Item 1. Business
Item 1. Business.
General
We are a blank check company
incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities, which
we refer to throughout this report as our “initial business combination”. We have neither engaged in any operations nor generated
any revenue to date. Based on our business activities, we are a “shell company” as defined under the Securities Exchange Act
of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.
On October 24, 2025, the
Company consummated its initial public offering (the “IPO”) of 14,500,000 units (“Units”). Each Unit consists
of one Class A ordinary share, $0.0001 par value per share (“Class A ordinary shares”), and one right (“Rights”)
to receive of one-tenth 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 $145,000,000.
Simultaneously with the consummation
of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 339,964 units
(the “Private Placement Units”), and 1,019,892 restricted Class A ordinary shares, par value $0.0001 per share of the Company
(the “Private Placement Shares” and together with the Private Placement Units, the “Private Place Securities”)
to the Sponsors, generating total proceeds of $3,399,640.
Upon the closing of the IPO,
management has agreed that $145,000,000, or $10.00 per Unit sold in the IPO, would be held into a U.S.-based trust account (“Trust
Account”), with Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account are invested
only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable
conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S. government treasury.
Except with respect to divided and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay
the Company’s tax obligation, if any, the proceeds from the IPO and the sale of the Private Place Securities that are deposited
and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (i) the completion of the
Company’s initial business combination, (ii) the redemption of any Class A ordinary shares sold as part of the Units in the
IPO (the “Public Shares”) properly tendered in connection with a shareholder vote to amend the Company’s memorandum
and articles of association effective at the time to (A) modify the substance or timing of obligation to redeem 100% of the Company’s
Public Shares if the Company does not complete the Company’s initial business combination by the Combination Deadline (as defined
below), or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and
(iii) the redemption of all of Public Shares if the Company is unable to complete their initial business combination by the Combination
Deadline, subject to applicable law. In no other circumstances will a Public Shareholder have any right or interest of any kind to or
in the Trust Account. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors,
if any, which could have priority over the claims of the Public Shareholders.
Our efforts to identify a
prospective target business will not be limited to a particular industry or geographic location. Since our IPO, our sole business activity
has been identifying and evaluating suitable target businesses. 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 Sponsors and other parties
to fund our operations.
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Background and Competitive Strengths
We will seek to leverage our management team’s
proprietary network of relationships with corporate executives, private equity, venture and growth capital funds, investment banking firms
and consultants in order to source, acquire, and support the operations of the business combination target. For example, Mr. Sung
Hyuk Lee, our Chief Executive Officer and Chairman, has extensive experience in private equity, corporate finance, and financial advisory.
Mr. Choi, our Chief Financial Officer and Director, is an experienced investment management professional. The background of Mr. Lee
and Mr. Choi will be instrumental in guiding our business combination search.
In addition, several members of our management
team have extensive track record in corporate finance, with unique perspectives on evaluating and analyzing the financial health, strength,
and potential of target companies. Both of our CEO and CFO have extensive experience in advising corporate and capital markets transactions
involving valuation, due diligence, transaction structuring and fundraising functions across different sectors and jurisdictions. Mr. Qing
Tong, our director, has over ten years of experience in investment management. Mr. Gary Dvorchak, our director, has over 20 years
of financial advisory and investment experience, which gives him unique perspective in evaluating financial performance, business projections,
and operational strength. Mr. Benjamin Berry, our director, is an experienced entrepreneur and business manager with more than 20 years
of experience. They will contribute in providing unique and professional insights with regards to valuation of potential target(s), negotiation
of transaction terms, and solicitation of transaction financing.
We believe that this combination of extensive
relationships and expertise will make us a preferred partner for and allow us to source high-quality business combination targets.
However, none of our management team is obligated to remain with the company after an acquisition transaction, and we cannot provide assurance
that the resignation or retention of our current management will be a term or condition in any agreement relating to business combination.
Moreover, despite the competitive advantages we believe we have, we remain subject to significant competition with respect to identifying
and executing a business combination.
Business Strategy and Acquisition Criteria
Our management team intends to focus on creating
shareholder value by leveraging its experience in the management and operation of businesses to improve the efficiency of operations while
implementing strategies to scale revenue organically and/or through acquisitions. Consistent with our strategy, we have identified the
following general criteria and guidelines that we believe are essential in evaluating prospective target businesses. While we intend to
use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we consider
it appropriate to do so:
● Strong Management Team
The strength of the management team will be an
important component in our review process. We will seek to partner with a management team that is operationally strong and has demonstrated
the ability to scale, but is also well-incentivized and aligned in our future vision for creating long term shareholder value.
● Long-term Revenue Visibility with Defensible Market Position
In management’s view, the target companies
should be close to an anticipated inflection point, such as those companies requiring additional management expertise, those companies
able to innovate by developing new products or services, or companies where we believe we have ability to achievement improved profitability
performance through an acquisition designed to help facilitate growth.
● Benefits from Being a U.S. Public Company (Value Creation and Marketing Opportunities)
We intend to search target companies that we believe
will help offer attractive risk-adjusted equity returns for our shareholders. We intend to seek to acquire a target on terms and
in a manner that leverages our experience. Amount other criteria, we expect to evaluate financial returns based on (i) the potential
for organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability to accelerate growth, including
through the opportunity for follow-on acquisitions, and (iv) the prospects for creating value through other value creation initiatives.
We also plan to evaluate potential upside from future growth in the target business’ earnings and an improved capital structure.
These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general
guidelines as well as other considerations, factors and criteria that our management may deem relevant.
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Effecting a Business Combination
General
We are not presently engaged
in, and we will not engage in, any substantive commercial business for an indefinite period of time following our IPO. We intend to utilize
cash derived from the proceeds of our IPO and the private placement, our share capital, debt or a combination of these in effecting a
business combination. Although substantially all of the net proceeds of our IPO and the private placement are intended to be applied generally
toward effecting a business combination as described in this prospectus, the proceeds are not otherwise being designated for any more
specific purposes. Accordingly, investors in our IPO are investing without first having an opportunity to evaluate the specific merits
or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which
does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what
it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of
voting control and compliance with various U.S. Federal and state securities laws. In the alternative, we may seek to consummate
a business combination with a company that may be in its early stages of development or growth. While we may seek to effect simultaneous
business combinations with more than one target business, we will probably have the ability, as a result of our limited resources,
to effect only a single business combination.
We Have Not Identified a Target Business
To date, we have not selected any target business
on which to concentrate our search for a business combination. None of our officers, directors, insiders and other affiliates has engaged
in discussions on our behalf with representatives of other companies regarding the possibility of a potential merger, share exchange,
asset acquisition or other similar business combination with us, nor have we, nor any of our agents or affiliates, been approached by
any candidates (or representatives of any candidates) with respect to a possible business combination with our company.
Subject to the limitations
that a target business has a fair market value of at least 80% of the balance in the Trust Account (excluding any deferred underwriting
discounts and commissions and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement
for our initial business combination, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition
candidate. We have not established any other specific attributes or criteria (financial or otherwise) for prospective target businesses.
Accordingly, there is no basis for investors in our IPO to evaluate the possible merits or risks of the target business with which we
may ultimately complete a business combination. To the extent we effect a business combination with a company or an entity in its early
stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks
inherent in the business and operations of early stage or potential emerging growth companies. Although our management will endeavor to
evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.
Sources of Target Businesses
We anticipate that target
business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital
funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses
may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources
may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will
have read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their respective
affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a
result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not
presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any
formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting
fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however,
will any of our existing officers, directors, special advisors or insiders, or any entity with which they are affiliated, be paid any
finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation
of a business combination (regardless of the type of transaction). If we decide to enter into a business combination with a target business
that is affiliated with our officers, directors or insiders, we will do so only if we have obtained an opinion from an independent investment
banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view. However, as of the
date of this prospectus, there is no affiliated entity that we consider a business combination target.
Selection of a Target Business and Structuring
of a Business Combination
Subject to the limitations that a target business
has a fair market value of at least 80% of the balance in the Trust Account (excluding any deferred underwriting discounts and commissions
and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for our initial business
combination, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. We
have not established any other specific attributes or criteria (financial or otherwise) for prospective target businesses.
We believe the factors laid out under the section
entitled “— Business Strategy and Acquisition Criteria ” will be important in evaluating prospective target
businesses, regardless of the location or industry in which such target business operates. However, this list is not intended to be exhaustive.
Furthermore, we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.
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Any evaluation relating to the merits of a particular
business combination will be based, to the extent relevant, on the Company’s business strategy and acquisition criteria as well
as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.
In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,
meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available
to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although we
have no current intention to engage any such third parties.
The time and costs required to select and evaluate
a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty.
Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination
is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.
Fair Market Value of Target Business
Pursuant to NASDAQ listing rules, the target business
or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust
Account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account) at
the time of the execution of a definitive agreement for our initial business combination, although we may acquire a target business whose
fair market value significantly exceeds 80% of the Trust Account balance. We currently anticipate structuring a business combination to
acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure a business combination
where we merge directly with the target business or where we acquire 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. 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. For example, we could pursue a transaction in which
we issue a substantial number of new shares in exchange for all of the outstanding capital of a target. In this case, we could 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 issued and outstanding shares subsequent to
our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or
acquired by the post-transaction company, only the portion of such business or businesses that is owned or acquired is what will
be valued for purposes of the 80% of net assets test, assuming that we obtain and maintain a listing for our securities on NASDAQ. In
order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses
and/or seek to raise additional funds through a private offering of debt or equity securities. Since we have no specific business combination
under consideration, we have not entered into any such fund-raising arrangement and have no current intention of doing so. The fair
market value of the target business will be determined by our board of directors based upon one or more standards generally accepted by
the financial community (such as actual and potential sales, earnings, cash flow and/or book value). If our board is not able to independently
determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment
banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to
acquire, with respect to the satisfaction of such criteria. We will not be required to obtain an opinion from an independent investment
banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to
acquire, as to the fair market value if our board of directors independently determines that the target business complies with the 80%
threshold.
We will not be required to
comply with the 80% fair market value requirement if we are delisted from NASDAQ. If NASDAQ delists our securities from trading on
its exchange, we would not be required to satisfy the fair market value requirement described above and could complete a business combination
with a target business having a fair market value substantially below 80% of the balance in the Trust Account.
Lack of Business Diversification
Our business combination must be with a target
business or businesses that collectively satisfy the minimum valuation standard at the time of such acquisition, as discussed above, although
this process may entail the simultaneous acquisitions of several operating businesses at the same time. Therefore, at least initially,
the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which
may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single
industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks
or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:
●
subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and
●
result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.
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If we determine to simultaneously acquire several
businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its
business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our
ability, to complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional
risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
business.
Limited Ability to Evaluate the Target Business’
Management
Although we intend to scrutinize the management
of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment
of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management will have
the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors,
if any, in the target business following a business combination cannot presently be stated with any certainty. While it is possible that
some of our key personnel will remain associated in senior management or advisory positions with us following a business combination,
it is unlikely that they will devote their full-time efforts to our affairs subsequent to a business combination. Moreover, they
would only be able to remain with the company after the consummation of a business combination if they are able to negotiate employment
or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation
of the business combination and could provide for them to receive compensation in the form of cash payments and/or our securities for
services they would render to the company after the consummation of the business combination. While the personal and financial interests
of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company
after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed
with any potential business combination. Additionally, our officers and directors may not have significant experience or knowledge relating
to the operations of the particular target business.
Following a business combination, we may seek
to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or
experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to
Approve an Initial Business Combination
In connection with any proposed business combination,
we will either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public
shareholders may seek to convert their public shares, regardless of whether they vote for or against, or abstain from voting on, the proposed
business combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of
taxes payable and up to $100,000 of interest released to us to pay dissolution expenses) or (2) provide our public shareholders with
the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an
amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable
and up to $100,000 of interest released to us to pay dissolution expenses), in each case subject to the limitations described herein.
Notwithstanding the foregoing, our initial shareholders have agreed, pursuant to written letter agreements with us, not to convert any
public shares held by them into their pro rata share of the aggregate amount then on deposit in the Trust Account. If
we determine to engage in a tender offer, such tender offer will be structured so that each shareholder may tender any or all of his,
her or its public shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will
seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will
be made by us based on a variety of factors such as the timing of the transaction, or whether the terms of the transaction would otherwise
require us to seek shareholder approval. If we so choose and we are legally permitted to do so, we have the flexibility to avoid a shareholder
vote and allow our shareholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act
which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC which will contain substantially the
same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will
consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely
if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination.
We chose our net tangible
asset threshold of $5,000,001 to ensure that following a business combination we would avoid being subject to Rule 419 promulgated
under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type
of working capital closing condition or requires us to have a minimum amount of funds available from the Trust Account upon consummation
of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination
(as we may be required to have a lesser number of shares converted or sold to us) and may force us to seek third party financing which
may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination
and we may not be able to locate another suitable target within the applicable time period, if at all. Public shareholders may therefore
have to wait 18 months from the closing of our IPO (or up to 24 months from the closing of our IPO if we extend the period of
time to consummate a business combination by the full amount of time) in order to be able to receive a pro rata share
of the Trust Account.
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Our initial shareholders
and our officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed business combination,
(2) not to convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination and
(3) not sell any ordinary shares in any tender in connection with a proposed initial business combination. Assuming the over-allotment option
is not exercised and the initial shareholders do not purchase any units in our IPO or units or shares in the after-market, our initial
shareholders and their permitted transferees, if any, will collectively beneficially own approximately 25% of our ordinary shares upon
the closing of our IPO (not including the private placement shares and restricted Class A ordinary shares). As a result, for purpose of
seeking shareholder approval for our initial business combination, in addition to our insider shares, we would need additional 704,541
public shares to vote in order to obtain a quorum which will be, pursuant to the amended and restated memorandum and articles of association
that we adopted upon the effectiveness of this prospectus, one third of our issued and outstanding ordinary shares entitled to vote at
the meeting. Once a quorum is obtained, (i) assuming only a quorum is present and voted at such meeting held to vote on our initial
business combination, we do not need any additional vote from public shareholders to approve the initial business combination, or (ii) assuming
all issued and outstanding shares are present and voted, we need additional 4,153,407, or 28.64%, of the 14,500,000 public shares sold
in our IPO are needed to be voted in favor of a transaction (none of our officers, directors, initial shareholders or their affiliates
has indicated any intention to purchase units in our IPO or any units or Class A ordinary shares in the open market or in private
transactions (other than the private placement units).
Redemption Rights for Public Shareholder upon
Completion of Our Initial Business Combination
In connection with a business
combination, public shareholders will have the right to convert their public shares into an amount equal to (1) the number of public
shares being converted by such public holder divided by the total number of public shares multiplied by (2) the amount then in the
Trust Account (initially $10.00 per share), which includes the deferred underwriting discounts and commissions plus a pro rata portion
of any interest earned on the funds held in the Trust Account less any amounts necessary to pay our taxes. At any meeting called to approve
an initial business combination, public shareholders may elect to convert their share regardless of whether or not they vote to approve
the business combination.
Whether we elect to effectuate
our initial business combination via shareholder vote or tender offer, we may require public shareholders wishing to exercise redemption
rights, whether they are a record holder or hold their shares in “street name,” to either tender the certificates they are
seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the transfer agent electronically using
The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior
to the vote on the business combination. There is a nominal cost associated with this tendering process and the act of certificating the
shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $120 and it would be
up to the broker whether or not to pass this cost on to the converting holder. The foregoing is different from the procedures used by
traditional blank check companies. In order to perfect redemption rights in connection with their business combinations, many traditional
blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder
could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise
its redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for it to deliver
its certificate to verify ownership. As a result, the shareholder then had an “option window” after the consummation of the
business combination during which it could monitor the price of the company’s stock in the market. If the price rose above the conversion
price, it could sell its shares in the open market before actually delivering his shares to the company for cancellation. As a result,
the redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become an “option”
right surviving past the consummation of the business combination until the converting holder delivered its certificate. The requirement
for physical or electronic delivery prior to the closing of the shareholder meeting ensures that a holder’s election to convert
is irrevocable once the business combination is completed.
Pursuant to our amended and
restated memorandum and articles of association, we are required to give a minimum of only five clear days’ notice for each general
meeting. As a result, if we require public shareholders who wish to convert their ordinary shares into the right to receive a pro rata
portion of the funds in the Trust Account to comply with the foregoing delivery requirements, holders may not have sufficient time to
receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their redemption rights
and may be forced to retain our securities when they otherwise would not want to.
If we require public shareholders
who wish to convert their ordinary shares to comply with specific delivery requirements for conversion described above and such proposed
business combination is not consummated, we will promptly return such certificates to the tendering public shareholders. Once the shares
are converted by the holder, and effectively redeemed by us under the Cayman Islands law, the transfer agent will then update our Register
of Members to reflect all conversions.
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Facilities
Our principal executive office
is located at 3rd Floor, 166 Yeongsin-ro, Yeongdengpo-gu, Seoul, 07362, and our telephone number is +82-10-8781-0823.
Employees
We have two executive officers, Mr. Sung Hyuk Lee, who is our
Chief Executive Officer, and Mr. Hoon Ji Choi, who is our Chief Financial Officer. Our officers are not obligated to devote any specific
number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they
will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage
of the business combination process the company is in. Accordingly, once management locates a suitable target business to acquire, they
will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend
more time to our affairs) than they would prior to locating a suitable target business. We presently expect our executive officers to
devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week
while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target
business for a business combination). We do not intend to have any full-time employees prior to the consummation of a business combination.