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Item 1A. Risk Factors

2025-12-29 compared with 2024-12-26 · 224 added, 210 removed, 1556 unchanged (22% of the section changed)

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Such risks include, but are not limited to:

stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,

holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though

a majority of our public stockholders do not support such a combination.

stockholder 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 stockholders vote.

opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right

to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.

of our public stockholders 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.

of our public stockholders 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.

of our public stockholders 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

The 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 business combination on terms

that would optimize value for our stockholders.

be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations

public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold

a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination

even though a majority of our public stockholders do not support such a combination.

we seek stockholder 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 stockholders vote.

only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your

right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.

ability of our public stockholders 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 stockholders 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.

ability of our public stockholders 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 stock.

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 business combination

on terms that would optimize value for our stockholders.

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.

If a stockholder

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

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

stockholder 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 stockholders are deemed to hold 15% or more of our common stock, you will lose the ability to

redeem all such shares equal to or in excess of 15% of our common stock.

required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently,

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

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

we seek stockholder 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 stockholders are deemed to hold 15% or more of our common stock, you will lose the ability

to redeem all such shares equal to or in excess of 15% of our common stock.

are not required to obtain an opinion from an independent investment banking firm 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 may engage

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

sponsor, executive officers and directors which may raise potential conflicts of interest.

We will likely

only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement

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

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

with our sponsor, executive officers and directors which may raise potential conflicts of interest.

will likely only be able to complete one business combination with the proceeds of our initial public offering and the sale of the

private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products

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

As the number

of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more

competition for attractive target businesses.

This could increase the cost of our initial business combination and could even result

in our inability to find a suitable target business or to consummate an initial business combination.

the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and

complete an initial business combination.

our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price

of our shares at that time.

Our executive

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

the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there

may be more competition for attractive target businesses.

This could increase the cost of our initial business combination and could

even result in our inability to find a suitable target business or to consummate an initial business combination.

in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate

and complete an initial business combination.

may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing

market price of our shares at that time.

executive 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.

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initial business combination.

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

of our executive 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 following our initial business combination and, accordingly, may have

conflicts of interest in determining to which entity a particular business opportunity should be presented.

initial stockholders, including our sponsor, executive 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

our initial stockholders, including our sponsor, executive 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.

unit contains one right and one-half of one redeemable warrant, and only a whole warrant may be exercised, the units may be

each unit contains one right and 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.

registering the shares of common stock issuable upon exercise of the warrants 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.

stockholders paid an aggregate of $25,000, or approximately $0.005 per founder share, and, accordingly, you will experience immediate

and substantial dilution from the purchase of our common stock.

are not registering the shares of common stock issuable upon exercise of the warrants 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.

initial stockholders paid an aggregate of $25,000, or approximately $0.005 per founder share, and, accordingly, you will experience

immediate and substantial dilution from the purchase of our common stock.

in our amended and restated articles of incorporation and Nevada law may have the effect of discouraging lawsuits against our directors

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on terms favorable to our investors altogether.

have engaged our underwriters to provide services to us, and we may engage our underwriters or one of their respective affiliates

to provide additional services to us, which may include acting as financial advisor in connection with an initial business combination

or as placement agent in connection with a related financing transaction.

have engaged our underwriters to provide services to us, and we may engage our underwriters or one of their respective affiliates to

provide additional services to us, which may include acting as financial advisor in connection with an initial business combination or

as placement agent in connection with a related financing transaction.

These financial incentives will cause our underwriters to have

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We have a board of directors comprised of a majority of independent directors,

our initial stockholders have approximately 24.68% ownership of our common stock, and, as such, we believe any transactions between us

and our underwriter will be conducted on an arm’s length basis.

However, due to the relationship between our sponsor and our underwriter,

any negotiations between our company and our underwriter may be deemed not to have been entered into on an arm’s length basis.

Such underwriters or their respective affiliates’ financial interests tied to the consummation of a business combination transaction

will give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest

in connection with the sourcing and consummation of an initial business combination.

our initial stockholders have approximately 67.14 % ownership of our common stock, and, as such, we believe any transactions between

us and our underwriter will be conducted on an arm’s length basis.

However, due to the relationship between our sponsor and our

underwriter, any negotiations between our company and our underwriter may be deemed not to have been entered into on an arm’s length

Such underwriters or their respective affiliates’ financial interests tied to the consummation of a business combination

transaction will give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts

of interest in connection with the sourcing and consummation of an initial business combination.

may not be able to complete an initial business combination with certain potential target companies if a proposed transaction with the

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we consummate.

Please see the section entitled “Proposed Business — Stockholders May Not Have the Ability to Approve Our

Initial Business Combination” for additional information.

Please see the section entitled “Proposed Business - Stockholders May Not Have the Ability to Approve Our Initial

Business Combination” for additional information.

we seek stockholder approval of our initial business combination, our initial stockholders, officers, and directors have agreed to vote

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after our initial public offering, in favor of our initial business combination.

Our initial stockholders will own 24.68% of our outstanding

Our initial stockholders own 67.14% of our outstanding

shares of common stock immediately following the completion of our initial public offering.

As a result, in addition to the founder shares

and private placement shares held by our sponsor and the 350,000 Representative shares held by I-Bankers, we would need 3,129,745, or

approximately 31.3%, of the 10,000,000 public shares sold in our initial public offering, to be voted in favor of a transaction (assuming

all outstanding shares are voted) in order to have our initial business combination approved (assuming the underwriters’ over-allotment

and private placement shares held by our sponsor and the 350,000 Representative shares held by I-Bankers, we would not need any of the

10,000,000 public shares sold as part of the units in our initial public offering, to be voted in favor of a transaction (assuming all

outstanding shares are voted) in order to have our initial business combination approved (assuming the underwriters’ over-allotment

option is not exercised).

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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 18 months from the closing of our initial public offering.

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.

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.

our initial business combination within the combination period.

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

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advisors or their or its respective affiliates would not be voted in favor of approving the business combination transaction;

the Company’s

initial stockholders, directors, officers, I-Bankers, advisors or their or its respective affiliates would not possess any redemption

rights with respect to the Company’s securities or, if they do acquire and possess redemption rights, they would waive such

would disclose in its Form 8-K, before to the Company’s security holder meeting to approve the business combination transaction,

the following material items:

of the Company’s securities purchased outside of the redemption offer by the Company’s initial stockholders, directors,

Company’s initial stockholders, directors, officers, I-Bankers, advisors or their or its respective affiliates would not possess

any redemption rights with respect to the Company’s securities or, if they do acquire and possess redemption rights, they would

waive such rights;

Company would disclose in its Form 8-K, before to the Company’s security holder meeting to approve the business combination

transaction, the following material items:

amount of the Company’s securities purchased outside of the redemption offer by the Company’s initial stockholders, directors,

officers, advisors or their affiliates, along with the purchase price;

of the purchases by the Company’s initial stockholders, directors, officers, I-Bankers, advisors or their or its respective

if any, of the purchases by the Company’s initial stockholders, directors, officers, I-Bankers, advisors or their or its respective

affiliates on the likelihood that the business combination transaction will be approved;

the identities

of Company security holders who sold to the Company’s initial stockholders, directors, officers, advisors or their affiliates

(if not purchased on the open market) or the nature of Company security holders (e.g., 5% security holders) who

purpose of the purchases by the Company’s initial stockholders, directors, officers, I-Bankers, advisors or their or its respective

impact, if any, of the purchases by the Company’s initial stockholders, directors, officers, I-Bankers, advisors or their or

its respective affiliates on the likelihood that the business combination transaction will be approved;

identities of Company security holders who sold to the Company’s initial stockholders, directors, officers, advisors or their

affiliates (if not purchased on the open market) or the nature of Company security holders (e.g., 5% security holders) who

sold to the Company’s initial stockholders, directors, officers, I-Bankers, advisors or their or its respective affiliates;

of Company securities for which the Company has received redemption requests pursuant to its redemption offer.

number of Company securities for which the Company has received redemption requests pursuant to its redemption offer.

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

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the net proceeds of our initial public offering and the sale of the private placement units not being held in the trust account are insufficient

to allow us to operate for at least 18 months following the closing of our initial public offering, we may be unable to complete our

initial business combination, in which case our public stockholders may only receive $10.05 per share, or less than such amount in certain

circumstances, and our rights will expire worthless.

funds available to us outside of the trust account may not be sufficient to allow us to operate for at least 18 months following the

closing of our initial public offering, assuming that our initial business combination is not completed during that time.

that the funds available to us outside of the trust account will be sufficient to allow us to operate for at least 18 months following

the closing of our initial public offering;

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.

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

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 stockholders may receive only approximately $10.05 per share on the liquidation of our trust account and our rights will expire

In certain circumstances, our public stockholders may receive less than $10.05 per share upon our liquidation.

to allow us to operate for at least the combination period, we may be unable to complete our initial business combination, in which case

our public stockholders may only receive $10.05 per share, or less than such amount in certain circumstances, and our rights will expire

funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the combination period,

assuming that our initial business combination is not completed during that time.

We believe that the funds available to us outside of

the trust account will be sufficient to allow us to operate for at least the combination period;

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 stockholders may receive only approximately $10.05 per share on the liquidation

of our trust account and our rights will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.05

per share upon our liquidation.

the net proceeds of our initial public offering and the sale of the private placement units not being held in the trust account are insufficient,

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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 as set forth in “Proposed Business — Effecting our

initial business combination — Selection of a target business and structuring of our initial business combination” and such

transaction was approved by a majority of our disinterested directors.

Despite our agreement to obtain an opinion from an independent

investment banking firm, or from 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 executive officers or directors,

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 stockholders as they would be absent any conflicts of interest.

that such affiliated entity met our criteria for a business combination as set forth in “Proposed Business - Effecting our initial

business combination - Selection of a target business and structuring of our initial business combination” and such transaction

was approved by a majority of our disinterested directors.

Despite our agreement to obtain an opinion from an independent investment

banking firm, or from 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 executive officers or directors, 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 stockholders

as they would be absent any conflicts of interest.

will likely only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private

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federal proxy rules and complete our initial business combination within the prescribed time frame.

search for a business combination, and any target business with which we ultimately consummate our initial business combination, may

be materially adversely affected by the coronavirus (COVID-19) pandemic, and the status of the debt and equity capital markets.

COVID-19 pandemic resulted in a widespread health crisis and adversely affected economies and financial markets in the U.S.

and worldwide,

and could continue to adversely affect the business of any potential target company with which we consummate a business combination.

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

by COVID-19 or other global pandemics and other events, including as a result of increased market volatility, decreased market liquidity

and third-party financing being unavailable on terms acceptable to us or at all.

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 or other global pandemics and other events, including as a result of increased market volatility decreased market liquidity

and third-party financing being unavailable on terms acceptable to us or at all.

Finally, the outbreak of COVID-19 or other global pandemics

may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related

to the market for our securities and cross-border transactions.

search for an initial business combination, and any target business with which we ultimately consummate an initial business combination,

may be materially adversely affected by new outbreaks, or continuation of any existing outbreaks, of any infectious disease (such as

COVID-19) and other events, and the status of debt and equity markets.

new outbreaks, or continuation of any existing outbreaks, of any infectious disease (such as COVID-19) or other events (such as terrorist

attacks, armed conflicts or natural disasters) could adversely affect economies and financial markets worldwide, and the business of

any potential target business with which we consummate an initial business combination could be materially and adversely affected.

we may be unable to complete an initial business combination if concerns relating to any outbreak of a disease restricts travel or limits

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

to which any new outbreak or the continuation of any existing situation impacts our search for an initial business combination will depend

on future developments, which are highly uncertain and cannot be predicted.

If any such event (such as terrorist attacks, natural disasters

or a significant outbreak of other infectious diseases) continues for an extensive period of time, our ability to consummate an initial

business combination, or the operations of a target business with which we ultimately consummate an initial business combination, may

be materially adversely affected.

addition, our ability to consummate an initial business combination may be dependent on the ability to raise equity and debt financing

which may be impacted by outside events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases),

including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms

acceptable to us or at all.

in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search

for an initial business combination target, our ability to complete an initial business combination, and/or our business, financial condition

and results of operations following completion of an initial business combination.

have recently been significant changes to international trade policies and tariffs affecting imports and exports.

has implemented

a range of new tariffs and increases to existing tariffs, and, in response to the tariffs announced by the U.S., other countries have

imposed new or increased tariffs on certain exports from the United States.

There is currently significant uncertainty about the future

relationship between the United States and other countries with respect to trade policies, government regulations and tariffs.

predict whether, and to what extent, current tariffs will continue, or trade policies will change in the future.

Any significant increases

in tariffs on goods or materials or other changes in trade policy, or the perception that such changes could occur, could negatively

affect our search for a target business and/or our ability to complete an initial business combination.

For example, if we pursue a target

company which sources or manufactures material components outside of the U.S., these changes could materially impact such target company’s

business and financial performance.

Similarly, if we pursue a target company which exports products outside of the U.S., retaliatory

tariff and trade measures imposed by other countries could affect such target’s ability to export products and therefore adversely

affect its sales.

We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes.

As a result, we may deem it costly, impractical or risky to complete an initial business combination with a particular target or with

a target in a particular industry or from a particular country.

Consequently, the pool of potential target companies may be reduced,

which could impair our ability to identify a suitable target and to complete an initial business combination.

The business prospects

of a target company could change even after we enter into a business combination agreement, as a result of tariffs or the threat of tariffs

that may have a material impact on the target’s business.

Accordingly, changes in trade and tariff policies could prevent or make

it difficult or more expensive for us to complete an initial business combination.

Tariffs and threats of tariffs and other potential

trade policy changes could also lead to material adverse effects on our post-business combination company.

Relating to the Post-Business Combination Company

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

our immediate

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

our inability

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

while the debt security is outstanding;

our inability

to pay dividends on our common stock;

using 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 common

stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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 common stock;

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 common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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

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

other disadvantages

compared to our competitors who have less debt.

disadvantages compared to our competitors who have less debt.

we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be

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of overseas markets;

regulations regarding currency redemption;

laws governing

the manner in which future business combinations may be effected;

and regulations regarding currency redemption;

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

and trade barriers;

related to customs and import/export matters;

regional economic policies and market conditions;

or regional economic policies and market conditions;

changes in regulatory requirements;

longer payment

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

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;

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of intellectual property;

social unrest,

crime, strikes, riots, civil disturbances, regime changes, political upheaval, terrorist attacks, natural disasters and wars;

unrest, crime, strikes, riots, civil disturbances, regime changes, political upheaval, terrorist attacks, natural disasters and wars;

deterioration

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a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest

that you should be aware of, please see “Management — Directors and Executive Officers,” “Management —

Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”

that you should be aware of, please see “Management - Directors and Executive Officers,” “Management - Conflicts of

Interest” and “Certain Relationships and Related Party Transactions.”

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

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amend our amended and restated articles of incorporation (A) to 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 18 months from the closing of our initial public offering

or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity and (iii) the

redemption of all of our public shares if we are unable to complete our business combination within 18 months from the closing of our

initial public offering, subject to applicable law and as further described herein.

Stockholders who do not exercise their rights to

the funds in connection with an amendment to our articles of incorporation would still have rights to the funds in connection with a

subsequent business combination.

In no other circumstances will a public stockholder 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 or rights, potentially at a loss.

public shares if we do not complete our initial business combination within the combination period or (B) with respect to any other provision

relating to stockholders’ rights or pre-business combination activity and (iii) the redemption of all of our public shares if we

are unable to complete our business combination within the combination period, subject to applicable law and as further described herein.

Stockholders who do not exercise their rights to the funds in connection with an amendment to our articles of incorporation would still

have rights to the funds in connection with a subsequent business combination.

In no other circumstances will a public stockholder have

any right or interest of any kind in the trust account.

Accordingly, to liquidate your investment, you may be forced to sell your public

shares or rights, potentially at a loss.

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

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adverse consequences, including:

a limited availability

of market quotations for our securities;

reduced liquidity for our securities;

a determination that our common stock

is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly

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

a limited amount of news and analyst

a decreased ability to issue additional

securities or obtain additional financing in the future.

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our common stock is a “penny stock” which will require brokers trading in our common stock 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.

of rights will not have redemption rights.

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they will not propose any amendment to our amended and restated articles of incorporation (A) to 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 18 months from the closing

of our initial public offering or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination

activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any

such amendment 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), divided by the number of then outstanding public shares.

The issuance of additional shares

of common or preferred stock:

obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or

(B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide

our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment 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), divided by the number of then outstanding public shares.

The issuance of additional shares of common or preferred

significantly dilute the equity interest of investors in our initial public offering;

may subordinate

the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

a change in control if a substantial number of common stock is 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;

subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

cause a change in control if a substantial number of common stock is 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, common stock and/or rights.

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initial stockholders own 67.14 % of our issued and outstanding shares of common stock.

Accordingly, our initial stockholders may exert

a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments

Accordingly, our initial stockholders may

exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments

to our amended and restated articles of incorporation and approval of major corporate transactions.

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Private placement shares

Representative

Total funds in trust available for initial

business combination (less the M&A fee)

Representative shares

Total funds in trust available for initial business combination (less the M&A fee)

Initial implied value per public share

Implied value per share upon consummation

of initial business combination

Implied value per share upon consummation of initial business combination

value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal

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the size of our initial public offering, prices and terms of the units, including the common stock and rights underlying the units, include:

and prospects of companies whose principal business is the acquisition of other companies;

prior offerings

of those companies;

our prospects

for acquiring an operating business at attractive values;

of debt to equity ratios in leveraged transactions;

an assessment

of our management and their experience in identifying operating companies;

general conditions

of the securities markets at the time of our initial public offering;

other factors

as were deemed relevant.

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 initial public offering;

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

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

is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company such

as the Company, and we may in the future be subject to a claim that we have been operating as an unregistered investment company.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including, without limitation,

is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company such as

the Company, and we may in the future be subject to a claim that we have been operating as an unregistered investment company.

are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including, without limitation,

restrictions on the nature of our investments, and restrictions on the issuance of our securities, each of which may make it difficult

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recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions

remain uncertain, including as a result of the ongoing COVID-19 pandemic, supply chain disruptions, the Ukraine-Russia conflict, conflicts

in the Middle East, instability in the U.S.

and global banking systems, rising fuel prices, increasing interest rates or foreign exchange

rates and high inflation and the possibility of a recession.

remain uncertain, including as a result of supply chain disruptions, the Ukraine-Russia conflict, conflicts in the Middle East, instability

and global banking systems, rising fuel prices, increasing interest rates or foreign exchange rates and high inflation and

the possibility of a recession.

significant downturn in economic activity, particular affecting the real estate market, may cause potential targets to react by reducing

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price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions.

including as a result of the COVID-19 pandemic.

Furthermore, an active trading market for our securities may never develop or, if developed,

it may not be sustained.

You may be unable to sell your securities unless a market can be established and sustained.

Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained.

You may be unable

to sell your securities unless a market can be established and sustained.

are an emerging growth company within the meaning of the Securities Act, and are taking advantage of certain exemptions from disclosure

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

What changed 10-K

Item 1A. Risk Factors