What changed in this filing

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Item 1. Business

2025-12-15 compared with 2024-12-26 · 396 added, 632 removed, 22 unchanged (98% of the section changed)

Business Overview.

We are a blank check exempted company incorporated in the Cayman Islands

on June 13, 2023, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization,

reorganization or similar business combination with one or more businesses or entities.

Our efforts to identify a prospective target business

will not be limited to a particular industry or geographic location but will initially focus on Asia.

We intend to utilize cash derived

from the proceeds of our initial public offering (the “IPO”), our securities, debt or a combination of cash, securities 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

On July 3, 2024, we consummated

our IPO of 5,000,000 units (“Units”).

Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class

A Ordinary Share”), and one right (the “Rights”) to receive one-fifth of one Class A Ordinary Share upon the completion

of the initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $50,000,000.

On July 3, 2024, substantially concurrently with the closing of the IPO, we completed the private sale (the “Private Placement”)

of 216,750 units (the “Initial Private Units”) to our sponsor, Hercules Capital Management Corp (the “Sponsor”),

at a purchase price of $10.00 per Initial Private Unit, generating gross proceeds to us of $2,167,500.

In connection with the offering

of the Units and the sale of Initial Private Units, the proceeds of $50,000,000 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).

On July 3, 2024, Maxim Group

LLC, the representative of the underwriters of the IPO (the “Representative”) notified us of its exercise of the over-allotment

option in full to purchase additional 750,000 Units of the Company (the “Over-Allotment Option”).

On July 8, 2024, additional

750,000 Units were sold to the Representative at an offering price of $10.00 per unit (the “Option Units” and together with

the Units, collectively, the “Public Units”), generating gross proceeds of $7,500,000.

Simultaneously with the issuance and

sale of the Option Units, the Company completed a private placement sale of additional 11,250 units (the “Additional Private Units”

and together with the Initial Private Units, collectively, the “Private Units”) to the Sponsor at a purchase price of $10.00

per Additional Private Unit, generating gross proceeds of $112,500.

In connection with the IPO and the sale of the Option Units, the Company

issued a total of 230,000 Class A Ordinary Shares (the “Representative Shares”) to the Representative.

The proceeds of $57,500,000

from the IPO, the sale of the Option Units 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.

Our management has broad

discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust

Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination

and working capital.

Since our IPO, our sole

business activity has been identifying and evaluating suitable acquisition transaction candidates.

We presently have no revenue and have

had losses since inception from incurring formation and operating costs.

We have relied upon the sale of our securities and loans from

the Sponsor and other parties to fund our operations.

The Class A Ordinary Shares

and Rights are trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “EURK” and “EURKR,”

respectively.

are a blank check exempted company incorporated in the Cayman Islands on June 13, 2023, for the purpose of entering into a merger,

share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more

businesses or entities.

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

location but will initially focus on Asia.

We intend to utilize cash derived from the proceeds of our initial public offering (the “IPO”),

our securities, debt or a combination of cash, securities and debt, in effecting a business combination.

Public Offering and Private Placement

July 3, 2024, we consummated our IPO of 5,000,000 units (“Units”).

Each Unit consists of one Class A ordinary share, $0.0001

par value per share (the “Class A Ordinary Share”), and one right (the “Rights”) to receive one-fifth of one

Class A Ordinary Share upon the completion of the initial business combination.

The Units were sold at an offering price of $10.00 per

Unit, generating total gross proceeds of $50,000,000.

On July 3, 2024, substantially concurrently with the closing of the IPO, we completed

the private sale (the “Private Placement”) of 216,750 units (the “Initial Private Units”) to our sponsor, Hercules

Capital Management Corp (the “Sponsor”), at a purchase price of $10.00 per Initial Private Unit, generating gross proceeds

to us of $2,167,500.

In connection with the offering of the Units and the sale of Initial Private Units, the proceeds of $50,000,000

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).

July 3, 2024, Maxim Group LLC, the representative of the underwriters of the IPO (the “Representative”) notified us of its

exercise of the over-allotment option in full to purchase additional 750,000 Units of the Company (the “Over-Allotment Option”).

On July 8, 2024, additional 750,000 Units were sold to the Representative at an offering price of $10.00 per unit (the “Option

Units” and together with the Units, collectively, the “Public Units”), generating gross proceeds of $7,500,000.

Simultaneously

with the issuance and sale of the Option Units, the Company completed a private placement sale of additional 11,250 units (the “Additional

Private Units” and together with the Initial Private Units, collectively, the “Private Units”) to the Sponsor at a

purchase price of $10.00 per Additional Private Unit, generating gross proceeds of $112,500.

connection with the IPO and the sale of the Option Units, the Company issued a total of 230,000 Class A Ordinary Shares (the “Representative

Shares”) to the Representative.

proceeds of $57,500,000 from the IPO, the sale of the Option Units 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.

management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are

held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating

a business combination and working capital.

our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.

We presently have

no revenue and have had losses since inception from incurring formation and operating costs.

We have relied upon the sale of our securities

and loans from the Sponsor and other parties to fund our operations.

Class A Ordinary Shares and Rights are trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “EURK”

and “EURKR,” respectively.

Public Units not separated will continue to trade on Nasdaq under the symbol “EURKU”.

Holders of Public Units

will need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, in order to

separate the holders’ Public Units into Class A Ordinary Shares and Rights.

Competitive Advantages

We seek to create compelling

shareholder value through the extensive experience and demonstrated success of our management team (in particular, our Chief Executive

Officer and Chairman) in investing in, operating and transforming businesses, with a particular combination of competitive advantages

● Leadership of an Experienced Management Team and Board

Our management team is led

by our Chief Executive Officer and Chairman of our Board of Directors, Dr.

Fen Zhang, our Chief Financial Officer, Mr.

Zhechen Wang,

and our Independent Directors, Dr.

Anthony Wong, Ms.

Lauren Simmons and Mr.

Kevin McKenzie.

Our management team has an extensive

track record of creating value for shareholders by acquiring strong businesses at disciplined valuations, investing in growth while fostering

financial discipline and ultimately improving financial results.

Our team consists of experienced investment banking, financial services

and capital market professionals and senior operating executives of companies in multiple jurisdictions.

We believe we will benefit from

their accomplishments, and specifically their current activities in the Asian market, in identifying attractive acquisition opportunities.

● Established Deal Sourcing Network

We believe our management

team’s strong track record will provide us with access to high quality companies.

In addition, we believe we, through our management

team, have contacts and sources from which to generate acquisition opportunities and possibly seek complementary follow-on business arrangements.

These contacts and sources include private equity and venture capital sponsors, family offices, executives of public and private companies,

merger and acquisition advisory firms, investment banks, capital markets desks, lenders and other financial intermediaries.

● Status as a Publicly Listed Acquisition Company

We believe our structure will

make us an attractive business combination partner to prospective target businesses.

As a publicly listed company, we will offer a target

business an alternative to the traditional initial public offering process.

We believe that some target businesses will favor this alternative,

which we believe is less expensive, while offering greater certainty of execution, than the traditional initial public offering process.

During an initial public offering, there are typically underwriting fees and marketing expenses, which would be costlier than a business

combination with us.

Furthermore, once a proposed business combination is approved by our shareholders (if applicable) and the transaction

is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s

ability to complete the offering, as well as general market conditions that could prevent the offering from occurring.

Once public, we

believe the target business would have greater access to capital and additional means of creating management incentives that are better

aligned with shareholders’ interests than it would as a private company.

It can offer further benefits by augmenting a company’s

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

With respect to the foregoing

examples and descriptions, past performance by our management team is not a guarantee either (i) of success with respect to any business

combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination.

Potential investors should not rely upon the historical record of our management as indicative of future performance.

Acquisition Strategies

We will seek to capitalize

on the strength of our management team.

Our team consists of experienced investment banking, financial services and capital market professionals

and senior operating executives of companies in multiple jurisdictions.

Collectively, our officers and directors have decades of experience

in mergers and acquisitions and operating companies.

We believe we will benefit from their accomplishments, and specifically, their current

activities, in identifying attractive acquisition opportunities.

However, there is no assurance that we will complete a business combination.

Our officers and directors have no prior experience consummating a business combination for a “blank check” company.

that we will add value to these businesses primarily by providing them with access to the U.S.

capital markets.

There is no restriction in

the geographic location of targets we can pursue, although we intend to initially prioritize Asia.

In particular, we intend to focus our

search for an initial business combination on private companies in Asia that have compelling economics and clear paths to positive operating

cash flow, significant assets, and successful management teams that are seeking access to the U.S.

public capital markets.

consummate a business combination with an entity located in China (including Hong Kong and Macau).

Acquisition Criteria

Our management team intends

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

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

In addition to the

factors listed above, we have identified the following general criteria and guidelines, which we believe are important 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 see justification to do so.

● Resilient Business Model.

to seek target companies that have a resilient business model.

Such companies are better positioned to adapt to changing market conditions

and consumer preferences, which could provide a competitive advantage.

● Industry Leadership with Sustainable Competitive Advantage.

expect to focus on companies that are or have the potential to become leaders in its 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 proposition.

● Revenue and Earnings Growth Potential.

will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination

of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions

resulting in increased operating leverage.

We expect such businesses to provide promising risk-adjusted return for our shareholders.

● Benefit from Being a Public Company.

intend to acquire a business or businesses with organic and inorganic growth potential that can benefit from being publicly traded and

effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.

This criteria does not intend

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 the Sponsor and management team may deem relevant.

In the event that we decide to enter into an 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 in our shareholder communications related to

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

file with the U.S.

Securities and Exchange Commission, or the SEC.

Holders of Public Units will need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer &

Trust Company, in order to separate the holders’ Public Units into Class A Ordinary Shares and Rights.

Business Combination with Marine Thinking

Combination Agreement

On October 29, 2025, EURK

entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”),

with Marine Thinking Inc.

(“Marine Thinking”), a company incorporated under the Canada Business Corporations Act (“CBCA”)

and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of EURK (the “Amalgamation Sub,”

together with EURK and Marine Thinking, the “Parties, “and each, a “Party”).

Marine Thinking is an autonomous

ship and fleet solution providing company.

BCA contemplates that the business combination among EURK, Marine Thinking and Amalgamation Sub will be completed through the following

series of transactions, (i) prior to the time when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective

Time”), EURK shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies

Act and, immediately upon such deregistration, the domestication to Canada under the CBCA (the “SPAC Continuance”).

the completion of the SPAC Continuance, the name of EURK shall be changed from “Eureka Acquisition Corp” to “Marine

Thinking Holdings Inc.” or such other name as the Parties may agree on;

and (ii) following the SPAC Continuance, and in accordance

with the applicable provisions of the BCA and in accordance with the CBCA, at the closing of the transactions contemplated by the BCA

(the “Closing”), Marine Thinking and the Amalgamation Sub shall amalgamate and continue as one company, being the Amalco

(“Amalco”), under the terms and conditions prescribed in the amalgamation agreement to be signed by Marine Thinking and Amalgamation

Sub and in accordance with section 181 of the CBCA (the “Amalgamation”).

Following the Amalgamation Effective Time, Amalco

will become a direct wholly owned subsidiary of EURK.

Continuance, the Amalgamation, and the other transactions contemplated by the BCA are hereinafter referred to as the “Business

Combination” or the “Transactions.” The closing of the Business Combination shall take place electronically by remote

exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than the fifth (5) Business Day, following

the satisfaction (or, to the extent permitted by applicable law or waiver) of the conditions set forth in the BCA (the “Closing

Date”) or at such other place, date and/or time as EURK and Marine Thinking may agree in writing.

Concurrently with the execution

of the BCA, the Sponsor, EURK and Marine Thinking have entered into a support agreement (the “Support Agreement”) pursuant

to which, among other things, the Sponsor agreed to (i) vote, or cause to be voted or consented at any meeting of the shareholders of

EURK, or in any action by written consent of the shareholders, all of its SPAC Shares (as defined in the BCA) which the Sponsor owns of

record or has the power to vote as of the record date for such meeting (the “Sponsor Shares”), (a) in favor of the approval

and adoption of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the

Business Combination, and (b) against the proposals in connection with other alternative business combinations other than the Business

Combination with Marine Thinking;

and (ii) not to transfer any Sponsor Shares until the Expiration Time (as defined in the Support Agreement).

Concurrent with the execution

and delivery of the BCA, Marine Thinking, EURK, the Amalgamation Sub and certain shareholders of Marine Thinking (the “Requisite

Shareholders”), have entered into a voting agreement (the “Voting Agreement”), pursuant to which the Requisite Shareholders

agreed to, among other things, (i) vote, or cause to be voted or consented at a meeting of the holders of the common shares in the capital

of Marine Thinking (“Target Shareholders”), or in any action by written consent of the shareholders, all common shares of

Marine Thinking which the Requisite Shareholders own of record or have the power to vote (including any successor shares of Company of

which ownership of record or the power to vote is hereafter acquired by the Requisite Shareholders prior to the termination of the Voting

Agreement) (the “Subject Shares”), (a) in favor of the approval and adoption of the BCA and the Transactions contemplated

thereby, and any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection

with other alternative business combinations other than the Business Combination with EURK;

and (ii) not to transfer any Subject Shares

until the Expiration Time (as defined in the Voting Agreement).

Rights Agreement

BCA contemplates that, at the Closing, EURK, the Sponsor, each of the Target Shareholders and certain other parties named therein will

enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to

which EURK will agree to register for resale, pursuant to applicable securities laws and regulations, with respect to the registrable

securities held by the Holders (as defined in the Registration Rights Agreement).

Lock-Up Agreements

The BCA contemplates that

at the Closing, each of the Sponsor and certain of the Target Shareholders will enter into a lock-up agreement (collectively, the “Lock-up

Agreements”), pursuant to which (i) the Sponsor agrees on certain restrictions on transfer of SPAC Class B Shares (as defined in

the BCA) held by the Sponsor immediately prior to the Closing;

and (ii) certain of the Target Shareholders agree on certain restrictions

on transfer of SPAC Shares (as defined in the BCA) held by them immediately after the Closing, including any shares issuable upon the

exercise of any rights, options, warrants or other securities to purchase any SPAC Shares held by them immediately after the Closing,

or any rights, options, warrants or other securities convertible into or exercisable or exchangeable for any SPAC Shares held by them

immediately after the Closing.

The lock-up period commences on the Amalgamation Effective Time and continues until the earlier of (i)

three-hundred and sixty-five (365) days after the Closing, or (ii) the date on which EURK completes a liquidation, merger, capital stock

exchange, reorganization or other similar transaction that results in all of EURK’s shareholders having the right to exchange their

SPAC Shares or other equity securities of EURK for cash, securities or other property.

Purchase Agreement

July 6, 2025, the Sponsor and Marine Thinking entered into an option purchase agreement (as amended on September 2, 2025, the “Option

Purchase Agreement”), pursuant to which the Sponsor agreed to sell to Marine Thinking, and Marine Thinking agreed to purchase from

the Sponsor, an option to purchase 583,333 SPAC Shares held by the Sponsor (the “Option Securities”) for an aggregate purchase

price of $1,750,000.

The aggregate exercise price of the option itself is $1.00 for all of the Option Securities.

The options are

exercisable for the period commencing on the expiration or early release of applicable transfer restrictions on the Option Securities

(as provided in the letter agreement dated July 2, 2024 entered into by and among EURK, the Sponsor and certain other parties in connection

with the IPO) and ending on July 5, 2026.

On September 23, 2025, Marine Thinking entered into an option assignment agreement (the

“Option Assignment Agreement”) and assigned its rights, interests and obligations in whole under the Option Purchase Agreement

to a company that is owned by the current shareholders of Marine Thinking in substantially similar proportions as their respective shareholdings

in Marine Thinking.

On April 1, 2025, EURK entered

into a finder’s agreement (the “Finder’s Agreement”) with Alpha Innovators Limited, a British Virgin Islands exempted

company (the “Finder”), pursuant to which the Finder agreed to introduce potential targets to EURK.

If EURK consummates a

business combination with one or more targets introduced by the Finder during the term of the Finder’s Agreement and a period of

twelve (12) months following the termination of the Finder’s Agreement, then EURK shall issue to the Finder or its designated affiliates,

upon the completion of each business combination(s) and as complete and full compensation for the Finder under Finder’s Agreement,

a number of SPAC Class A Shares equal to the quotient obtained by dividing 3% of the Company Valuation (as defined in the BCA) by the

Redemption Price (as defined in the BCA).

2025 Shareholder Meeting

June 30, 2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the “Extraordinary

General Meeting”).

the Extraordinary General Meeting, the shareholders of the Company approved the proposal (the “Charter Amendment Proposal”)

to amend the Company’s Second Amended and Restated Memorandum and Articles of Association, which provided that the Company has

until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to

two times, each by an additional three-month extension, for a total of up to six months to January 3, 2026, be deleted in their entirety

and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the “Current Charter”)

to provide that the Company has until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate

a business combination up to 12 times, each by an additional one-month extension (the “Monthly Extension”), for a total of

up to 12 months to July 3, 2026.

The Company agreed that it would not withdraw any interest from the Trust Account for payment of dissolution

connection with the Extraordinary General Meeting, 2,819,767 Class A ordinary shares of the Company were rendered for redemption,

and approximately $29 million was released from the Trust Account to pay such redeeming shareholders.

connection with the Extraordinary General Meeting, the Company entered into an amendment to the trust agreement dated July 2, 2024 (the

“Trust Amendment”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose

trust company, as trustee (the “Trustee”).

The Trust Amendment provides

that, among other things, for each Monthly Extension, the amount of $150,000 (the “Monthly Extension Fee”) shall be deposited

into the Trust Account, and, in the event that the Monthly Extension Fee is not being deposited into the Trust Account by the 3rd day

of each month since July 3, 2025, the Company has a period of thirty (30) days (the “Cure Period”) to pay any applicable past

due payment for the Monthly Extension Fee.

If the Company fails to make any applicable past due payment during the Cure Period, then the

Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same effect

as if the Company failed to complete a business combination within the prescribed timeline.

and Extension Notes

Pursuant to the Current Charter,

the Company currently has until January 3, 2026 to complete its business combination, which may be extended up to July 3, 2026 if fully

extended by Monthly Extensions.

As of the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been deposited into the

Trust Account, among which $150,000 was paid by the Company from its working capital and $750,000 was paid by the Sponsor.

In connection

with the Sponsor’s payment of the Monthly Extension Fee, the Company issued five unsecured promissory notes in the aggregate principal

amount of $750,000 (the “Extension Notes”) to the Sponsor.

The Extension Notes bear no interest and are payable in full upon

the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry of the term of the

The Sponsor, has the right, but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into private

units (the “Conversion Units”) of the Company, each consisting of one Class A Ordinary Share and one right to receive one-fifth

(1/5) of one Class A Ordinary Share upon the consummation of a business combination.

The number of Conversion Units to be received by

the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount

payable to the Sponsor by (y) $10.00.

Capital Loans

August 25, 2025, the Company issued an unsecured promissory note (the “Working Capital Note” and, together with the Extension

Notes, the “Notes”) in the principal amount of up to $300,000 to the Sponsor.

The proceeds of the Working Capital Note, which

may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital

Working Capital Note bears no interest and is payable in full upon the Maturity Date.

The Sponsor, has the right, but not the obligation,

to convert the Working Capital Note, in whole or in part, respectively, into Conversion Units upon the consummation of a business combination,

as described in the prospectus of the Company (File No:

333-277780), by providing the Company with written notice of the intention to

convert at least two business days prior to the closing of the business combination.

The number of Conversion Units to be received by

the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount

payable to the Sponsor by (y) $10.00.

Permission Required from the PRC Authorities

for a Business Combination and Relevant PRC Regulations

We are a blank check company

incorporated in the Cayman Islands with no operations or subsidiaries in China.

Currently our company does not own or control any equity

interest in any PRC company or operate any business in China.

The China Securities Regulatory Commission (the “CSRC”) has

not issued any definitive rule or interpretation concerning whether listing of our securities are subject to the Regulations on Mergers

and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), and we believe that we are not required

to obtain any licenses or approvals, under applicable PRC laws and regulations, for our listing on Nasdaq and seeking a target for our

initial business combination.

Nasdaq rules require that

our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to

at least 80% of the balance in the trust account (less any taxes payable on interest earned) at the time of our signing a definitive

agreement in connection with our initial business combination.

If our Board of Directors is not able to independently determine the fair

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

firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm.

do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

We have until July 3, 2025

to consummate an initial business combination.

However, if we anticipate that we may not be able to consummate our initial business combination

by July 3, 2025, we may extend the period of time to consummate a business combination up to two times, each time by an additional three months

(up to January 3, 2026 to complete a business combination) (the “Combined Period”) without submitting such proposed extensions

to our shareholders for approval or offering our public shareholders redemption rights in connection therewith.

Pursuant to the terms

of our amended and restated memorandum and articles of association and the Investment Management Trust Agreement, dated July 2, 2024 between

us and Continental Stock Transfer & Trust Company, in order to extend the time available for us to consummate our initial business

combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit

into the Trust Account $575,000 on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate

of $1,150,000) (the “Extension Fee”).

Any such payments would be made in the form of a loan.

Any such loans will be non-interest

bearing and either be payable upon the consummation of our initial business combination out of the proceeds of the Trust Account released

to us, or, at the lender’s discretion, converted upon consummation of our business combination into additional private placement

units at a price of $10.00 per unit (the “Extension Units”) .

If we do not complete

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

and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our initial business

Up to $1,500,000 of the loans made by the Sponsor, our officers and directors, or our or their affiliates to us prior to

or in connection with our initial business combination (the “Working Capital Loans”) may be convertible into units, at a price

of $10.00 per unit at the option of the lender, upon consummation of our initial business combination (the

“Working Capital Units”) , in addition to the convertible notes in connection with the potential extensions.

The Extension

Units and Working Capital Units would be identical to the Private

If we are unable to consummate

an initial business combination within such time period, we will, as promptly as reasonably possible but not more than ten business

days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used

by us to pay our taxes payable and for dissolution expenses), divided by the number of then outstanding public shares, which redemption

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

if any), subject to applicable law and as further described herein, and then seek to dissolve and liquidate.

We expect the pro rata redemption

price to be approximately $10.00 per public share (regardless of whether or not the underwriters exercise their over-allotment option)

(subject to increase of up to an additional $0.20 per share in the event that our Sponsor elects to extend the period of time to consummate

a business combination by the full six months), without taking into account any interest earned on such funds.

However, we cannot

assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the

claims of our public shareholders.

We anticipate structuring

our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire

100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination

such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to

meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination

if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

Act of 1940, as amended, or 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, depending on valuations ascribed to the target and us in the business combination transaction.

we could pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the outstanding capital

stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a

substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority

of our 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, the portion of such business or businesses that is owned

or acquired is what will be valued for purposes of the 80% of net assets test.

If our initial business combination involves more than

one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

Potential Legal and Operational Risks Associated

with Acquiring a Company that does Business in China

Although we currently do not

have any PRC subsidiary or China operations, certain of our executive officers and directors are located in, or have significant ties

to, China, which may make us a less attractive partner to potential target companies outside the PRC than a non-PRC related SPAC.

a result, we are more likely to acquire a company based in China through subsidiaries and variable interest entities in an initial business

If we decide to consummate our initial business combination with a target business based in and primarily operating in China,

the combined company may face various legal and operational risks and uncertainties after the business combination.

In order to reduce

or limit such risks, we will not consider or undertake an initial business combination with any company which financial statements are

audited by an accounting firm that the PCAOB is unable to inspect for two consecutive years.

Accordingly, this may limit the pool

of acquisition candidates we may acquire in China due in part to PRC laws and regulations against foreign ownership and investment in

certain assets and industries, known as restricted industries, including, but not limited to, value added telecommunications services

(except for e-commerce, domestic multiparty communications, store-and-forward services and call centers).

Further, due to (i) the

risks associated with acquiring and operating a business in the PRC and/or Hong Kong and (ii) the fact that certain of our executive

officers and directors are located in or have significant ties to China, it may make a us a less attractive partner to certain potential

target businesses, including non-China- or non-Hong Kong-based target companies and may also make it more difficult for us to consummate

a business combination with a PRC- or Hong Kong-based target business.

In the event that we determine

to pursue a business combination target company based in China or Hong Kong, we may become subject to legal and operational risks

because the Sponsor operates in China and our executive officers and directors are located in or have significant ties to China resulting

from PRC laws and regulations that are sometimes vague and uncertain, and which may therefore, present risks that may result in a material

change in its principal operations in China, significantly depreciation of the value of the combined company’s securities, or materially

hinder or prevent the offering of securities by the combined company to investors and cause the value of such securities to significantly

decline or be worthless.

The PRC government has significant authority to exert influence on the ability of a China-based company to conduct

its business, make or accept foreign investments or list on a U.S.

stock exchange.

For example, if we enter into a business combination

with a target business operating in China, the combined company may face risks associated with regulatory approvals of the proposed business

combination between us and the target, offshore offerings, anti-monopoly regulatory actions, cybersecurity and data privacy, as well as

the potential lack of PCAOB inspection of its auditors or the auditors of the target business.

In addition, the combined company may be

subject to legal and operational risks associated with having substantially all of its operations in China, including risks related to

the legal, political and economic polies of the Chines government, the relations between China and the United States, or PRC or United States

regulations, which risks could have a material adverse effect on the combined company’s operations and the value of the securities

of the combined company.

The PRC government has recently

published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule

out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect our

potential business combination with a PRC operating business and the business, financial condition and results of operations of the combined

The PRC government also 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, adopting new measures to extend the scope of cybersecurity reviews, and

expanding the efforts in anti-monopoly enforcement.

For example, according to the New Measures effective on February 15, 2022, network

platform operators with personal information of more than one million users must apply for cyber security review to the Cyber Security

Review Office when they go public abroad, and accordingly these companies may not be willing to list on a U.S.

stock exchange or

enter into a definitive business combination agreement with us.

If we enter into a business combination with a target business operating

in China, the combined company may face risks associated with regulatory approvals of the proposed business combination between us and

the target, offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy.

The PRC government may also intervene

with or influence the combined company’s operations as the government deems appropriate to further regulatory, political and societal

Any such action, once taken by the PRC government, could make it more difficult and costly for us to consummate a business combination

with a target business operating in China, result in material changes in the combined company’s post-combination operations and

cause the value of the combined company’s securities to significantly decline, or in extreme cases, become worthless or completely

hinder the combined company’s ability to offer or continue to offer securities to investors.

If we acquire a company based

in China, to the extent that the combined company in the future seeks to fund the business through distribution, dividends or transfer

of funds among and between holding company and subsidiaries, any such transfer of funds within and among the subsidiaries will be subject

to PRC regulations.

Specifically, investment in Chinese companies is governed by the Foreign Investment Law, the dividends and distributions

from a PRC subsidiary are subject to regulations and restrictions on dividends and payment to parties outside of China, and any transfer

of funds among the PRC subsidiaries are allowed under and subject to regulations on private lending.

Additionally, the PRC government

may impose controls on the conversion of Renminbi into foreign currencies and the remittance of currencies out of the PRC.

for the combined company to pay dividends to its shareholders, the combined company will rely on payments made from the PRC subsidiaries

of the combined company and the distribution of such payments to the combined company as dividends from the PRC subsidiaries of the combined

If we are to acquire a China-based operating company, the dividends and distributions from a PRC subsidiary are subject to regulations

and restrictions on dividends and payment to parties outside of China and the combined company may experience difficulties in completing

the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from its subsidiaries, if any.

Pursuant to the Holding Foreign

Companies Accountable Act, or the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB

is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland China of the PRC

because of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative Region

and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong.

In addition, the PCAOB’s report

identified the specific registered public accounting firms which are subject to these determinations.

On December 15, 2022, the PCAOB

announced that PCAOB has secured complete access to inspect and investigate public accounting firms headquartered in mainland China and

Hong Kong, and vacated previous determinations to the contrary.

However, uncertainties exist with respect to the implementation of

this framework and there is no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations

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 and Marie Thinking is a Canadian company, we do not believe that

we are or the post-combination entity will be a “network platform operator(s)”, or subject to the cybersecurity review of

the Cyberspace Administration of China (the “CAC”).

As of the date hereof, we have not received any inquiry, notice,

warning, sanction or any regulatory objection to our listing from any relevant PRC authorities.

Further, we do not consider

ourselves a China-based issuer, in particular, as specified in the Trial Administrative Measures of the Overseas Securities Offering and

Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines promulgated by the CSRC on February 17, 2023, which

became effective on March 31, 2023.

According to the Trial Administration Measures, an issuer is a “domestic [Chinese] company”

if the issuer meets both of the following conditions and thus, subject to the requirements for domestic [Chinese] companies

seeking to offer or list securities overseas, both directly and indirectly, thereunder:

(i) any of the total assets, net assets, revenues

or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding

figure in the issuer’s audited consolidated financial statements for the same period;

and (ii) its major operational activities

are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management

of the issuer are mostly Chinese citizens or are domiciled in China.

We are a blank check company incorporated in Cayman Islands with

no operation of our own except searching for a non-China-based target for our initial Business Combination.

Furthermore, we do not own

or control any equity interest in any PRC company or operate any business in China, and during the fiscal year ended September 30, 2025,

we do not have 50% or more of our total assets, net assets, revenues or profits located or generated in China.

As of the date of this report,

no transfers, dividends, or distributions have been made by us.

We have not adopted or maintained any other cash management policies and

procedures and need to comply with applicable law or regulations with respect to transfer of funds, dividends and distributions, if any.

that we are not a China-based issuer and do not expect to be a China-based issuer upon the consummation of our initial Business Combination,

we are not subject to nor will become subject to the foreign exchange control rules of the PRC.

However, applicable laws,

regulations, or interpretations of PRC may change, and the relevant PRC government agencies could reach a different conclusion.

is also possibility that we may not be able to obtain or maintain such approval or that we inadvertently concluded that such approval

was not required.

If prior approval was required while we inadvertently concluded that such approval was not required or if applicable

laws and regulations or the interpretation of such were modified to require us to obtain the approval in the future, we may face regulatory

actions or other sanctions from relevant Chinese regulatory authorities.

These authorities may take actions that could have a material

adverse effect upon our business, financial condition, results of operations, reputation and prospects, as well as the trading price of

our securities.

In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations.

Further, if we

are required by the Trial Measures to file with the CSRC, we cannot assure you that we will be able to complete such filings in a timely

manner, or even at all.

The CSRC or other Chinese regulatory agencies may also take actions requiring us, or making it advisable for us,

to be subject to other severe consequences, which would materially affect the interest of the investors.

To that extent, we may not be

able to conduct the process of searching for a potential target company.

Any failure of us to fully comply with new regulatory requirements

may significantly limit or completely hinder our ability to continue to list our securities on Nasdaq or offer the securities, causing

significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition

and results of operations and cause the securities to significantly decline in value or become worthless.

to the Holding Foreign Companies Accountable Act, or the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which

found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland

China of the PRC because of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative

Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong.

In addition, the PCAOB’s

report identified the specific registered public accounting firms which are subject to these determinations.

On December 15, 2022,

the PCAOB announced that PCAOB has secured complete access to inspect and investigate public accounting firms headquartered in mainland

China and Hong Kong, and vacated previous determinations to the contrary.

However, uncertainties exist with respect to the implementation

of this framework and there is no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations

in a manner that satisfies the Protocol.

Should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access — in

any way and at any point in the future — the Board of PCAOB will act immediately to consider the need to issue a new determination.

Our auditor, Marcum Asia CPAs LLP, is a United States accounting firm based in New York City and is subject to regular inspection

by the PCAOB.

Marcum Asia CPAs LLP is not headquartered in mainland China or Hong Kong and was not identified in the Determination

Report as a firm subject to the PCAOB’s determinations.

As a special purpose acquisition company, our current business activities

only involve searching for targets and consummation of a business combination.

In addition, we will affirmatively

exclude any target company the financial statements of which are audited by an accounting firm that the PCAOB has been unable to inspect

for two consecutive years at the time of our business combination.

Notwithstanding the foregoing, in the event that we decide to

consummate our initial business combination with a target business based in or primarily operating in China, if there is any regulatory

change which prohibits the independent accountants from providing audit documentations located in mainland China or Hong Kong to

the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the target company or the

combined company is subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection which could

result in limitation or restriction to our access to the U.S capital markets and trading of our securities on a national securities exchange

or in the over-the-counter trading market in the U.S.

any way and at any point in the future — the Board of PCAOB will act immediately to consider the need to issue a new

determination.

Our auditor, Marcum Asia CPAs LLP, is a United States accounting firm based in New York City and is subject

to regular inspection by the PCAOB.

Marcum Asia CPAs LLP is not headquartered in mainland China or Hong Kong and was not identified

in the Determination Report as a firm subject to the PCAOB’s determinations.

As a special purpose acquisition company, our current

business activities only involve searching for targets and consummation of a business combination.

addition, we will affirmatively exclude any target company the financial statements of which are audited by an accounting firm that the

PCAOB has been unable to inspect for two consecutive years at the time of our business combination.

Notwithstanding the foregoing,

in the event that we decide to consummate our initial business combination with a target business based in or primarily operating in

China, if there is any regulatory change which prohibits the independent accountants from providing audit documentations located in mainland

China or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that

the target company or the combined company is subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of

such inspection which could result in limitation or restriction to our access to the U.S capital markets and trading of our securities

on a national securities exchange or in the over-the-counter trading market in the U.S.

may be prohibited, under the HFCAA.

On December 29, 2022, the President

signed the Consolidated Appropriations Act, 2023, which, among other things, amended the HFCAA to reduce the number of consecutive years

an issuer can be identified as a Commission-Identified Issuer before the Commission must impose an initial trading prohibition on the

issuer’s securities from three years to two years.

Therefore, once an issuer is identified as a Commission-Identified

Issuer for two consecutive years, the Commission is required under the HCFAA to prohibit the trading of the issuer’s securities

on a national securities exchange and in the over-the-counter market.

If the combined company’s auditor cannot be inspected by the

PCAOB for two consecutive years, the trading of the securities on any U.S.

national securities exchanges, as well as any over-the-counter

trading in the U.S., will be prohibited.

Furthermore, there may be

difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us based on foreign

On December 29,

2022, the President signed the Consolidated Appropriations Act, 2023, which, among other things, amended the HFCAA to reduce the number

of consecutive years an issuer can be identified as a Commission-Identified Issuer before the Commission must impose an initial

trading prohibition on the issuer’s securities from three years to two years.

Therefore, once an issuer is identified

as a Commission-Identified Issuer for two consecutive years, the Commission is required under the HCFAA to prohibit the trading

of the issuer’s securities on a national securities exchange and in the over-the-counter market.

If the combined company’s

auditor cannot be inspected by the PCAOB for two consecutive years, the trading of the securities on any U.S.

national securities

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

there may be difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us

based on foreign laws.

Certain of our current executive officers and directors are located in, or have significant ties to, China.

Also, if we decide to

consummate our initial business combination with a target business based in and primarily operating in China, it is possible that substantially

all or a significant portion of combined company’s assets may be located outside of the United States and some of the combined

company’s officers and directors may reside outside of the United States.

As a result, it may be difficult to effect service

of process upon these officers and directors who reside outside of the United States.

Even with effective service of process, it

may also be difficult to enforce in U.S.

if we decide to consummate our initial business combination with a target business based in and primarily operating in China, it is possible

that substantially all or a significant portion of combined company’s assets may be located outside of the United States and

some of the combined company’s officers and directors may reside outside of the United States.

As a result, it may be difficult

to effect service of process upon these officers and directors who reside outside of the United States.

Even with effective service

of process, it may also be difficult to enforce in U.S.

courts judgments obtained in U.S.

courts based on the civil liability provisions of

courts based on the civil liability

provisions of the U.S.

federal securities laws against the officers and directors.

In addition, there is uncertainty as to whether the courts of

the PRC would recognize or enforce judgments of U.S.

courts against the officers and directors predicated upon the civil liability

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

The recognition and enforcement of foreign judgments are provided

for under the PRC Civil Procedures Law.

PRC courts may recognize and enforce foreign judgments in accordance with the requirements of

the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity

between jurisdictions.

China does not have any treaties or other forms of written arrangement with the United States that provide

for the reciprocal recognition and enforcement of foreign judgments.

In addition, according to the PRC Civil Procedures Law, the PRC courts

will not enforce a foreign judgment by us against the officers or directors or the future combined company if they decide that the judgment

violates the basic principles of PRC laws or national sovereignty, security, or the public interest.

As a result, it is uncertain whether

and on what basis a PRC court would enforce a judgment rendered by a court in the United States.

No PRC legal counsel had been retained

for purpose of the IPO and consequently the company did not rely on the advice of PRC counsel.

The above discussion is based on our management’s

understanding of the current PRC laws, rules, regulations and local market practices and we cannot assure you that our management’s

understanding is correct.

If we begin our business combination process with a China-based target, we expect to retain a PRC legal counsel

who will advise us and provide its opinion of counsel relating to the enforceability of civil liabilities and we cannot assure you that

the PRC legal counsel will reach the same conclusion as our management’s assessment above.

Furthermore, there would be added costs

and issues with bringing an original action in foreign courts against the combined company or the officers and directors to enforce liabilities

based upon the U.S.

In addition, there is uncertainty as to whether

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

courts against the officers and directors predicated upon the

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

The recognition and enforcement of foreign

judgments are provided for under the PRC Civil Procedures Law.

PRC courts may recognize and enforce foreign judgments in accordance with

the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or

on principles of reciprocity between jurisdictions.

China does not have any treaties or other forms of written arrangement with the United States

that provide for the reciprocal recognition and enforcement of foreign judgments.

In addition, according to the PRC Civil Procedures

Law, the PRC courts will not enforce a foreign judgment by us against the officers or directors or the future combined company if they

decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or the public interest.

it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.

legal counsel had been retained for purpose of the IPO and consequently the company did not rely on the advice of PRC counsel.

discussion is based on our management’s understanding of the current PRC laws, rules, regulations and local market practices and

we cannot assure you that our management’s understanding is correct.

If we begin our business combination process with a China-based

target, we expect to retain a PRC legal counsel who will advise us and provide its opinion of counsel relating to the enforceability

of civil liabilities and we cannot assure you that the PRC legal counsel will reach the same conclusion as our management’s assessment

Furthermore, there would be added costs and issues with bringing an original action in foreign courts against the combined company

or the officers and directors to enforce liabilities based upon the U.S.

Federal securities laws, and they still may be fruitless.

Potential Approvals from the PRC Governmental

Authorities for a Business Combination

We are not limited to a particular industry or geographic region for

purposes of consummating an initial business combination but will initially focus on Asia.

Though we currently do not have any PRC subsidiary

or China operations, we may consummate our initial business combination with a target with principal operations in China (excluding any

target company the financial statements of which are audited by an accounting firm identified by the PCAOB in the Determination Report,

or that the PCAOB has been unable to inspect for two consecutive years and be subject to certain legal and operational risks associated

with its operations in the PRC.

The Regulations on Mergers

and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies

in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities

in a PRC company to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities

on an overseas stock exchange.

The scope of the M&A Rules covers two types of transactions:

(a) equity deals where the acquisition

by a foreign investor, i.e., the offshore special purpose vehicle, of equity in a “PRC domestic company,” and (b) asset

deals where the acquisition by an offshore special purpose vehicle of the assets of a “PRC domestic company.” Neither the

equity deals or the asset deals will be involved in our business combination process with a China-based target for the reason that the

offshore special purpose vehicle of such China-based target directly holds shares through the wholly foreign owned enterprise(s) or

WFOE, which are established by means of direct investment rather than by equity deals or asset deals under the M&A Rules.

the CSRC has not issued any definitive rules or interpretations concerning whether offerings such as the indirect listing of a China-based

entity as part of the business combination are subject to the CSRC approval procedures under the M&A Rules.

As a result, based on

our management’s understanding of the current PRC laws, rules, regulations and local market practices, the CSRC’s approval

under the M&A Rules will not be required in the context of our business combination with a China-based target.

However, substantial

uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles and the above analysis

are subject to any new laws, rules and regulations or detailed implementation and interpretations in any form relating to the M&A

We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do.

is possible that we may need to obtain approvals or permissions from CSRC in order for us to complete a business combination with a China-based

target pursuant to the M&A Rules.

If we are required to obtain such approvals, we cannot assure we will be able to receive them in

a timely manner, or at all.

In addition, on December 24,

2021, the CSRC released for public comments Provisions of the State Council on the Administration of Overseas Securities Offering and

Listing by Domestic Companies (Draft for Comments) and Administrative Measures for the Filing of Overseas Securities Offering and Listing

by Domestic Companies (Draft for Comments) (the “Draft Rules”).

The Draft Rules, if declared into effect, will implement a

new regulatory framework requiring Chinese businesses to file with CSRC when pursuing overseas listings.

The Draft Rules propose a new

filing system for all Chinese companies (including the VIE-structured companies) that are pursuing listings outside mainland China.

overseas listing is required to be filed with CSRC within three working days (i) following the submission of IPO application

in the case of an IPO (or similar application in the case of a dual listing on another market), or (ii) following the submission

of offering/registration applications (or following the first announcement of the transaction, as applicable) in the case of a SPAC listing

or “back-door” listing.

It is our management’s understanding that the Draft Rules, if enacted as it is, will subject

a China-based target to the new filing system if we decide to consummate our initial business combination with such target.

The China-based

target and the combined company may be subject to additional compliance requirements in the future if a final rule is adopted with material

changes from the Draft Rules.

Though we believe that none of the situations that would clearly prohibit overseas listing and offering

applies to us, we cannot assure you that we will be able to receive clearance of such filing requirements in a timely manner, or at all.

On December 27, 2021,

the National Development and Reform Commission (the “NDRC”) and the Ministry of Commerce (the “MOFCOM”) promulgated

Special Administrative Measures (Negative List) for the Access of Foreign Investment (2021 Version), effective as of January 1, 2022

(the “Negative List”).

Compared to the previous version, there are no specific industries added to the list but, for the first

time, it declares China’s jurisdiction over (and detailed regulatory requirements on) overseas listings made by Chinese businesses

in the so-called “Prohibited Industries.” According to Article 6 of the Negative List, domestic enterprises engaging

in businesses in which foreign investment is prohibited shall obtain approval from the relevant authorities before offering and listing

their shares on an overseas stock exchange.

In addition, certain foreign investors shall not be involved in the operation or management

of the relevant enterprise, and shareholding percentage restrictions under relevant domestic securities investment management regulations

shall apply to such foreign investors.

The intended scope of such jurisdiction was further clarified by NDRC officials on a press conference

held on January 18, 2022.

On July 6, 2021, 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 Strictly Cracking Down on Illegal Securities Activities According to Law (the “Opinions”), which call for strengthened

regulation over illegal securities activities and supervision on overseas listings by China-based companies and propose to take effective

measures, such as promoting the development of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed

Uncertainties still exist

as to how the M&A Rules could be interpreted or implemented in the future, and the Opinions stated above is subject to any new laws,

rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.

Furthermore, pursuant to the

PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7, 2016

and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure

operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases

internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the CAC.

April 2020, the CAC and certain other PRC regulatory authorities promulgated the Measures for Cybersecurity Review, which requires

that operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which

do or may affect national security.

On January 4, 2022, the CAC, in conjunction with 12 other government departments issued

the New Measures for Cybersecurity Review (the “New Measures”).

The New Measures amends the Measures for Cybersecurity Review

(Draft Revision for Comments) (the “Draft Measures”) released on July 10, 2021 and came into effect on February 15,

The New Measures include data processing activities of network platform operators that affect or may affect national security into

cybersecurity review and clarify that network platform operators with personal information of more than one million users must apply for

cybersecurity review to the Cybersecurity Review Office when they go public abroad.

The PRC Data Security Law, which took effect on September 1,

2021, imposes data security and privacy obligations on entities and individuals that carry out data activities, provides for a national

security review procedure for data activities that may affect national security and imposes export restrictions on certain data and information.

On August 20, 2021, the Standing Committee of the People’s Congress promulgated the PRC Personal Information Protection Law

(the “PIPL”), which is to take effect on November 1, 2021.

The PIPL sets out the regulatory framework for the handling

and protection of personal information and the transmission of personal information overseas.

If our potential future target business

in China involves collecting and retaining internal or customer data, it is our management’s understanding that such target business

might be subject to the relevant cybersecurity laws and regulations, including the PRC Cybersecurity Law and the PIPL as discussed above,

and that such target business needs to go through the cybersecurity review process before effecting a business combination if it is deemed

as a critical information infrastructure operator purchasing internet products and services that affects or may affect national security,

a network platform operator that affect or may affect national security, or a network platform operator with personal information of more

than one million users.

Since the New Measures is new, the implementation and interpretation thereof are not yet clear.

No PRC legal counsel has been

retained by the Company.

The above discussion is based on our management’s understanding of the current PRC laws, rules, regulations

and local market practices and we cannot assure you that our management’s understanding is correct.

If we engage in our business

combination process with a China-based target, we expect to retain legal experts in the PRC and the U.S.

that are experienced with

structuring offshore transactions with U.S.

public companies.

Additionally, we expect that the PRC legal expert will advise us and

provide its opinion of counsel relating to the approvals from the PRC Governmental Authorities for the business combination and we cannot

assure you that the PRC legal counsel will reach the same conclusion as our management’s assessment above.

We plan to consult with

PRC government officials when possible to assist us with complying with these structuring considerations and changing developments.

Transfer of Cash to and from Our Post-Combination

Organization If We Acquire a Company Based in China (Post-Business Combination)

We are a blank check company

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

As of the date of this annual report, no transfers, dividends, or distribution have been made by us.

If we decide to consummate

our initial business combination with a target business based in and primarily operating in China, the combined company whose securities

will be listed on a U.S.

stock exchange may make capital contributions or extend loans to its PRC subsidiaries through intermediate

holding companies subject to compliance with relevant PRC foreign exchange control regulations.

After the business combination, the combined

company’s ability to pay dividends, if any, to the shareholders and to service any debt it may incur will depend upon dividends

paid by its PRC subsidiaries.

Under PRC laws and regulations, PRC companies are subject to certain restrictions with respect to paying

dividends or otherwise transferring any of their net assets to offshore entities.

In particular, under the current PRC laws and regulations,

dividends may be paid only out of distributable profits.

Distributable profits are the net profit as determined under Chinese accounting

standards and regulations, less any recovery of accumulated losses and appropriations to statutory and other reserves required to be made.

A PRC company is required to set aside at least 10% of its after-tax profits each year to fund certain statutory reserve funds (up to

an aggregate amount equal to half of its registered capital).

As a result, the combined company’s PRC subsidiaries may not have

sufficient distributable profits to pay dividends to the combined company.

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 State Administration of Foreign Exchange (the “SAFE”) or its local branches.

However, where Renminbi is to 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

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 PRC subsidiaries of the combined company from obtaining sufficient foreign currencies

to satisfy their foreign currency demands, the 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 combined company.

We cannot assure you that

new regulations or policies will not be promulgated in the future, which may further restrict the remittance of Renminbi into or out of

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 combined company will be able to satisfy their respective payment obligations that are denominated in foreign currencies,

including the distribution of earnings from our businesses, including subsidiaries, to the parent company and U.S.

investors as well as

the ability to settle amounts owed under contractual agreements.

Furthermore, the transfer

of funds among the PRC subsidiaries are subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the

Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”), which

was issued by the Supreme People’s Court of the People’s Republic of China on August 25, 2015 and amended on August 19,

2020 and December 29, 2020, respectively, to regulate the financing activities between natural persons, legal persons and unincorporated

organizations.

The Provisions on Private Lending Cases do not apply to the disputes arising from relevant financial services such as loan

disbursement by financial institutions and their branches established upon approval by the financial regulatory authorities to engage

in lending business.

The Provisions on Private Lending Cases set forth that private lending contracts will be deemed invalid under the

circumstance that (i) the lender swindles loans from financial institutions for relending;

(ii) the lender relends the funds

obtained by means of a loan from another profit-making legal person, raising funds from its employees, or illegally taking deposits from

(iii) the lender who has not obtained the lending qualification according to the law lends money to any unspecified object

of the society for the purpose of making profits;

(iv) the lender lends funds to a borrower when the lender knows or should have

known that the borrower intended to use the borrowed funds for illegal or criminal purposes;

(v) the lending is violations of public

orders or good morals;

or (vi) the lending violates mandatory provisions of laws or administrative regulations.

The Provisions on

Private Lending Cases set forth that the People’s Court shall support the interest rates not exceeding four times of the market

interest rate quoted for one-year loan at the time the private lending contracts were entered into.

It is our management’s understanding

that the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiary’s

We have not been notified of any other restriction which could limit our PRC subsidiaries’ ability to transfer cash

between subsidiaries.

Enforceability of Civil Liability

The Company’s management

consists of two officers located in China, one director in Hong Kong, one director located in the United States and one director located

Enforceability

of Civil Liability

Company’s management consists of two officers located in China, two directors located in the United States and one director located

in Switzerland.

5 unchanged sentences

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.

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

Fen Zhang, our Chief

Executive Officer and Chairman, is the sole director and the sole member of the Sponsor and as such is deemed to have sole voting and

investment discretion with respect to our shares held by the Sponsor.

Fen Zhang, our Chief Executive Officer and Chairman, is the sole director and the sole member of the Sponsor and as such is deemed to

have sole voting and investment discretion with respect to our shares held by the Sponsor.

Zhang is not a U.S.

person, and as of the date hereof,

the Sponsor owns approximately 21.39% of our issued and outstanding shares.

Controlling or non-controlling investments in U.S.

that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one of 27 identified industries —

including aviation, defense, semiconductors, telecommunications and biotechnology — are subject to a mandatory filing with the Committee

on Foreign Investment in the U.S.

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.

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.

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

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

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

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

Because we have only a limited time to complete our initial business

combination our failure to obtain any required approvals within the requisite time period may require us to liquidate.

If we liquidate,

our public shareholders may only receive $10.00 per share initially, and our warrants and rights will expire worthless.

This will also

cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment

through any price appreciation in the combined company.

person, and as of

the date hereof, the Sponsor owns approximately 33.89% of our issued and outstanding shares.

Controlling or non-controlling investments

businesses that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one of 27 identified

industries — including aviation, defense, semiconductors, telecommunications and biotechnology — are subject to a mandatory

filing with the Committee on Foreign Investment in the U.S.

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.

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.

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.

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

Because we have only a limited time to complete our

initial business combination our failure to obtain any required approvals within the requisite time period may require us to liquidate.

If we liquidate, our public shareholders may only receive $10.00 per share initially, and our warrants and rights will expire worthless.

This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on

your investment through any price appreciation in the combined company.

Our executive offices are

located at Suite 1608, 16th Floor, Fortress Tower, 250 King’s Road, North Point, Hong Kong and our telephone number is (+1) 949

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

consider our current office space adequate for our current operations.

We currently have Dr.

Zhang as the Chief Executive Officer and Mr.

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

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.

currently have Dr.

Fen Zhang as the Chief Executive Officer and Mr.

Zhechen Wang as the Chief Financial Officer.

They are not obligated to devote any specific

number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed

our initial business combination.

The amount of time they will devote in any time period will vary based on whether a target business

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

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

They are not obligated

to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs

until we have completed our initial business combination.

The amount of time they will devote in any time period will vary based on whether

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

We do not intend to have any full time employees prior to the completion of our initial business combination.

Risk Factors.

As a smaller reporting company,

we are not required to include risk factors in this Annual Report.

a smaller reporting company, we are not required to include risk factors in this Annual Report.

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