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Item 1A. Risk Factors

2023-03-14 compared with 2022-03-31 · 926 added, 2447 removed, 5 unchanged (100% of the section changed)

investment in our securities involves a high degree of risk.

You should consider carefully all of the risks described below, together

with the other information contained in this report, before making a decision to invest in our units.

If any of the following events

occur, our business, financial condition and operating results may be materially adversely affected.

In that event, the trading price

of our securities could decline, and you could lose all or part of your investment.

For risk factors related to the Business Combination,

see the Registration Statement on Form S-4 filed by the Company on September 30, 2021, and as subsequently amended.

Factor Summary

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.

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

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

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.

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.

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.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete

the most desirable business combination or optimize our capital structure.

requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage

over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination

targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms

that would produce value for our shareholders.

search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially

adversely affected by the COVID-19 outbreak and the status of debt and equity markets.

may only be able to complete one business combination with the proceeds of the IPO and the sale of the private placement units, which

will cause us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification

may negatively impact our operations and profitability.

we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may

elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public

“float” of our ordinary shares.

a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or

fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

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

To liquidate your

investment, therefore, you may be forced to sell your public shares, rights or warrants, potentially at a loss.

we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.10 per share,

or less in certain circumstances, on our redemption, and our rights and warrants will expire worthless.

the net proceeds of the IPO not being held in the trust account are insufficient to allow us to operate for at least for 12 months or

up to 21 months from the closing of the IPO if we extend the period of time to consummate a business combination, we may be unable to

complete our initial business combination.

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

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

To liquidate your

investment, therefore, you may be forced to sell your public shares, rights or warrants, potentially at a loss.

may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities

and subject us to additional trading restrictions or reduce protections under NASDAQ rules available to them.

we effect our initial business combination with a business located in the People’s Republic of China, the laws applicable to such

business will likely govern all of our material agreements and we may not be able to enforce our legal rights.

we effect our initial business combination with a business located in the PRC, we may be subject to certain risks associated with acquiring

and operating businesses in the PRC.

initial business combination may be subject to national security review by the PRC government and we may have to spend additional resources

and incur additional time delays to complete any such business combination or be prevented from pursuing certain investment opportunities.

laws and regulations governing our post-combination entity’s business operations are sometimes vague and uncertain and any changes

in such laws and regulations may impair our ability to operate profitably.

recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable

Act all call for additional and more stringent criteria to be applied to emerging market companies, including companies based in China,

upon assessing the qualification of their auditors, especially the non-U.S.

auditors who are not inspected by the PCAOB.

Risks Factors in Investing in a SPAC Entity and Completing a Business Combination

have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

were incorporated in 2018 under the laws of the Cayman Islands and to date have had no operating results, and we did not commence operations

until obtaining funding through the IPO.

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.

Although we have entered

into an agreement for a business combination as described above, consummation of the transactions contemplated by such agreements are

subject to customary conditions of respective parties including the approval of the Merger Agreement by our shareholders.

we may be unable to complete our business combination.

If we fail to complete our initial business combination, we will never generate

any operating revenues.

Our working capital position and the

requirement that we consummate an initial business combination within 21 months after the closing of our IPO give rise to substantial

doubt about our ability to continue as a going concern.

At December 31, 2021,

we had approximately $48,955 in cash outside of our trust account.

We have incurred and we expect to continue to incur significant

costs in pursuit of a business combination.

Further, we need to consummate our business combination within 12 months (or up to

21 months from the closing of our IPO if we extend the period of time to consummate a business combination) of the closing of our

IPO, and it is uncertain that we will be able to consummate a business combination within the applicable time period.

If a business

combination is not consummated within the applicable time period, we will commence a mandatory liquidation and subsequent dissolution.

These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year

after the date of our financial statements included in this report.

Our financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

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

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

may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder

approval under applicable Cayman Islands law or the rules of the NASDAQ or if we decide to hold a shareholder vote for business or other

Examples of transactions that would not ordinarily require shareholder approval include asset acquisitions and share purchases,

while transactions such as direct mergers with our company or transactions where we issue more than 20% of our outstanding shares would

require shareholder.

For instance, the NASDAQ rules currently allow us to engage in a tender offer in lieu of a shareholder meeting but

would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our outstanding shares to a target

business as consideration in any business combination.

Therefore, if we were structuring a business combination that required us to issue

more than 20% of our outstanding shares, we would seek shareholder approval of such business combination.

Except as required by law or

NASDAQ rules, 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, solely in our discretion, and will be based on a variety of factors,

such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval.

Accordingly, we may consummate our initial business combination even if holders of a majority of the issued and outstanding ordinary

shares do not approve of the business combination we consummate.

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.

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

We expect that our sponsor and its permitted transferees will own approximately 22.90 % of our issued and outstanding ordinary

shares at the time of any such shareholder vote (taking into account ownership of the private placement units).

As a result, in addition

to our initial shareholder’s founder shares, we would need only approximately 27.1% of the 5,750,000 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

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.

sponsor has the right to extend the term we have to consummate our initial business combination, without providing our stockholders with

redemption rights.

We initial had until 12 months

from the closing of the IPO to consummate our initial business combination.

However, if we anticipate that we may not be able to consummate

our initial business combination within 12 months, we may, 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 21

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 report.

Our stockholders 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.

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 the company’s period to complete a business combination requires

a vote of the company’s stockholders and stockholders 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 the company to fund extension payments.

In order to extend the time

frame, our sponsor (or its affiliates or designees) must deposit into the trust account $191,667 (approximately $0.033 per public share)

per month, up to an aggregate of $1,725,000, or $0.30 per public share (representing the entire 9 months’ extension), on or prior

to the date of the applicable deadline, for each extension.

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.

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

our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

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.

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.

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

be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.

Furthermore, in

no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting

commissions, to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject to the SEC’s

“penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating

to our initial business combination.

Consequently, if accepting all properly submitted redemption requests would cause our net tangible

assets to be less than $5,000,001 upon consummation of our initial business combination or such greater amount necessary to satisfy a

closing condition as described above, we would not proceed with such redemption and the related business combination and may instead

search for an alternate business combination.

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

a business combination transaction with us.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete

the most desirable business combination or optimize our capital structure.

the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption

rights, and therefore we will need to structure the transaction based on our expectations as to the number of shares that will be submitted

for redemption.

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the

purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust

account to meet such requirements, or arrange for third party financing.

In addition, if a larger number of shares are submitted for

redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust

account or arrange for third party financing.

Raising additional third-party financing may involve dilutive equity issuances or the incurrence

of indebtedness at higher than desirable levels.

The above considerations may limit our ability to complete the most desirable business

combination available to us or optimize our capital structure.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability

that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or

requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful

is increased.

If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until

we liquidate the trust account.

If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;

however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account.

In either situation,

you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate

or you are able to sell your shares in the open market.

requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage

over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination

targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms

that would produce value for our shareholders.

potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete

our initial business combination within 12 months from the closing of the IPO (or up to 21 months from the closing of the IPO if we extend

the period of time to consummate a business combination).

Consequently, such target business may obtain leverage over us in negotiating

a business combination, knowing that if we do not complete our initial business combination with that particular target business, we

may be unable to complete our initial business combination with any target business.

This risk will increase as we get closer to the

timeframe described above.

In addition, we may have limited time to conduct due diligence and may enter into our initial business combination

on terms that we would have rejected upon a more comprehensive investigation.

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, in which case our public shareholders may only

receive $10.10 per share, or less than such amount in certain circumstances, and our rights and warrants will expire worthless.

sponsor, officers and directors have agreed that we must complete our initial business combination within 12 months from the closing

of the IPO (or up to 21 months from the closing of the IPO if we extend the period of time to consummate a business combination).

may not be able to find a suitable target business and complete our initial business combination within such time period.

not completed our initial business combination within such time period, we will:

(i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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.

In such case, our public shareholders may only receive $10.10 per share, and our rights and warrants will expire worthless.

circumstances, our public shareholders may receive less than $10.10 per share on the redemption of their shares.

If third parties bring

claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders

may be less than $10.10 per share” and other risk factors herein.

search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially

adversely affected by the COVID-19 outbreak and the status of debt and equity markets.

December 2019, a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout the world.

On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of International

Concern.” On January 31, 2020, U.S.

Health and Human Services Secretary Alex M.

Azar II declared a public health emergency for

the United States to aid the U.S.

healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization

characterized the outbreak as a “pandemic.” The COVID-19 outbreak has resulted in a widespread health crisis that has adversely

affected economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business of any

potential target business with which we consummate a business combination could be, or may already have been, materially and adversely

Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel

or limit the ability to have meetings with potential investors, or the target company’s personnel, vendors and services providers

are unavailable to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business

combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may

emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions

posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination,

or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted

by COVID-19 and other events, including as a result of increased market volatility and decreased market liquidity and third-party financing

being unavailable on terms acceptable to us or at all.

sponsor may decide not to extend the term we have to consummate our initial business combination, 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 the warrants and rights will be worthless.

We will have until 12

months from the closing of the IPO to consummate our initial business combination.

However, if we anticipate that we may not be able to

consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the

period of time to consummate a business combination up to nine times, each by an additional one month (for a total of up to 21 months

to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below.

for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees

must deposit into the trust account $191,667 (approximately $0.033 per public share), up to an aggregate of $1,725,000, or $0.30 per public

share, on or prior to the date of the applicable deadline, for each extension.

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

from our sponsor or its affiliates or designees to us.

The terms of the promissory note to be issued in connection with any such loans

have not yet been negotiated other than that any such loan would be interest free and not be repaid unless we consummate a business combination.

Consequently, such loans might not be made on the terms described in this report.

Our sponsor and its affiliates or designees are not

obligated to fund the trust account to extend the time for us to complete our initial business combination.

Our sponsor and its affiliates

or designees may not be financially capable of further funding the cash we need in order to make the extension.

If we are unable to consummate

our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten

business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably

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

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 event, the warrants and rights will be worthless.

we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may

elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public

“float” of our ordinary shares.

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

combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in

privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination,

although they are under no obligation to do so.

Such a purchase may include a contractual acknowledgement that such shareholder, although

still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions

from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to

revoke their prior elections to redeem their shares.

The price per share paid in any such transaction may be different than the amount

per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination.

The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of

obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires

us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that

such requirement would otherwise not be met.

This may result in the completion of our initial business combination that may not otherwise

have been possible.

addition, if such purchases are made, the public “float” of our ordinary shares and the number of beneficial holders of our

securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on

a national securities exchange.

a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or

fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business

Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable,

such shareholder may not become aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials,

as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe

the various procedures that must be complied with in order to validly tender or redeem public shares.

In the event that a shareholder

fails to comply with these procedures, its shares may not be redeemed.

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

To liquidate your

investment, therefore, you may be forced to sell your public shares, rights or warrants, potentially at a loss.

public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of:

(i) the completion of

our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to

amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem

100% of our public shares if we do not complete our initial business combination within 12 months from the closing of the IPO (or up

to 21 months from the closing of the IPO if we extend the period of time to consummate a business combination) or (B) with respect to

any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of our

public shares if we are unable to complete our initial business combination within 12 months from the closing of the IPO (or up to 21

months from the closing of the IPO if we extend the period of time to consummate a business combination), subject to applicable law and

as further described herein.

In no other circumstances will a public shareholder have any right or interest of any kind in the trust

Accordingly, to liquidate your investment, you may be forced to sell your public shares, rights or warrants, potentially at

may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities

and subject us to additional trading restrictions or reduce protections under NASDAQ rules available to them.

securities are listed on the NASDAQ.

We cannot assure you that our securities will continue to be listed on NASDAQ in the future

or prior to our initial business combination.

In order to continue listing our securities on NASDAQ prior to our initial business combination,

we must maintain certain financial, distribution and stock price levels.

Generally, we must maintain a minimum amount in shareholders’

equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).

Additionally, following

closing of our initial business combination, we will be required to demonstrate compliance with NASDAQ’s initial listing requirements

on a post-closing basis, which are more rigorous than NASDAQ’s continued listing requirements, in order to continue to maintain

the listing of our securities on NASDAQ.

For instance, after closing, our stock price would generally be required to be at least $4.00

per share, our shareholders’ equity would generally be required to be at least $5.0 million and we would be required to have a

minimum of 300 round lot holders of our securities.

We cannot assure you that we will be able to meet those initial listing requirements

at that time.

NASDAQ delists our securities prior to closing of any business combination, we and our investors could be subject to the following adverse

consequences:

limited availability of market quotations for our securities;

liquidity for our securities;

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

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

lack of protection afforded under NASDAQ rules that requires any business combination have a fair market value of at least 80% of the

assets held in trust.

NASDAQ delists our securities from trading on its exchange following the closing of our business combination and we are not able to list

our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market.

were to occur, we could face significant material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

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

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

limited amount of news and analyst coverage;

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

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the

sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually

our ordinary shares, rights and warrants will be listed on NASDAQ, our units, ordinary shares, rights and warrants will be covered securities.

Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate

companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the

sale of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict the

sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check

companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies

in their states.

Further, if we were no longer listed on NASDAQ, our securities would not be covered securities and we would be subject

to regulation in each state in which we offer our securities, including in connection with our initial business combination.

will not be entitled to protections normally afforded to investors of many other blank check companies.

the net proceeds of the IPO and the sale of the private placement units are intended to be used to complete an initial business combination

with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States

securities laws.

However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of the IPO

and the sale of the private placement units and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating

this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

investors will not be afforded the benefits or protections of those rules.

Among other things, this means our units will be immediately

tradable and we may have a longer period of time to complete our initial business combination than do companies subject to Rule 419.

Moreover, if the IPO were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust

account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business

we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,

and if you or a “group” of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability

to redeem all such shares in excess of 15% of our ordinary shares.

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

combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public

shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as

a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect

to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as the “Excess Shares.” However, we would

not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business

Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business

combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally,

you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.

as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required

to sell your shares in open market transactions, potentially at a loss.

we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.10 per share,

or less in certain circumstances, on our redemption, and our rights and warrants will expire worthless.

expect to encounter intense competition from other entities having a business objective similar to ours, including private investors

(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing

for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience

in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial

resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous target

businesses we could potentially acquire with the net proceeds of the IPO and the sale of the private placement units, our ability to

compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

if we are obligated to pay cash for the ordinary shares redeemed and, in the event we seek shareholder approval of our initial business

combination, we make purchases of our ordinary shares, potentially reducing the resources available to us for our initial business combination.

Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

If we are unable

to complete our initial business combination, our public shareholders may receive only approximately $10.10 per share (or less in certain

circumstances) on the liquidation of our trust account and our rights and warrants will expire worthless.

In certain circumstances, our

public shareholders may receive less than $10.10 per share on the redemption of their shares.

If the net proceeds of the IPO not being

held in the trust account are insufficient to allow us to operate for at least for 12 months or up to 21 months from the closing of the

IPO if we extend the period of time to consummate a business combination, we may be unable to complete our initial business combination.

funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 12 months (or up

to 21 months from the closing of the IPO if we extend the period of time to consummate a business combination), assuming that our initial

business combination is not completed during that time.

We expect to incur significant costs in pursuit of our acquisition plans.

our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated

parties necessary to fund our expenses.

Any such event in the future may negatively impact the analysis regarding our ability to continue

as a going concern at such time.

believe that, upon the closing of the IPO, the funds available to us outside of the trust account, will be sufficient to allow

us to operate for at least the next 12 months (or up to 21 months from the closing of the IPO if we extend the period of time

to consummate a business combination);

however, we cannot assure you that our estimate is accurate.

Of the funds available to

us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters

of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms

more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have

any current intention to do so.

If we entered into a letter of intent where we paid for the right to receive exclusivity from

a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might

not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are unable

to complete our initial business combination, our public shareholders may receive only approximately $10.10 per share (or less

in certain circumstances) on the liquidation of our trust account and our rights and warrants will expire worthless.

In such case,

our public shareholders may only receive $10.10 per share, and our rights and warrants will expire worthless.

In certain circumstances,

our public shareholders may receive less than $10.10 per share on the redemption of their shares.

If third parties bring claims

against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders

may be less than $10.10 per share” and other risk factors herein.

the net proceeds of the IPO and the sale of the private placement units not being held in the trust account are insufficient, it could

limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we

will depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination.

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

In the event that our

offering expenses exceed our estimate of $480,000, we may fund such excess with funds not to be held in the trust account.

In such case,

the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount.

Conversely, in the event

that the offering expenses are less than our estimate of $480,000, the amount of funds we intend to be held outside the trust account

would increase by a corresponding amount.

If we are required to seek additional capital, we would need to borrow 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.

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 approximately $10.10 per share (or

less in certain circumstances) on our redemption of our public shares, and our rights and warrants will expire worthless.

In such case,

our public shareholders may only receive $10.10 per share, and our rights and warrants will expire worthless.

In certain circumstances,

our public shareholders may receive less than $10.10 per share on the redemption of their shares.

If third parties bring claims against

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

than $10.10 per share” and other risk factors herein.

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.

if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface

all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues

through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later

As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment

or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected

risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature

could contribute to negative market perceptions about us or our securities.

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 could suffer a reduction in the value of their shares.

Such shareholders are unlikely to have a remedy for such reduction

Our private placement warrants are classified as a liability;

we will have to incur significant expense in valuing such liabilities

on a quarterly and annual basis, and the resulting liability is and will be reflected on our financial statements, and such classification

may make it more difficult for us to complete an initial business combination.

April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations

for Warrants issued by Special Purpose Acquisition Companies (“SPACs”).

In the statement, the SEC staff expressed its view

that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s

balance sheet as opposed to equity.

If applicable, the warrants should be classified as a liability measured at fair value, with changes

in fair value required to be reflected in the SPACs quarterly and annual financial statements.

We have determined to classify our private placement warrants as a liability on our financial statements.

We will have to incur significant expense in valuing

such liabilities on a quarterly and annual basis, and such liability is and will be reflected on our financial statements, and such classification

and ongoing expense may make it more difficult for us to complete an initial business combination.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received

by shareholders may be less than $10.10 per share.

placing of funds in the trust account may not protect those funds from third-party claims against us.

Although we will seek to have all

vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving

any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders,

such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims

against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar

claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim

against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement waiving such claims

to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter

into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would

be significantly more beneficial to us than any alternative.

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant

whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would

agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,

any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

Upon redemption

of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise

of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors

that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount

received by public shareholders could be less than the $10.10 per share initially held in the trust account, due to claims of such creditors.

sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to

us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in

the trust account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as

of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest

which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access

to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including

liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,

our sponsor will not be responsible to the extent of any liability for such third party claims.

We have not independently verified

whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are

securities of our company.

Our sponsor may not have sufficient funds available to satisfy those obligations.

We have not asked our sponsor

to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations.

As a result, if any such

claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could

be reduced to less than $10.10 per public share.

In such event, we may not be able to complete our initial business combination, and

you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors

will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in

the trust account available for distribution to our public shareholders.

the event that the proceeds in the trust account are reduced below the lesser of (i) $10.10 per public share or (ii) such lesser amount

per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust

assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its

obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether

to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors

would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent

directors in exercising their business judgment may choose not to do so in any particular instance.

If our independent directors choose

not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders

may be reduced below $10.10 per share.

after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board

of Directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors

and us to claims of punitive damages.

after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor

and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy

court could seek to recover all amounts received by our shareholders.

In addition, our Board of Directors may be viewed as having breached

its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by

paying public shareholders from the trust account prior to addressing the claims of creditors.

before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our

shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be

before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy

law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders

in connection with our liquidation may be reduced.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

● restrictions

on the nature of our investments;

● restrictions

on the issuance of securities;

of which may make it difficult for us to complete our business combination.

addition, we may have imposed upon us burdensome requirements, including:

● registration

as an investment company;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations.

do not believe that our anticipated principal activities will subject us to the Investment Company Act.

The proceeds held in the trust

account may be invested by the trustee only in United States government treasury bills with a maturity of 180 days or less or in money

market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company

Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the

exemption provided in Rule 3a-1 promulgated under the Investment Company Act.

If we were deemed to be subject to the Investment Company

Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may

hinder our ability to complete a business combination.

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

may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation of our trust account and our rights

and warrants will expire worthless.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results

of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we will be required to comply

with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult,

time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and

those changes could have a material adverse effect on our business, investments and results of operations.

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.

we are unable to consummate our initial business combination within 12 months (or up to 21 months from the closing of the IPO if we extend

the period of time to consummate a business combination) of the closing of the IPO, our public shareholders may be forced to wait beyond

such 12 months (or up to 21 months) before redemption from our trust account.

we are unable to consummate our initial business combination within 12 months from the closing of the IPO (or up to 21 months from the

closing of the IPO if we extend the period of time to consummate a business combination), we will distribute the aggregate amount then

on deposit in the trust account (less the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders

by way of redemption and cease all operations except for the purposes of winding up of our affairs.

Any redemption of public shareholders

from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association

prior to any voluntary winding up.

If we are required to windup, liquidate the trust account and distribute such amount therein, pro

rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with

the applicable provisions of the Companies Law.

In that case, investors may be forced to wait beyond the initial 12 months (or up to

21 months) before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata

portion of the proceeds from our trust account.

We have no obligation to return funds to investors prior to the date of our redemption

or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought

to redeem their ordinary shares.

Only upon our redemption or any liquidation will public shareholders be entitled to distributions if

we are unable to complete our initial business combination.

shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares.

we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment

if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall

due in the ordinary course of business.

As a result, a liquidator could seek to recover all amounts received by our shareholders.

our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and

thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims

of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

We and our directors and officers who

knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to

pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,292.68

and to imprisonment for five years in the Cayman Islands.

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

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, we would

expect to hold a special meeting of shareholders to obtain consent of our shareholders.

Therefore, we may complete a business combination

without holding an annual meeting of shareholders.

There is no requirement under the Companies Law 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.

We have not registered the ordinary shares

issuable upon exercise of the warrants sold in our IPO under the Securities Act or any state securities laws at this time, and such registration

may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants

except on a cashless basis and potentially causing such warrants to expire worthless.

We did not register the ordinary

shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at the time of completion of the IPO.

However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business

days after the closing of our initial business combination, we will use our best efforts to file, and within 60 business days following

our initial business combination to have declared effective, a registration statement covering such shares and maintain a current prospectus

relating to the ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions

of the warrant agreement.

We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent

a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated

by reference therein are not current or correct or the SEC issues a stop order.

If the shares issuable upon exercise of the warrants are

not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis.

no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to

exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of

the state of the exercising holder, or an exemption is available.

Notwithstanding the foregoing, if a registration statement covering

the ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our

initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period

when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption

provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

If that exemption, or another exemption,

is not available, holders will not be able to exercise their warrants on a cashless basis.

We will use our best efforts to register or

qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In no event will we be required to net

cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register

or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available.

If the issuance of

the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of

such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In such event, holders

who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the ordinary shares

included in the units.

If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares

upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to

effect such registration or qualification.

We will use our best efforts to register or qualify such shares under the blue sky laws of

the state of residence in those states in which the warrants were offered by us in the IPO.

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.

we enter into a definitive 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.

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.

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.

to an agreement to be entered into concurrently with the issuance and sale of the securities in the IPO, our sponsor and its permitted

transferees can demand that we register their founder shares.

In addition, holders of our private placement units and their permitted

transferees can demand that we register the private placement units and their underlying securities, and holders of units that may be

issued upon conversion of working capital loans, may demand that we register such units and their underlying securities.

the cost of registering these securities.

The registration and availability of such a significant number of securities for trading in

the public market may have an adverse effect on the market price of our ordinary shares.

In addition, the existence of the registration

rights may make our initial business combination more costly or difficult to conclude.

This is because the shareholders of the target

business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact

on the market price of our ordinary shares that is expected when the ordinary shares owned by our sponsor, holders of our private placement

units or holders of our working capital loans or their respective permitted transferees are registered.

we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination,

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

may seek to complete a business combination with an operating company in any industry or sector.

However, we will not, under our amended

and restated memorandum and articles of association, be permitted to effectuate our initial business combination with another blank check

company or similar company with nominal operations.

Because we have not yet identified or approached any specific target business with

respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s

operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we complete our initial business

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

For example, if we combine

with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks

inherent in the business and operations of a financially unstable entity.

Although our officers and directors will endeavor to evaluate

the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant

risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control

and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We also cannot

assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such

opportunity were available, in a business combination target.

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.

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

regarding performance by, or businesses associated with, our management team and their affiliates is presented for informational purposes

Past performance by our management team, including their affiliates’ past performance, is not a guarantee either (i) of success

with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial

business combination.

You should not rely on the historical record of our management team and their affiliates as indicative of our future

Additionally, in the course of their respective careers, members of our management team have been involved in businesses

and deals that were unsuccessful.

Except for Mr.

Jun Liu and Teddy Zheng, none of our officers or directors has had experience operating

a blank check company in the past.

may seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.

will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented

to us and we determine that such candidate offers an attractive acquisition opportunity for our company.

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 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.

Accordingly, any shareholders who choose to remain shareholders following our

initial 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.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may

enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target

business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria

and guidelines.

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.

If we complete our initial

business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a

combination with a business that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business

combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their

redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a

minimum net worth or a certain amount of cash.

In addition, if shareholder approval of the transaction is required by law, or we decide

to obtain shareholder approval for business or other legal 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.

If we are unable to complete

our initial business combination, our public shareholders may receive only approximately $10.10 per share on the liquidation of our trust

account and our rights and warrants will expire worthless.

may seek acquisition opportunities with a financially unstable business or an entity lacking an established record of revenue or earnings.

the extent we complete our initial business combination with 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.

include volatile revenues or earnings and difficulties in obtaining and retaining key personnel.

Although our officers and directors

will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all

of the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be

outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target

are not required to obtain an opinion from an independent investment banking or from an independent accounting firm, and consequently,

you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial

point of view.

we complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the

fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking

firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an

independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view.

If no opinion

is obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion

in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary

greatly in outcome from one another.

Such standards used will be disclosed in our tender offer documents or proxy solicitation materials,

as applicable, related to our initial business combination.

However, if our Board of Directors is unable to determine the fair value

of an entity with which we seek to complete an initial business combination based on such standards, we will be required to obtain an

opinion as described above.

may issue additional ordinary or preference shares to complete our initial business combination or under an employee incentive plan after

completion of our initial business combination.

Any such issuances would dilute the interest of our shareholders and likely present other

Our amended and restated memorandum

and articles of association authorizes the issuance of up to 500,000,000 ordinary shares, par value $0.0001 per share.

Immediately after

the IPO, there will be 488,929,700 authorized but unissued ordinary shares available for issuance, which amount takes into account shares

reserved for issuance upon exercise of outstanding warrants and conversion of outstanding rights.

may issue a substantial number of additional ordinary shares, and may issue preference shares, in order to complete our initial business

combination or under an employee incentive plan after completion of our initial business combination.

However, our amended and restated

memorandum and articles of association provides, among other things, that prior to our initial business combination, we may not issue

additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial

business combination.

The issuance of additional ordinary shares or preference shares:

significantly dilute the equity interest of investors in our IPO;

subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary

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

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

adversely affect prevailing market prices for our units, ordinary shares and/or warrants.

may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S.

federal income tax consequences

we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.

holder of our ordinary shares,

rights or warrants, the U.S.

holder may be subject to adverse U.S.

federal income tax consequences and may be subject to additional reporting

requirements.

Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception.

Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be

any assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our status as

a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable year, however, will not be

determinable until after the end of such taxable year.

Moreover, if we determine we are a PFIC for any taxable year, we will endeavor

to provide to a U.S.

holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual

information statement, in order to enable the U.S.

holder to make and maintain a “qualified electing fund” election, but

there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect

to our warrants in all cases.

holders to consult their own tax advisors regarding the possible application of the PFIC rules

to holders of our ordinary shares, rights and warrants.

may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in

taxes imposed on shareholders.

may, in connection with our initial business combination and subject to requisite shareholder approval under the Cayman Islands Companies

Act, reincorporate in the jurisdiction in which the target company or business is located.

The transaction may require a shareholder

to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it

is a tax transparent entity.

We do not intend to make any cash distributions to shareholders to pay such taxes.

Shareholders may be subject

to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate

and acquire or merge with another business.

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

receive only approximately $10.10 per share, or less than such amount in certain circumstances, on the liquidation of our trust account

and our rights and warrants will expire worthless.

anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys and others.

If we decide not to complete a specific initial business combination, the costs incurred up to that point for the

proposed transaction likely would not be recoverable.

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.

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

approximately $10.10 per share on the liquidation of our trust account and our rights and warrants will expire worthless.

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

operations are dependent upon a relatively small group of individuals and, in particular, Mr.

Liu and our other officers and directors.

We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial

business combination.

In addition, our officers and directors are not required to commit any specified amount of time to our affairs

and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying

potential business combinations and monitoring the related due diligence.

We do not have an employment agreement with, or key-man insurance

on the life of, any of our directors or officers.

The unexpected loss of the services of one or more of our directors or officers could

have a detrimental effect on us.

ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts

of our key personnel, some of whom may join us following our initial business combination.

The loss of key personnel could negatively

impact the operations and profitability of our post-combination business.

ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel.

The role of our key

personnel in the target business, however, cannot presently be ascertained.

Although some of our key personnel may remain with the target

business in senior management or advisory positions following our initial business combination, it is likely that some or all of the

management of the target business will remain in place.

While we intend to closely scrutinize any individuals we engage after our initial

business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be

unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources

helping them become familiar with such requirements.

key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them

to have conflicts of interest in determining whether a particular business combination is the most advantageous.

key personnel may be able to remain with the company after the completion of our initial business combination only 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 such individuals to receive compensation in the form of cash payments

and/or our securities for services they would render to us after the completion of the business combination.

The personal and financial

interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary

duties under Cayman Islands law.

However, we believe the ability of such individuals to remain with us after the completion of our initial

business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business

There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us.

The determination

as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business

combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the

target business’s management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities

of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities

we suspected.

Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company,

the operations and profitability of the post-combination business may be negatively impacted.

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.

officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a

business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidates’ key personnel upon the completion of our initial business combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition

candidate will not wish to remain in place.

officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to

how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial

business combination.

officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest

in allocating their time between our operations and our search for a business combination and their other businesses.

We do not intend

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

Each of our officers is engaged in several

other business endeavors for which he or she may be entitled to substantial compensation and our officers are not obligated to contribute

any specific number of hours per week to our affairs.

Our independent directors also serve as officers and board members for other entities.

If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs

in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact

on our ability to complete our initial business combination.

of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities

similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular

business opportunity should be presented.

the completion of the IPO and until we consummate our initial business combination, we intend to engage in the business of identifying

and combining with one or more businesses.

Our sponsor and officers and directors are, or may in the future become, affiliated with other

blank check companies like ours or other entities (such as operating companies or investment vehicles) that are engaged in making and

managing investments in a similar business.

officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other

entities to which they owe certain fiduciary or contractual duties.

Accordingly, they may have conflicts of interest in determining to

which entity a particular business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential

target business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman

officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our

have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect

pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or

have an interest.

In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors

or officers, although we do not intend to do so.

Nor do we have a policy that expressly prohibits any such persons from engaging for

their own account in business activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between

their interests and ours.

may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated

with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses

affiliated with our sponsor, officers and directors.

Our officers and directors also serve as officers and board members for other entities.

Such entities may compete with us for business combination opportunities.

Our sponsor, officers and directors are not currently aware

of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and

there have been no preliminary discussions concerning a business combination with any such entity or entities.

Although we will not be

specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined

that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our disinterested

Despite our agreement to obtain an opinion from an independent investment banking firm or another independent firm that commonly

renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, regarding the fairness

to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated

with our officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the

business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict

of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

January 6, 2021, our sponsor purchased an aggregate of 1,150,000 founder shares for an aggregate purchase price of $25,000, or approximately

$0.02 per share.

On March 26, 2021, we issued an additional 287,500 in connection with a recapitalization of the Company.

has had no operations to date and was minimally capitalized with a minimal amount of funds from our sponsor in the period ended March

The founder shares will be worthless if we do not complete an initial business combination.

In addition, our sponsor has purchased

an aggregate of 270,500 private placement units, for a purchase price of $2,705,000 in the aggregate, or $10.00 per unit, that will also

be worthless if we do not complete a business combination.

private placement unit consists of one private placement share, one private placement right, granting the holder thereof the right to

receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination, and one private placement warrant.

Each private placement warrant may be exercised for one-half of one ordinary share at a price of $11.50 per whole share, subject to adjustment

as provided herein.

founder shares are identical to the ordinary shares included in the units being sold in the IPO except that (i) the founder shares are

subject to certain transfer restrictions and (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant

to which they have agreed (A) to waive their redemption rights with respect to their founder shares, private placement shares and public

shares in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to any

founder shares, private placement shares and public shares held by them in connection with a stockholder vote to approve an amendment

to our amended and restated memorandum and articles of association (x) to modify the substance or timing of our obligation to provide

for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if

we have not consummated our initial business combination within the timeframe set forth therein or (y) with respect to any other provision

relating to stockholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions

from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business

combination within 12 months from the closing of the IPO (or up to 21 months from the closing of the IPO if we extend the period of time

to consummate a business combination) (although they will be entitled to liquidating distributions from the trust account with respect

to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business

combination, completing an initial business combination and influencing the operation of the business following the initial business

our sponsor, officers and directors may not be eligible to be reimbursed for their out-of-pocket expenses if our initial business combination

is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for

our initial business combination.

the closing of our initial business combination, our sponsor, officers and directors, or any of their respective affiliates, will be

reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses

incurred in connection with activities on our behalf.

These financial interests of our sponsor, officers and directors may influence

their motivation in identifying and selecting a target business combination and completing an initial business combination.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely

affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

we have no commitments as of the date of this report to issue any notes or other debt securities, or to otherwise incur outstanding debt

following the IPO, we may choose to incur substantial debt to complete our initial business combination.

We have agreed that we will

not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or

to the monies held in the trust account.

As such, no issuance of debt will affect the per-share amount available for redemption from

the trust account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

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

● acceleration

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

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

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

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

while the debt security is outstanding;

inability to pay dividends on our ordinary shares;

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

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

● limitations

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

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

● limitations

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

of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

may only be able to complete one business combination with the proceeds of the IPO and the sale of the private placement units, which

will cause us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification

may negatively impact our operations and profitability.

the net proceeds from the IPO and the sale of the private placement units, $58,075,000 were available to complete our business combination

and pay related fees and expenses (which includes up to approximately up to $1,437,500 for the payment of deferred underwriting commissions.)

may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within

a short period of time.

However, we may not be able to effectuate our initial business combination with more than one target business

because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma

financial statements with the SEC that present operating results and the financial condition of several target businesses as if they

had been operated on a combined basis.

By completing our initial business combination with only a single entity our lack of diversification

may subject us to numerous economic, competitive and regulatory risks.

Further, we would not be able to diversify our operations or benefit

from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several

business combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success may

dependent upon the performance of a single business, property or asset;

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

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

adverse impact upon the particular industry in which we may operate subsequent to our business combination.

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete

our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

we determine to simultaneously acquire several businesses that 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 business combinations, which may make

it more difficult for us, and delay our ability, to complete our initial business combination.

With multiple business combinations, 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.

If we are unable to adequately address these risks,

it could negatively impact our profitability and results of operations.

may attempt to complete our initial business combination with a private company about which little information is available, which may

result in a business combination with a company that is not as profitable as we suspected, if at all.

pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company.

public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential

initial business combination on the basis of limited information, which may result in a business combination with a company that is not

as profitable as we suspected, if at all.

management may not be able to maintain control of a target business after our initial business combination.

We cannot provide assurance

that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably

operate such business.

may structure a business combination so that the post-transaction company in which our public shareholders own shares will own

less than 100% of the equity interests or assets of a target business, 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 us not to be required to register as an investment company under the Investment

In the event that we acquire assets, we would expect to acquire assets that allow us to constitute an operating business.

We will not consider any transaction that does not meet such criteria.

Even if the post-transaction company owns 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 business combination 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 ordinary shares in exchange for all of

the outstanding capital stock of a target.

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

However, as a result

of the issuance of a substantial number of new ordinary shares, our shareholders immediately prior to such transaction could own

less than a majority of our issued and outstanding ordinary shares subsequent to such transaction.

In addition, other minority

shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s

stock than we initially acquired.

Accordingly, this may make it more likely that our management will not be able to maintain our

control of the target business.

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete

a business combination with which a substantial majority of our shareholders do not agree.

amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that in

no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting

commissions, to be less than $5,000,001 upon consummation of our initial business combination (such that we are not subject to the SEC’s

“penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating

to our initial business combination.

As a result, we may be able to complete our initial business combination even though 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 pursuant to the

tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors

or their affiliates.

In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly

submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination

exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all ordinary

shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

may view our units as less attractive than those of other blank check companies.

other blank check companies that sell units comprised of shares and warrants each to purchase one full share in their initial public

offerings, we are selling units comprised of ordinary shares, rights entitling the holder to receive one-tenth (1/10) of one ordinary

share, and warrants to purchase one-half (½) of one ordinary share.

The rights and warrants will not have any voting rights and

will expire and be worthless if we do not consummate an initial business combination.

Furthermore, no fractional shares will be issued

upon exercises of the warrants and it is not our intent to issue fractional shares upon conversion of any rights.

As a result, unless

you acquire at least two warrants, you will not be able to receive a share upon exercise of your warrants and if you acquire less than

ten rights, you may, in our discretion, not receive one whole share.

Any rounding down and extinguishment may be done with or without

any in lieu cash payment or other compensation being made to the holder of the relevant rights.

Accordingly, investors in the IPO will

not be issued the same securities as part of their investment as they may have in other blank check company offerings, which may have

the effect of limiting the potential upside value of your investment in our company.

each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units

of other blank check companies.

unit contains one-half of one redeemable warrant.

No fractional warrants will be issued upon separation of the units and only whole warrants

Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.

This is different

from other offerings similar to ours whose units include one share and one warrant to purchase one whole share.

We have established the

components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination

since the warrants will be exercisable in the aggregate for one half of the number of shares compared to units that each contain a warrant

to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses.

Nevertheless, this unit

structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

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

charters and modified governing instruments.

We cannot assure you that we will not seek to amend our amended and restated memorandum

and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination

that our shareholders may not support.

order to effectuate a business combination, blank check companies have, in the past, amended various provisions of their charters and

modified governing instruments.

For example, blank check companies have amended the definition of business combination, increased redemption

thresholds and extended the period of time in which it had to consummate a business combination.

We cannot assure you that we will not

seek to amend our amended and restated memorandum and articles of association or governing instruments or extend the time in which we

have to consummate a business combination through amending our amended and restated memorandum and articles of association, each of which

will require a special resolution of our shareholders as a matter of Cayman Islands law, meaning a resolution passed by holders of at

least two thirds of our ordinary shares who are eligible to vote and attend and vote in a general meeting of the company’s shareholders.

provisions of our amended and restated memorandum and articles of association that relate to our pre-initial business combination activity

(and corresponding provisions of the agreement governing the release of funds from our trust account), including an amendment to permit

us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation

is substantially reduced or eliminated, may be amended with the approval of holders of at least two-thirds of our ordinary shares who

attend and vote in a general meeting, which is a lower amendment threshold than that of some other blank check companies.

It may be easier

for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the

completion of an initial business combination that some of our shareholders may not support.

other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those

which relate to a company’s pre-initial business combination activity, without approval by a certain percentage of the company’s

shareholders.

In those companies, amendment of these provisions requires approval by between 90% and 100% of the company’s public

shareholders.

Our amended and restated memorandum and articles of association provides that any of its provisions, including those related

to pre-initial business combination activity (including the requirement to deposit proceeds of the IPO and the private placement of warrants

into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders

as described herein and in our amended and restated memorandum and articles of association or an amendment to permit us to withdraw funds

from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced

or eliminated), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general

meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if

approved by holders of 65% of our ordinary shares.

We may not issue additional securities that can vote on amendments to our amended

and restated memorandum and articles of association.

Our sponsor, which will beneficially own approximately 22.90% of our ordinary shares

upon the closing of the IPO (assuming it does not purchase units in the IPO and taking into account ownership of the private placement

units), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement

and will have the discretion to vote in any manner it chooses.

As a result, we may be able to amend the provisions of our amended and

restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank

check companies, and this may increase our ability to complete a business combination with which you do not agree.

Our shareholders may

pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

agreements related to the IPO may be amended without shareholder approval.

agreements, including the underwriting agreement relating to the IPO, the investment management trust agreement between us, Wilmington

Trust, National Association and Vstock Transfer LLC, the letter agreement among us and our sponsor, officers, directors and director

nominees, the registration rights agreement among us and our sponsor and the administrative services agreement between us and our sponsor,

may be amended without shareholder approval.

These agreements contain various provisions that our public shareholders might deem to be

For example, the underwriting agreement related to the IPO contains a covenant that the target company that we acquire must

have a fair market value equal to at least 80% of the balance in the trust account at the time of signing the definitive agreement for

the transaction with such target business (excluding the deferred underwriting commissions and taxes payable on the income earned on

the trust account) so long as we obtain and maintain a listing for our securities on the NASDAQ.

While we do not expect our board to

approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board, in exercising

its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection

with the consummation of our initial business combination.

Any such amendment may have an adverse effect on the value of an investment

in our securities.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target

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

we believe that the net proceeds of the IPO and the sale of the private placement units will be sufficient to allow us to complete our

initial business combination, we cannot ascertain the capital requirements for any particular transaction.

If the net proceeds of the

IPO and the sale of the private placement units prove to be insufficient, either because of the size of our initial business combination,

the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of

shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions

to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon

the proposed business combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled

to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.

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

to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse effect

on the continued development or growth of the target business.

None of our officers, directors or shareholders is required to provide

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

If we are unable to complete our initial business combination,

our public shareholders may only receive approximately $10.10 per share on the liquidation of our trust account, and our rights and warrants

will expire worthless.

In certain circumstances, our public shareholders may receive less than $10.10 per share on the redemption of

their shares.

sponsor paid an aggregate of $25,000, or approximately $0.02 per founder share, and, accordingly, you will experience immediate and substantial

dilution upon the purchase of our ordinary shares.

difference between the public offering price per share (allocating all of the unit purchase price to the ordinary shares, including the

ordinary shares underlying the rights included in the units, and none to the warrants included in the units) and the pro forma net tangible

book value per ordinary share after the IPO constitutes the dilution to you and the other investors in the IPO.

Our sponsor acquired

the founder shares at a nominal price, significantly contributing to this dilution.

Upon the closing of the IPO, and assuming no value

is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate and substantial dilution

of approximately 83.60% (or $7.60 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between

the pro forma net tangible book value per share of $1.49 and the initial offering price of $9.09 per unit.

may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of

a majority of the then issued and outstanding warrants.

warrants have been issued in registered form under a warrant agreement between Vstock Transfer LLC, as warrant agent, and us.

agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any

defective provision, but requires the approval by the holders of a majority of the then issued and outstanding warrants (including private

warrants) to make any change that adversely affects the interests of the registered holders of warrants.

Accordingly, we may amend the

terms of the warrants in a manner adverse to a holder if holders of a majority of the then issued and outstanding warrants (including

private warrants) approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of a majority

of the then issued and outstanding warrants is unlimited, examples of such amendments could be amendments to, among other things, increase

the exercise price of the warrants, shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of

warrant agreement and rights agreement with our transfer agent designate the courts of the State of New York or the United States District

Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be

initiated by holders of our warrants, which could limit the ability of warrant holders or rights holders to obtain a favorable judicial

forum for disputes with our company.

warrant agreement and rights agreement with our transfer agent, which govern the terms of the warrants and rights, respectively, provide

that, subject to applicable law, (i) any action, proceeding or claim against us or the warrant agent arising out of or relating in any

way to the warrant agreement shall be brought and enforced in the courts of the State of New York or the United States District Court

for the Southern District of New York, and (ii) that we and the warrant agent and rights agent irrevocably submit to such jurisdiction,

which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

We and the warrant agent and rights agent will

waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding

the foregoing, this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange

Act, any other claim for which the federal courts have exclusive jurisdiction or any complaint asserting a cause of action arising under

the Securities Act against us or any of our directors, officers, other employees or agents.

Section 27 of the Exchange Act creates exclusive

federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations

In addition, stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Notwithstanding

the foregoing limitations on venue, such provisions are not applicable with respect to claims under the United States’ Securities

Act or Exchange Act.

With respect to other types of claims these choice-of-forum provisions may limit a warrant holder’s or right’s

holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage

such lawsuits.

Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect

to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters

in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result

in a diversion of the time and resources of our management and board of directors.

may amend the terms of the rights in a manner that may be adverse to holders of public rights with the approval by the holders of a majority

of the then issued and outstanding rights.

rights have been issued in registered form under a rights agreement between Vstock Transfer LLC, as rights agent, and us.

agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any

defective provision, but requires the approval by the holders of a majority of the then issued and outstanding rights (including private

rights) to make any change that adversely affects the interests of the registered holders of rights.

Accordingly, we may amend the terms

of the rights in a manner adverse to a holder if holders of a majority of the then issued and outstanding rights (including private rights)

approve of such amendment.

may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of

$0.01 per warrant, provided that the last reported sales price of our ordinary shares equal or exceed $18.00 per share (as adjusted for

share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading

days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant

If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise

of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such

registration or qualification.

We will use our best efforts to register or qualify such shares under the blue sky laws of the state of

residence in those states in which the warrants were offered by us in the IPO.

Redemption of the outstanding warrants could force you

(i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to

sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal

redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market

value of your warrants.

None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its

permitted transferees.

management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive

fewer ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants

we call our public warrants for redemption after the redemption criteria described elsewhere in this report have been satisfied, our

management will have the option to require any holder that wishes to exercise his warrant (including any warrants held by our sponsor,

officers or directors, other purchasers of our founders’ units, or their permitted transferees) to do so on a “cashless basis.”

If our management chooses to require holders to exercise their warrants on a cashless basis, the number of ordinary shares received by

a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash.

This will have the effect

of reducing the potential “upside” of the holder’s investment in our company.

rights, warrants and founder shares may have an adverse effect on the market price of our ordinary shares and make it more difficult

to effectuate our initial business combination.

have issued rights to acquire 602,050 ordinary shares and warrants to purchase 3,010,250 ordinary shares, as part of the units offered

in our IPO and, simultaneously with the closing of the IPO, an aggregate of 270,500 private placement units in a private placement, each

unit consisting of one private placement share, one private placement right, granting the holder thereof the right to receive one-tenth

(1/10) of an ordinary share upon the consummation of an initial business combination, and one private placement warrant.

In each case,

the warrants are exercisable to purchase one-half of one ordinary share at a price of $11.50 per whole share, subject to adjustment as

provided herein.

Prior to the IPO, our sponsor purchased an aggregate of 1,437,500 founder shares in a private placement.

if our sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into units, at the price of $10.00 per

unit (which, for example, would result in the holders being issued 165,000 ordinary shares if $1,500,000 of notes were so converted (including

15,000 shares upon the closing of our initial business combination in respect of 150,000 rights included in such units), as well as 150,000

warrants to purchase 75,000 shares) at the option of the lender.

Such units would be identical to the private placement units.

extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional

ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target

Any such issuance will increase the number of issued and outstanding ordinary shares and reduce the value of the ordinary shares

issued to complete the business transaction.

Therefore, our rights, warrants and founder shares may make it more difficult to effectuate

a business combination or increase the cost of acquiring the target business.

private placement units are identical to the units sold in the IPO except that, so long as the private placement warrants are held by

our sponsor, or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the ordinary shares issuable

upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until

30 days after the completion of our initial business combination and (iii) they may be exercised by the holders on a cashless basis.

determination of the offering price of our units and the size of the IPO is more arbitrary than the pricing of securities and size of

an offering of an operating company in a particular industry.

You may have less assurance, therefore, that the offering price of our

units properly reflects the value of such units than you would have in a typical offering of an operating company.

to the IPO there has been no public market for any of our securities.

The public offering price of the units and the terms of the warrants

and rights were negotiated between us and the underwriters.

In determining the size of the IPO, management held customary organizational

meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets,

generally, and the amount the underwriters believed they reasonably could raise on our behalf.

Factors considered in determining the

size of the IPO, prices and terms of the units, including the ordinary shares, rights and warrants underlying the units, include:

history and prospects of companies whose principal business is the acquisition of other companies;

offerings of those companies;

prospects for acquiring an operating business at attractive values;

review of debt to equity ratios in leveraged transactions;

capital structure;

assessment of our management and their experience in identifying operating companies;

conditions of the securities markets at the time of our IPO;

factors as were deemed relevant.

these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating

company in a particular industry since we have no historical operations or financial results.

we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial business combination with some prospective target businesses.

federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance

tests include historical and/or pro forma financial statement disclosure in periodic reports.

We will include the same financial statement

disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial

statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United

States of America, or U.S.

GAAP, or international financing reporting standards as issued by the International Accounting Standards Board,

or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the

standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”).

These financial statement requirements

may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time

for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed

are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure

requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more

difficult to compare our performance with other public companies.

are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden

parachute payments not previously approved.

As a result, our shareholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including

if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case

we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether investors will find our securities

less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance

on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading

market for our securities and the trading prices of our securities may be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such

extended transition period which means that when a standard is issued or revised and it has different application dates for public or

private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new

or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth

company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of

the potential differences in accountant standards used.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial

financial and management resources, and increase the time and costs of completing an acquisition.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report

on Form 10-K for the year ending December 31, 2021.

Only in the event we are deemed to be a large accelerated filer or an accelerated

filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control

over financial reporting.

Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent

registered public accounting firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank

check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public

companies because a target company with which we seek to complete our initial business combination may not be in compliance with the

provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any such

entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to

protect your rights through the U.S.

Federal courts may be limited.

are an exempted company incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service

of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against

our directors or officers.

corporate affairs are governed by our amended and restated memorandum and articles of association, the Cayman Islands Companies Act (as

the same may be supplemented or amended from time to time) and the common law of the Cayman Islands.

The rights of shareholders to take

action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman

Islands law are to a large extent governed by the common law of the Cayman Islands.

The common law of the Cayman Islands is derived in

part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts

are of persuasive authority, but are not binding on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities

of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions

in the United States.

In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and

certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law.

In addition, Cayman

Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce

against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of

the United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated

upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed

by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of

judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign

court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes

upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign

judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in

respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the

grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy

of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

A Cayman Islands Court

may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken

by management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a United States

in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors

might be willing to pay in the future for our ordinary shares and could entrench management.

amended and restated memorandum and articles of association contains provisions that may discourage unsolicited takeover proposals that

shareholders may consider to be in their best interests.

These provisions include two-year director terms and the ability of the Board

of Directors to designate the terms of and issue new series of preference shares, which may make more difficult the removal of management

and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and

all of our assets will be located outside the United States;

therefore investors may not be able to enforce federal securities laws or

their other legal rights.

is possible that after our initial business combination, a majority of our directors and officers 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.

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.

Associated with Acquiring and Operating a Business Outside of the United States

we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional

risks that may negatively impact our operations.

we effect our initial 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 any of the following:

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

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

and trade barriers;

● regulations

related to customs and import/export matters;

payment cycles;

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

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

strikes, riots, civil disturbances, terrorist attacks and wars;

● deterioration

of political relations with the United States which could result in any number of difficulties, both normal course such as above or extraordinary

such as sanctions being imposed.

We may not be able to adequately address these additional risks.

If we were unable to do so, our operations

might suffer.

our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time

and resources becoming familiar with such laws, which could lead to various regulatory issues.

our initial business combination, any or all of our management could resign from their positions as officers of the Company, and the

management of the target business at the time of the business combination will remain in place.

Management of the target business may

not be familiar with United States securities laws.

If new management is unfamiliar with United States securities laws, they may have

to expend time and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory

issues which may adversely affect our operations.

we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely

govern all of our material agreements and we may not be able to enforce our legal rights.

we effect a business combination 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.

We cannot assure you that the target business will be able

to enforce any of its material agreements or that remedies will be available in this new jurisdiction.

The system of laws and the enforcement

of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability

to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities

Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets

would be located outside of the United States and some of our officers and directors might reside outside of the United States.

result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon

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

our directors and officers under Federal securities laws.

of the costs and difficulties inherent in managing cross-border business operations after we acquire it, our results of operations may

be negatively impacted following a business combination.

a business, operations, personnel or assets in another country is challenging and costly.

Management of the target business that we may

hire (whether based abroad or in the U.S.) may be inexperienced in cross-border business practices and unaware of significant differences

in accounting rules, legal regimes and labor practices.

Even with a seasoned and experienced management team, the costs and difficulties

inherent in managing cross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic

business) and may negatively impact our financial and operational performance.

countries, and especially those in emerging markets, have difficult and unpredictable legal systems and underdeveloped laws and regulations

that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.

ability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend

ourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact

our operations, assets or financial condition.

and regulations in many countries, including some of the emerging markets within the regions we will initially focus, are often ambiguous

or open to differing interpretation by responsible individuals and agencies at the municipal, state, regional and federal levels.

attitudes and actions of such individuals and agencies are often difficult to predict and inconsistent.

with respect to the enforcement of particular rules and regulations, including those relating to customs, tax, environmental and labor,

could cause serious disruption to operations abroad and negatively impact our results.

our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue

may be derived from our operations in such country.

Accordingly, our results of operations and prospects will be subject, to a significant

extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect

our business.

The economies in developing markets we will initially focus on differ from the economies of most developed countries in

many respects.

Such economic growth has been uneven, both geographically and among various sectors of the economy and such growth may

not be sustained in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate than expected,

there may be less demand for spending in certain industries.

A decrease in demand for spending in certain industries could materially

and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and

if we effect our initial business combination, the ability of that target business to become profitable.

rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

the event we acquire a non-U.S.

target, all revenues and income would likely be received in a foreign currency, the dollar equivalent

of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.

of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business

or, following consummation of our initial business combination, our financial condition and results of operations.

Additionally, if a

currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target

business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

our business objective includes the possibility of acquiring one or more operating businesses with primary operations in emerging markets

we will focus on, changes in the exchange rate between the U.S.

dollar and the currency of any relevant jurisdiction may affect our ability

to achieve such objective.

For instance, the exchange rates between the Turkish lira or the Indian rupee and the U.S.

dollar has changed

substantially in the last two decades and may fluctuate substantially in the future.

dollar declines in value against the

relevant currency, any business combination will be more expensive and therefore more difficult to complete.

Furthermore, we may incur

costs in connection with conversions between U.S.

dollars and the relevant currency, which may make it more difficult to consummate a

business combination.

foreign law could govern almost all of our material agreements, we may not be able to enforce our rights within such jurisdiction or

elsewhere, which could result in a significant loss of business, business opportunities or capital.

law could govern almost all of our material agreements.

The target business may not be able to enforce any of its material agreements

or that remedies will be available outside of such foreign jurisdiction’s legal system.

The system of laws and the enforcement

of existing laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

Judiciaries in such jurisdiction may also be relatively inexperienced in enforcing corporate and commercial law, leading to a higher

than usual degree of uncertainty as to the outcome of any litigation.

As a result, the inability to enforce or obtain a remedy under

any of our future agreements could result in a significant loss of business and business opportunities.

governance standards in foreign countries may not be as strict or developed as in the United States and such weakness may hide issues

and operational practices that are detrimental to a target business.

corporate governance standards in some countries are weak in that they do not prevent business practices that cause unfavorable related

party transactions, over-leveraging, improper accounting, family company interconnectivity and poor management.

Local laws often do not

go far to prevent improper business practices.

Therefore, shareholders may not be treated impartially and equally as a result of poor

management practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall company,

and cronyism.

The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation and weakness

that may precipitate or encourage financial crisis.

In our evaluation of a business combination we will have to evaluate the corporate

governance of a target and the business environment, and in accordance with United States laws for reporting companies take steps to

implement practices that will cause compliance with all applicable rules and accounting practices.

Notwithstanding these intended efforts,

there may be endemic practices and local laws that could add risk to an investment we ultimately make and that result in an adverse effect

on our operations and financial results.

in foreign countries may be subject to accounting, auditing, regulatory and financial standards and requirements that differ, in some

cases significantly, from those applicable to public companies in the United States, which may make it more difficult or complex

to consummate a business combination.

In particular, the assets and profits appearing on the financial statements of a foreign company

may not reflect its financial position or results of operations in the way they would be reflected had such financial statements been

prepared in accordance with U.S.

GAAP and there may be substantially less publicly available information about companies in certain

jurisdictions than there is about comparable United States companies.

Moreover, foreign companies may not be subject to the same degree

of regulation as are United States companies with respect to such matters as insider trading rules, tender offer regulation, shareholder

proxy requirements and the timely disclosure of information.

principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities

and shareholders’ rights for foreign corporations may differ from those that may apply in the U.S., which may make the consummation

of a business combination with a foreign company more difficult.

We therefore may have more difficulty in achieving our business objective.

a foreign judiciary may determine the scope and enforcement of almost all of our target business’ material agreements under the

law of such foreign jurisdiction, we may be unable to enforce our rights inside and outside of such jurisdiction.

law of a foreign jurisdiction, may govern almost all of our target business’ material agreements, some of which may be with governmental

agencies in such jurisdiction.

We cannot assure you that the target business or businesses will be able to enforce any of their material

agreements or that remedies will be available outside of such jurisdiction.

The inability to enforce or obtain a remedy under any of

our future agreements may have a material adverse impact on our future operations.

slowdown in economic growth in the markets that our business target operates in may adversely affect our business, financial condition,

results of operations, the value of its equity shares and the trading price of our shares following our business combination.

the business combination, our results of operations and financial condition may be dependent on, and may be adversely affected by, conditions

in financial markets in the global economy, and, particularly in the markets where the business operates.

The specific economy could

be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies,

business corruption, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, inflation,

commodity and energy prices and various other factors which may adversely affect our business, financial condition, results of operations,

value of our equity shares and the trading price of our shares following the business combination.

hostilities, terrorist attacks, communal disturbances, civil unrest and other acts of violence or war may result in a loss of investor

confidence and a decline in the value of our equity shares and trading price of our shares following our business combination.

attacks, civil unrest and other acts of violence or war may negatively affect the markets in which we may operates our business following

our business combination and also adversely affect the worldwide financial markets.

In addition, the countries we will focus on, have

from time to time experienced instances of civil unrest and hostilities among or between neighboring countries.

Any such hostilities

and tensions may result in investor concern about stability in the region, which may adversely affect the value of our equity shares

and the trading price of our shares following our business combination.

Events of this nature in the future, as well as social and civil

unrest, could influence the economy in which our business target operates, and could have an adverse effect on our business, including

the value of equity shares and the trading price of our shares following our business combination.

occurrence of natural disasters may adversely affect our business, financial condition and results of operations following our business

occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect

our business, financial condition or results of operations following our business combination.

The potential impact of a natural disaster

on our results of operations and financial position is speculative, and would depend on numerous factors.

The extent and severity of

these natural disasters determines their effect on a given economy.

Although the long term effect of diseases such as the H5N1 “avian

flu,” or H1N1, the swine flu, cannot currently be predicted, previous occurrences of avian flu and swine flu had an adverse effect

on the economies of those countries in which they were most prevalent.

An outbreak of a communicable disease in our market could adversely

affect our business, financial condition and results of operations following our business combination.

We cannot assure you that natural

disasters will not occur in the future or that its business, financial condition and results of operations will not be adversely affected.

downgrade of credit ratings of the country in which the company we acquire does business may adversely affect our ability to raise debt

financing following our business combination.

assurance can be given that any rating organization will not downgrade the credit ratings of the sovereign foreign currency long-term

debt of the country in which our business target operates, which reflect an assessment of the overall financial capacity of the government

of such country to pay its obligations and its ability to meet its financial commitments as they become due.

Any downgrade could cause

interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our future

variable rate debt and our ability to access the debt markets on favorable terms in the future.

This could have an adverse effect on

our financial condition following our business combination.

on investment in foreign companies may be decreased by withholding and other taxes.

investments will incur tax risk unique to investment in developing economies.

Income that might otherwise not be subject to withholding

of local income tax under normal international conventions may be subject to withholding of income tax in a developing economy.

Additionally,

proof of payment of withholding taxes may be required as part of the remittance procedure.

Any withholding taxes paid by us on income

from our investments in such country may or may not be creditable on our income tax returns.

We intend to seek to minimize any withholding

tax or local tax otherwise imposed.

However, there is no assurance that the foreign tax authorities will recognize application of such

treaties to achieve a minimization of such tax.

We may also elect to create foreign subsidiaries to effect the business combinations

to attempt to limit the potential tax consequences of a business combination.

Related to Our Possible Business Combination in China

may consummate our initial Business Combination with a target company in PRC, or a company with its operations conducted through its

subsidiary in the PRC or through contractual arrangements with a variable interest entity (“VIE”) in the PRC.

a VIE structure, we do not own any direct equity interest in the VIE, and control and receive the economic benefits of the VIE’s

business operations through certain contractual arrangements in lieu of direct equity ownership by us or any of our subsidiaries.

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without

additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such

as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of

All the agreements under our contractual arrangements with the VIE and its equity owners are governed by PRC law

and provide for the resolution of disputes through arbitration in China.

Accordingly, these contracts would be interpreted in accordance

with PRC law and any disputes would be resolved in accordance with PRC legal procedures.

As of the date hereof, the agreements governed

by PRC law that serve as the basis for a VIE arrangement have not been tested in a court of law.

As a result, uncertainties in the PRC

legal system may limit our ability to enforce these contractual arrangements.

Currently, there are very few precedents and little formal

guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC law.

There remain significant

uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary.

In the event we are unable to

enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual

arrangements, we may not be able to exert effective control over the VIE.

These uncertainties or an adverse outcome of an arbitration

may adversely affect our operations and could render our securities worthless.

we merge with a target company with major operation in PRC through the VIE structure, after the completion of the Business Combination,

our ordinary shares will not represent equity interest of the VIE or its subsidiary in the PRC.

As a result of our corporate structure

after the consummation of the Business Combination, investors in our ordinary shares are subject to unique risks affecting our business

due to uncertainty of the interpretation and application of the PRC laws and regulations, including but not limited to, limitations on

foreign ownership and investment in certain areas, regulatory review of overseas listing of PRC companies through a special purpose vehicle,

and the validity and enforcement of the contractual agreements with the VIE.

target company, MC, operates its business through its subsidiaries in the PRC in which MC owns equity interests.

MC does not operate

through any VIE structure.

However, because it has operations in the PRC, in light of the recent statements and regulatory actions by

the PRC government, such as those related to the use of data security and anti-monopoly concerns, MC may be subject to the risks of uncertainty

of any future actions of the PRC government in this regard, which may result in a material change in MC’s operations, including

the ability of MC to carry on its current business or accept foreign investments, and the resulting adverse change in value to our ordinary

MC may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese Securities

Regulatory Commission (“CSRC”), if it fails to comply with such rules and regulations, which could adversely affect the ability

of MC to list on Nasdaq or another foreign exchange, which may cause the value of our securities to significantly decline or become worthless.

For a detailed description of the risks facing MC, please refer to the Registration Statement on Form S-4 filed by the Company on September

30, 2021, and as subsequently amended.

light of the recent statements and regulatory actions by the PRC government, such as those related to the use of variable interest entities,

data security, and anti-monopoly concerns, we may be subject to the risks of uncertainty of any future actions of the PRC government

in this regard, which may result in a material change in our operations, including the ability of us to carry on our current business

or accept foreign investments, and the resulting adverse change in value to our ordinary shares.

We may also be subject to penalties

and sanctions imposed by the PRC regulatory agencies, including CSRC, if we fail to comply with such rules and regulations, which could

adversely affect the ability of us to continue to be listed for trading on Nasdaq or another foreign exchange, which may cause the value

of our securities to significantly decline or become worthless.

The Holding Foreign Companies Accountable Act (“HFCAA”) and

related regulations call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification

of their auditors and could add uncertainties to us that trading in our securities may be prohibited under the HFCAA.

Currently, our

auditor is registered with PCAOB.

Therefore, it is not subject to the determinations announced by the PCAOB on December 16, 2021.

we effect our initial business combination with a business located in the People’s Republic of China, the laws applicable to such

business will likely govern all of our material agreements and we may not be able to enforce our legal rights.

we effect our initial business combination with a business located in the PRC, the laws of the country in which such business operates

will govern almost all of the material agreements relating to its operations, including any contractual arrangements through which we

acquire control of target business as described above.

We cannot assure you that we or the target business will be able to enforce any

of its material agreements or that remedies will be available in this jurisdiction.

The system of laws and the enforcement of existing

laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

In addition, the judiciary

in the PRC is relatively inexperienced compared to others in enforcing corporate and commercial law, leading to a higher than usual degree

of uncertainty as to the outcome of any litigation.

In addition, to the extent that our target business’s material agreements are

with governmental agencies in the PRC, we may not be able to enforce or obtain a remedy from such agencies due to sovereign immunity,

in which the government is deemed to be immune from civil lawsuit or criminal prosecution.

The inability to enforce or obtain a remedy

under any of our future agreements could result in a significant loss of business, business opportunities or capital.

we effect our initial business combination with a business located in the PRC, we may be subject to certain risks associated with acquiring

and operating businesses in the PRC.

may be subject to certain risks associated with acquiring and operating business in the PRC in our search for a business combination

and operation of any target business with which we ultimately consummate a business combination.

certain rules and regulations concerning mergers and acquisitions by foreign investors in the PRC may make merger and acquisition activities

by foreign investors more complex and time consuming, including, among others:

requirement that the MOFCOM be notified in certain circumstances in advance of any change-of-control transaction in which a foreign investor

takes control of a PRC domestic enterprise or any concentration of undertaking if certain thresholds are triggered;

authority of certain government agencies to have scrutiny over the economics of an acquisition transaction and requirement for consideration

in a transaction to be paid within stated time limits;

requirement for mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers

and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security”

concerns to be subject to strict review by the MOFCOM.

disclosed above, our current business combination target, MC, operates its business through its PRC Subsidiaries in the PRC.

our proposed business combination is subject to these risks.

with these and other requirements could be time-consuming, and any required approval processes, including obtaining approval from the

MOFCOM or its local counterparts, may delay or inhibit our ability to complete such transactions, which could affect our ability to acquire

PRC-based businesses.

A business combination we propose may not be able to be completed if the terms of the transaction do not satisfy

aspects of the approval process and may not be completed, even if approved, if they are not consummated within the time permitted by

the approvals granted.

addition, the PRC currently prohibits and/or restricts foreign ownership in certain “important industries,” including telecommunications,

food production and heavy equipment.

There are uncertainties under certain regulations whether obtaining a majority interest through

contractual arrangements will comply with regulations prohibiting or restricting foreign ownership in certain industries.

assurance that the PRC government will not apply restrictions in other industries.

In addition, there can be restrictions on the foreign

ownership of businesses that are determined from time to time to be in “important industries” that may affect the national

economic security or those having “famous brand names” or “well-established brand names.” Subject to the review

and approval requirements of the relevant agencies and the various percentage ownership limitations that exist from time to time, acquisitions

involving foreign investors and parties in the various restricted categories of assets and industries may nonetheless sometimes be consummated

using contractual arrangements with permitted local parties.

If we choose to effect a business combination that employs the use of these

types of contractual arrangements, these arrangements may not be as effective in providing us with the same economic benefits, accounting

consolidation or control over a target business as would direct ownership due to limited implementation guidance provided with respect

to such regulations.

If the government of the PRC finds that the agreements we entered into to acquire control of a target business through

contractual arrangements with one or more operating businesses do not comply with local governmental restrictions on foreign investment,

or if these regulations or the interpretation of existing regulations change in the future, we could be subject to significant penalties

or be forced to relinquish our interests in those operations.

If, for example, our potential initial business combination is with a target

company operating in the PRC in “important industries”, the transaction may be subject to the PRC government’s review,

and we may have to spend additional resources and incur additional time delays to complete any such business combination.

guarantee that we can receive such approval in a timely manner, and 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.

Since our business

combination period is 12 months from the closing of the IPO (or up to 21 months from the closing of IPO if we extend the period of time

to consummate a business combination), and the approval process may take a period longer than we expect before we enter into a definitive

agreement with a target company, we may be unable to complete a business combination within 12 months from the closing of the IPO (or

up to 21 months from the closing of the IPO if we extend the period of time to consummate a business combination).

we effect our initial business combination with a business located in the PRC, a substantial portion of our operations may be conducted

in the PRC, and a significant portion of our net revenues maybe derived from customers where the contracting entity is located in the

Accordingly, our business, financial condition, results of operations, prospects and certain transactions we may undertake may be

subject, to a significant extent, to economic, political and governmental and legal developments, laws and regulations in the PRC.

instance, all or most of our material agreements may be governed by PRC law and we may have difficulty in enforcing our legal rights

because the system of laws and the enforcement of existing laws in the PRC may not be as certain in implementation and interpretation

as in the United States.

In addition, contractual arrangements we enter into with potential future subsidiaries and affiliated entities

or acquisitions of offshore entities that conduct operations through affiliates in the PRC may be subject to a high level of scrutiny

by the relevant PRC tax authorities.

We may also be subject to restrictions on dividend payments after we consummate a business combination

and if we rely on dividends and other distributions from our operating company to provide us with cash flow and to meet our other obligations.

arrangements we enter into with potential future subsidiaries and affiliated entities or acquisitions of offshore entities that conduct

operations through affiliates in the PRC may be subject to a high level of scrutiny by the relevant tax authorities.

the laws of the PRC, arrangements and transactions among related parties may be subject to audit or challenge by the relevant tax authorities.

If any of the transactions we enter into with potential future subsidiaries and affiliated entities are found not to be on an arm’s-length

basis, or to result in an unreasonable reduction in tax under local law, the relevant tax authorities may have the authority to disallow

any tax savings, adjust the profits and losses of such potential future local entities and assess late payment interest and penalties.

A finding by the relevant tax authorities that we are ineligible for any such tax savings, or that any of our possible future affiliated

entities are not eligible for tax exemptions, would substantially increase our possible future taxes and thus reduce our net income and

the value of a shareholder’s investment.

In addition, in the event that in connection with an acquisition of an offshore entity

that conducted its operations through affiliates in the PRC, the sellers of such entities failed to pay any taxes required under local

law, the relevant tax authorities could require us to withhold and pay the tax, together with late-payment interest and penalties.

occurrence of any of the foregoing could have a negative impact on our operating results and financial condition.

the government of the PRC finds that the agreements we entered into to acquire control of a target business through contractual arrangements

with one or more operating businesses, or VIE Agreements, do not comply with local governmental restrictions on foreign investment, or

if these regulations or the interpretation of existing regulations change in the future, we could be subject to significant penalties

or be forced to relinquish our interests in those operations or we could be unbale to assert our contractual control rights over the

assets of the post-combination target company, which could cause the value of our common stock to depreciate significantly or become

PRC currently prohibits and/or restricts foreign ownership in certain “important industries” or businesses, including telecommunications,

food production and heavy equipment, or those having “famous brand names” or “well-established brand names.”

There are uncertainties under certain regulations whether obtaining a majority interest through contractual arrangements will comply

with regulations prohibiting or restricting foreign ownership in certain industries.

Moreover, the PRC may apply restrictions in other

industries in the future.

In addition, there can be restrictions on the foreign ownership of businesses that are determined from time

to time to be in “important industries” that may affect the national economic security.

we or any of our potential future target businesses are found to be in violation of any existing or future local laws or regulations

(for example, if we are deemed to be holding equity interests in certain of our affiliated entities in which direct foreign ownership

is prohibited), the relevant regulatory authorities might have the discretion to:

the business and operating licenses of the potential future target business;

relevant income and impose fines and other penalties;

● discontinue

or restrict the operations of the potential future target business;

us or the potential future target business to restructure the relevant ownership structure or operations;

or prohibit our use of funds to finance our businesses and operations in the relevant jurisdiction;

conditions or requirements with which we or the potential future target business may not be able to comply.

we acquire control of a target business through contractual arrangements with one or more operating businesses in the PRC, such contracts

may not be as effective in providing operational control as direct ownership of such business and may be difficult to enforce.

regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries

and Chinese subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or our

PRC resident beneficial owners to liability and penalties under PRC laws.

July 2014, The State Administration of Foreign Exchange of the PRC, or the State Administration of Foreign Exchange (“SAFE”)

promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and

Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37.

SAFE Circular 37 requires PRC residents (including

PRC individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents for foreign exchange administration

purpose) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities.

Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in

SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments

in offshore special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches.

any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch

of SAFE with respect to that SPV, to reflect any material change, including, among other things, any major change of a PRC resident shareholder,

name or term of operation of the SPVs, or any increase or reduction of the SPVs’ registered capital, share transfer or swap, merger

Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration

with the local branch of SAFE.

If any PRC shareholder of such SPV fails to make the required registration or to update the previously

filed registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital

reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions

into its subsidiary in China.

On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration

Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015.

Under SAFE Notice 13, applications for foreign

exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under

SAFE Circular 37, will be filed with qualified banks instead of SAFE or its branches.

The qualified banks will directly examine the applications

and accept registrations under the supervision of SAFE.

cannot provide assurance that our shareholders that are PRC residents comply with all of the requirements under SAFE Circular 37 or other

related rules.

Failure or inability of our PRC resident shareholders to comply with the registration procedures set forth in these regulations

may subject us to fines and legal sanctions, restrict our cross-border investment activities, limit the ability of our wholly foreign-owned

subsidiary in China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation to us, and

we may also be prohibited from injecting additional capital into the subsidiary.

Moreover, failure to comply with the various foreign

exchange registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange

restrictions.

As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected.

as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving,

it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted,

amended and implemented by the relevant government authorities.

For example, we may be subject to a more stringent review and approval

process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings,

which may adversely affect our financial condition and results of operations.

In addition, if we decide to acquire a PRC domestic company,

we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete

the necessary filings and registrations required by the foreign exchange regulations.

This may restrict our ability to implement our

acquisition strategy and could adversely affect our business and prospects.

we expressly exclude any target whose financial statements are audited by an accounting firm that is not subject to PCAOB inspection,

we cannot assure you that certain existing or future U.S.

laws and regulations may restrict or eliminate our ability to complete a business

combination with certain companies, particularly those target companies in China.

Public Company Accounting Oversight Board, or PCAOB is currently unable to conduct inspections on accounting firms in the PRC without

the approval of the Chinese government authorities.

The auditor and its audit work in the PRC may not be inspected fully by the PCAOB.

Inspections of other auditors conducted by the PCAOB outside China have at times identified deficiencies in those auditors’ audit

procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality.

The lack of PCAOB inspections of audit work undertaken in China prevents the PCAOB from regularly evaluating the PRC auditor’s

audits and its quality control procedures.

future developments in U.S.

laws may restrict our ability or willingness to complete certain business combinations with companies.

instance, the recently enacted HFCAA would restrict our ability to consummate a business combination with a target business unless that

business met certain standards of the PCAOB and would require delisting of a company from U.S.

national securities exchanges if the PCAOB

is unable to inspect its public accounting firm for three consecutive years.

The HFCAA also requires public companies, specifically,

those based in China, to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those

based in China.

As a result, we expressly exclude any target if the PCAOB is not able to inspect its auditor for three consecutive years

and thus, we may not be able to consummate a business combination with a favored target business due to these laws.

Additionally,

other developments in U.S.

laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.)

13959, “Addressing the Threat from Securities Investments That Finance Communist Chinese Military Companies,” may further

restrict our ability to complete a business combination with certain China-based businesses.

a result of merger and acquisition regulations implemented on September 8, 2006 (amended on June 22, 2009) relating to acquisitions of

assets and equity interests of Chinese companies by foreign persons, it is expected that acquisitions will take longer and be subject

to economic scrutiny by the PRC government authorities such that we may not be able to complete a transaction.

September 8, 2006, the Ministry of Commerce, together with several other government agencies, promulgated the Regulations on Merger and

Acquisition of Domestic Enterprises by Foreign Investors (the “M&A Regulations”, including its amendment on June 22,

2009), which implemented a comprehensive set of regulations governing the approval process by which a Chinese company may participate

in an acquisition of its assets or its equity interests and by which a Chinese company may obtain public trading of its securities on

a securities exchange outside the PRC.

Although there was a complex series of regulations in place prior to September 8, 2006 for approval

of Chinese enterprises that were administered by a combination of provincial and centralized agencies, the M&A Regulations have largely

centralized and expanded the approval process to the Ministry of Commerce, the State Administration of Industry and Commerce (“SAIC”),

SAFE or its branch offices, the State Asset Supervision and Administration Commission (“SASAC”), and the CSRC.

on the structure of the transaction, these M&A Regulations will require the Chinese parties to make a series of applications and

supplemental applications to one or more of the aforementioned agencies, some of which must be made within strict time limits and depending

on approvals from one or the other of the aforementioned agencies.

The application process has been supplemented to require the presentation

of economic data concerning a transaction, including appraisals of the business to be acquired and evaluations of the acquirer which

will permit the government to assess the economics of a transaction in addition to the compliance with legal requirements.

approvals will have expiration dates by which a transaction must be completed.

Also, completed transactions must be reported to the Ministry

of Commerce and some of the other agencies within a short period after closing or be subject to an unwinding of the transaction.

acquisitions in China may not be able to be completed because the terms of the transaction may not satisfy aspects of the approval process

and may not be completed, even if approved, if they are not consummated within the time permitted by the approvals granted.

with the PRC Antitrust law may limit our ability to effect our initial business combination.

PRC Antitrust Law became effective on August 1, 2008.

The government authorities in charge of antitrust matters in China are the Antitrust

Commission and other antitrust authorities under the State Council.

PRC Antitrust Law regulates (1) monopoly agreements, including decisions or actions in concert that preclude or impede competition, entered

into by business operators;

(2) abuse of dominant market position by business operators;

and (3) concentration of business operators

that may have the effect of precluding or impeding competition.

To implement the Antitrust Law, in 2008, the State Council formulated

the regulations that require filing of concentration of business operators, pursuant to which concentration of business operators refers

to (1) merger with other business operators;

(2) gaining control over other business operators through acquisition of equity interest

or assets of other business operators;

and (3) gaining control over other business operators through exerting influence on other business

operators through contracts or other means.

In 2009, the Ministry of Commerce, to which the Antitrust Commission is affiliated, promulgated

the Measures for Filing of Concentration of Business Operators (amended by the Guidelines for Filing of Concentration of Business Operators

in 2014), which set forth the criteria of concentration and the requirement of miscellaneous documents for the purpose of filing.

business combination we contemplate may be considered the concentration of business operators, and to the extent required by the Antitrust

Law and the criteria established by the State Council, we must file with the antitrust authority under the PRC State Council prior to

conducting the contemplated business combination.

If the antitrust authority decides not to further investigate whether the contemplated

business combination has the effect of precluding or impeding competition or fails to make a decision within 30 days from receipt of

relevant materials, we may proceed to consummate the contemplated business combination.

If antitrust authority decides to prohibit the

contemplated business combination after further investigation, we must terminate such business combination and would then be forced to

either attempt to complete a new business combination prior to the end of 21 months from the closing of the IPO or we would be required

to return any amounts which were held in the trust account to our stockholders.

When we evaluate a potential business combination, we

will consider the need to comply with the Antitrust Law and other relevant regulations which may limit our ability to effect an acquisition

or may result in our modifying or not pursuing a particular transaction.

initial business combination may be subject to national security review by the PRC government and we may have to spend additional resources

and incur additional time delays to complete any such business combination or be prevented from pursuing certain investment opportunities.

February 3, 2011, the PRC government issued a Notice Concerning the Establishment of Security Review Procedure on Mergers and Acquisitions

of Domestic Enterprises by Foreign Investors, or Security Review Regulations, which became effective on March 5, 2011.

The Security Review

Regulations cover acquisitions by foreign investors of a broad range of PRC enterprises if such acquisitions could result in de facto

control by foreign investors and the enterprises are relating to military, national defense, important agriculture products, important

energy and natural resources, important infrastructures, important transportation services, key technologies and important equipment

manufacturing.

The scope of the review includes whether the acquisition will impact the national security, economic and social stability,

and the research and development capabilities on key national security related technologies.

Foreign investors should submit a security

review application to the Department of Commerce for its initial review for contemplated acquisition.

If the acquisition is considered

to be within the scope of the Security Review Regulations, the Department of Commerce will transfer the application to a joint security

review committee within five business days for further review.

The joint security review committee, consisting of members from various

PRC government agencies, will conduct a general review and seek comments from relevant government agencies.

The joint security review

committee may initiate a further special review and request the termination or restructuring of the contemplated acquisition if it determines

that the acquisition will result in significant national security issue.

Security Review Regulations will potentially subject a large number of mergers and acquisitions transactions by foreign investors in

China to an additional layer of regulatory review.

Currently, there is significant uncertainty as to the implication of the Security

Review Regulations.

Neither the Department of Commerce nor other PRC government agencies have issued any detailed rules for the implementation

of the Security Review Regulations.

If, for example, our potential initial business combination is with a target company operating in

the PRC in any of the sensitive sectors identified above, the transaction will be subject to the Security Review Regulations, and we

may have to spend additional resources and incur additional time delays to complete any such acquisition.

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.

light of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign

exchange, companies with more than one million users’ personal information in China, especially some internet and technology companies,

may not be willing to list on a U.S.

exchange or enter into a definitive business combination agreement with us.

Further, we may also

avoid conduct a business combination with a company with more than one million users’ personal information in China due to the

limited timeline for us to complete a business combination.

initial business combination may 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 adopt other rules and restrictions in the future.

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

in China are subject to various risks and costs associated with the collection, use, sharing, retention, security, and transfer of confidential

and private information, such as personal information and other data.

This data is wide ranging and relates to our investors, employees,

contractors and other counterparties and third parties.

If we decide to initiate a business combination with a company in China, our

compliance obligations include those relating to the Data Protection Act (As Revised) of the Cayman Islands and the relevant PRC laws

in this regard.

These PRC laws apply not only to third-party transactions, but also to transfers of information between a holding company

and its subsidiaries.

These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future.

Non-compliance

could result in penalties or other significant legal liabilities.

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

2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure

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

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

Due to the lack of further interpretations, the exact scope of “critical information infrastructure operator” remains unclear.

On July 10, 2021, the CAC publicly issued the Measures for Cybersecurity Censorship (Revised Draft for Comments) aiming to, upon its

enactment, replace the existing Measures for Cybersecurity Censorship.

The draft measures extend the scope of cybersecurity reviews to

data processing operators engaging in data processing activities that affect or may affect national security, including listing in a

foreign country.

The draft measures require a company holding more than one million personal information to submit its IPO materials

prepared for submission for cybersecurity review before listing on a foreign exchange.

is unclear whether the draft measures will apply to a company planning to list on a U.S.

exchange by business combination with a special

purpose acquisition corporation like us.

If cybersecurity review applies to our business combination with a company holding more than

one million personal information in China, we cannot guarantee that we will receive such approval in a timely manner.

Further, 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 Chinese cybersecurity review.

Therefore, we may avoid searching for a company with one million personal information

in China or a company operating critical information infrastructure in China.

if we were found to be in violation of applicable laws and regulations in China during such review, we could be subject to administrative

penalties, such as warnings, fines, or service suspension.

Therefore, cybersecurity review could materially and adversely affect our

business, financial condition, and results of operations.

addition, the PRC Data Security Law, which was promulgated by the Standing Committee of the National People’s Congress on June

10, 2021 and takes effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates

that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical

protection system for data security.

After the Data Security Law takes effect, if our post-combination entity’s data processing

activities were found to be not in compliance with this law, our post-combination entity could be ordered to make corrections, and under

certain serious circumstances, such as severe data divulgence, we and post- combination entity could be subject to penalties, including

the revocation of our business licenses or other permits.

As a result, we and post-combination entity may be required to suspend our

relevant businesses, shut down our website, take down our operating applications, or face other penalties, which may materially and adversely

affect our business, financial condition, and results of operations.

for example, our potential initial business combination is with a target business operating in the PRC and if the enacted version of

the draft measures mandates clearance of cybersecurity review and other specific actions to be completed by the target business, we may

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

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.

the event we successfully consummate a business combination with a target business with primary operations in the PRC, we will be subject

to restrictions on dividend payments following consummation of our initial business combination.

we consummate our initial business combination, we may rely on dividends and other distributions from our operating company to provide

us with cash flow and to meet our other obligations.

Current regulations in China would permit our operating company in China to pay

dividends to us only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards

and regulations.

In addition, our operating company in China will be required to set aside at least 10% (up to an aggregate amount equal

to half of its registered capital) of its accumulated profits each year.

Such cash reserve may not be distributed as cash dividends.

In addition, if our operating company in China incurs debt on its own behalf in the future, the instruments governing the debt may restrict

its ability to pay dividends or make other payments to us.

we make equity compensation grants to persons who are PRC citizens, they may be required to register with SAFE.

We may also face regulatory

uncertainties that could restrict our ability to adopt equity compensation plans for our directors and employees and other parties under

April 6, 2007, SAFE issued the “Operating Procedures for Administration of Domestic Individuals Participating in the Employee Stock

Ownership Plan or Stock Option Plan of An Overseas Listed Company, also known as “Circular 78.” It is not clear whether Circular

78 covers all forms of equity compensation plans or only those which provide for the granting of shares options.

For any plans which

are so covered and are adopted by a non-PRC listed company, such as our company, after April 6, 2007, Circular 78 requires all participants

who are PRC citizens to register with and obtain approvals from SAFE prior to their participation in the plan.

In addition, Circular

78 also requires PRC citizens to register with SAFE and make the necessary applications and filings if they participated in an overseas

listed company’s covered equity compensation plan prior to April 6, 2007.

We believe that the registration and approval requirements

contemplated in Circular 78 will be burdensome and time consuming.

consummation of business combination with a target business with primary operations in the PRC, we may adopt an equity incentive plan

and make shares option grants under the plan to our officers, directors and employees, whom may be PRC citizens and be required to register

If it is determined that any of our equity compensation plans are subject to Circular 78, failure to comply with such provisions

may subject us and participants of our equity incentive plan who are PRC citizens to fines and legal sanctions and prevent us from being

able to grant equity compensation to our PRC employees.

In that case, our ability to compensate our employees and directors through equity

compensation would be hindered and our business operations may be adversely affected.

scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue

in the future.

PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular,

equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular

698, which became effective in January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which became

effective in February 2015.

Circular 698, where a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC

“resident enterprise” indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise,

being the transferor, may be subject to PRC corporate income tax, if the indirect transfer is considered to be an abusive use of company

structure without reasonable commercial purposes.

As a result, gains derived from such indirect transfer may be subject to PRC tax at

a rate of up to 10%.

Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident

enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable

adjustment to the taxable income of the transaction.

February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698.

Circular 7 has introduced

a new tax regime that is significantly different from that under Circular 698.

Circular 7 extends its tax jurisdiction to not only indirect

transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer

of a foreign intermediate holding company.

In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable

commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public

securities market.

Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated

to pay for the transfer) of the taxable assets.

Where a non-resident enterprise conducts an “indirect transfer” by transferring

the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being

the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority

such indirect transfer.

Using a “substance over form” principle, the PRC tax authority may disregard the existence of the

overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring

As a result, gains derived from such indirect transfer may be subject to PRC corporate income tax, and the transferee or other

person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer

of equity interests in a PRC resident enterprise.

face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions

involving the transfer of shares in our company by investors that are non-PRC resident enterprises.

The PRC tax authorities may pursue

such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation, and request our PRC

subsidiaries to assist in the filing.

As a result, we and non-resident enterprises in such transactions may become at risk of being subject

to filing obligations or being taxed, under Circular 59 or Circular 698 and Circular 7, and may be required to expend valuable resources

to comply with Circular 59, Circular 698 and Circular 7 or to establish that we and our non-resident enterprises should not be taxed

under these circulars, which may have a material adverse effect on our financial condition and results of operations.

PRC tax authorities have the discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital

gains based on the difference between the fair value of the taxable assets transferred and the cost of investment.

We may pursue acquisitions

in the future that may involve complex corporate structures.

If we are considered a non-resident enterprise under the PRC corporate income

tax law and if the PRC tax authorities make adjustments to the taxable income of the transactions under SAT Circular 59 or Circular 698

and Circular 7, our income tax costs associated with such potential acquisitions will be increased, which may have an adverse effect

on our financial condition and results of operations.

Chinese government may exert substantial interventions and influences over the manner in which our post-combination entity must conduct

its business activities that we cannot expect when we enter into a definitive agreement with a target company with major operation in

If the Chinese government establish some new policies, regulations, rules, or laws in the industries where our post-combination

entity is in, our post-combination entity may subject to material changes in its operations and the value of our common stock.

Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through

regulation and state ownership.

Our post-combination entity’s ability to operate in China may be harmed by changes in its laws

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

or local governments of these jurisdictions 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.

government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally

planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic

conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

example, the Chinese cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc.

DIDI) and two days later ordered that the company’s app be removed from smartphone app stores.

On July 24, 2021, the General Office

of the Communist Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further

Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which

foreign investment in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from

such, the post-combination entity’s business segments may be subject to various government and regulatory interference in the provinces

in which they operate.

The post-combination entity could be subject to regulation by various political and regulatory entities, including

various local and municipal agencies and government sub-divisions.

We and our post-combination entity may incur increased costs necessary

to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

it is uncertain when and whether we and our post-combination entity will be required to obtain permission from the PRC government to

exchanges or enter into VIE Agreements in the future, and even when such permission is obtained, whether it will be denied

or rescinded.

Although we are currently not required to obtain permission from any of the PRC federal or local government and have not

received any denial to list on the U.S.

exchange or to enter into VIE Agreements, our post-combination operations could be adversely

affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry.

laws and regulations governing our post-combination entity’s business operations are sometimes vague and uncertain and any changes

in such laws and regulations may impair our ability to operate profitably.

are substantial uncertainties regarding the interpretations and application of PRC laws and regulations including, but not limited to,

the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances.

The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement

may involve substantial uncertainty.

The effectiveness and interpretation of newly enacted laws or regulations, including amendments

to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently

adopted or interpreted in a manner different from our understanding of these laws and regulations.

New laws and regulations that affect

existing and proposed future businesses may also be applied retroactively.

We cannot predict what effect the interpretation of existing

or new PRC laws or regulations may have on our post-combination entity’s business.

PRC legal system is a civil law system based on written statutes.

Unlike the common law system, prior court decisions under the civil

law system may be cited for reference but have limited precedential value.

Since these laws and regulations are relatively new and the

PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and the

enforcement of these laws, regulations and rules involves uncertainties.

1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.

overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign

investments in China.

However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may

not sufficiently cover all aspects of economic activities in China.

In particular, the interpretation and enforcement of these laws and

regulations involve uncertainties.

Since PRC administrative and court authorities have significant discretion in interpreting and implementing

statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the

level of legal protection we enjoy.

These uncertainties may affect our judgment on the relevance of legal requirements and our ability

to enforce our contractual rights or tort claims.

In addition, the regulatory uncertainties may be exploited through unmerited or frivolous

legal actions or threats in attempts to extract payments or benefits from us.

the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or

at all and may have retroactive effect.

As a result, we may not be aware of our violation of any of these policies and rules until sometime

after the violation.

In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs

and diversion of resources and management attention.

time to time, our post-combination entity may have to resort to administrative and court proceedings to enforce our legal rights.

since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual

terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection our

post-combination entity enjoys than in more developed legal systems.

Furthermore, the PRC legal system is based in part on government

policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect.

we and our post-combination entity may not be aware of our violation of these policies and rules until sometime after the violation.

Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and

procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect

our business and impede our post-combination entity’s ability to continue its operations.

in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could

have a significant impact upon our ability to operate profitably in the PRC.

post-combination entity may conduct most of our operations and most of our revenue is generated in the PRC.

Accordingly, economic, political

and legal developments in the PRC will significantly affect our post- combination entity’s business, financial condition, results

of operations and prospects.

Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects

on economic conditions in the PRC and the ability of businesses to operate profitably.

Our post-combination entity’s ability to

operate profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations

or their interpretation, particularly those dealing with the Internet, including censorship and other restriction on material which can

be transmitted over the Internet, security, intellectual property, money laundering, taxation and other laws that affect our post-combination

entity’s ability to operate its business.

Securities Regulatory Commission and other Chinese government agencies may exert more oversight and control over foreign investment in

China-based issuers.

Additional compliance procedures may be required in connection with our business combination process, and, if required,

we cannot predict whether we will be able to obtain such approval.

As a result, both you and us face uncertainty about future actions

by the PRC government that could significantly affect our ability to continue to offer securities to investors and cause the value of

our securities to significantly decline or be worthless.

July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly

issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital

market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement

and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system

of extraterritorial application of the PRC securities laws.

Since this document is relatively new, uncertainties still exist in relation

to how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed

implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations

will have on our future business combination with a company with major operation in China.

Therefore, China Securities Regulatory Commission

and other Chinese government agencies may exert more oversight and control over foreign investment in China-based issuers.

compliance procedures may be required in connection with our business combination process, and, if required, we cannot predict whether

we will be able to obtain such approval.

As a result, both you and us face uncertainty about future actions by the PRC government that

could significantly affect our ability to continue to offer securities to investors and cause the value of our securities to significantly

decline or be worthless.

recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable

Act all call for additional and more stringent criteria to be applied to emerging market companies, including companies based in China,

upon assessing the qualification of their auditors, especially the non-U.S.

You should carefully consider the risks and uncertainties described below, together with all the other information in this Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes.

If any of the following risks actually occurs (or if any of those discussed elsewhere in this Annual Report on Form 10-K occurs), our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed.

The risks and uncertainties described below are not the only ones we face.

Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.

Unless otherwise indicated, references to our business being seriously harmed in these risk factors will include harm to our business, reputation, financial condition, results of operations, revenue, and future prospects.

In that event, the market price of our common stock could decline, and you could lose part or all of your investment.

Risk Factors Relating to Our Business and Industry

The holographic technology service industry is developing rapidly and affected by continuous technological changes, with the risk that we cannot continue to make the correct strategic investment and develop new products to meet customer needs.

The holographic service industry develops rapidly, and our success depends on our ability to continuously develop and implement services and solutions that predict and respond to rapid and ongoing changes in holographic technology and the industry, and to continuously provide services that meet the changing needs of customers.

If we do not invest enough in new technologies, or if we do not make the right strategic investments to address these developments and drive innovation, our competitive advantages may be negatively impacted.

To maintain and enhance our current competitive position, we need to continuously introduce new solutions and services to meet customers’ needs.

Research and development of new technologies and solutions require substantial investments of human resources and capital.

However, there is no guarantee that our research and development will be successful, or that we could achieve the excepted return on our human resources and capital investments.

While we intend to invest substantial resources to remain on the forefront of technological development, continuing changes in holographic technology and the markets, including the ADAS and autonomous driving industries, LiDAR and holographic digital twin technology service industries, could adversely affect adoption of holographic technology and/or our products, either generally or for particular applications.

Our future success will depend upon our ability to develop and introduce a variety of new capabilities and innovations to our existing product offerings, as well as the ability to introduce a variety of new product offerings, to address the changing needs of the markets.

If we are unable to devote adequate resources to develop products or cannot otherwise successfully develop products or system configurations that meet customer requirements on a timely basis or that remain competitive with technological alternatives, our products could lose market share, our revenue may decline, and our business and prospects may be adversely affected.

In addition, our success to date has been based on the delivery of holography-centered software and hardware solutions to research and development programs in which developers are investing substantial capital to develop new systems.

Our continued success relies on the success of the research and development phase of these customers as they expand into commercialized projects.

For example, with respect to our holographic ADAS segment, most of our automotive customers are just beginning on the path to commercialization, as large-scale commercialization of the autonomous driving industry is yet to start.

As holographic technology reaches the stage of large-scale commercialization, we will be required to develop and deliver holography-centered software and hardware solutions at price points that enable wider and ultimately mass-market adoption.

In addition, the delays in introducing products and innovations, and the failure to choose correctly among technical alternatives or the failure to offer innovative products or configurations at competitive prices may cause existing and potential customers to purchase our competitors’ products or turn to alternative technologies.

Our competitive position and results of operations could be harmed if we do not compete effectively.

The holographic service market is characterized by intense competition, new industry standards, limited barriers to entry, disruptive technology developments, short product life cycles, customer price sensitivity and frequent product introductions (including alternatives with limited functionality available at lower costs or free of charge).

Any of these factors could create downward pressure on pricing and profitability and could adversely affect our ability to retain current customers or attract new customers.

Our future success will depend on the ability to continuously enhance and integrate our existing products and services, introduce new products and services in a timely and cost-effective manner, meet changing customer expectations and needs, extend our core technology into new applications, and anticipate emerging standards, business models, software delivery methods and other technological developments.

Furthermore, some of our current and potential competitors enjoy competitive advantages such as greater financial, technical, sales, marketing and other resources, broader brand awareness, and access to larger customer bases.

As a result of these advantages, potential and current customers might select the products and services of our competitors, which may cause a loss of market share to us.

Adverse conditions in the related industries, such as the automotive industry, or the global economy in general could have adverse effects on our results of operations.

Our business is dependent, in large part on, and directly affected by, business cycles and other factors affecting the related industries, such as the automobile industry, and the global economy in general.

Automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rates and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements, and political volatility, especially in energy-producing countries and growth markets.

In addition, automotive production and sales can be affected by our automotive customers’ ability to continue operating in response to challenging economic conditions and in response to labor relations issues, regulatory requirements, trade agreements and other factors.

The volume of automotive production in China has fluctuated, sometimes significantly, from year to year, and we expect such fluctuations to give rise to fluctuations in the demand for our products.

In addition, adverse conditions in the global economy in general could also adversely affect the results of operations of our customers.

Any significant adverse changes in the results of operations of our customers could in turn have material adverse effects on our business, results of operations and financial position.

The market adoption of LiDAR, especially holographic LiDAR technology, is uncertain.

If market adoption of LiDAR does not continue to develop, or develops more slowly than we expect, our business will be adversely affected.

Our holographic LiDAR-based ADAS solutions can be applied to different use cases across end markets.

Despite the fact that the automotive industry has engaged in considerable effort to research and test LiDAR products for ADAS and autonomous driving applications, the application of LiDAR products, especially holographic LiDAR products, in commercially available vehicles has been generally limited.

We continually study emerging and competing sensing technologies and methodologies and we may add new sensing technologies to address LiDAR’s relative deficiencies in detecting colors and low reflectivity objects and performing in extreme weather conditions.

However, LiDAR products remain relatively new, and it is possible that other sensing modalities, or a new disruptive modality based on new or existing technology, including a combination of different technologies, will achieve acceptance or leadership in the ADAS and autonomous driving industries.

Even if LiDAR products are used in initial generations of autonomous driving technology and certain ADAS products, we cannot guarantee that LiDAR products will be designed into or included in subsequent generations of such commercialized technology.

Market growth potentials for ADAS or autonomous vehicles is difficult to predict, especially in light of the economic consequences of the COVID-19 pandemic.

By the time mass market adoption of autonomous vehicle technology is achieved, we expect competition among providers of sensing technology based on LiDAR and other modalities to increase substantially.

If commercialization of LiDAR products is not successful, or not as successful as we or the market expect, or if other sensing modalities gain acceptance by market participants and regulators by the time autonomous vehicle technology achieves mass market adoption, our business, results of operations and financial condition will be materially and adversely affected.

We are investing in and pursuing market opportunities outside of the automotive markets, including but not limited to industrial and security robots, mapping applications for topography and surveying and smart city initiatives.

We believe that our future revenue growth, if any, will depend in part on our ability to expand within new markets such as these and to enter new markets as they emerge.

Each of these markets presents distinct risks and, in many cases, requires us to address the particular requirements of that market.

Addressing these requirements can be time-consuming and costly.

The market for LiDAR technology outside of automotive applications is relatively new, rapidly developing and unproven in many markets or industries.

Many of our customers outside of the automotive industry are still in the testing and development phases and we cannot be certain that they will commercialize products or systems with our LiDAR products or at all.

We cannot be certain that LiDAR will be sold into these markets, or any market outside of automotive market, at scale.

If LiDAR technology does not achieve commercial success outside of the automotive industry, or if the market develops at a pace slower than we expect, our business, results of operation and financial condition will be materially and adversely affected.

Our results of operations could materially suffer in the event of insufficient pricing to enable us to meet profitability expectations.

If we are not able to obtain sufficient pricing for our services and solutions, our revenues and profitability could materially suffer.

The rates we are able to charge for services and solutions are affected by a number of factors, including:

general economic and political conditions;

the competitive environment in our industry;

market price of our service and products provided;

our bargaining power when entering into contract with customers;

our customers’ preferences and desire to reduce their costs;

our ability to accurately estimate, monitor and manage our contract revenues, costs of sales, profit margins and cash flows over the full contract period.

In addition, our profitability with respect to services and solutions for new technologies may be different when compared to the profitability of our current business, due to factors such as the use of alternative pricing, the mix of work and the number of service providers, among others.

The competitive environment in the holographic technology service industry and related industries in the PRC affects our ability to obtain favorable pricing in a number of ways, any of which could have a material negative impact on our results of operations.

The less we are able to differentiate and/or clearly convey the value of our services and solutions, the more likely that price will become the driving factor in selecting a service provider.

In addition, the introduction of new services or products by competitors could reduce our ability to obtain favorable pricing for the services or products that we offer.

Competitors may be willing, at times, to price contracts lower than us in an effort to enter new markets or increase market share.

Further, if competitors develop and implement methodologies that yield greater efficiency and productivity, they may be better positioned to offer similar services at lower prices.

As such, failure to adopt a sufficient pricing policy or adjust our pricing policy in a timely and effective manner could adversely and materially affect our competitive position in the industry, which could adversely and materially affect our operations and financial conditions.

We expect to incur substantial research and development costs and devote significant resources to identifying and commercializing new products, which could significantly reduce our profitability, and there is no guarantee that such efforts would eventually generate revenue for us.

Our future growth depends on penetrating new markets, adapting existing technologies and products to new applications and customer requirements, and introducing new services and products that achieve market acceptance.

We plan to incur substantial and potentially increasing, research and development costs as part of our efforts to design, develop, manufacture, and commercialize new products and enhance existing products.

Because we account for research and development as an operating expense, these expenditures will adversely affect our results of operations in the future.

Further, the performance of holographic LiDAR depends on software and hardware solutions involving the integration of automotive integrated circuit (IC), holographic image processing and algorithm software.

Production of these complex components may require extremely high cost, which may reduce our profit margins or increase our losses.

We may need to raise additional capital in the future in order to execute our business plan, which may not be available on terms acceptable to us, or at all.

In the future, we may require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances and we may determine to engage in equity or debt financings, or to enter into credit facilities for other reasons.

In order to further business relationships with current or potential customers and partners, we may issue equity or equity-linked securities to such current or potential customers or partners.

We may not be able to timely secure additional debt or equity financing on favorable terms, or at all.

If we raise additional funds through the issuance of equity or convertible debt or other equity-linked securities or if we issue equity or equity-linked securities to current or potential customers to further business relationships, our existing shareholders could experience significant dilution.

Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

If we are unable to obtain adequate financing or financing on terms satisfactory to us, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

Market share of our holographic LiDAR products will be materially adversely affected if such products are not adopted by the automotive original equipment manufacturers (OEMs) or their supplier for ADAS applications.

The OEMs and their suppliers have been developing applications in the autonomous driving and ADAS industries over the years.

These OEMs manufacturers and suppliers perform extensive testing or identification processes before ordering a large number of LiDAR products, as such products would function as part of a larger system or platform and must comply with certain other specifications.

In the future, we may spend a lot of time and resources to have our products selected by automotive OEMs and their suppliers, which is called “design win.” In terms of autonomous driving and ADAS technology, a design win means that our holographic LiDAR products have been selected for use in specific models.

If our products are not selected by the OEMs or their suppliers for one model, or if our products are not successful on that model, it is unlikely to be deployed on other models of that OEM.

If we fail to win a large number of models from one or more automotive OEMs or their suppliers, our business will be materially adversely affected.

We have material customer concentration, with a limited number of customers accounting for a material portion of our revenues for the years ended December 31, 2022 and 2021.

For the year ended December 31, 2022, our five largest customers in aggregate accounted for approximately 43.5% of our revenues, and our largest customer accounted for approximately 12.9% of our revenues.

There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers.

It is not possible for us to predict the future level of demand for our products and services that will be generated by these customers, or to predict the future demand for the products and services of these customers in the end-user marketplace.

In addition, revenues from these customers may fluctuate from time to time, which may be affected by market conditions or other factors, some of which may be outside of our control.

Further, we may not be able to maintain and solidify our relationships with these major customers on commercially reasonable terms, or at all.

As such, any declines in revenues from our major customers could have an adverse effect on our business, results of operations and financial condition.

The period of time from a “design win” to implementation is long, and we are subject to the risks of cancellation or postponement of the contract or unsuccessful implementation

Prospective customers, including those in the automotive industry, generally must make significant commitments of resources to test and validate our products and confirm that they can integrate with other technologies before including them in any particular system, product or model.

The development cycles of our products with new customers varies widely depending on the application, market, customer and the complexity of the product.

In the automotive market, for example, this development cycle can be five to seven or more years.

The development cycle in certain other markets can be months to one or two years.

These development cycles result in our investment of resources prior to realizing any revenue from the commercialization.

Further, we are subject to the risk that customers cancel or postpone implementation of our technology, as well as that we will not be able to integrate our technology successfully into a larger system with other sensing modalities.

Further, our revenue could be less than forecasted if the system, product or vehicle model that includes our LiDAR products is unsuccessful, including for reasons unrelated to our technology.

Long development cycles and product cancellations or postponements may adversely affect our business, results of operations and financial condition.

The complexity of our products could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software which could reduce the market adoption of our new products, damage our reputation with current or prospective customers, result in product returns or expose us to product liability and other claims and adversely affect our operating costs.

Our products are highly technical and very complex and require high standards to manufacture.

These products have in the past and will likely in the future experience defects, errors or bugs at various stages of development.

We may be unable to timely release new products, manufacture existing products, correct problems that have arisen or correct such problems to our customers’ satisfaction.

Additionally, undetected errors, defects or security vulnerabilities, especially as new products are introduced or as new versions are released, could result in (i) serious injury to the end users of technology incorporating our products, or those in the surrounding area, (ii) customers never being able to commercialize technology incorporating our products, and (iii) litigation against us, negative publicity and other consequences.

These risks are particularly prevalent in the highly competitive autonomous driving and ADAS markets.

Some errors or defects in our products may only be discovered after they have been tested, commercialized and deployed by customers.

If that is the case, we may incur significant additional development costs and product recall, repair or replacement costs.

Furthermore, we could also experience higher levels of product returns in such cases, which could adversely affect our financial results.

These problems may also result in claims against us by our customers or others.

our reputation or brand may be damaged as a result of these problems, and customers may be reluctant to buy our products, which could adversely affect our ability to retain existing customers and attract new customers.

Failure in cost control may negatively impact the market adoption and profitability of our products.

Our production output depends on our ability to produce and/or procure certain key components and raw materials at an acceptable price.

If we fail to reduce or control costs to be incurred thereof, we might not be able to price our products competitively, which in turn may reduce the market adoption rate of our products.

In addition, failure in cost control may also result in material adverse effects on our profitability.

As such, our results of operations and financial position will be adversely affected.

Continued pricing pressures may result in low profitability, or even losses to us.

Automotive OEMs possess significant leverage over their suppliers, including us, because the automotive component supply industry is highly competitive and has a high fixed cost base.

Accordingly, we expect to be subject to substantial continuing pressure from automotive OEMs and their suppliers to reduce the price of our products.

It is possible that pricing pressures could intensify beyond our expectations as automotive OEMs pursue restructuring, consolidation and cost-cutting initiatives.

If we are unable to generate sufficient production cost savings in the future to offset price reductions, our profitability would be adversely affected.

We have a limited operating history, and we may not be able to sustain rapid growth, effectively manage growth or implement business strategies.

We have a limited operating history.

Although we have experienced significant growth since launching our business, our historical performance results and growth rate may not be indicative of our future performance.

We may not be able to achieve similar results or grow at the same rate as we have in the past.

To keep pace with the development of the holographic technology service industry in the PRC, we may need to adjust and upgrade our product and service offerings or modify our business model.

These adjustments may not achieve expected results and may have a material and adverse impact on our financial conditions and results of operations.

In addition, our rapid growth and expansion have placed, and is expected to continue to place, a significant strain on our management and resources.

There is no assurance that our future growth will be sustained at a similar rate or at all.

We believe that our revenue, expenses and operating results may vary from period to period in response to a variety of factors beyond our control, which primarily include general economic conditions, emergencies and changes in policies, laws and regulations that may affect our business operations and our ability to monitor costs.

In addition, our ability to develop new sources of revenues, diversify monetization methods, attract and retain customers, continue developing innovative technologies, increase brand awareness, expand into new market segments, and adjust to the rapidly changing regulatory environment in the PRC, will also affect our future growth to a great extent.

Therefore, our historical results are not predictive of our future financial performance.

If we fail to attract, retain and engage appropriately-skilled personnel, including senior management and technology professionals, our business may be harmed.

Our future success depends on the retention of highly skilled executives and employees.

Competition for well-qualified and skilled employees is intense.

Our future success also depends on the continuing ability to attract, develop, motivate and retain highly qualified and skilled employees, including, in particular, software engineers, LiDAR scientists and holographic technology professionals.

Our continued ability to compete effectively depends on the ability to attract new employees and to retain and motivate existing employees.

If any member of our senior management team or other key employees leave, our ability to successfully operate the business and execute the business strategy could be adversely affected.

We may also have to incur significant costs in identifying, hiring, training and retaining replacements of departing employees.

Our business depends substantially on the market recognition of our brand, and negative media coverage could adversely affect our business.

We believe that enhancing our brand and extending our customer base are cornerstones to sustaining our competitive advantages.

Negative publicity about us and our business, shareholders, affiliates, directors, officers, and other employees, as well as the industry in which we operate, could be devastating and could materially and adversely affect the public perception of our brand, and in turn, reduce the sales of our products and services.

Negative publicity concerning could be related to a wide variety of matters, including:

alleged misconduct or other improper activities committed by our shareholders, affiliates, directors, officers and other employees;

false or malicious allegations or rumors about us or our shareholders, affiliates, directors, officers, and other employees;

user complaints about the quality of our products and services;

governmental and regulatory investigations or penalties resulting from our failure to comply with applicable laws and regulations.

In addition to traditional media, there has been an increasing use of social media platforms and similar devices in China, including instant messaging applications, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of users and other interested persons.

The availability of information on instant messaging applications and social media platforms is virtually immediate as its impact without affording us an opportunity for redress or correction.

The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available.

Information concerning us, shareholders, directors, officers and employees may be posted on such platforms at any time.

Risks associated with any such negative publicity or incorrect information cannot be eliminated entirely or mitigated, and may materially harm our reputation, business, financial condition and results of operations.

Failure to maintain, protect, and enhance our brand or to enforce our intellectual property rights may damage the results of our business and operations.

We believe that the protection of trade secrets, patents, trademarks and domain names is key to our success.

In particular, we must maintain, protect, and strengthen our intellectual property rights related to our holographic technical services.

Its intellectual property is essential to expanding the population of individuals and corporate users as well as increasing their trust in our services.

We are committed to protecting our intellectual property rights in accordance with PRC laws and relevant agreements.

We usually enter into confidentiality agreements with our employees to restrict the access, disclosure, and use of our proprietary information.

However, we cannot guarantee that the contractual arrangements and other measures taken by us are sufficient to prevent the theft of our proprietary information, to prevent competitors from independently developing similar technologies, or to prevent any attempt to imitate it.

Preventing unauthorized use of our intellectual property is difficult and costly, and the measures we take may not be enough to prevent intellectual property theft.

If we sue for enforcing intellectual property, the litigation may result in huge costs and dispersion of our management and financial resources.

Failure to protect our intellectual property rights may have a significant adverse impact on our business, financial position and operating performance.

We may be vulnerable to intellectual property infringement charges filed by other companies.

Although we developed and owns the core intellectual properties, the interpretation of PRC intellectual property laws and intellectual property standards are constantly evolving and may be uncertain.

As a result, there might be litigations based on allegations of infringement, misappropriation or other violations of intellectual property rights.

our defense of intellectual property rights claims brought against us or our customers, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force us to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments.

An adverse determination also could invalidate our intellectual property rights and adversely affect our ability to offer our products to our customers and may require that we procure or develop substitute products that do not infringe, which could require significant effort and expense.

A claim that our products infringe a third party’s intellectual property rights, even if untrue, could adversely affect our relationships with our customers, may deter future customers from purchasing our products and could expose us to costly litigation and settlement expenses.

Any of these events could adversely affect our business, operating results, financial condition and prospects.

We may not be able to protect our source code from copying if there is an unauthorized disclosure.

Source code, the detailed program commands for our middleware and software programs and solutions, is critical to our business.

Although we license portions of our application and operating system source code to several licensees, we take significant measures to protect the secrecy of large portions of our source code.

If our source code leaks, we might lose future trade secret protection for that code.

It may then become easier for third parties to compete with us by copying functionality, which could adversely affect our results of operations.

Third parties may register trademarks or domain names or purchase internet search engine keywords that are similar to our trademarks, brand or websites, or misappropriate our data and copy our platform, all of which could cause confusion to our users, divert online customers away from our products and services or harm our reputation.

To divert potential customers from us to such competitors’ or third parties’ websites or platforms, competitors and other third parties may purchase (i) trademarks that are similar to our trademarks and (ii) keywords that are confusingly similar to our brand or websites in internet search engine advertising programs and in the header and text of the resulting sponsored links or advertisements in order to divert our potential customers to such competitors’ or third parties’ websites or platforms.

Preventing such unauthorized use is inherently difficult.

If we are unable to prevent such unauthorized use, competitors and other third parties may continue to drive potential customers away from our platform to competing, irrelevant or potentially offensive platform, which could harm our reputation and cause us to lose revenue.

Our business is highly dependent on the proper functioning and improvement of our information technology systems and infrastructure.

Our business and operating results may be harmed by service disruptions, or by our failure to timely and effectively scale up and adjust our existing technology and infrastructure.

Our business depends on the continuous and reliable operation of our information technology (“IT”) systems.

Our IT systems are vulnerable to damage or interruption as a result of fires, floods, earthquakes, power losses, telecommunications failures, undetected errors in software, computer viruses, hacking and other attempts to harm our IT systems.

Disruptions, failures, unscheduled service interruptions or a decrease in connection speeds could damage our reputation and cause our customers and end-users to migrate to our competitors’ platforms.

If we experience frequent or constant service disruptions, whether caused by failures of our own IT systems or those of third-party service providers, then our user experience may be negatively affected, which in turn may have a material and adverse effect on our reputation and business.

We may not be successful in minimizing the frequency or duration of service interruptions.

As the number of our end-users increases and more user data are generated on our platform, we may be required to expand and adjust technology and infrastructure to continue to reliably store and process content.

Our operations depend on the performance of the Internet infrastructure and fixed telecommunications networks in China, which may experience unexpected system failure, interruption, inadequacy or security breaches.

Almost all access to the Internet in China is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology, or the MIIT.

Moreover, we primarily rely on a limited number of telecommunication service providers to provide us with data communications capacity through local telecommunications lines and Internet data centers to host our servers.

We have limited access to alternative networks or services in the event of disruptions, failures or other problems with China’s Internet infrastructure or the fixed telecommunications networks provided by telecommunication service providers.

Web traffic in China has experienced significant growth during the past few years.

Effective bandwidth and server storage at Internet data centers in large cities such as Beijing and Shenzhen are scarce.

With the expansion of our business, we may be required to upgrade technology and infrastructure to keep up with the increasing traffic on our platform.

We cannot assure you that the Internet infrastructure and the fixed telecommunications networks in China will be able to support the demands associated with the continued growth in Internet usage.

If we cannot increase our capacity to deliver online services, then we may not be able to expand our customer base, and the adoption of our services may be hindered, which could adversely impact our business and profitability.

In addition, we have no control over the costs of the services provided by telecommunication service providers.

If the prices we pay for telecommunications and Internet services rise significantly, our results of operations may be materially and adversely affected.

Furthermore, if Internet access fees or other charges to Internet users increase, some users may be prevented from accessing the mobile Internet and thus cause the growth of mobile Internet users to decelerate.

Such deceleration may adversely affect our ability to continue to expand our user base.

We use third-party services and technologies in connection with our business, and any disruption to the provision of these services and technologies to us could result in adverse publicity and a slowdown in the growth of our users, which could materially and adversely affect our business, financial condition and results of operations.

Our business partially depends on services provided by, and relationships with, various third parties.

Some third-party software we use in our operations is currently publicly available and free of charge.

If the owner of any such software decides to charge users or no longer makes the software publicly available, then we may need to incur significant costs to obtain licensing, find replacement software or develop it on our own.

If we are unable to obtain licensing, find or develop replacement software at a reasonable cost, or at all, our business and operations may be adversely affected.

We exercise no control over the third parties with whom we have business arrangements.

If such third parties increase their prices, fail to provide their services effectively, terminate their service or agreements or discontinue their relationships with us, then we could suffer service interruptions, reduced revenues or increased costs, any of which may have a material adverse effect on our business, financial condition and results of operations.

Our insurance policies may not provide adequate coverage for all claims associated with our business operations.

We maintain various insurance policies, such as group personal accident insurance and corporate employee benefits insurance.

However, our insurance coverage is still limited in terms of amount, scope and benefit.

Insurance companies in China offer limited business insurance products.

We do not have any business liability or disruption insurance coverage for our operations in China.

Any business disruption may result in our incurring substantial costs and the diversion of our resources.

Any uninsured business disruption, litigation or legal proceedings or natural disasters, such as epidemics, pandemics or earthquakes, or other events beyond our control could result in substantial costs and the diversion of our management’s attention.

If we were to be held liable for uninsured losses or amounts and claims for insured losses exceeding the limits of our insurance coverage, then our business, financial condition, and results of operations may be materially and adversely affected as a result.

We may be subject to claims, disputes or legal proceedings in the ordinary course of our business.

If the outcome of these proceedings is unfavorable to us, then our business, results of operations and financial condition could be adversely affected.

We may be subject to claims, disputes, or legal proceedings in the ordinary course of our business from time to time, which could adversely affect our business, results of operations and financial condition.

We may receive formal and informal inquiries from governmental authorities and regulators regarding our compliance with applicable laws and regulations, many of which are evolving and subject to interpretation.

Claims arising out of actual or alleged violations of laws could be asserted against us by our employees, customers, media partners, competitors, governmental entities in civil or criminal investigations and proceedings or other third parties.

These claims could be asserted under a variety of laws, including but not limited to advertising laws, Internet information services laws, intellectual property laws, unfair competition laws, data protection and privacy laws, labor and employment laws, securities laws, real estate laws, tort laws, contract laws, property laws and employee benefit laws.

We may also be subject to lawsuits due to actions by our media partners or advertising customers.

In addition, some of our service agreements contain certain indemnity provisions requiring us to indemnify our customers for certain non-compliance, intellectual property infringement, personal injury and death claims.

Our indemnity obligations may adversely affect our cash flow, operating results and financial conditions.

There can be no guarantee that we will be successful in defending itself in legal and arbitration actions or in asserting our rights under various laws.

If the outcome of these proceedings is unfavorable to us, then our business, results of operations and financial conditions could be adversely affected.

Even if we are successful in our attempt to defend itself in legal and arbitration actions or to assert our rights under various laws, enforcing our rights against the various parties involved may be expensive, time-consuming and ultimately futile.

These actions may expose us to negative publicity, substantial monetary damages and legal defense costs, injunctive relief, and criminal and civil fines and penalties, including but not limited to suspension or revocation of our licenses to conduct business.

We may need additional capital to support or expand our business, and we may be unable to obtain such capital in a timely manner or on acceptable terms, if at all.

Although we believe that our anticipated cash flows from operating activities, together with cash on hand, will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for the next twelve months, we cannot assure you this will be the case.

We may also need additional cash resources in the future if we pursue opportunities for investments, acquisitions or similar actions.

If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities.

The issuance and sale of additional equity would result in further dilution to our shareholding.

The incurrence of indebtedness would result in increased fixed obligations and could result in operational and financial covenants that would restrict our operations.

We have historically used bank borrowings to partially finance operations.

We cannot assure you that additional financing will be available in amounts sufficient or on terms acceptable to us, if at all.

Our management has limited experience in operating a public company and the requirements of being a public company may strain our resources, divert management’s attention and affect the ability to attract and retain qualified board members and officers.

Our executive officers have limited experience in the management of a publicly traded company.

Our management team may not successfully or effectively manage our transition to a U.S.

public company that will be subject to significant regulatory oversight and reporting obligations under U.S.

federal securities laws.

Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and our growth, which could harm our business, prospects and results of operations.

We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States.

The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected.

It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources.

Our business may be materially and adversely affected by the effects of natural disasters, health epidemics or similar situation.

In particular, the COVID-19 pandemic has already and may continue to cause negative impacts to our business, results of operations and financial condition.

Our business could be materially and adversely affected by natural disasters, such as earthquakes, floods, blizzards, typhoons or fire accidents, epidemics such as avian flu, swine flu, SARS, Ebola, Zika, COVID-19, or other events, such as acts of war, terrorism, environmental accidents, power shortages or communication interruptions.

Since the beginning of 2020, the COVID-19 pandemic has caused temporary closures of shops and facilities in China and around the world.

Our business growth used to be negatively affected as a result of the COVID-19 pandemic, and we had ever incurred additional implementation costs and general and administrative expenses, and thus financial condition was adversely affected.

As COVID-19 has negatively affected the broader Chinese economy and the global economy, China may continue to experience lower domestic consumption, higher unemployment, severe disruptions to exporting of goods to other countries and greater economic uncertainty, all of which may materially and adversely affect our business and results of operations.

Potential impacts of the COVID-19 pandemic include, but not limited to the following aspects:

temporary closure of offices, travel restrictions or business suspension of our customers’ business have already affected and may continue to adversely affect the demand for our services;

our suppliers may experience supply chain disruption, which could significantly reduce goods supply;

our customers may request additional time for payment or may not pay us at all, which could significantly increase the amount and turnover days of our trade receivables, and require us to record additional allowance for doubtful accounts;

any precautionary measure taken to minimize the risks of COVID-19, including travel restriction, quarantine, provisional request of remote work for employees, cancellation or postponement of industry activities and business travel, could damage our efficiency and productivity during the above-mentioned period and incur additional costs, slow down the brand promotion and marketing efforts, causing short-term fluctuation to our results of operations.

Due to the uncertain nature of the COVID-19 pandemic, it is impossible to reasonably estimate the financial impact brought by the outbreak and countermeasures of COVID-19 pandemic for the time being.

While most of the restrictions on movement within China have been relaxed as of the date of this Annual Report, there is great uncertainty as to the future progress of the pandemic.

Relaxation of restrictions on economic and social life may lead to new cases, which may lead to re-imposition of restrictions.

Consequently, the COVID-19 pandemic may materially adversely affect our business, financial condition and results of operations in 2022.

The extent to which this pandemic impacts our results of operations will depend on future developments which are highly uncertain and unpredictable, including new outbreaks of COVID-19, the severity of the virus infection, the effectiveness and availability of vaccines, and future actions we or the authorities may take in response to these developments.

We may be materially and adversely affected by the complexity, uncertainties and changes in the PRC laws and regulations governing Internet-related industries and companies.

The PRC government extensively regulates the Internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the Internet industry.

These Internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty.

As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violations of applicable laws and regulations.

Issues, risks and uncertainties relating to PRC regulations of the Internet business include, but are not limited to, the following:

there are uncertainties relating to the regulation of the Internet business in China, including evolving licensing practices and the requirement for real-name registrations.

Our PRC subsidiaries may be required to hold certain permits, licenses or operations, we may not be able to timely obtain or maintain all the required licenses or approvals, permits, or to complete filing, registration or other formalities necessary for our present or future operations, and we may not be able to renew certain permits or licenses or renew certain filing or registration or other formalities.

the evolving PRC regulatory system for the Internet industry may lead to the establishment of new regulatory agencies.

For example, in May 2011, the State Council announced the establishment of a new department, the State Internet Information Office.

The primary role of this new agency is to facilitate the policy-making and legislative development in this field to direct and coordinate with the relevant departments in connection with online content administration and to deal with cross-ministry regulatory matters in relation to the Internet industry.

We are unable to determine what policies this new agency or any new agencies to be established in the future may have or how they may interpret existing laws, regulations and policies and how they may affect us.

Further, new laws, regulations or policies may be promulgated or announced that will regulate Internet activities.

If these new laws, regulations or policies are promulgated, additional licenses may be required for our operations.

If our operations do not comply with these new regulations after they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties, and our business could be disrupted.

The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the Internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, Internet businesses in China, including our business.

There are also risks that we may be found to violate the existing or future laws and regulations given the uncertainty and complexity of China’s regulation of Internet business.

Our business may be exposed to Internet data, and we are required to comply with PRC laws and regulations relating to cyber security.

These laws and regulations could create unexpected costs, subject us to enforcement actions for compliance failures, or restrict portions of our business or cause us to change our data practices or business model.

Our business exposed to a large quantity of data.

We face risks inherent in handling and protecting large volume of data.

protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper use by our employees;

addressing concerns related to privacy and sharing, safety, security and other factors;

complying with applicable laws, rules and regulations relating to the collection, use, storage, transfer, disclosure and security of personal information, including any requests from regulatory and government authorities relating to this data.

Governments around the world, including the PRC government, have enacted or are considering legislation related to online businesses.

There may be an increase in legislation and regulation related to the collection and use of anonymous internet user data and unique device identifiers, such as IP address or mobile unique device identifiers, and other data protection and privacy regulation.

The PRC regulatory and enforcement regime with regard to data security and data protection is evolving.

All these laws and regulations may result in additional expenses and any non-compliance may subject us to negative publicity which could harm our reputation and negatively affect the trading price of our ordinary shares.

There are also uncertainties with respect to how these laws will be implemented in practice.

PRC regulators have been increasingly focused on regulation in the areas of data security and data protection.

We expect that these areas will receive greater attention and focus from regulators, as well as attract continued or greater public scrutiny and attention going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with data security and protection.

If we are unable to manage these risks, we could become subject to penalties, fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected.

In addition, regulatory authorities around the world have recently adopted or are considering a number of legislative and regulatory proposals concerning data protection.

These legislative and regulatory proposals, if adopted, and the uncertain interpretations and application thereof could, in addition to the possibility of fines, result in an order requiring us to change our data practices, which could have an adverse effect on our business and results of operations.

We may qualify as a “foreign private issuer” on June 30, 2023, after which we will become exempt from certain rules under the Exchange Act that would otherwise apply if we were a domestic issuer.

We may qualify as a “foreign private issuer” on June 30, 2023, after which we will become exempt from certain rules under the Exchange Act that would otherwise apply if we were a domestic issuer, including:

the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time;

the rules under the Exchange Act requiring the filing with the SEC of Annual Reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

We may take advantage of these exemptions (or voluntarily comply with the requirements applicable to US domestic public companies) until such time as we are no longer a foreign private issuer.

We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by US residents and any of the following three circumstances applies:

(i) the majority of our executive officers or directors are US citizens or residents;

(ii) more than 50% of our assets are located in the United States;

or (iii) our business is administered principally in the United States.

If we lose our foreign private issuer status and decide, or is required, to register as a US domestic issuer, the regulatory and compliance costs to us will be significantly more than the costs incurred as a foreign private issuer.

In such event, we would not be eligible to use foreign issuer forms, and would be required to file periodic and current reports and registration statements on US domestic issuer forms with the SEC, which are generally more detailed and extensive than the forms available to a foreign private issuer.

Risks Factors Relating to Finance and Accounting

Prior to the Business Combination, Golden Path had certain weaknesses in its internal control over financial reporting, which could continue to adversely affect our ability to report results of operations and financial condition accurately and in a timely manner.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”).

Specifically, the SEC Statement focused on certain provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing the warrants of Golden Path.

As a result of the SEC Statement, on January 18, 2022, Golden Path reevaluated the accounting treatment of the 5,750,000 warrants that were issued to its public shareholders in its Initial Public Offering (the “Public Warrants”).

Golden Path previously accounted for the Public Warrants as components of liabilities.

Golden Path should have classified the Public Warrants as components of equity in its previously issued financial statements.

In addition, in accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of Golden Path require ordinary shares subject to redemption to be classified outside of permanent equity.

Golden Path had previously classified a portion of its ordinary shares in permanent equity.

Although Golden Path did not specify a maximum redemption threshold, its charter provides that currently, it would not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

On January 18, 2022, Golden Path determined that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity.

As a resulted, on January 20, 2022, Golden Path filed Form 8-K to disclose non-reliance on previously issued financial statements.

On the same day, Golden Path filed Form 8-K/A to restate its financial statement as of June 24, 2021 and Form 10-Q/A to restate its Annual Report ended June 30, 2021.

To remediate these material weaknesses, Golden Path developed a remediation plan with assistance from its accounting advisors and have dedicated significant resources and efforts to the remediation and improvement of the internal control over financial reporting.

The measure Golden Path planned to take include:

(i) providing internal training to its accounting team on U.S.

GAAP knowledge;

and (ii) requiring staff members to participate in trainings and seminars provided by professional services firms on a regular basis to gain knowledge on regular accounting/SEC reporting updates;

(iii)enhancing its system of evaluating and implementing the complex accounting standards that apply to its financial statements.

(iv) providing enhanced access to accounting literature, research materials and documents and increased communication among its personnel and third-party professionals with whom Golden Path consult regarding complex accounting applications.

The elements of Golden Path’s remediation plan can only be accomplished over time and there can be no assurance that the measures Golden Path had taken and remediated the material weaknesses identified prior to the Business Combination.

We can offer no assurance that these remedial measures previously planned or taken by Golden Path will be effectively implemented or ultimately have the intended effects after the Business Combination.

Additional material weaknesses or restatements of financial results may still arise in the future due to our failures to implement and maintain adequate internal control over financial reporting or circumvention of these controls.

Even if we devote substantial resources to strengthen our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of financial statements.

Prior to the Business Combination, MC had previously identified certain material weaknesses which may continue to cause our failure to maintain an effective system of internal control over financial reporting and may result in material misstatements of the consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

In the course of auditing MC’s consolidated financial statements for the years ended December 31, 2020 and 2021, MC and its independent registered public accounting firm had identified certain material weaknesses in MC’s internal control over financial reporting in accordance with the standards established by the Public Company Accounting Oversight Board of the United States (“PCAOB”).

As defined in the standards established by the U.S.

Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The first material weakness was that MC did not maintain an effective control environment.

Specifically, MC lacked sufficient resources regarding financial reporting and accounting personnel with an understanding of U.S.

GAAP, in particular, to address complex U.S.

GAAP technical accounting issues, related disclosures in accordance with U.S.

GAAP, and financial reporting requirements set forth by the SEC.

To address this material weakness, MC had engaged external consultants to assist with financial reporting and related disclosure under U.S.

GAAP standard and plans to initiate a remediation plan to address the first material weakness.

MC’s remedial efforts primarily focused on:

(i) hiring personnel expertized in technical accounting and financial reporting;

(ii) improving its accounting and financial reporting procedures;

and (iii) adopting various reporting systems to ensure the completeness, timeliness and accuracy of MC’s financial reporting.

The second material weakness was that MC lacked formal policies and procedures to establish a risk assessment process and internal control framework and lacked an audit committee and the internal audit function to establish formal risk assessment process and internal control framework.

To respond to this material weakness, MC had initiated a remediation plan in 2021.

MC’s remedial efforts primarily focused on:

(i) identifying and evaluating risks that MC faces;

(ii) adopting control activities to be taken to mitigate risks with written policies and procedures;

(iii) ensuring efficient internal and external communication environment and all parts of MC are adhering to standard practices;

and (iv) monitoring regularly to verify that internal controls are functioning property.

the closing of the Business Combination, we kept devoting significant effort and resources to the remediation and improvement of the

weaknesses as aforementioned.

As of the date of this Annual Report, we did not incur material costs related to the measures undertaken

to address the two weaknesses.

However, we may incur additional operating cost as we further proceed with such measures.

After the consummation of the Business Combination, MC became a part of Golden Path (currently known as MicroCloud Hologram Inc.), a public company in the United States subject to the Sarbanes-Oxley Act of 2002.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that us include a report of management on our internal control over financial reporting and that our independent registered public accounting firm attest to and report on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F or Form 10-K beginning with our annual report for the fiscal year ending December 31, 2022.

Our management may conclude that our internal control over financial reporting is not effective.

Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which such internal controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.

In addition, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future.

We may be unable to timely complete our evaluation testing and any required remediation.

We will continue the process to implement the remedial measures, there is no assurance that such measures will fully remedy any identified deficiency, or that additional material weaknesses in our controls and procedures will not be identified in the future.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting.

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404.

If we fail to achieve and maintain an effective internal control environment, it could suffer material misstatements in our financial statements and fail to meet reporting obligations, which would likely cause investors to lose confidence in our reported financial information.

This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ordinary shares.

Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we listed, regulatory investigations and civil or criminal sanctions.

We may also be required to restate our financial statements from prior periods.

Risk Factors Relating to Doing Business in China

Adverse changes in China’s economic, political or social conditions, laws, regulations or government policies could have a material adverse effect on our business, financial condition and results of operations.

Substantially all of our revenues are generally sourced from Mainland China through the operating companies in China.

Accordingly, our results of operations, financial condition and prospects are influenced by economic, political and legal developments in China.

Economic reforms begun in the late 1970s have resulted in significant economic growth.

However, any economic reform policies or measures in China may from time to time be modified or revised.

China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources.

Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government.

In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies.

The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

While the PRC economy has experienced significant growth in the past 30 years, growth has been uneven across different regions and among different economic sectors.

The Chinese government has implemented measures to encourage economic growth and guide the allocation of the resources.

Some of these measures may benefit the overall Chinese economy but may have a negative effect on us.

For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations.

Although the PRC economy has grown significantly in the past decade, that growth may not continue, as evidenced by the slowing of the growth of the PRC economy since 2012.

Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material adverse effect on specific industries or the overall economic growth of China.

Such developments could adversely affect our business and operating results, lead to reduction in demand for our services and adversely affect our competitive position.

A severe or prolonged downturn in the PRC or global economy and political tensions between the United States and China could materially and adversely affect our business and our financial condition.

The global macroeconomic environment is facing challenges, including the end of quantitative easing by the U.S.

Federal Reserve, the economic slowdown in the Eurozone since 2014 and uncertainties over the impact of Brexit.

The Chinese economy has shown slower growth compared to the previous decade since 2012 and the trend may continue.

There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China.

There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted in market volatility.

If we plan to expand our business internationally and does business cross-border in the future, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for our products and services, impact our competitive position, or prevent us from being able to conduct business in certain countries.

If any new tariffs, legislation, or regulations are implemented, or if existing trade agreements are renegotiated, such changes could adversely affect our business, financial condition, and results of operations.

In particular, there have been heightened tensions in international economic relations between the United States and China.

government has recently imposed, and has recently proposed to impose additional, new, or higher tariffs on certain products imported from China to penalize China for what the U.S.

government characterizes as unfair trade practices.

China has responded by imposing, and proposing to impose additional, new, or higher tariffs on certain products imported from the United States.

Following mutual retaliatory actions for months, on January 15, 2020, the United States and China entered into the Economic and Trade Agreement Between the United States of America and the People’s Republic of China as a phase one trade deal, effective on February 14, 2020.

Although the direct impact of the current international trade tension, and any escalation of such tension, on the holographic technology industry in China is uncertain, the negative impact on general, economic, political and social conditions may adversely impact our business, financial condition and results of operations.

Furthermore, as part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular China’s, on December 18, 2020, the former U.S.

President Donald J.

Trump signed the Holding Foreign Companies Accountable Act into law, which requires the SEC to propose rules within 90 days after its enactment to prohibit securities of any registrant from being listed on any of the U.S.

securities exchanges or traded “over the counter” if the auditor of the registrant’s financial statements is not subject to the PCAOB inspection for three consecutive years after the law becomes effective.

The Holding Foreign Companies Accountable Act and any proposed SEC rules may have a material and adverse impact on the stock performance of China-based companies listed in the United States.

In addition, the recent market panics over the global outbreak of COVID-19 materially and negatively affected the global financial markets in March 2020, which may cause potential slowdown of the global economy.

Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China.

Any severe or prolonged slowdown in the global or Chinese economy and the political tensions between the United States and China may materially and adversely affect our business, financial condition, results of operations and prospects.

The recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies, including companies based in China, upon assessing the qualification of their auditors, especially the non-U.S.

auditors who are not inspected by the PCAOB.

April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D.

Duhnke III, along with other senior SEC staff, released a joint

statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including

The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers

in China and higher risks of fraud in emerging markets.

May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating

in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director

for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based

on the qualifications of the company’s auditors.

May 20, 2020, the U.S.

Senate passed the HFCAA requiring a foreign company to certify it is not owned or controlled by a foreign government

if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to the PCAOB inspection.

the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited

to trade on a national exchange.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D.

Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China.

The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the U.S.

Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to the PCAOB inspection.

If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange.

On December 2, 2020, the U.S.

House of Representatives approved the Holding Foreign Companies Accountable

On December 18, 2020, the HFCAA was signed into law.

House of Representatives approved the Holding Foreign Companies Accountable Act.

On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.

On June 22, 2021, the U.S.

Senate passed the Accelerating Holding Foreign Companies

Accountable Act.

The bill, if enacted, would shorten the three-consecutive-year compliance period under the HFCAA to two consecutive

As of March 24, 2021, the SEC adopted interim final amendments to implement congressionally mandated submission and disclosure

requirements of the HFCAA.

On November 5, 2021, the SEC approved the PCAOB Rule 6100, which will establish a framework for the PCAOB’s

determinations under the HFCAA that the PCAOB is unable to inspect or investigate completely registered public accounting firms located

in a foreign jurisdiction because of a position taken by an authority in that jurisdiction.

On December 2, 2021, the SEC adopted final

amendments implementing congressionally mandated submission and disclosure requirements of the HFCAA.

lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the

auditors based in China.

Senate passed the Accelerating Holding Foreign Companies Accountable Act.

The bill, if enacted, would shorten the three-consecutive-year compliance period under the HFCA Act to two consecutive years.

As of March 24, 2021, the SEC adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the Holding Foreign Companies Accountable Act.

On November 5, 2021, the SEC approved the PCAOB Rule 6100, which will establish a framework for the PCAOB’s determinations under the HFCA Act that the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by an authority in that jurisdiction.

On December 2, 2021, the SEC adopted final amendments implementing congressionally mandated submission and disclosure requirements of the Holding Foreign Companies Accountable Act.

The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China.

As a result, the investors may be deprived of the benefits of such PCAOB inspections.

The inability of the PCAOB

to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit

procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections.

auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus/proxy statement,

as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws

in the United States pursuant to which the PCAOB conducts regular inspections to assess MC’s auditor’s compliance with

the applicable professional standards.

MC’s auditor is headquartered in Manhattan, New York, and has been inspected by the

PCAOB on a regular basis with the last inspection in June 2018.

Therefore, it is not subject to the Determination announced by the

PCAOB on December 16, 2021.

Moreover, the PCAOB currently has access to inspect the audit workpapers of MC’s PRC subsidiaries or

any PRC-based subsidiary post-business combination.

Notwithstanding the foregoing, in the future, if there is any regulatory change or

steps taken by the PRC regulators that do not permit Friedman LLP to provide audit documentation located in China or Hong Kong to the

PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that MC is subject to the HFCAA, as the

same may be amended, you may be deprived of the benefits of such inspection which could result in limitation or restriction to MC access

capital markets and trading of MC’s securities, including trading on the national exchange and trading on “over-the-counter”

markets, may be prohibited under the HFCAA.

However, in the event the PRC authorities would further strengthen regulations over auditing

work of Chinese companies listed on the U.S.

stock exchanges, which would prohibit MC’s current auditor to perform work in China,

then MC would need to change its auditor and the audit workpapers prepared by MC’s new auditor may not be inspected by the PCAOB

without the approval of the PRC authorities, in which case the PCAOB may not be able to fully evaluate the audit or the auditors’

quality control procedures.

Furthermore, due to the recent developments in connection with the implementation of the HFCAA, MC cannot

assure you whether the SEC, Nasdaq or other regulatory authorities would apply additional and more stringent criteria to MC after considering

the effectiveness of MC’s auditor’s audit procedures and quality control procedures, adequacy of personnel and training,

or sufficiency of resources, geographic reach or experience as it relates to the audit of MC’s financial statements.

The requirement

in the HFCAA that the PCAOB be permitted to inspect the issuer’s public accounting firm within three years, may result in the delisting

of MC in the future if the PCAOB is unable to inspect MC’s accounting firm at such future time.

The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections.

Our auditor is registered with the PCAOB and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards.

Our auditor, Assentsure PAC, is headquartered in Singapore.

Therefore, our auditor is subject to the Determination announced by the PCAOB on December 16, 2021.

Moreover, the PCAOB currently has access to inspect the audit workpapers of our PRC subsidiaries or any PRC-based subsidiary.

Notwithstanding the foregoing, in the future, if there is any regulatory change or steps taken by the PRC regulators that do not permit Assentsure PAC to provide audit documentation located in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are 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, including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCA Act.

However, in the event the PRC authorities would further strengthen regulations over auditing work of Chinese companies listed on the U.S.

stock exchanges, which would prohibit our current auditor to perform work in China, then we would need to change our auditor and the audit workpapers prepared by our new auditor may not be inspected by the PCAOB without the approval of the PRC authorities, in which case the PCAOB may not be able to fully evaluate the audit or the auditors’ quality control procedures.

Furthermore, due to the recent developments in connection with the implementation of the Holding Foreign Companies Accountable Act, we cannot assure you whether the SEC, Nasdaq or other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

The requirement in the HFCA Act that the PCAOB be permitted to inspect the issuer’s public accounting firm within three years, may result in the delisting of us in the future if the PCAOB is unable to inspect our accounting firm at such future time.

Uncertainties in the promulgation, interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.

The PRC legal system is a civil law system based on written statutes.

Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the promulgation of new rules and explanations and interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.

The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investments in China.

However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China.

In particular, the interpretation and enforcement of these laws and regulations involve uncertainties.

Specifically, rules and regulations in China can change quickly with little advance notice.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights.

However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems.

Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect.

As a result, we may not be aware of our violation of these policies and rules until sometime after the violation.

Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.

We may subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection.

These laws and regulations are continuously evolving and developing.

The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws.

In particular, there are numerous laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data.

Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

We expect to obtain information about various aspects of our customers’ and end users’ operations as well as regarding our employees and third parties.

We also maintain information about various aspects of our customers’ operations as well as regarding our employees.

The integrity and protection of our customers, employees and company data is critical to our business.

our customers and employees expect that we will adequately protect their personal information.

We are required by applicable laws to keep strictly confidential the personal information that we collect, and to take adequate security measures to safeguard such information.

The PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtained during the course of performing duties or providing services or obtaining such information through theft or other illegal ways.

On November 7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the PRC, or Cyber Security Law, which became effective on June 1, 2017.

Pursuant to the Cyber Security Law, network operators must not, without users’ consent, collect their personal information, and may only collect users’ personal information necessary to provide their services.

Providers are also obliged to provide security maintenance for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.

The Civil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020 and effective from January 1,2021) provides main legal basis for privacy and personal information infringement claims under the Chinese civil laws.

PRC regulators, including the Cyberspace Administration of China, MIIT, and the Ministry of Public Security have been increasingly focused on regulation in the areas of data security and data protection.

The PRC regulatory requirements regarding cybersecurity are constantly evolving.

For instance, various regulatory bodies in China, including the Cyberspace Administration of China, the Ministry of Public Security and the SAMR, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations.

In April 2020, the Chinese government promulgated Cybersecurity Review Measures, which came into effect on June 1, 2020.

According to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.

In November 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”), which became effective in June 2017.

The CSL is the first PRC law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny.

The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits.

In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020.

Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.

On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments (“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country;

and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad.

The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” The cybersecurity review will also investigate the potential national security risks from overseas IPOs.

We do not know what regulations will be adopted or how such regulations will affect us and our listing on Nasdaq.

In the event that the Cyberspace Administration of China determines that we are subject to these regulations, we may be required to delist from Nasdaq and we may be subject to fines and penalties.

Recently, the Cyberspace Administration of China has taken action against several Chinese internet companies in connection with their initial public offerings on U.S.

securities exchanges, for alleged national security risks and improper collection and use of the personal information of Chinese data subjects.

According to the official announcement, the action was initiated based on the National Security Law, the Cyber Security Law and the Measures on Cybersecurity Review, which are aimed at “preventing national data security risks, maintaining national security and safeguarding public interests.” On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law, which took effect on September 1, 2021.

The Data Security Law also sets forth the data security protection obligations for entities and individuals handling personal data, including that no entity or individual may acquire such data by stealing or other illegal means, and the collection and use of such data should not exceed the necessary limits the costs of compliance with, and other burdens imposed by, CSL and any other cybersecurity and related laws may limit the use and adoption of our products and services and could have an adverse impact on our business.

The PRC Internet Information Office has issued the Measures for Cybersecurity Review (Revised Draft for Comments), pursuant to which it is unclear at the present time how widespread the cybersecurity review requirement and the enforcement action will be and what effect they will have on the hologram technology sector generally and we in particular.

China’s regulators may impose penalties for non-compliance ranging from fines or suspension of operations, and this could lead to our delisting from the U.S.

stock market.

Further, if the Measures for Cybersecurity Review to be enacted in the future will mandate clearance of cybersecurity review and other specific actions to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

After the new PRC Data Security Law was enacted in September, we became not subject to the cybersecurity review by the CAC for this offering, given that:

(i) our products and services are offered not directly to individual users but through our business customers;

(ii) we do not possess a large amount of personal information in our business operations;

and (iii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities.

However, there remains uncertainty as to how the Draft Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Draft Measures.

If any such new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us.

of the date of this Annual Report, we have not been informed by any relevant Chinese government authorities that we are identified as

or considered a “critical information infrastructure operator” or “data processing operator.” We are also not

aware of any requirement that we should file for a cybersecurity review, nor have we received any inquiry, notice, warning, sanction

in such respect or any regulatory objections to this offering.

However, in anticipation of the strengthened implementation of cybersecurity

laws and regulations, there can be no assurance that we will not be deemed as a critical information infrastructure operator or data

processing operator under the Chinese cybersecurity laws and regulations in the future, or that the draft measures will not be further

amended or other laws or regulations will not be promulgated to subject us to the cybersecurity review or other compliance requirements.

In such case, we may face challenges in addressing such enhanced regulatory requirements.

On August 20, 2021, the Standing Committee of the NPC approved the Personal Information Protection Law (“PIPL”), which became effective on November 1, 2021.

The PIPL regulates collection of personal identifiable information and seeks to address the issue of algorithmic discrimination.

Companies in violation of the PIPL may be subject to warnings and admonishments, forced corrections, confiscation of corresponding income, suspension of related services, and fines.

We offer our holographic digital twin technology resource library services mainly to corporate clients and has limited interactions with individual end-users, which means our potential access or exposure to customers’ personal identifiable information is limited.

However, in the event we inadvertently access or become exposed to customers’ personal identifiable information, through our holographic digital twin technology resource library services which access or store customer’ personal identifiable information, then we may face heightened exposure to the PIPL.

We cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws.

In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at all.

Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business, financial condition, and results of operations.

If our equity ownership is challenged by the PRC authorities, it may have a significant adverse impact on our operating results and your investment value.

We are not an operating company, but a holding company incorporated in the Cayman Islands, and our business is carried out by our subsidiaries.

The MOFCOM and NDRC, promulgated the Special Administrative Measures for the Access of Foreign Investment (Negative List) (2021 Version) (the “2021 Negative List”) on December 27, 2021, which became effective on January 1, 2022.

The 2021 Negative List replaced the Special Administrative Measures for the Access of Foreign Investment (2020 Version) (the “2020 Negative List”) and serves as the main basis for management and guidance for the MOFCOM to manage and supervise foreign investments.

Because those industries not set out on the 2021 Negative List shall be classified as industries permitted for foreign investment and none of our businesses are on the 2021 Negative List or the 2020 Negative List, the operations of us and our subsidiaries fall within the MOFCOM permitted activities and are not subject to restrictions to foreign investments or equity ownership.

Therefore, we are able to conduct our business through our wholly owned PRC subsidiaries without being subject to the restrictions imposed by the foreign investment laws and regulations of the PRC.

However, it is uncertain whether the relevant PRC government authority would reach the same assessment as us, that we operate solely in permitted industries, or whether such assessment will be changed in the future.

If this assessment is questioned by the relevant PRC government authority, it may lead to a material adverse impact on our business operations and the value of your investment.

Based on the opinions of our understanding of the current PRC law, our current organizational structure is effective and the ownership structure of the PRC subsidiaries complies with the current PRC law and will comply with the current PRC law immediately after the Merger.

However, there is uncertainty as to this conclusion as we cannot assure you that relevant PRC governmental agencies would reach the same conclusion as we do.

In the future, if our equity ownership of China’s operating subsidiaries is questioned by the PRC authorities, it will have a significant adverse impact on our operating results and the value of your investment.

If foreign ownership is disallowed by the PRC government in the future, the ownership of our PRC-based subsidiaries may be rescinded, and your ordinary shares may end up worthless in value.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management based on foreign laws.

We are a company incorporated under the laws of the Cayman Islands, we conduct substantially all of our operations in China, and substantially all of our assets are located in China.

In addition, all our senior executive officers reside within China for a significant portion of the time and most are PRC nationals.

As a result, it may be difficult for our shareholders to effect service of process upon us or those persons inside China.

In addition, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands and many other countries and regions.

Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Shareholder claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in China.

For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities.

Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanism.

According to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC.

Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties.

See also “ Risk Factors—Risk Factors Relating to an Investment in Our Ordinary Shares—You may face difficulties in protecting your interests, and your ability to protect your rights through U.S.

courts may be limited, because we are incorporated under Cayman Islands law.

Under the PRC enterprise income tax law, we may be classified as a “PRC resident enterprise”, which could result in unfavorable tax consequences to we and our shareholders and have a material adverse effect on our results of operations and the value of your investment.

Under the PRC enterprise income tax law that became effective on January 1, 2008, an enterprise established outside the PRC with “ de facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income.

On April 22, 2009, the State Administration of Taxation, or the SAT, issued the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprise on the Basis of De Facto Management Bodies, or SAT Circular 82, which provides certain specific criteria for determining whether the “ de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China.

Further to SAT Circular 82, on August 3, 2011, the SAT issued the Administrative Measures of Enterprise Income Tax of Chinese-Controlled Offshore Incorporated Resident Enterprises (Trial), or SAT Bulletin 45, which became effective on September 1, 2011, to provide more guidance on the implementation of SAT Circular 82.

According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be considered a PRC tax resident enterprise by virtue of having its “ de facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the following conditions are met:

(a) the senior management and core management departments in charge of its daily operations function have their presence mainly in the PRC;

(b) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC;

(c) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC;

and (d) not less than half of the enterprise’s directors or senior management with voting rights habitually reside in the PRC.

SAT Bulletin 45 further clarifies the resident status determination, post-determination administration as well as competent tax authorities.

Although SAT Circular 82 and SAT Bulletin 45 only apply to offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise group instead of those controlled by PRC individuals or foreigners, the determination criteria set forth therein may reflect SAT’s general position on how the term “ de facto management body” could be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, individuals or foreigners.

We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes even if the standards for “ de facto management body” prescribed in the SAT Circular 82 are applicable to us.

However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “ de facto management body.” If the PRC tax authorities determine that we or any of our subsidiaries outside of China is a PRC resident enterprise for enterprise income tax purposes, we may be subject to PRC enterprise income on our worldwide income at the rate of 25%, which could materially reduce our net income.

In addition, we will also be subject to PRC enterprise income tax reporting obligations.

Although dividends paid by one PRC tax resident to another PRC tax resident should qualify as “tax-exempt income” under the enterprise income tax law, we cannot assure you that dividends by our PRC subsidiaries to our Cayman Islands holding company will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax on dividends, and the PRC tax authorities have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes.

Non-PRC resident holders of our ordinary shares may also be subject to PRC withholding tax on dividends paid by us and PRC tax on gains realized on the sale or other disposition of ordinary shares, if such income is sourced from within the PRC.

The tax would be imposed at the rate of 10% in the case of non-PRC resident enterprise holders and 20% in the case of non-PRC resident individual holders.

In the case of dividends, we would be required to withhold the tax at source.

Any PRC tax liability may be reduced under applicable tax treaties or similar arrangements.

Although our holding company is incorporated in the Cayman Islands, it remains unclear whether dividends received and gains realized by our non-PRC resident holders of our ordinary shares will be regarded as income from sources within the PRC if we are classified as a PRC resident enterprise.

Any such tax will reduce the returns on your investment in our ordinary shares.

We cannot assure you that the PRC tax authorities will not, at their discretion, adjust any capital gains and impose tax return filing and withholding or tax payment obligations with respect to any internal restructuring, and our PRC subsidiaries may be requested to assist in the filing.

Any PRC tax imposed on a transfer of our shares not through a public stock exchange, or any adjustment of such gains would cause us to incur additional costs and may have a negative impact on the value of your investment in us.

We may not be able to obtain certain benefits under relevant tax treaties on dividends paid by our PRC subsidiaries to us through our Hong Kong subsidiaries.

We are an exempted company with limited liability, used as holding company, incorporated under the laws of the Cayman Islands and as such relies on dividends and other distributions on equity from our PRC subsidiaries, as paid to us through our Hong Kong subsidiaries, to satisfy part of our liquidity requirements.

Pursuant to the PRC Enterprise Income Tax Law, a withholding tax rate of 10% currently applies to dividends paid by a PRC “resident enterprise” to a foreign enterprise investor, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for preferential tax treatment.

Pursuant to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, and Circular 81 issued by the State Administration of Taxation, such withholding tax rate may be lowered to 5% if the PRC enterprise is at least 25% held by a Hong Kong enterprise throughout the 12 months prior to distribution of the dividends and is determined by the relevant PRC tax authority to have satisfied other requirements.

Furthermore, under the Administrative Measures for Non-Resident Enterprises to Enjoy Treatments under Tax Treaties, which became effective in August 2015, the non-resident enterprises shall determine whether they are qualified for preferential tax treatment under the tax treaties and file relevant reports and materials with the tax authorities.

There are also other conditions for benefiting from the reduced withholding tax rate according to other relevant tax rules and regulations.

We cannot assure you that our determination regarding our Hong Kong subsidiaries’ qualification to benefit from the preferential tax treatment will not be challenged by the relevant PRC tax authority or that we will be able to complete the necessary filings with the relevant PRC tax authority and benefit from the preferential withholding tax rate of 5% under the Double Taxation Avoidance Arrangement with respect to dividends to be paid by our PRC subsidiaries to our Hong Kong subsidiaries.

Our PRC subsidiaries may face uncertainties relating to special preferential income tax rate in connection with PRC high and new technology enterprise and tax exempt status.

Three of our subsidiaries, Shanghai Mengyun Shenzhen Mengyun and Shenzhen Bowei have received the High and New Technology Enterprise Certification.

Shanghai Mengyun obtained the “high-tech enterprise” tax status in October 2017 and further renewed in December 2020, which reduced its statutory income tax rate to 15% from January 2017 to December 2023.

Shenzhen Mengyun obtained the “high-tech enterprise” tax status in November 2018 and further renewed in December 2021, which reduced its statutory income tax rate to 15% from January 2018 to December 2024.

Shenzhen Bowei obtained the “high-tech enterprise” tax status in December 2021, which reduced its statutory income tax rate to 15% from December 2021 to December 2024.

Under PRC laws, Shanghai Mengyun Shenzhen Mengyun and Shenzhen Bowei shall satisfy all the conditions stipulated under the Administrative Measures for Recognition of High and New Technology Enterprises and relevant guidance, including relevant financial, research and development thresholds, manufacturing and otherwise requirements during the three-year period.

We cannot assure that Shanghai Mengyun Shenzhen Mengyun and Shenzhen Bowei may maintain the High and New Technology Enterprise Certification during the next three-year period and such preferential income tax treatment could be revoked if Shanghai Mengyun Shenzhen Mengyun and Shenzhen Bowei are deemed unqualified to receive such tax benefits.

There is also no guarantee that Shanghai Mengyun Shenzhen Mengyun and Shenzhen Bowei will receive a new High and New Technology Enterprise Certification upon expiration of the three-year preferential treatment period.

Accordingly, our financial condition and operation may be adversely affected due to such changes.

Besides, certain of our subsidiaries, Horgos Weiyi, Horgos Youshi, Horgos Bowei and Horgos Tianyuemeng were formed and registered in Horgos in Xinjiang Province, China from 2016 to 2020, and Kashgar Youshi was formed and registered in Kashgar in Xinjiang Provence, China in 2016.

These companies are not subject to income tax for 5 years and can obtain another two years of tax exempt status and three years at reduced income tax rate of 12.5% after the 5 years due to the local tax policies to attract companies in various industries.

However, there is a possibility that the local tax bureaus may change their policy and these subsidiaries may be subject to PRC income tax going forward.

the Ministry of Finance (“MOF”) and State Administration of Taxation (“SAT”) on January 17, 2019 jointly issued

Cai Shui 2019 No.

This clarified that from January 1, 2019 to December 31, 2021, eligible small enterprises whose RMB 1,000,000 of

annual taxable income is eligible for a 75% reduction on a rate of 20% (i.e., effective rate is 5%) and the income between RMB 1,000,000

and RMB 3,000,000 is eligible for 50% reduction on a rate of 20% (i.e., effective rate is 10%).

On April 2, 2021, MOF and SAT further

jointly issued Cai Shui 2021 No.

12, which clarified that from January 1, 2022 to December 31, 2022, eligible small enterprises whose

RMB 1,000,000 of annual taxable income is eligible for an extra 50% reduction base on Cai Shui 2019 No.

13 (i.e., effective rate is 2.5%).

On March 14, 2022, MOF and SAT further jointly issued Cai Shui 2022 No.

13, which clarified that from January 1, 2022 to December 31,

2022, eligible small enterprises whose income between RMB 1,000,000 and RMB 3,000,000 is eligible for an extra 50% reduction base on

Cai Shui 2019 No.

13 (i.e., effective rate is 5%).

For the years ended December 30, 2021 and 2022, Shenzhen Tianyuemeng and Shenzhen

Yunao were eligible to employ this policy.

To the extent that we are unable to obtain similar above preferential rates in the future such that our current effective tax rate is

not indicative of future results.

As a result, the tax laws in the countries in which we and our affiliates do business could change on

a prospective or retroactive basis, and any such changes could adversely affect us and our affiliates.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

We face uncertainties regarding the reporting on and consequences of previous private equity financing transactions involving the transfer and exchange of shares in us by non-resident investors.

In February 2015, the SAT issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or SAT Bulletin 7, as amended in 2017.

Pursuant to this bulletin, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax.

As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax.

According to SAT Bulletin 7, “PRC taxable assets” include assets attributed to an establishment in China, immovable properties located in China, and equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes.

When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, features to be taken into consideration include:

whether the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets;

whether the assets of the relevant offshore enterprise mainly consist of direct or indirect investment in China or if its income mainly derives from China;

whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure;

the duration of existence of the business model and organizational structure;

the replicability of the transaction by direct transfer of PRC taxable assets;

and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements.

In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of 25%.

Where the underlying transfer relates to the immovable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation.

SAT Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange.

There is uncertainty as to the application of SAT Bulletin 7.

We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments.

We may be subject to filing obligations or taxed if we are transferor in such transactions, and may be subject to withholding obligations if we are transferee in such transactions under SAT Bulletin 7.

For transfer of shares in us by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Bulletin 7.

As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that we should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

If the chops of our PRC subsidiaries are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised.

In China, a company chop or seal serves as the legal representation of the company towards third parties even when unaccompanied by a signature.

Each legally registered company in China is required to maintain a company chop, which must be registered with the local Public Security Bureau.

In addition to this mandatory company chop, companies may have several other chops which can be used for specific purposes.

The chops of our PRC subsidiaries are generally held securely by personnel designated or approved by us in accordance with our internal control procedures.

To the extent those chops are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised and those corporate entities may be bound to abide by the terms of any documents so chopped, even if they were chopped by an individual who lacked the requisite power and authority to do so.

In addition, if the chops are misused by unauthorized persons, we could experience disruption to our normal business operations.

we may have to take corporate or legal action, which could involve significant time and resources to resolve while distracting management from our operations.

Implementation of labor laws and regulations in China may adversely affect our business and results of operations.

Pursuant to the labor contract law that took effect in January 2008, its implementation rules that took effect in September 2008 and its amendment that took effect in July 2013, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts.

Due to lack of detailed interpretative rules and uniform implementation practices and broad discretion of the local competent authorities, it is uncertain as to how the labor contract law and its implementation rules will affect our current employment policies and practices.

Our employment policies and practices may violate the labor contract law or its implementation rules, and we may thus be subject to related penalties, fines or legal fees.

Compliance with the labor contract law and its implementation rules may increase our operating expenses, in particular our personnel expenses.

In the event that we decide to terminate some of our employees or otherwise changes our employment or labor practices, the labor contract law and its implementation rules may also limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations.

According to the Social Insurance Law and the Regulations on the Management of Housing Fund, employees must participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance and maternity insurance and housing funds, and the employers must, together with their employees or separately, pay the social insurance premiums and housing funds for such employees.

As the interpretation and implementation of these laws and regulations are still evolving, we cannot assure you that our employment practice will at all times be deemed in full compliance with labor-related laws and regulations in China, which may subject us to labor disputes or government investigations.

If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, financial condition and results of operations could be materially and adversely affected.

Further, labor disputes, work stoppages or slowdowns at our operations or any of our third-party service providers could significantly disrupt daily operation or our expansion plans and have a material adverse effect on our business.

The M&A Rules and certain other PRC regulations may make it more difficult for us to pursue growth through acquisitions.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established complex procedures and requirements for acquisition of Chinese companies by foreign investors, including requirements in some instances that the Ministry of Commerce of the PRC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise.

Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress, which became effective in 2008, requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the Ministry of Commerce before they can be completed.

In addition, the security review rules issued by the Ministry of Commerce and became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the Ministry of Commerce, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement.

In the future, we may pursue potential strategic acquisitions that are complementary to our business and operations.

Complying with the requirements of the above-mentioned regulations and other rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the Ministry of Commerce, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

Furthermore, according to the M&A Rules, if a PRC entity or individual plans to merger or acquire its related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and approval by the Ministry of Commerce.

The application and interpretations of M&A Rules are still uncertain, and there is possibility that the PRC regulators may promulgate new rules or explanations requiring that we obtain approval of the Ministry of Commerce for our completed or ongoing mergers and acquisitions.

There is no assurance that we can obtain such approval from the Ministry of Commerce for our mergers and acquisitions, and if we fail to obtain those approvals, we may be required to suspend the acquisition and be subject to penalties.

Any uncertainties regarding such approval requirements could have a material adverse effect on our business, results of operations and corporate structure.

The approval of the China Securities Regulatory Commission may be required in connection with our offerings under a regulation adopted in August 2006, and, if required, we cannot assure you that we will be able to obtain such approval.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

In September 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by a special purpose vehicle seeking CSRC approval of its overseas listings.

However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.

Currently, there is no consensus among leading PRC law firms regarding the scope and applicability of the CSRC approval requirement.

Based on our understanding of the current PRC law, we reasonably believe that rules and regulations that the CSRC’s approval is not required for the trading of our ordinary shares on Nasdaq, given that:

we are not a special purpose vehicle formed for listing purpose through acquisition of domestic companies that are controlled by our PRC individual shareholders, as we hold equity interests in our subsidiaries in the PRC;

the Circular of the General Office of the State Council on the Establishment of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors that became effective in March 2011, and the Rules on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the Ministry of Commerce that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the Ministry of Commerce (MOFCOM) of the PRC, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement.

Furthermore, the M&A Rules purport to require that an offshore special purpose vehicle controlled directly or indirectly by PRC domestic companies or individuals and formed for purposes of overseas listing through the acquisition of PRC domestic interests obtain the approval of the CSRC prior to the trading of such special purpose vehicle’s securities on an overseas stock exchange.

The CSRC has not issued any definitive rules or interpretations concerning whether offerings such as this offering are subject to the CSRC approval procedures under the M&A Rules.

We are not required to obtain approval from the CSRC under the M&A Rules for trading of our securities, but uncertainties still exist as to how the M&A Rules will be interpreted and implemented and the opinion stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.

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

If it is determined that CSRC approval is required for this and offering, we may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek CSRC approval for this offering.

These sanctions may include fines and penalties on our operations in the PRC, limitations on our operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from this offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our PRC Entities, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ordinary shares.

The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before the settlement and delivery of the ordinary shares that we are offering.

Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the ordinary shares we are offering, you would be doing so at the risk that the settlement and delivery may not occur.

PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us or otherwise expose us to liability and penalties under PRC law.

The State Administration of Foreign Exchange (“SAFE”) promulgated the Circular on Relevant Issues Relating to PRC Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC residents or entities, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.

SAFE Circular 37 is issued to replace the Circular on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments through Overseas Special Purpose Vehicles.

If our shareholders who are PRC residents or entities do not complete their registration with the local SAFE branches, our PRC subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital to our PRC subsidiaries.

Moreover, failure to comply with SAFE registration described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest of us, nor can we compel our shareholders to comply with the requirements of SAFE Circular 37.

Although our shareholders who are PRC residents or entities have complied with SAFE Circular 37, we cannot assure you that all of our shareholders who are PRC residents or entities will in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 37.

Failure by such shareholders to comply with SAFE Circular 37, or failure by us to amend the foreign exchange registrations of our PRC subsidiaries, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our PRC subsidiaries’ ability to make distributions or pay dividends to us or affect our ownership structure, which could adversely affect our business and prospects.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.

Any transfer of funds by us to our 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 governmental authorities in China.

According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to our PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce in its local branches and registration with a local bank authorized by SAFE.

In addition, (i) any foreign loan procured by our PRC subsidiaries is required to be registered with SAFE or its local branches or filed with SAFE in its information system;

and (ii) our PRC subsidiaries may not procure loans which exceed the difference between their total investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the People’s Bank of China Notice No.

9 (“PBOC Notice No.

Any medium- or long-term loan to be provided by us to our PRC-based subsidiaries must be registered with the National Development and Reform Commission and SAFE or its local branches.

We may not be able to obtain these government approvals or complete such registrations on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our PRC subsidiaries.

If we fail to receive such approvals or complete such registration or filing, our ability to use the proceeds we receive from our offshore financing activities and to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and ability to fund and expand our business.

There is, in effect, no statutory limit on the amount of capital contribution that we can make to our PRC subsidiaries.

This is because there is no statutory limit on the amount of registered capital for our PRC subsidiaries, and we are allowed to make capital contributions to our PRC subsidiaries by subscribing for their initial registered capital and increased registered capital, provided that the PRC subsidiaries complete the relevant filing and registration procedures.

With respect to loans to our PRC subsidiaries by us, (i) if the PRC subsidiaries adopt the traditional foreign exchange administration mechanism, or the Current Foreign Debt Mechanism, the outstanding amount of the loans shall not exceed the difference between the total investment and the registered capital of the PRC subsidiaries;

and (ii) if the PRC subsidiaries adopt the foreign exchange administration mechanism as provided in Notice of the People’s Bank of China on Matters concerning the Macro-Prudential Management of Full-Covered Cross-Border Financing, or the PBOC Notice No.

9, the risk-weighted outstanding amount of the loans, which shall be calculated based on the formula provided in PBOC Notice No.

9, shall not exceed 200% of the net asset of the PRC subsidiaries.

According to the PBOC Notice No.

9, after a transition period of one year since the promulgation of PBOC Notice No.

9, the PBOC and SAFE will determine the cross-border financing administration mechanism for the foreign-invested enterprises after evaluating the overall implementation of PBOC Notice No.

It is uncertain which mechanism will be adopted by the PBOC and SAFE in the future and what statutory limits will be imposed on us when providing loans to our PRC subsidiaries.

Currently, our PRC subsidiaries have the flexibility to choose between the Current Foreign Debt Mechanism and the Notice No.

9 Foreign Debt Mechanism.

However, if a more stringent foreign debt mechanism becomes mandatory, our ability to provide loans to our PRC subsidiaries or our consolidated affiliated entities may be significantly limited, which may adversely affect our business, financial condition, and results of operations.

The Circular on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular 19, effective as of June 1, 2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016, allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capitals for expenditure beyond their business scopes, and also prohibit FIEs from using such Renminbi fund to provide loans to persons other than affiliates unless otherwise permitted under our business scope.

As a result, we are required to apply Renminbi funds converted from the net proceeds we received from our offshore financing activities within the business scopes of our PRC subsidiaries.

SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to use Renminbi converted from the net proceeds from our offshore financing activities to fund the establishment of new entities in China by our PRC subsidiaries, to invest in or acquire any other PRC companies through our PRC subsidiaries, or to establish new consolidated subsidiary in China, which may adversely affect our business, financial condition, and results of operations.

Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may restrict our ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares.

We are a holding company incorporated in the Cayman Islands.

We rely on dividends from our PRC subsidiaries, such as the funds necessary to pay dividends and other cash distributions to our shareholders, including holders of our ordinary shares, and service any debt we may incur.

Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated after-tax profits upon satisfaction of relevant statutory condition and procedures, if any, determined in accordance with Chinese accounting standards and regulations.

In addition, our PRC subsidiaries are required to set aside at least 10% of their accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of our registered capital.

Furthermore, if our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us, which may restrict our ability to satisfy our liquidity requirements.

In addition, the Enterprise Income Tax Law of the PRC, or the PRC EIT Law, and its implementation rules provide that withholding tax rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment.

The value of the Renminbi against the U.S.

dollar and other currencies is affected by changes in China’s political and economic conditions and China’s foreign exchange policies, among other things.

In 2005, the PRC government changed its decades-old policy of pegging the value of the Renminbi to the U.S.

dollar, and the Renminbi appreciated more than 20% against the U.S.

dollar over the following three years.

Between July 2008 and June 2010, this appreciation halted and the exchange rate between Renminbi and the U.S.

dollar remained within a narrow band.

Since June 2010, Renminbi has fluctuated against the U.S.

dollar, at times significantly and unpredictably.

With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and we cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S.

dollar in the future.

It is difficult to predict how market forces or PRC or U.S.

government policy may impact the exchange rate between Renminbi and the U.S.

dollar in the future.

Governmental control of currency conversion may limit our ability to utilize revenues effectively and affect the value of your investment.

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

We receive substantially all of our revenues in Renminbi.

Under our current corporate structure, our Cayman Islands holding company may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements.

Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to us.

However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries and consolidated affiliated entities to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.

In light of the flood of capital outflows of China in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped-up scrutiny of major outbound capital movement including overseas direct investment.

More restrictions and substantial vetting process are put in place by SAFE to regulate cross-border transactions falling under the capital account.

If any of our shareholders regulated by such policies fail to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, we may be subject to penalties from the relevant PRC authorities.

The PRC government may at its discretion further restrict access in the future to foreign currencies for current account transactions.

If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.

Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies.

In the meantime, our directors, executive officers and other employees who are PRC citizens or who are non-PRC residents residing in the PRC for a continuous period of not less than one year, subject to limited exceptions, and who have been granted incentive share awards by us, may follow the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, or 2012 SAFE notices, promulgated by the SAFE in 2012.

Pursuant to the 2012 SAFE notices, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas listed company, and complete certain other procedures.

In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests.

our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options are subject to these regulations.

Failure to complete the SAFE registrations may subject them to fines, and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries and limit our PRC subsidiaries’ ability to distribute dividends to us.

We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers, and employees under PRC law.

The SAT has issued certain circulars concerning employee share options and restricted shares.

Under these circulars, our employees working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax.

Our PRC subsidiaries have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options.

If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other PRC governmental authorities.

Our leased property interests may be defective and our rights to lease the properties affected by such defects may be challenged, which could adversely affect our business.

According to the PRC Land Administration Law, land in urban districts is owned by the state.

The owner of a property built on state-owned land must possess the proper land and property title certificate to demonstrate that it is the owner of the premises and that it has the right to enter into lease contracts with the tenants or to authorize a third party to sublease the premises.

Some of the landlords of our leased locations have failed to provide the title certificates to us.

Our rights to lease the premises may be interrupted or adversely affected if our landlords are not the property owners and the actual property owners should appear.

In addition, the title certificate usually records the approved use of the state-owned land by the government and the property owner is obligated to follow the approved use requirement when making use of the property.

In the case of failure to utilize the property in accordance with the approved use, the land administration authorities may order the tenant to cease utilizing the premises or even invalidate the contract between the landlord and the tenant.

If our use of the leased premises is not in full compliance with the approved use of the land, we may be unable to continue to use the property, which may cause disruption to our business.

The PRC government exerts substantial influence over the manner in which we and our PRC subsidiaries must conduct our business activities.

We are currently not required to obtain approval from Chinese authorities to list on U.S.

exchanges, however, if we or our PRC subsidiaries were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S.

exchanges, we will not be able to continue listing on U.S.

exchange, which would materially affect the interest of the investors.

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

our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters.

The central data security, anti-monopoly policies or local PRC governments 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.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in the PRC or particular regions thereof, and could require us to divest itself of any interest we then hold in Chinese properties.

The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could require us to seek permission from PRC authorities to continue to operate our business, which may adversely affect our business, financial condition and results of operations.

Furthermore, recent statements made by the PRC government have indicated an intent to increase the government’s oversight and control over offerings of companies with significant operations in China that are to be conducted in foreign markets, as well as foreign investment in China-based companies like us.

Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer ordinary shares to the investors, and could cause the value of our shares to significantly decline or become worthless.

For example, the Chinese cybersecurity regulator announced on July 2, 2021 that it had begun an investigation of Didi Global Inc.

DIDI) and two days later ordered that the company’s app be removed from smartphone app stores.

Additionally, on July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities, or the Opinions, which emphasized the need to strengthen administration over illegal securities activities and supervision of overseas listings by China-based companies.

The Opinions proposed promoting regulatory systems to deal with risks facing China-based overseas-listed companies, and provided that the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will clarify the duties of domestic regulatory authorities.

However, the Opinions did not provide detailed rules and regulations.

As a result, uncertainties remain regarding the interpretation and implementation of the Opinions.

As such, we and our PRC subsidiaries’ business segments may be subject to various government and regulatory interference in the provinces in which they operate.

We and our PRC subsidiaries could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions.

We and our PRC subsidiaries may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

Furthermore, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S.

exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded.

Although we are currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S.

exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry.

Given the PRC government’s significant oversight and discretion over the conduct of our business, the PRC government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our ordinary shares.

Also, given recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China- based issuers, that any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Risk Factors Relating to an Investment in Our Ordinary Shares

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S.

law, you may have less protection for your shareholder rights than you would under U.S.

Our corporate affairs are governed by our memorandum and articles of association as amended and restated from time to time, the Companies Act and the common law of the Cayman Islands.

The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.

The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States.

In particular, the Cayman Islands has a different body of securities laws than the United States.

In addition, some U.S.

states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S.

public company.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a company incorporated under the laws of the Cayman Islands.

We conduct most of our operations in China and substantially all of our operations outside of the United States.

Most of our assets are located in China, and substantially all of our assets are located outside of the United States.

In addition, most of our senior executive officers reside within China for a significant portion of the time and most are PRC nationals.

Substantially all of the assets of these persons are located outside the United States.

As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S.

federal securities laws or otherwise.

Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

See also “ Risk Factors—Risk Factors Relating to Doing Business in China—You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management based on foreign laws.

Our share price may be volatile and could decline substantially.

The trading prices of our ordinary shares are likely to be volatile and could fluctuate widely due to factors beyond our control.

This may happen because of broad market and industry factors, like the performance and fluctuation in the market prices or the underperformance or deteriorating financial results of companies based in China that have listed their securities in the United States in recent years.

The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial decline in their trading prices.

The trading performances of other PRC companies’ securities after their offerings may affect the attitudes of investors toward PRC companies listed in the United States, which consequently may impact the trading performance of our ordinary shares, regardless of our actual operating performance.

In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or other matters of other PRC companies may also negatively affect the attitudes of investors towards PRC companies in general.

In addition, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material adverse effect on the market price of our shares.

In addition to the above factors, the price and trading volume of our ordinary shares may be highly volatile due to multiple factors, including the following:

actual or anticipated variations in the financial results and prospects of us or other companies in the holographic technology services industry;

changes in financial estimates by research analysts;

changes in the market valuations of other companies we compete with;

announcements by us or our competitors of new services and solutions, expansions, investments, acquisitions, strategic partnerships or joint ventures;

mergers or other business combinations involving us;

additions and departures of key personnel and senior management;

changes in accounting principles;

the passage of legislation or other developments affecting us or our industry;

the trading volume of our ordinary shares in the public market;

the release of lockup, escrow or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;

potential litigation or regulatory investigations;

changes in economic conditions, including fluctuations in global and Chinese economies;

financial market conditions;

natural disasters, terrorist acts, acts of war or periods of civil unrest;

the realization of some or all of the risks described in this section.

In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities of retailers have been extremely volatile and are sometimes subject to sharp price and trading volume changes.

These broad market fluctuations may materially and adversely affect the market price of our ordinary shares.

We do not intend to pay cash dividends for the foreseeable future.

We currently intend to retain future earnings, if any, to finance the further development and expansion of our business and does not intend to pay cash dividends in the foreseeable future.

Any future determinations to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our board of directors deems relevant.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our ordinary shares may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.

We may be the target of this type of litigation in the future.

Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.

The sale or availability for sale of substantial amounts ordinary shares could adversely affect our market price.

Sales of substantial amounts of the ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the market price of our ordinary shares and could materially impair our ability to raise capital through equity offerings in the future.

We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other holders or the availability of these securities for future sale will have on the market price of our ordinary shares.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us or our business, our ordinary shares price and trading volume could decline.

The trading market for our ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us or our business.

Securities and industry analysts do not currently, and may never, publish research on us.

If no securities or industry analysts commence coverage of us, the trading price for our ordinary shares would likely be negatively impacted.

In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our securities or publish inaccurate or unfavorable research about our business, our stock price would likely decline.

If one or more of these analysts cease coverage of us or fail to publish reports on us, demand for our ordinary shares could decrease, which might cause our ordinary share price and trading volume to decline.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration.

If and when the warrants become redeemable by us, we may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding warrants could force holders to (i) exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) sell the warrants at the then-current market price when the holder might otherwise wish to hold onto such warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

In addition, we may redeem your warrants after they become exercisable for a number of shares of our ordinary shares determined based on the redemption date and the fair market value of our ordinary shares.

Any such redemption may have similar consequences to a cash redemption described above.

In addition, such redemption may occur at a time when the warrants are “out-of-the- money,” in which case you would lose any potential embedded value from a subsequent increase in the value of our ordinary shares had your warrants remained outstanding.

If we cannot satisfy, or continue to satisfy, the requirements and rules of Nasdaq, our securities may may be delisted, which could negatively impact the price of our securities and your ability to sell them.

In order to maintain our listing on Nasdaq, we will be required to comply with certain rules of Nasdaq’s continue listing requirements, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, 300 round lot shareholders and various additional requirements.

In order to continue listing our securities on Nasdaq, we must maintain certain financial, distribution and stock price levels.

Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).

Even if we initially meet the listing requirements and other applicable rules of Nasdaq, we may not be able to continue to satisfy these requirements and applicable rules for continued listing on Nasdaq.

If we are unable to satisfy Nasdaq criteria for maintaining our listing, our securities could be subject to delisting.

If Nasdaq does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

a limited availability for market quotations for our securities;

reduced liquidity with respect to our securities;

a determination that our ordinary shares is a “penny stock,” which will require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our ordinary shares;

limited amount of news and analyst coverage;

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

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our ordinary shares are covered securities.

Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S.

courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands.

our corporate affairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands.

The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.

The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands.

In particular, the Cayman Islands have a less developed body of securities laws than the United States.

states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

In addition, Cayman Islands companies may not have standings to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (save for our memorandum and articles of association, register of mortgages and charges and any special resolutions of our shareholders) or to obtain copies of lists of shareholders of these companies.

our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.

This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, users of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

As a result, our shareholders may not have access to certain information they may deem important.

We could remain an emerging growth company for up to five years from the date of our IPO, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31.

we cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

We will continue to incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies.

As a company with less than $1.235 billion in revenues for its last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act.

An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies.

These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly.

After we are no longer an “emerging growth company”, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC.

For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

In addition, we will incur additional costs associated with our public company reporting requirements.

It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers.

We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities.

If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit.

Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future.

In addition, if a claim is successfully made against us, it may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

We may be or become a PFIC, which could result in adverse U.S.

federal income tax consequences to U.S.

If we are deemed a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.

holder of our ordinary shares, rights or warrants, the U.S.

holder may be subject to adverse U.S.

federal income tax consequences and may be subject to additional reporting requirements.

our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception.

Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year.

Moreover, if we determine that we are a PFIC for any taxable year, we will endeavor to provide to a U.S.

holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S.

holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases.

holders are urged to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares, rights and warrants.

For a more detailed explanation of the tax consequences of PFIC classification to U.S.

Unresolved Staff Comments.

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