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Item 1A. Risk Factors

2026-05-29 compared with 2025-03-04 · 237 added, 269 removed, 1108 unchanged (31% of the section changed)

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

However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

investment in our securities involves a high degree of risk.

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We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We were incorporated in 2018 under the laws of the Cayman Islands and are a blank check company with no operating history.

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses.

We have entered into the Merger Agreement for the Proposed GRT Business Combination.

However, this transaction is still subject to certain closing conditions and we may not be able to complete it or if failed, another initial business combination.

If we fail to complete our initial business combination, we will never generate any operating revenues.

We were incorporated in 2018

under the laws of the Cayman Islands and are a blank check company with no operating history.

Because we lack an operating history, you

have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with

one or more target businesses.

We may not be able to complete an initial business combination.

If we fail to complete our initial business

combination, we will never generate any operating revenues.

Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in us.

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Furthermore, although we

currently do not have any People’s Republic of China (“PRC”) subsidiary or China operations, majority of our executive

officers and directors are located in, or have significant ties to, PRC, which may make us a less attractive partner to potential target

companies outside the PRC than a non-PRC or non-Hong Kong based SPAC, which may therefore make it harder for us to complete an initial

business combination with a target company that is non-PRC or non-Hong Kong based and which may therefore make it more likely for us to

consummate a business combination with a target company located in the PRC or Hong Kong.

currently do not have any People’s Republic of China (“PRC”) subsidiary or China operations, the majority of our

executive officers and directors are located in, or have significant ties to, PRC, which may make us a less attractive partner to

potential target companies outside the PRC than a non-PRC or non-Hong Kong based SPAC, which may therefore make it harder for us to

complete an initial business combination with a target company that is non-PRC or non-Hong Kong based and which may therefore make

it more likely for us to consummate a business combination with a target company located in the PRC or Hong Kong.

Moreover, although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes.

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In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines.

We have entered into the Merger Agreement for the Proposed GRT Business Combination.

However, the closing of this transaction is subject to various conditions and is still uncertain.

If we fail to complete the Proposed GRT Business Combination, we may not be able to select another target business or complete our initial business combination within the Prescribed Time Frame, as extended.

If we have not completed our initial business combination within the required time period, our public shareholders may receive only the redemption price held in the trust account on pro-rata basis, which is initially approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our rights will expire worthless.

Our expectations around the performance of a prospective target business or businesses may not be realized.

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In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors, including with respect to the Proposed GRT Business Combination.

As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors.

In addition, to the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine.

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Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of December 31, 2024, we had working capital

deficit of $539,737, which indicated a lack of liquidity we needed to sustain operations for a reasonable period of time, which was considered

to be one year from the issuance date of the financial statements.

Further, we have incurred and expects to continue to incur significant

costs as a public company (for legal, financial reporting, accounting, and auditing compliance), as well as expenses in connection with

our Proposed Business GRT Combination.

We cannot assure you that any efforts to raise capital (if required) or to consummate an initial

business combination (including the Proposed GRT Business Combination) will be successful.

We have until 15 months from the closing of

the Initial Public Offering to consummate a Business Combination (subject to nine (9) one-month extension periods).

If we do not complete

a Business Combination within such time period, under our Amended and Restated Memorandum and Articles of Association we must cease all

operations, redeem the outstanding public shares and thereafter liquidate and dissolve.

There is a possibility that business combination

might not happen within the prescribed period of time.

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

as a going concern.

The financial statements contained elsewhere in this Annual Report do not include any adjustments that might result

from our inability to continue as a going concern.

As of December 31,

2025, we had working capital deficit of $1,438,801, which indicated a lack of liquidity we needed to sustain operations

for a reasonable period of time, which was considered to be one year from the issuance date of the financial statements.

have incurred and expect to continue to incur significant costs as a public company (for legal, financial reporting, accounting, and

auditing compliance), as well as expenses in connection with our initial business combination.

We cannot assure you that any efforts

to raise capital (if required) or to consummate an initial business combination will be successful.

The current deadline to

consummate a business combination is June 20, 2026;

however, the Company has called an Extraordinary General Meeting for June 11,

2026 at which shareholders will vote on a proposal to extend this deadline for up to twelve (12) additional one-month

periods to June 20, 2027.

There can be no assurance that the proposal to extend the period within which we must consummate an initial business combination will be approved or that a business combination will

be consummated within any extended period.

If the Extension Proposal is not approved and we do not consummate a business combination

by June 20, 2026, under our Amended and Restated Memorandum and Articles of Association we must cease all operations, redeem the

outstanding public shares and thereafter liquidate and dissolve.

These factors, among others, raise substantial doubt about our

ability to continue as a going concern.

The financial statements contained elsewhere in this Annual Report do not include any

adjustments that might result from our inability to continue as a going concern.

Our management has concluded that our disclosure

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the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

As a newly public company, SEC rules provide that we are not required to include a report of management’s assessment regarding internal

control over financial reporting or an attestation report of our independent registered public accounting firm in this Annual Report on

Our management is, however, required to evaluate the effectiveness of the design and operation of our disclosure

controls and procedures on a quarterly basis.

In our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and in this

Annual Report, we reported that our management concluded that our disclosure controls and procedures were not effective due to the existence

of material weaknesses in our internal control over financial reporting relating to (1) inadequate segregation of duties within account

processes due to limited personnel, and (2) insufficient written policies and procedure for accounting, IT, financial reporting and record

Therefore, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance

Accordingly, our management believes that the financial statements included in this Annual Report present fairly in all

material respects our financial position, results of operations and cash flows for the periods presented.

See “Part II, Item 9A:

Our management is also required to evaluate the effectiveness of the design and operation of our disclosure controls and procedures on

a quarterly basis.

We have reported that our management concluded that our disclosure controls and procedures were not effective due to

the existence of material weaknesses in our internal control over financial reporting relating to (1) inadequate segregation of duties

within account processes due to limited personnel, and (2) insufficient written policies and procedure for accounting, IT, financial reporting

and record keeping.

Therefore, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared

in accordance with U.S.

Accordingly, our management believes that the financial statements included in this Annual Report present

fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Controls and Procedures” included in this Annual Report.

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If we seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

Unlike other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private placement shares held by them, as well as any public shares purchased during or after the IPO, in favor of our initial business combination.

We expect that our sponsor and its permitted transferees will own approximately 22.15% of our issued and outstanding ordinary shares at the time of any such shareholder vote.

As a result, in addition to our initial shareholder’s founder shares, we would need only 2,468,501, or approximately 35.77%, of the 6,900,000 public shares sold in the IPO to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved.

Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

Our sponsor has the right to extend the term we have to consummate our initial business combination, without providing our shareholders with redemption rights.

Our sponsor, officers, and

directors have agreed that we have 12 months or 15 months from the closing of the IPO (or up to 21 months or 24 months from the closing

of the IPO if we extend the period of time to consummate a business combination) to complete our initial business combination.

by resolution of our board of directors if requested by our sponsor, extend the period of time to consummate a business combination up

to nine (9) times, each by an additional one month (for a total of up to 24 months to complete a business combination), subject to the

deposit of additional funds into the trust account by our sponsor or its affiliates or designees as set out elsewhere in this Annual Report,

Unlike other blank check

companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the

public shareholders in connection with an initial business combination, our sponsor, officers and directors have agreed (and their permitted

transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private placement

shares held by them, as well as any public shares purchased during or after the IPO, in favor of our initial business combination.

expect that our sponsor and its permitted transferees will own approximately 39% of our issued and outstanding ordinary shares at the

time of any such shareholder vote.

As a result, in addition to our initial shareholder’s founder shares, we would need only 549,759,

or approximately 18%, of the 3,062,517 currently outstanding public shares to be voted in favor of a transaction (assuming all outstanding

shares are voted) in order to have our initial business combination approved.

Accordingly, if we seek shareholder approval of our initial

business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons

agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

Our sponsor has the right to extend the

term we have to consummate our initial business combination, without providing our shareholders with redemption rights.

Under our current Amended

and Restated Memorandum and Articles of Association, we have a total of 24 months from the closing of the IPO (if we

extend the period of time to consummate a business combination) to complete our initial business combination, subject to the deposit

of additional funds into the trust account by our sponsor or its affiliates or designees as set out elsewhere in this Annual Report,

subject to amendment from time to time.

Our shareholders will not be entitled to vote or redeem their shares in connection with any such

In order for the time available for us to consummate our initial business combination to be extended, our sponsors or their

affiliates or designees must deposit into the trust account.

Any such payments would be made in the form of a non-interest-bearing loan from our sponsor or its affiliates or designees and would be repaid, if at all, from funds released to us upon completion of our initial business combination.

The obligation to repay any such loans may reduce the amount available to us to pay as purchase price in our initial business combination, and/or may reduce the amount of funds available to the combined company following the initial business combination.

This feature is different than the traditional special purpose acquisition company structure, in which any extension of our period to complete a business combination requires a vote of our shareholders and shareholders have the right to redeem their public shares in connection with such vote, and which do not provide the sponsor with the right to loan funds to us to fund extension payments.

Our shareholders will not be entitled to vote or redeem their shares in connection with any

such extension.

In order for the time available for us to consummate our initial business combination to be extended, our sponsors

or their affiliates or designees must deposit into the trust account.

Any such payments would be made in the form of a

non-interest-bearing loan from our sponsor or its affiliates or designees and would be repaid, if at all, from funds released to us

upon completion of our initial business combination.

The obligation to repay any such loans may reduce the amount available to us to

pay as purchase price in our initial business combination, and/or may reduce the amount of funds available to the combined company

following the initial business combination.

This feature is different

than the traditional special purpose acquisition company structure, in which any extension of our period to complete a business combination

requires a vote of our shareholders and shareholders have the right to redeem their public shares in connection with such vote, and which

do not provide the sponsor with the right to loan funds to us to fund extension payments.

Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses.

Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval.

Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in documents mailed to our public shareholders in which we describe our initial business combination.

We currently plan to hold an extraordinary general meeting and seek shareholder approval in connection with the Proposed GRT Business Combination.

At the time of your investment

in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses.

board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right

or opportunity to vote on the business combination, unless we seek such shareholder approval.

Accordingly, if we do not seek shareholder

approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising

your redemption rights within the period of time (which will be at least 20 business days) set forth in documents mailed to our public

shareholders in which we describe our initial business combination.

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

We may seek to enter into a business combination transaction agreement

with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash, as is the

case with the Proposed GRT Business Combination.

with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

If too many public shareholders exercise their redemption rights, we would not be able

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We may not be able to complete our initial business combination within the Prescribed Time Frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate and our rights will expire worthless.

We have 15 months from the closing of our IPO to complete the Proposed

GRT Business Combination.

If we cannot close the Proposed GRT Business Combination by such date, our sponsor may request that we extend

the latest time for completion of initial business combination up to 9 times, each by an additional one month, subject to our sponsor

depositing additional funds into the trust account (the “Extension of Time Request.”)

If our sponsor does not further extend the deadline for completing of an initial business combination by depositing the requisite amount in the trust account as stipulated or if we have not completed our initial business combination (including the Proposed GRT Business Combination) within the deadline, as extended, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Under our current Amended

and Restated Memorandum and Articles of Association, we initially had 15 months from the closing of our IPO to complete an initial business

Further, if we were unable to close an initial business combination by such date, our Amended and Restated Memorandum

and Articles of Association provides that our sponsor may request that we extend the latest time for completion of initial business

combination up to 9 times, each by an additional one month, subject to our sponsor depositing additional funds into the trust

account (the “Extension of Time Request.”)

If our sponsor does not further

extend the deadline for completing of an initial business combination by depositing the requisite amount in the trust account as stipulated

or if we have not completed our initial business combination within the deadline, as extended, we will:

(i) cease all operations except

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

shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest

(which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of

then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders

(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,

subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable

In such case, our public shareholders may only receive the cash held in the trust account and our rights will also expire worthless.

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Of the net proceeds of the

IPO and the sale of the private placement units and after payment of estimated offering expenses, only approximately $500,000 was

available to us initially outside the trust account to fund our working capital requirements.

On August 30, 2024, we issued an

unsecured promissory note (the “2024 Note”) in the principal amount of up to $1,000,000 to our Sponsor pursuant to which

we may borrow funds.

The 2024 Note bears no interest and is due on the earlier of:

(i) December 31, 2025 or (ii) the date on which

we consummate our initial business combination.

As of December 31, 2024, there was $677,851 outstanding under the 2024 Note.

are required to seek additional capital, we would need to borrow additional funds from our sponsor, management team or other third

parties to operate or may be forced to liquidate.

Neither our sponsor, members of our management team nor any of their affiliates is

under any obligation to advance funds to us in such circumstances.

Any such advances would be repaid only from funds held outside

the trust account or from funds released to us upon completion of our initial business combination.

If we are unable to complete our

initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and

liquidate the trust account.

Consequently, our public shareholders may only receive the funds in trust account on our redemption of

our public shares, and our rights will expire worthless.

In certain circumstances, our public shareholders may receive less than

such redemption price.

IPO and the sale of the private placement units and after payment of estimated offering expenses, only approximately $500,000 was available

to us initially outside the trust account to fund our working capital requirements.

On August 30, 2024, we issued an unsecured promissory

note (the “2024 Note”) in the principal amount of up to $1,000,000 to our Sponsor pursuant to which we may borrow funds.

2024 Note bears no interest and was due on the earlier of:

(i) December 31, 2025 or (ii) the date on which we consummate our initial business

On August 21, 2025, Flag Ship and the Sponsor agreed to amend and restate the 2024 Note to increase the maximum principal

amount from $1,000,000 to $1,200,000 and on January 28, 2026, Flag Ship and the Sponsor agreed to further amend and restate the 2024 Note

to raise the principal balance to $2,000,000 and extend the maturity date thereof to be the earlier of:

(i) December 31, 2026 or (ii)

the date on which we consummate our initial business combination.

As of December 31, 2025, there was $1,446,751 outstanding under the

If we are required to seek additional capital, we would need to borrow additional funds from our sponsor, management team or

other third parties to operate or may be forced to liquidate.

Neither our sponsor, members of our management team nor any of their affiliates

is under any obligation to advance funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the

trust account or from funds released to us upon completion of our initial business combination.

If we are unable to complete our initial

business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the

trust account.

Consequently, our public shareholders may only receive the funds in trust account on our redemption of our public shares,

and our rights will expire worthless.

In certain circumstances, our public shareholders may receive less than such redemption price.

Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

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In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

Accordingly, any shareholders who choose to remain shareholders following the business combination (including the Proposed GRT Business Combination) could suffer a reduction in the value of their shares.

Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares.

Such shareholders are unlikely to have a remedy for such reduction in value.

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In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations.

On January 24, 2024, the SEC adopted the 2024 SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC business combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and business combination transactions;

(iii) additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for the Proposed GRT Business Combination registration statements.

In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals.

Compliance with the 2024 SPAC Rules and related guidance may (i) increase the costs of and the time needed to negotiate and complete an initial business combination (including the Proposed GRT Business Combination) and (ii) constrain the circumstances under which we could affect our ability to complete an initial business combination (including the Proposed GRT Business Combination.)

We may not hold an annual meeting of shareholders until after the consummation of our initial business combination.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on Nasdaq.

In connection with completion of any business combination (including the Proposed GRT Business Combination), we would expect to hold a special meeting of shareholders to obtain consent of our shareholders.

There is no requirement under the Companies Act for us to hold annual or general meetings or elect directors.

Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.

On January 24, 2024,

the SEC adopted the 2024 SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC business combination transactions;

(ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial

public offerings and business combination transactions;

(iii) additional disclosures regarding projections included in SEC filings in

connection with proposed business combination transactions; and (iv) the requirement that both the SPAC and its target company be

co-registrants for an initial business combination transaction.

In addition, the SEC’s adopting release provided guidance describing

circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition,

business purpose, and the activities of the SPAC and its management team in furtherance of such goals.

Compliance with the 2024 SPAC Rules

and related guidance may (i) increase the costs of and the time needed to negotiate and complete an initial business combination and (ii)

constrain the circumstances under which we could affect our ability to complete an initial business combination.

In the event that we are not the surviving entity upon the consummation of our initial business combination, and there is no effective registration statement for the offering of the shares underlying the rights, the rights may expire worthless.

If we enter into a definitive

agreement for a business combination, including the Merger Agreement with GRT, in which we will not be the surviving entity, the definitive

agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive

in the transaction on an as-converted into ordinary share basis, and each holder of a right will be required to affirmatively convert

his, her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation

of the business combination.

More specifically, the right holder will be required to indicate his, her or its election to convert the

rights into underlying shares as well as to return the original rights certificates to us.

In the event that we are not the surviving

entity upon the consummation of our initial business combination, and there is no effective registration statement for the offering of

the shares underlying the rights, the rights may expire worthless.

agreement for a business combination, in which we will not be the surviving entity, the definitive agreement will provide for the holders

of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted

into ordinary share basis, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive

the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the business combination.

specifically, the right holder will be required to indicate his, her or its election to convert the rights into underlying shares as well

as to return the original rights certificates to us.

In the event that we are not the surviving entity upon the consummation of our initial

business combination, and there is no effective registration statement for the offering of the shares underlying the rights, the rights

may expire worthless.

The grant of registration rights to our sponsor and holders of our private placement units may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares.

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complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be

Furthermore, if we reach an agreement relating to a specific target business, including the Merger Agreement with GRT, we

may fail to complete our initial business combination for any number of reasons including those beyond our control.

Any such event will

result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire

or merge with another business.

Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business

combination for any number of reasons including those beyond our control.

Any such event will result in a loss to us of the related costs

incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.

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This lack of diversification may negatively impact our operations and profitability.

As of December 31, 2024, we had approximately $70.8 million held in trust account (including deferred underwriting commissions of approximately $1.725 million and before fees and expenses associated with our initial business combination).

As of December 31, 2025,

we had approximately $33.08 million held in the Trust Account (including deferred underwriting commissions of approximately $1.725 million

and before fees and expenses associated with our initial business combination).

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time.

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business combination.

As a result, we may be able to complete our initial business combination, including the Proposed GRT Business Combination,

even if a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek

As a result, we may be able to complete our initial business combination, even if a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek

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

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As a result, the value of your public shares may be significantly diluted upon the consummation of our initial business combination, when the founder shares are converted into public shares.

Due to the low price our sponsor paid for the founder shares,

our sponsor stands to make a substantial profit even if a Business Combination subsequently declines in value or is unprofitable for our

Public Shareholders.

As a result of the low acquisition cost of our

founder shares, our sponsor could make a substantial profit even if we select and consummate a business combination with an acquisition

target that subsequently declines in value or is unprofitable for our public shareholders.

Thus, such parties may have more of an economic

incentive for us to enter into a business combination with a riskier, weaker-performing or financially unstable business, or an entity

lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their

founder shares.

Our rights agreement with our transfer agent

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therefore, investors may not be able to enforce federal securities laws or their other legal rights.

If the Proposed GRT Business

Combination is consummated, a majority of our directors and officers of the surviving entity will reside outside of the United States

and all of our assets will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible, for

investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to

enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under

United States laws.

If we complete our initial

business combination, a majority of our directors and officers of the surviving entity may reside outside of the United States and all

of our assets will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible, for investors

in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments

of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

In particular, investors should be aware that there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and enforce judgments of U.S.

courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courts against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

There may be tax consequences to the Proposed GRT Business Combination that may adversely affect U.S.

We expect to undertake the Proposed GRT Business Combination such that it would qualify as either a transaction governed by Section 351(a) of the Code or a “reorganization” within the meaning of Section 368(a) of the Code so as to minimize any adverse U.S.

federal income tax consequences to U.S.

However, such business combination might not meet the requirements of Section 368(a) of the Code or Section 351(a) of the Code.

Further, even if the business combination qualifies under such statutory provisions, U.S.

holders may still be subject to adverse U.S.

federal income tax consequences due to the “passive foreign investment company rules.”

In addition, after the closing of the business combination, the combined entity may be subject to the tax laws of jurisdictions other

than the Cayman Islands, in which case U.S.

holders may be subject to withholding taxes or other taxes with respect to their ownership

of our securities.

holders exchanging their company securities in the business combination should consult their tax advisors to determine the tax consequences thereof.

In connection with the Proposed GRT Business Combination and during the interim period, we are prohibited from entering into certain transactions that might otherwise be beneficial to us or its shareholders.

Until the earlier of consummation of the business combination or termination of the Merger Agreement, we are subject to certain limitations on the operations of its business, including restrictions on its ability to merge, consolidate or amalgamate with or into, or acquire (by purchasing a substantial portion of the assets of or equity in, or by any other manner) any entity other than GRT.

The limitations on our conduct of our business during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

There is no assurance when or if the Proposed GRT Business Combination will be completed.

The completion of the Proposed GRT Business Combination is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement.

No assurance can be given that the required consents, orders and approvals will be obtained or that the required conditions to the completion of the business combination will be satisfied.

Even if all such consents, orders and approvals are obtained and such conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents, orders and approvals.

We cannot provide assurance that the business combination will be completed on the terms or timeline currently contemplated, or at all.

Our extraordinary shareholder meeting to approve the Business Combination may take place before all of the required regulatory approvals have been obtained and before all conditions to such approvals, if any, are known.

Notwithstanding the foregoing, if the business combination proposal and the transactions contemplated therein are approved by our shareholders, we would not be required to seek further approval of our shareholders, even if the conditions imposed in obtaining required regulatory approvals could have an adverse effect on us or GRT.

Delays in completing the Proposed GRT Business Combination may substantially reduce the expected benefits of such business combination.

Satisfying the conditions to, and completion of, the business combination may take longer than, and could cost more than what you expect.

Any delay in completing or any additional conditions imposed in order to complete the business combination may materially adversely affect the benefits that you may expect to achieve from the business combination.

We may be forced to close the Proposed GRT

Business Combination even if we determine that it is no longer in our shareholders’ best interest.

Public shareholders are protected from a material adverse event of GRT arising between the date of the Merger Agreement and the date of the extraordinary general meeting, primarily by the right to redeem their public shares for a pro rata portion of the funds held in our trust account, calculated as of two (2) business days prior to the consummation of the business combination.

If a material adverse event were to occur after approval at the extraordinary general meeting, we may be forced to close the business combination even if we determine that it is no longer in our shareholders’ best interest to do so (as a result of such material adverse event), which could have a significant negative impact on our business, financial condition or results of operations.

Risks Related to Acquiring or Operating Businesses in the PRC

We do not currently operate in the PRC.

However, our sponsor and members

of our board of directors and management have significant business ties to the PRC and Hong Kong, and certain members of our board of

directors and management are based in or are residents of the PRC or Hong Kong.

Further, as we are pursuing the GRT Business Combination,

we are considering a business combination with an entity or business with a physical presence or other significant ties to the People’s

Republic of China or Hong Kong, and its business is subject to the laws, regulations and policies of the PRC.

As a result, in the

future we may be subject to risks related to the PRC as discussed below.

We do not currently operate

However, our sponsor and members of our board of directors and management have significant business ties to the PRC and Hong

Kong, and certain members of our board of directors and management are based in or are residents of the PRC or Hong Kong.

may decide to pursue an initial business combination with a company that has a physical presence or other significant ties to the PRC.

As a result, in the future we may be subject to risks related to the PRC as discussed below.

Although we do not currently operate in the PRC, individuals, including chief financial officer and majority of our directors, have significant ties with the PRC, and the Chinese government could on that basis determine to intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our common stock or a material adverse effect on our ability to search for, negotiate and complete an initial business combination.

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an initial business combination.

We are pursuing an initial business combination with GRT, which

is based in the PRC and the laws and regulations of the PRC may not afford U.S.

investors or regulatory agencies access to information

normally available to them with respect to U.S.

based entities.

In November 2020,

the SEC Staff issued guidance regarding certain risks and considerations that should be considered by investors regarding foreign

entities, specifically the limited ability of U.S.

investors and regulatory agencies to rely upon or obtain information from foreign

based entities, specifically China based entities, under the laws and regulations of such foreign countries.

As stated by the SEC

Staff, “[a]lthough China-based Issuers that access the U.S.

public capital markets generally have the same disclosure

obligations and legal responsibilities as other non-U.S.

issuers, the Commission’s ability to promote and enforce high-quality

disclosure standards for China-based Issuers may be materially limited.

As a result, there is substantially greater risk that their

disclosures may be incomplete or misleading.

In addition, in the event of investor harm, investors generally will have substantially

less access to recourse, in comparison to U.S.

domestic companies and foreign issuers in other jurisdictions.” Among other

potential issues and risks cited by the SEC Staff, the SEC Staff identified restrictions in China which restricted the PCAOB’s

ability to inspect audit work and practices of PCAOB-registered public accounting firms in China and on the PCAOB’s ability to

inspect audit work with respect to China-based issuer audits by PCAOB-registered public accounting firms in Hong Kong.

Further, current laws and regulations in China as well as other potential target countries, can limit or restrict investigations and similar activities by U.S.

regulatory agencies such as the SEC to gather information regarding the securities and other activities of issuers based in the foreign countries where such laws or regulations exist.

According to Article 177 of the newly amended PRC Securities Law which became effective in March 2020 (the “Article 177”), the securities regulatory authority of the PRC State Council may collaborate with securities regulatory authorities of other countries or regions in order to monitor and oversee cross border securities activities.

Article 177 further provides that overseas securities regulatory authorities are not allowed to carry out investigation and evidence collection directly within the territory of the PRC, and that any Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to overseas agencies without prior consent of the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council.

Investors should be aware that the U.S.

Holding Foreign Companies Accountable Act, which requires that the PCAOB be permitted to inspect an issuer’s public accounting firm within three years, may result in the delisting of the operating company in the future if the PCAOB is unable to inspect the firm.

We intend to consider potential target business in foreign jurisdictions, including China-based entities and businesses, and therefore investors should be aware of risks related to the ability to obtain information and conduct investigations and be afforded protections by U.S.

based agencies such as the SEC related to any such business combination with a target business in a foreign country and consider such risks prior to investing in our securities.

If an initial business combination target or we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter, which could harm our business operations, the business combination transactions and our reputation and could result in a loss of your investment in our securities, especially if such matter cannot be addressed and resolved favorably.

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stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years Therefore, once an issuer is identified as a “Commission-Identified Issuer” for two consecutive years, the SEC is required under the HFCA Act to prohibit the trading of the issuer’s securities on a national securities exchange and in the over-the-counter market.

Pursuant to the HFCA Act,

the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely

Pursuant to the HFCA Act, 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

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an accounting firm that the PCAOB is unable to inspect for two consecutive years beginning in 2021 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,

including the Proposed GRT Business Combination, 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 HFCA Act, 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 HFCA Act.

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 HFCA Act, 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

may be prohibited, under the HFCA Act.

The SEC has adopted final rules to implement the HFCA Act and may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection.

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mandatory filings.

If our initial business combination with any potential target company falls within the scope of foreign ownership restrictions,

we may be unable to consummate a business combination with such business.

In addition, if our 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.

Moreover, the process of

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

Because we have only a limited time to complete the 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 the cash held in the trust account, and our 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.

If our initial business

combination with any potential target company falls within the scope of foreign ownership restrictions, we may be unable to consummate

a business combination with such business.

In addition, if our 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.

As a result, this may limit the pool of acquisition candidates we may acquire in the United States, in particular, relative

to other special purpose acquisition companies that are not subject to such restrictions, which could make it more difficult and costly

for us to consummate a business combination with a target business operating in the United States relative to such other companies.

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

Because we have only a limited time to complete the

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 the cash held in the trust account, and our rights will expire worthless.

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.

Recent regulatory actions by the Chinese government with respect to foreign capital efforts and activities, including business combinations with offshore shell companies such as SPACs, may adversely impact our ability to consummate a business combination with a China based entity or business, or materially impact the value of our securities following any such business combination .

If we continue to pursue

the Proposed GRT Business Combination, we will eventually submit for shareholder approval a business combination with a target business

located or based in China.

On July 30, 2021, the Chairman of the SEC issued a statement highlighting potential issues resulting from

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The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership .

If we consummate the Proposed

GRT Business Combination or undertake a business combination with another China based business, our ability to operate in China may be

harmed by changes in its laws and regulations, including those relating to taxation, cyber security, environmental regulations, land use

rights, property and other matters.

The central or local governments of jurisdictions such as China may impose new, stricter regulations

or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance

with such regulations or interpretations.

If we undertake a business

combination with a China based business, our ability to operate in China may be harmed by changes in its laws and regulations, including

those relating to taxation, cyber security, environmental regulations, land use rights, property and other matters.

The central or local

governments of jurisdictions such as China may impose new, stricter regulations or interpretations of existing regulations that would

require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations.

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and negatively impact our search for a target business and/or the value of our securities.

The Proposed GRT Business Combination will

also be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information,

such as personal information and other data.

These laws continue to develop, and the PRC government may exert more oversight and control

over offerings that are conducted overseas and foreign investment in China-based issuers in the future by adopting other rules and restrictions.

These laws continue to develop, and the PRC

government may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers

in the future by adopting other rules and restrictions.

Non-compliance could result in penalties or other significant legal liabilities.

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If, for example, our potential

initial business combination is with a target business operating in the PRC, such as the Proposed GRT Business Combination, and if the

New Measures mandates clearance of cybersecurity review and other specific actions to be completed by the target business, we may face

uncertainties as to whether such clearance can be timely obtained, or at all, and incur additional time delays to complete any such acquisition.

Cybersecurity review could also result in negative publicity with respect to our initial business combination and diversion of our managerial

and financial resources.

We may also be prevented from pursuing certain investment opportunities if the PRC government considers that

the potential investments will result in a significant national security issue.

In addition, due to limited business combination period

that we have, we may avoid searching for a target and completing an initial business combination that will be subject to cybersecurity

Therefore, we may avoid searching for a company which could be deemed as a network platform operator and possesses information

of more than one million users.

initial business combination is with a target business operating in the PRC, and if the New Measures mandates clearance of cybersecurity

review and other specific actions to be completed by the target business, we may face uncertainties as to whether such clearance can be

timely obtained, or at all, and incur additional time delays to complete any such acquisition.

Cybersecurity review could also result

in negative publicity with respect to our initial business combination and diversion of our managerial and financial resources.

also be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will result

in a significant national security issue.

In addition, due to limited business combination period that we have, we may avoid searching

for a target and completing an initial business combination that will be subject to cybersecurity review.

Therefore, we may avoid searching

for a company which could be deemed as a network platform operator and possesses information of more than one million users.

Further, if the combined company, after business combination, is deemed

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

pursuant to the M&A Rules, such as with respect to the Proposed GRT Business Combination.

pursuant to the M&A Rules.

If we are required to obtain such approvals,

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not required to obtain any permission from any PRC governmental authorities to operate our business as currently conducted.

to consummate our business combination with a target business based in and primarily operating in China, such as with respect to the GRT

Business Combination, the combined company’s business operations in China through its subsidiaries, as applicable, are subject to

to consummate our business combination with a target business based in and primarily operating in China, the combined company’s business operations in China through its subsidiaries, as applicable, are subject to

relevant requirements to obtain applicable licenses from PRC governmental authorities under relevant PRC laws and regulations.

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Following a business combination

with one or more PRC based entities, such as the Proposed GRT Business Combination, any transfer of funds by us to any PRC subsidiaries,

with one or more PRC based entities, any transfer of funds by us to any PRC subsidiaries,

either as a shareholder loan or as an increase in registered capital, is subject to approval by or registration or filing with relevant

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controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China.

We may consummate a business combination with a target business based in and primarily operating in China, such as the Proposed GRT Business

Combination, after which the operating companies in China upon consummation of the business combination will receive substantially all

We may consummate a business combination with a target business based in and primarily operating in China, after which the operating companies in China upon consummation of the business combination will receive substantially all

of their revenues in Renminbi.

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We may consummate a business

combination with a target business based in and primarily operating in China through subsidiaries in China, such as the Proposed GRT Business

combination with a target business based in and primarily operating in China through subsidiaries in China,.

After such business combination, the combined company may rely on dividends and other distributions from the PRC subsidiaries

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If we effect our initial

business combination with a company located outside of the United States, such as the Proposed GRT Business Combination, we would be subject

business combination with a company located outside of the United States, we would be subject

to any special considerations or risks associated with companies operating in the target business’ home jurisdiction, including

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If we effect a business combination

with a company located outside of the United States, such as the Proposed GRT Business Combination, the laws of the country in which such

with a company located outside of the United States, the laws of the country in which such

company operates will govern almost all of the material agreements relating to its operations.

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

What changed 10-K

Item 1A. Risk Factors