly, you will not have any basis

on which to evaluate our ability to achieve our business objective.

are a blank check company with no operating history and no revenues, and, accordingly, you will not have any basis on which to evaluate

our ability to achieve our business objective.

are a blank check company with no operating results to date.

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until, at the earliest, after the consummation of a business combination.

Further, our executive officers and directors and the majority

shareholder of our sponsor have ties to the PRC and/or are located in the PRC, which may make it more difficult for us to complete an

initial business combination with a target company outside of the PRC, and therefore, make it more likely that we will need to target

a business combination with a target company located in the PRC.

independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about

our ability to continue as a “going concern.”

of December 31, 2024, we have no revenue before the business combination, and our business plan is dependent on the completion

of a financing transaction.

Our cash and working capital as December 31, 2024 are insufficient to complete its business combination for

the upcoming year if the full 12 months been extended.

Therefore, there is Going Concern issues that we will not have sufficient liquidity

to meet our probable cash needs over the next 12 months.

we are unable to consummate a business combination, our public shareholders may be forced to wait more than 15 months before receiving

liquidation distributions.

will have 15 months from the closing of our initial public offering to complete a business combination.

We have no obligation to return

funds to investors prior to such date unless we consummate a business combination prior thereto and only then in cases where investors

have sought to convert their shares.

Only after the expiration of this full time period will public shareholders be entitled to liquidation

distributions if we are unable to complete a business combination.

Accordingly, investors’ funds may be unavailable to them until

after such date and to liquidate your investment, you may be forced to sell your securities potentially at a loss.

of December 31, 2025, we have no revenue before the business combination, and our business plan is dependent on the completion of a financing

Our cash and working capital as December 31, 2025 are insufficient to complete its business combination for the upcoming

year if the full 12 months been extended.

Therefore, there is going concern issues that we will not have sufficient liquidity to meet

our probable cash needs over the next 12 months.

we are unable to consummate a business combination, our public shareholders may be forced to wait until October 26, 2026 (unless further

extended) before receiving liquidation distributions.

initially have 15 months from the closing of our initial public offering to consummate our initial business combination.

On October 22,

2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington

Trust National Association.

Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial business

combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000 for all

remaining public shares for each one-month extension.

have no obligation to return funds to investors prior to such date unless we consummate a business combination prior thereto and only

then in cases where investors have sought to convert their shares.

Only after the expiration of this full time period (unless further

extended) will public shareholders be entitled to liquidation distributions if we are unable to complete a business combination.

investors’ funds may be unavailable to them until after such date and to liquidate your investment, you may be forced to sell your

securities potentially at a loss.

On February 2, 2026, we entered

into a Business Combination Agreement (the “BCA”) with DTSQ Purchaser Inc., a Delaware corporation and our wholly owned subsidiary

(“Purchaser”), DTSQ Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and

PrimeGen US, Inc., a Delaware corporation (the “Target”).

Pursuant to the BCA, subject to the terms and conditions set forth

therein, at the closing of the transactions contemplated by the BCA (the “Closing”), (i) we shall merge with and into the

Purchaser (the “Redomestication Merger”), with Purchaser surviving the Redomestication Merger;

and (ii) at least one business

day subsequent to the consummation of the Redomestication Merger, Merger Sub shall merge with and into the Company (the “Acquisition

Merger” and together with the Redomestication Merger, the “Mergers”), with the Target surviving the Acquisition Merger

(the “Surviving Corporation”).

As of the date of issuance of these financial statements, the business combination contemplated

by the BCA has not been consummated.

Pursuant to the BCA, (a) at

the effective time of Redomestication Merger (the “Redomestication Merger Effective Time”), (i) all the issued and outstanding

units of DT Cloud Star (the “Parent Units”) immediately prior to the Redomestication Merger Effective Time will separate

into their individual components of the ordinary share of DT Cloud Star (the “Parent Ordinary Share”) and the rights of DT

Cloud Star (the “Parent Rights”) and will cease separate existence and trading, and (ii) each issued and outstanding Parent

Right immediately prior to the Redomestication Merger Effective Time shall be converted into one right of the Purchaser to receive one-ninth

(1/9) of one share of Class A common stock of the Purchaser (the “Purchaser Class A Common Stock”);

(b) at the Redomestication

Merger Effective Time, each issued and outstanding Parent Ordinary Share, other than certain excluded shares and dissenting shares, immediately

prior to the Redomestication Merger Effective Time shall be converted automatically into one share of Purchaser Class A Common Stock;

and (c) at the Redomestication Merger Effective Time, Purchaser shall issue warrants to purchase a total of an additional 1,931,900 shares

of Purchaser Class A Common Stock (the “Non-Redemption Warrants”) to (x) those DT Cloud Star public shareholders which, as

of a time immediately prior to the Redomestication Merger Effective Time, have not tendered their Parent Ordinary Shares in the redemption

and (y) all other holders of Parent Ordinary Shares immediately prior to the Redomestication Merger (including, without limitation, the

sponsor, other insiders and holders of other Parent Ordinary Shares that are not public Parent Ordinary Shares) (each, an “Eligible

Warrant Recipient”).

At the effective time of the

Acquisition Merger (the “Acquisition Merger Effective Time”), Purchaser will issue to Company stockholders an aggregate number

of Purchaser Class A Common Stock valued at the “Purchase Price,” calculated as (a) $1,489,800,000 less (b)

adjustments for outstanding Company warrants (the “Company Warrant”) and Company stock options (the “Company Stock

Option”) based on the redemption price less applicable exercise prices.

Each share of Purchaser common

stock (the “Purchaser Common Stock”) is valued at the redemption price.

Each Company stockholder will receive its pro rata

share of this “Merger Consideration,” with holders of Company Class A Common Stock (the “Company Class A Common Stock”)

receiving Purchaser Class A Common Stock and holders of Company Class B common stock (the “Company Class B Common Stock”)

receiving Purchaser Class B common stock (the “Purchaser Class B Common Stock”).

order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their

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shares the right to have their shares redeemed or repurchased in connection with our initial business combination or to redeem 100% of

our public shares if we do not complete our initial business combination within 15 months from the closing of our initial public offering

or (b) with respect to any other provision relating to the rights of holders of our public shares.

our public shares if we do not complete our initial business combination by October 26, 2026 (unless further extended) or (b) with respect

to any other provision relating to the rights of holders of our public shares.

requirement that we complete an initial business combination within a specific period of time may give potential target businesses leverage

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combination on terms that would produce value for our shareholders.

have 15 months from the consummation of our initial public offering to complete an initial business combination.

Any potential target

business with which we enter into negotiations concerning a business combination will be aware of this requirement.

initially have 15 months from the closing of our initial public offering to consummate our initial business combination.

On October 22,

2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington

Trust National Association.

Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial business

combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000 for all

remaining public shares for each one-month extension.

Any potential target business with which we enter into negotiations concerning

a business combination will be aware of the requirement of completion by October 26, 2026 (unless further extended).

Consequently, such

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Infinity-Star

Holdings Limited, a British Virgin Islands company, and Jin Xin, a PRC resident, hold 20% and 80%, respectively, of the outstanding shares

of our sponsor.

Holdings Limited, a British Virgin Islands company, and Jin Xin, a PRC resident, hold 20% and 80%, respectively, of the outstanding

shares of our sponsor.

Our sponsor currently owns approximately 52.9% of our issued and outstanding ordinary shares.

Certain companies requiring

federally issued licenses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit

foreign ownership.

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

Therefore, because we may be considered a “foreign person” under such rules and regulations, we could be subject

to foreign ownership restrictions and/or CFIUS review if our proposed business combination is with a U.S.

target company engaged in a

regulated industry or which may affect national security.

The jurisdictional 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.

companies requiring federally issued licenses in the United States, such as broadcasters and airlines, may be subject to rules or

regulations that limit foreign ownership.

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.

Therefore, because we may be considered a “foreign person” under such rules and

regulations, we could be subject to foreign ownership restrictions and/or CFIUS review if our proposed business combination is with

target company engaged in a regulated industry or which may affect national security.

The jurisdictional 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.

Therefore, if our potential initial business

combination with a U.S.

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

combination with such target company.

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.

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 were we to proceed without

first obtaining CFIUS clearance.

The foreign ownership limitations, and the potential impact of a CFIUS review, 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 that

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.

Therefore, if our potential initial business combination with a U.S.

target company falls within the scope of

foreign ownership restrictions, we may be unable to consummate a business combination with such target company.

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 were we to proceed without first obtaining CFIUS clearance.

The foreign ownership limitations, and the potential impact of a CFIUS review, 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 that do not have

similar foreign ownership issues.

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

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the target business, which could compel us to restructure or abandon a particular business combination.

we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction.

If the net proceeds of our initial public offering prove to be insufficient, either because of the size of the business combination,

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such event, we could also be subject to civil or criminal actions taken by governmental authorities.

we have not yet selected a particular industry or target business with which to complete a business combination, we are unable to currently

ascertain the merits or risks of the industry or business in which we may ultimately operate.

we intend to focus our search for target businesses on specific locations and industries as described in this Report, we are not limited

to those locations and may consummate a business combination with a company in any location or industry we choose.

Accordingly, there

is no current basis for you to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or

the target business which we may ultimately acquire.

To the extent we complete a business combination with a company in its development

stage, we may be affected by numerous risks inherent in the business operations of those entities.

If we complete a business combination

with an entity in an industry characterized by a high level of risk, we may be affected by the currently unascertainable risks of that

Although our management will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot

assure you that we will properly ascertain or assess all of the significant risk factors.

We also cannot assure you that an investment

in our units will not ultimately prove to be less favorable to investors in our initial public offering than a direct investment, if

an opportunity were available, in a target business.

target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the

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Accordingly, the prospects for our success may be:

dependent upon the performance of a single business, or

upon the development or market acceptance of a single or limited number of products, processes or services.

solely dependent upon the

performance of a single business, or

dependent upon the development

or market acceptance of a single or limited number of products, processes or services.

lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a

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In that case, public shareholders

may have to remain shareholders of our company and wait the full 15 months, in order to be able to receive a pro rata portion

of the trust account, or attempt to sell their shares in the open market prior to such time, in which case they may receive less than

a pro rata share of the trust account for their shares and suffer an entire loss on your investment.

may have to remain shareholders of our company and wait until October 26, 2026 (unless further extended), in order to be able to receive

a pro rata portion of the trust account, or attempt to sell their shares in the open market prior to such time, in which case

they may receive less than a pro rata share of the trust account for their shares and suffer an entire loss on your investment.

public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our

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of the business combination.

Accordingly, you may not be able to exercise your voting rights for 15 months.

Accordingly, our initial

shareholders will continue to exert control at least until the consummation of a business combination.

Accordingly, you may not be able to exercise your voting rights until the consummation of a business combination.

Accordingly, our initial shareholders will continue to exert control at least until the consummation of a business combination.

we must furnish our shareholders with financial statements of the target business prepared in accordance with U.S.

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directors, have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

to the letter agreement, our initial shareholders, officers and directors have agreed to vote the initial shares owned by them in favor

of our initial business combination.

The holders of the representative shares also have agreed, among other things, to vote their representative

shares in favor of any proposed business combination.

As a result, we would need only approximately 35.4% of our public shares to be

voted in favor of an initial business combination (assuming that all issued and outstanding shares are voted and that the initial shareholders

do not purchase any units or shares in the after-market) in order to have our initial business combination approved.

Our initial shareholders

currently own approximately 20.0% of our issued and outstanding ordinary shares.

Accordingly, if we seek shareholder approval of our

initial business combination, the agreement by our initial shareholders, officers and directors to vote in favor of our initial business

combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.

to the letter agreement, our initial shareholders, officers and directors have agreed to vote the initial shares owned by them in

favor of our initial business combination.

The holders of the representative shares also have agreed, among other things, to vote

their representative shares in favor of any proposed business combination.

As a result, if we sought shareholder approval of a

proposed transaction, we would not require any additional votes from public shareholders in favor of the transaction in order to

have such transaction approved (assuming that all issued and outstanding shares are voted and that the insiders do not purchase any

units or shares in the after-market).

will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

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to affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business

combination within 15 months of the closing of our initial public offering.

In no other circumstances will a shareholder have any right

or interest of any kind to the funds in the trust account.

Holders of rights will not have any right to the proceeds held in the trust

account with respect to the rights.

Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially

combination by October 26, 2026 (unless further extended).

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

any kind to the funds in the trust account.

Holders of rights will not have any right to the proceeds held in the trust account with

respect to the rights.

Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.

may be limited to the funds held outside of the trust account to fund our search for target businesses, to pay our tax obligations and

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The funds available to us outside of the trust account may not be sufficient to allow us to structure, negotiate or close our

initial business combination, pay our expenses, or to operate for at least the next 15 months, assuming that our initial business combination

is not consummated during that time.

Of the funds available to us, we could use a portion of the funds available to us to pay fees to

consultants to assist us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund

a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around

for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business

combination, although we do not have any current intention to do so.

If we are unable to fund such down payments or “no shop”

provisions, our ability to close a contemplated transaction could be impaired.

Furthermore, if we entered into a letter of intent where

we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as

a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect

to, a target business.

In such event, we would need to borrow funds from our insiders, officers, or directors to operate or may be forced

to liquidate.

initial business combination, pay our expenses, or to operate for at least until October 26, 2026 (unless further extended), assuming

that our initial business combination is not consummated during that time.

Of the funds available to us, we could use a portion of the

funds available to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion of the

funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses

from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect

to a particular proposed business combination, although we do not have any current intention to do so.

If we are unable to fund such

down payments or “no shop” provisions, our ability to close a contemplated transaction could be impaired.

Furthermore, if

we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required

to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for,

or conduct due diligence with respect to, a target business.

In such event, we would need to borrow funds from our insiders, officers,

or directors to operate or may be forced to liquidate.

Our insiders, officers and directors are under no obligation to loan us any funds.

If we are unable to obtain the funds

necessary, we may be forced to cease searching for a target business and may be unable to complete our initial business combination.

If we are unable to complete our initial business combination, our public shareholders may only receive a pro rata portion of the amount

then in the trust account (which may be less than $10.00 per share) on our redemption.

If we are unable to obtain the funds necessary, we may be forced to cease searching for a target business and may be unable to complete

our initial business combination.

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

a pro rata portion of the amount then in the trust account (which may be less than $10.00 per share) on our redemption.

to our consummation of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment

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note will result in the issuance of 30,000 private units that will result in the issuance of up to an additional 33,333 ordinary shares.

On October 28, 2024, we issued an unsecured promissory note to the sponsor, pursuant to which we may borrow up to an aggregate principal

October 28, 2024, we issued an unsecured promissory note to the sponsor, pursuant to which we may borrow up to an aggregate principal

amount of $300,000 (the “Working Capital Loan Note”).

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units at a price of $10.00 per unit.

As of December 31, 2024, the principal amount due and owing under the Working Capital Loan Note

In addition, the potential for the issuance of a substantial number of additional shares upon conversion of the rights

could make us a less attractive acquisition vehicle in the eyes of a target business.

Such securities, when converted, will increase

the number of issued and outstanding ordinary shares and reduce the value of the shares issued to complete the business combination.

Accordingly, our rights may make it more difficult to effectuate a business combination or increase the cost of acquiring the target

Additionally, the sale, or even the possibility of sale, of the shares underlying the rights could have an adverse effect on

the market price for our securities or on our ability to obtain future financing.

If to the extent these rights are converted, you may

experience dilution to your holdings.

On July 29, 2025, we entered into a Letter Agreement to the Working Capital Loan Note (the “Letter

Agreement”) with the sponsor, pursuant to which we and the sponsor agreed to terminate the Working Capital Loan Note and confirmed

that the outstanding amount that we borrowed under the Promissory Note was $nil.

October 22, 2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with

Wilmington Trust National Association.

Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial

business combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000

for all remaining public shares for each one-month extension.

On October 23, 2025, we issued an unsecured promissory note in the aggregate

principal amount of $75,000 (the “Note”) to the sponsor, in exchange for its depositing such amount into the our trust account

in order to extend the amount of time we have available to complete the business combination.

The Note does not bear interest and matures

upon the closing of our business combination.

In addition, the Note may be converted by the holder into units identical to the units

issued in our initial public offering at a price of $10.00 per unit.

addition, the potential for the issuance of a substantial number of additional shares upon conversion of the rights could make us a less

attractive acquisition vehicle in the eyes of a target business.

Such securities, when converted, will increase the number of issued

and outstanding ordinary shares and reduce the value of the shares issued to complete the business combination.

Accordingly, our rights

may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

Additionally,

the sale, or even the possibility of sale, of the shares underlying the rights could have an adverse effect on the market price for our

securities or on our ability to obtain future financing.

If to the extent these rights are converted, you may experience dilution to

your holdings.

our shareholders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price

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The issuance of additional ordinary shares or preferred shares:

significantly reduce the equity interest of investors in our initial public offering;

subordinate the rights of holders of ordinary shares if we issue preferred shares with rights senior to those afforded to our ordinary

cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability

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

have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person

seeking to obtain control of us;

adversely affect prevailing market prices for our ordinary shares.

may significantly reduce

the equity interest of investors in our initial public offering;

may subordinate the rights

of holders of ordinary shares if we issue preferred shares with rights senior to those afforded to our ordinary shares;

may cause a change in control

if a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating

loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of

delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control

may adversely affect prevailing

market prices for our ordinary shares.

if we issue debt securities, it could result in:

and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;

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

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

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

inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such

financing while the debt security is outstanding.

inability to pay dividends on our ordinary shares;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution

of our strategy and other purposes;

disadvantages compared to our competitors who have less debt.

default and foreclosure

on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;

acceleration of our obligations

to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require

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

our immediate payment of

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

our inability to obtain

necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the

debt security is outstanding.

our inability to pay dividends

on our ordinary shares;

using a substantial portion

of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares

if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility

in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability

to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability

to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy

and other purposes;

other disadvantages compared

to our competitors who have less debt.

of rights will not have redemption rights if we are unable to complete an initial business combination within the required time period.

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Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity with respect to our securities;

determination that our ordinary shares are “penny stock” which will require brokers trading in our ordinary shares to

adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our

ordinary shares;

limited amount of news and analyst coverage for our company;

decreased ability to issue additional securities or obtain additional financing in the future.

a limited availability

of market quotations for our securities;

reduced liquidity with

respect to our securities;

a determination that our

ordinary shares are “penny stock” which will require brokers trading in our ordinary shares to adhere to more stringent

rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our ordinary shares;

a limited amount of news

and analyst coverage for our company;

a decreased ability to

issue additional securities or obtain additional financing in the future.

performance by our management team and our sponsor may not be indicative of future performance of an investment in us.

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initially have 15 months from the consummation of our initial public offering to consummate the initial business combination.

not complete a business combination within 15 months from the consummation of our initial public offering, we will trigger an automatic

winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

a result, this has the same effect as if we had formally gone through a voluntary liquidation procedure under the Companies Act (As Revised)

of the Cayman Islands.

Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution

and liquidation.

However, we may extend the period of time to consummate a business.

If we are unable to consummate our initial business

combination within the 15-month period (unless further extended), we will, as promptly as possible but not more than ten business days

thereafter, redeem 100% of our 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 necessary to pay taxes, 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.

22, 2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington

Trust National Association.

Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial business

combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000 for all

remaining public shares for each one-month extension.

If we do not complete a business combination by October 26, 2026 (unless further

extended), we will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum

and articles of association.

As a result, this has the same effect as if we had formally gone through a voluntary liquidation procedure

under the Companies Act (As Revised) of the Cayman Islands.

Accordingly, no vote would be required from our shareholders to commence

such a voluntary winding up, dissolution and liquidation.

If we are unable to consummate our initial business combination by October

26, 2026 (unless further extended), we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our

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 necessary to pay taxes, 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 dissolution and liquidation, our warrants and rights will expire and will be worthless.

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substantial portion of their assets are located outside of the United States.

Bian Fan, our chairman and chief executive officer,

is a PRC passport holder;

Sam Zheng Sun, our chairman and chief executive officer,

is a USA passport holder;

Kenneth Lam, our chief financial officer and director, is a United Kingdom passport holder;

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Chi Zhang, our independent director, is a PRC passport holder;

Zhou, our director, is a PRC passport holder.

a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce

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have been advised by our Cayman Islands legal counsel that there is uncertainty as to whether the courts of the Cayman Islands would:

or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S.

recognize or enforce against

us judgments of courts of the United States based on certain civil liability provisions of U.S.

securities laws;

original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws

of the United States or any state in the United States.

entertain original actions

brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United

States or any state in the United States.

is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands

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upon, provided such judgment:

given by a foreign court of competent jurisdiction;

on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

not in respect of taxes, a fine or a penalty;

not obtained by fraud;

not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

is given by a foreign court

of competent jurisdiction;

imposes on the judgment

debtor a liability to pay a liquidated sum for which the judgment has been given;

is not in respect of taxes,

a fine or a penalty;

was not obtained by fraud;

is not of a kind the enforcement

of which is contrary to natural justice or the public policy of the Cayman Islands.

to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of

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rules which would, for example, completely restrict the transferability of our securities, restrict the use of interest earned on the

funds held in the trust account and require us to complete a business combination within 15 months from the closing of our initial public

Because we are not subject to Rule 419, our units will be immediately tradable, we will be entitled to withdraw amounts from

the funds held in the trust account prior to the completion of a business combination and we may have more time to complete an initial

business combination.

funds held in the trust account and require us to complete a business combination by October 26, 2026 (unless further extended).

we are not subject to Rule 419, our units will be immediately tradable, we will be entitled to withdraw amounts from the funds held in

the trust account prior to the completion of a business combination and we may have more time to complete an initial business combination.

are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth

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considerations or risks associated with companies operating in the target business’ governing jurisdiction, including any of the

and regulations or currency redemption or corporate withholding taxes on individuals;

and trade barriers;

related to customs and import/export matters;

payment cycles than in the United States;

policies and market conditions;

changes in regulatory requirements;

in managing and staffing international operations;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations;

in collecting accounts receivable;

and language differences;

of intellectual property;

deterioration

of political relations with the United States.

rules and regulations or

currency redemption or corporate withholding taxes on individuals;

tariffs and trade barriers;

regulations related to

customs and import/export matters;

longer payment cycles than

in the United States;

economic policies and market

unexpected changes in regulatory

requirements;

challenges in managing

and staffing international operations;

tax issues, such as tax

law changes and variations in tax laws as compared to the United States;

currency fluctuations;

challenges in collecting

accounts receivable;

cultural and language differences;

protection of intellectual

employment regulations;

deterioration of political

relations with the United States.

cannot assure you that we would be able to adequately address these additional risks.

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As of the date of this Report, Mr.

Bian Fan, our chairman and chief executive

Jiayi Liang, our chief operating officer, as well as Mr.

Sam Zheng Sun, our chairman and

chief executive officer is located in the United States;

Jiayi Liang, our chief operating officer, Mr.

Shaoke Li, Ms.

Longjiao Li, and Mr.

Chi Zhang, our independent

directors, are located in the PRC;

Kenneth Lam, our chief financial officer and director, is located in the United Kingdom.

Chi Zhang, our

independent directors, as well as Mr.

Xunyong Zhou, our director, are located in the PRC;

Kenneth Lam, our chief financial

officer and director, is located in the United Kingdom.

a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce

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they would have broad discretion in dealing with such a violation, including, without limitation:

our business and other licenses;

that we restructure our ownership or operations;

that we discontinue any portion or all of our business

levying fines;

revoking our business and

other licenses;

requiring that we restructure

our ownership or operations;

requiring that we discontinue

any portion or all of our business

of the above could have an adverse effect on our company post-business combination and could materially reduce the value of your investment.

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financial statements contained in the annual report on Form 10-K for the fiscal year ended December 31, 2025 have been audited by an

independent registered public accounting firm, UHY LLP, which is headquartered in New York, New York, and has not been identified as

a firm subject to the PCAOB’s determination.

UHY LLP is registered with the PCAOB and is subject to laws in the United States,

pursuant to which the PCAOB conducts regular inspections to assess its compliance with applicable professional standards.

it is later determined that the PCAOB is unable to inspect or investigate completely our auditor for two consecutive years because of

a position taken by an authority in a foreign jurisdiction, Nasdaq would delist our securities, including our units, ordinary shares

independent registered public accounting firm, Elite CPA P.C., which is headquartered in New Jersey.

Elite CPA P.C.

is registered with

the PCAOB and is subject to laws in the United States, pursuant to which the PCAOB conducts regular inspections to assess its compliance

with applicable professional standards.

if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor for two consecutive years because

of a position taken by an authority in a foreign jurisdiction, Nasdaq would delist our securities, including our units, ordinary shares

and rights, and the SEC would prohibit them from being traded on a national securities exchange or in the over-the-counter trading market

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to you and us.

sponsor is predominantly controlled by a Macau national, and we may seek to acquire a company that is based in China in an initial business

sponsor is predominantly controlled by a PRC national, and we may seek to acquire a company that is based in China in an initial business

The uncertainties in the interpretation and enforcement of PRC laws, rules and regulations would apply to us if we were

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

What changed 10-K

Item 1A. Risk Factors