What changed in this filing

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Item 1A. Risk Factors

2026-03-06 compared with 2025-03-20 · 210 added, 184 removed, 2339 unchanged (14% of the section changed)

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Our public shareholders may not be afforded

an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate

in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support

such a combination.

an opportunity to vote on our proposed initial business combination (in the event that the proposed Business Combination with Ether Machine

is not consummated), and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete

our initial business combination even though a majority of our public shareholders do not support such a combination.

We may choose not to hold

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be passed, being the requisite shareholder approval for such initial business combination.

Our independent registered

public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue

as a “going concern”.

As of December 31, 2025, we

had $223,698 in our operating bank account and a working capital deficit of $3,396,701.

Further, we have incurred and expect to continue

to incur significant costs in pursuit of our financing and acquisition plans.

There can be no assurances that our plans to raise capital

or to consummate an initial business combination will be successful.

These factors, among others, raise substantial doubt about our ability

to continue as a going concern.

Your only opportunity to effect your investment

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value of shares held by non-redeeming shareholders will reflect our obligation to pay such deferred underwriting commissions.

The ability of our public shareholders to

redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it

difficult for us to enter into a business combination with a target.

We may seek to enter into

a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target

or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other

If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and,

as a result, would not be able to proceed with the business combination.

Consequently, if accepting all properly submitted redemption

requests would not allow us to satisfy a closing condition as described above, we would not proceed with such redemption and the related

business combination and may instead search for an alternate business combination.

Prospective targets will be aware of these risks and,

thus, may be reluctant to enter into a business combination transaction with us.

In the event that the proposed Business

Combination with Ether Machine is not consummated, the ability of our public shareholders to redeem their shares for cash may make our

financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business

combination with another target.

In the event that the proposed

Business Combination with Ether Machine is not consummated, we may seek to enter into a business combination transaction agreement with

a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital

or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

If too many public shareholders exercise

their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business

Consequently, if accepting all properly submitted redemption requests would not allow us to satisfy a closing condition as

described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate

business combination.

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

transaction with us.

The ability of our public shareholders to

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are able to sell your shares in the open market.

The requirement that we complete our initial

business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination

and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach

our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value

for our shareholders.

In the event that the proposed Business

Combination with Ether Machine is not consummated, the requirement that we complete our initial business combination within the completion

window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which

to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could

undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

Any potential target business

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business combination within the completion window, in which case we would redeem our public shares.

We may not be able to find

a suitable target business and complete our initial business combination within the completion window.

Our ability to complete our initial

business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other

risks described herein.

If we have not completed our initial business combination within such time period, we will (i) cease all

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

thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal

to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which

interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) and not previously released to us pursuant

to permitted withdrawals, divided by the number of then-outstanding public shares, which redemption will completely extinguish public

shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable

law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders

and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims

of creditors and the requirements of other applicable law.

In such case, our public shareholders may only receive $10.025 per share, or

possibly less, and our warrants will expire without value to the holder.

In certain circumstances, our public shareholders may receive

less than $10.025 per share on the redemption of their shares.

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

proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.025

per share ” and other risk factors described in this “ Risk Factors ” section.

We may not be able to complete our initial business combination, including the proposed Business Combination with

Ether Machine, within the completion window.

Our ability to complete our initial business combination may be negatively impacted by

general market conditions, volatility in the capital and debt markets and the other risks described herein.

If we have not completed

our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully

available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes

payable and up to $100,000 of interest to pay dissolution expenses) and not previously released to us pursuant to permitted

withdrawals, divided by the number of then-outstanding public shares, which redemption will completely extinguish public

shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to

applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our

remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman

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

In such case, our public shareholders

may only receive $10.025 per share, or possibly less, and our warrants will expire without value to the holder.

circumstances, our public shareholders may receive less than $10.025 per share on the redemption of their shares.

“— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

per-share redemption amount received by shareholders may be less than $10.025 per share ” and other risk factors described

in this “ Risk Factors ” section.

The consummation of the proposed Business

Combination with Ether Machine is subject to a number of conditions and if those conditions are not satisfied or waived, the Business

Combination Agreement may be terminated in accordance with its terms and the proposed transactions may not be completed.

The Business Combination

Agreement is subject to a number of conditions which must be fulfilled in order to complete the proposed Business Combination.

conditions include, among other things:

approval of certain matters by our shareholders;

the consummation of the proposed transactions

not being prohibited by applicable law;

effectiveness of the proxy statement/prospectus relating to the proposed Business Combination;

the shares to be issued in the proposed Business Combination having been approved for listing on Nasdaq or any other national securities

and the funding of certain private placement investments.

These conditions may not be fulfilled in a timely manner or at all,

and, accordingly, the Business Combination may not be completed.

In addition, we and the Seller can mutually decide to terminate the

Business Combination Agreement at any time, before or after the approval of our shareholders.

For additional information regarding the

Business Combination Agreement and the transactions contemplated therein, see the Current Reports on Form 8-K as filed with

the SEC by the Company on July 25, 2025, August 4, 2025, August 6, 2025, September 2, 2025 and September 9, 2025.

We may decide not to extend the term we

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holder meeting to approve the business combination transaction, the following material items:

o the amount of our securities purchased outside of the redemption

○ the amount of our securities purchased outside of the redemption

offer by our sponsor, initial shareholders, directors, officers, advisors and their affiliates, along with the purchase price;

o the purpose of the purchases by our sponsor, initial shareholders,

○ the purpose of the purchases by our sponsor, initial shareholders,

directors, officers, advisors and their affiliates;

o the impact, if any, of the purchases by our sponsor, initial

○ the impact, if any, of the purchases by our sponsor, initial

shareholders, directors, officers, advisors and their affiliates on the likelihood that the business combination transaction will be

o the identities of our security holders who sold to our sponsor,

○ the identities of our security holders who sold to our sponsor,

initial shareholders, directors, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security

holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers, advisors and their affiliates;

o the number of our securities for which we have received redemption

○ the number of our securities for which we have received redemption

requests pursuant to our redemption offer.

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or liquidation of the Company as compared to what they would have received had the investments not been so liquidated.

In addition, we may still

be deemed to be an investment company.

The longer that the funds in the trust account are held in short-term U.S.

government treasury

obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be an unregistered

investment company, in which case we may be required to liquidate.

If our facts and circumstances change over time, we will update our

disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company.

As disclosed above, we may determine, in our discretion, to liquidate the securities held in the trust account at any time and instead

hold all funds in the trust account in an interest bearing demand deposit account or as cash or cash items at a bank, which could further

reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company as compared to what they

would have received had the investments not been so liquidated.

Were we to liquidate the Company, our warrants would expire worthless,

and our securityholders would lose the investment opportunity associated with an investment in the target company with which we could

have consummated an initial business combination.

In addition, upon moving the funds from the trust account to a deposit account, we will

maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the FDIC.

intend to place our deposits in high-quality banks, only a small portion of the funds in our trust account will be guaranteed by the FDIC.

In addition, we may

still be deemed to be an investment company.

The longer that the funds in the trust account are held in short-term

government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk

that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate.

If our facts and

circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered

to be operating as an unregistered investment company.

As disclosed above, we may determine, in our discretion, to liquidate between

the securities held in the trust account at any time and instead hold all funds in the trust account in an interest bearing demand

deposit account or as cash or cash items at a bank, which could further reduce the dollar amount our public shareholders would

receive upon any redemption or liquidation of the Company as compared to what they would have received had the investments not been

so liquidated.

Were we to liquidate the Company, our warrants would expire worthless, and our securityholders would lose the

investment opportunity associated with an investment in the target company with which we could have consummated an initial business

In addition, upon moving the funds from the trust account to a deposit account, we will maintain the cash items in bank

accounts which, at times, may exceed federally insured limits as guaranteed by the FDIC.

While we intend to place our deposits

in high-quality banks, only a small portion of the funds in our trust account will be guaranteed by the FDIC.

Our search for a business combination, and

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and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected

by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in

the Middle East and Southwest Asia.

United States and global

markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict

and the recent escalation of conflict in the Middle East and Southwest Asia.

In response to the ongoing Russia-Ukraine conflict, the North

Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the

United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus

and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank

Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue

to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest

Asia, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of conflict in

the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,

the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that

could have a lasting impact on regional and global economies.

by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict, the recent escalation of conflict in

the Middle East and Southwest Asia and the potential for an extended regional war in the Middle East.

United States and

global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing

Russia-Ukraine conflict and the recent escalation of conflict in the Middle East and Southwest Asia.

In response to the ongoing

Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern

Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and

restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial

institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries,

including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to

Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among a number of

The invasion of Ukraine by Russia and the escalation of conflict in the Middle East, including the recent conflict between

Iran and Israel and the United States’ military actions against Iran, and Southwest Asia and the resulting measures that have been

taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its

neighboring states and other countries have created global security concerns that could result in an extended regional war or have a

lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable,

they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply

chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect

the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as

supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could

adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned

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20 business days of the closing of an initial business combination.

Because we are neither limited to evaluating

a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business

combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

Our efforts to identify a

prospective initial business combination target are not limited to a particular industry, sector or geographic region.

While we may pursue

an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to

identify and acquire a business or businesses that can benefit from our management team’s established global relationships and operating

Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully

in a number of sectors.

Our amended and restated memorandum and articles of association prohibits us from effectuating a business combination

solely with another blank check company or similar company with nominal operations.

Because we have not yet selected

any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any

particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which

For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings,

we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity.

In the event that the proposed Business

Combination with Ether Machine is not consummated, we will not be limited to evaluating a target business in a particular industry sector,

and you will be unable to ascertain the merits or risks of any particular target business’s operations.

In the event that the proposed

Business Combination with Ether Machine is not consummated, our efforts to identify a prospective initial business combination target

will not be not limited to a particular industry, sector or geographic region.

While we may pursue an initial business combination opportunity

in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses

that can benefit from our management team’s established global relationships and operating experience.

Our management team has extensive

experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors.

and restated memorandum and articles of association prohibits us from effectuating a business combination solely with another blank check

company or similar company with nominal operations.

In the event that the proposed

Business Combination with Ether Machine is not consummated, there may be no basis to evaluate the possible merits or risks of any particular

target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we complete

our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine.

example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be

affected by the risks inherent in the business and operations of a financially unstable or a development stage entity.

In recent years,

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our shareholders that would not otherwise be incurred in a traditional initial public offering, including but not limited to:

● significant dilution of the equity interest of investors,

which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A

ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

● subordination of the rights of holders of Class A ordinary

shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

● additional costs involved in registering the resale of the

securities being sold in any PIPE transactions and potential additional downward pressure on our share price due to the ability of investors

in such PIPE transactions being able to sell their securities after registration;

● potential change in control if a substantial number of Class A

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;

● potential delaying or preventing of a change of control of

us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

● adverse impact on prevailing market prices for our units,

Class A ordinary shares and/or warrants.

● significant dilution of the equity interest of investors, which dilution would increase if the anti-dilution

provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis

upon conversion of the Class B ordinary shares;

● subordination of the rights of holders of Class A ordinary shares if preference shares are issued

with rights senior to those afforded our Class A ordinary shares;

● additional costs involved in registering the resale of the securities being sold in any PIPE transactions

and potential additional downward pressure on our share price due to the ability of investors in such PIPE transactions being able to

sell their securities after registration;

● potential change in control if a substantial number of Class A 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;

● potential delaying or preventing of a change of control of us by diluting the share ownership or voting

rights of a person seeking to obtain control of us;

● adverse impact on prevailing market prices for our units, Class A ordinary shares and/or warrants.

In addition, issuances of

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governance requirements, including the requirements that:

● we have a board that includes a majority of “independent

directors,” as defined under the rules of Nasdaq;

● we have a compensation committee of our board that is comprised

entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

● we have a board that includes a majority of “independent directors,” as defined under the

rules of Nasdaq;

● we have a compensation committee of our board that is comprised entirely of independent directors with

a written charter addressing the committee’s purpose and responsibilities.

We currently do not rely on

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The incurrence of debt could have a variety of negative effects,

● default and foreclosure on our assets if our operating revenues

after an initial 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;

● using a substantial portion of our cash flow to pay principal

and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate

● 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 and other disadvantages

compared to our competitors who have less debt.

● default and foreclosure on our assets if our operating revenues after an initial 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

● 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;

● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce

the funds available for 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 and other disadvantages compared to our competitors who have less

We may only be able to complete one business

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Accordingly, the prospects for our success may be:

● solely dependent upon the performance of a single business,

property or asset, or

● dependent 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, property or asset, or

● dependent upon the development or market acceptance of a single or limited number of products, processes

This lack of diversification

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or abandon a particular business combination.

We have not selected any specific

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

proceeds of our initial public offering and the sale of the private placement warrants.

As a result, if the cash portion of the purchase

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

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

We cannot assure you that such financing

will be available on acceptable terms, if at all.

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

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

and seek an alternative target business candidate.

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

of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction

businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund

the purchase of other companies.

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

their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants

will expire worthless.

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

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

The failure to secure additional financing could have a material

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

None of our officers, directors or shareholders is required

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

In the event that the proposed

Business Combination with Ether Machine is not consummated, we intend to target businesses with enterprise values greater than we could

acquire with the net proceeds of our initial public offering and the sale of the private placement warrants.

As a result, if the cash

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

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

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

To the extent that additional financing proves to be

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

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

Further, we may be required to obtain additional

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

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

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

If we are unable to complete our initial business combination,

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

to public shareholders, and our warrants will expire worthless.

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

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

The failure to secure

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

None of our officers,

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

Our sponsor will control the appointment

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international setting, including any of the following:

● costs and difficulties inherent in executing cross-border

transactions, managing cross-border business operations and complying with different commercial and legal requirements of overseas market;

● costs and difficulties inherent in executing cross-border transactions, managing cross-border business

operations and complying with different commercial and legal requirements of overseas market;

● rules and regulations regarding currency redemption;

● complex corporate withholding taxes on individuals;

● laws governing the manner in which future business combinations

may be effected;

● laws governing the manner in which future business combinations may be effected;

● exchange listing and/or delisting requirements;

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● longer payment cycles;

● tax issues, such as tax law changes and variations in tax

laws as compared to the United States;

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

● currency fluctuations and exchange controls;

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● regime changes and political upheaval;

● terrorist attacks, natural disasters, widespread health emergencies

● terrorist attacks, natural disasters, widespread health emergencies and wars;

● deterioration of political relations with the United States.

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● reduced liquidity for our securities;

● a determination that our Class A ordinary shares are

a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules

and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

● a determination that our Class A ordinary shares are a “penny stock” which will require

brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading

activity in the secondary trading market for our securities;

● a limited amount of news and analyst coverage;

● a decreased ability to issue additional securities or obtain

additional financing in the future.

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

The National Securities Markets

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dispute in other jurisdictions, which could have adverse effect on our business and financial performance.

An investment in our securities, and certain subsequent transactions

with respect to our securities, may result in uncertain or adverse U.S.

An investment in our securities, and certain

subsequent transactions with respect to our securities, may result in uncertain or adverse U.S.

federal income tax consequences.

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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