What changed in this filing

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Item 1. Business

2025-03-07 compared with 2024-03-29 · 847 added, 848 removed, 24 unchanged (99% of the section changed)

are a blank check company incorporated in the BVI on June 18, 2021, under the original name of Central Acquisition Limited as a BVI business

company with limited liability (meaning that our public shareholders have no liability, as shareholders of our company, for the liabilities

of our company over and above the amount paid for their shares).

We were formed for the purpose of effecting a merger, share exchange,

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

which we refer to throughout this annual report as our “initial business combination.” On June 18, 2021, we issued 1,000

ordinary shares to Central Group Limited, a company beneficially owned by Mr.

On September 8, 2021, we changed our name to

Keen Vision Acquisition Corporation.

On September 30, 2021, Central Group Limited transferred the 1,000 ordinary shares to KVC Sponsor

Any liabilities, debts, commitments and/or obligations relating to the period prior to the acquisition of the Company by KVC Sponsor

LLC has been undertaken and shall be borne by Mr.

efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we currently

intend to focus on sourcing opportunities that are in biotechnology, consumer goods, or agriculture, which are evaluated based on sustainability

and ESG imperatives.

sponsor is KVC Sponsor LLC, founded by Keen Vision Capital (BVI) Limited (“KVC”), a single-family office firm solely involved

in PE investments founded by Mr.

We are a blank check company

incorporated in the BVI on June 18, 2021, under the original name of Central Acquisition Limited as a BVI business company with limited

liability (meaning that our public shareholders have no liability, as shareholders of our company, for the liabilities of our company

over and above the amount paid for their shares).

We were formed for the purpose of effecting a merger, share exchange, asset acquisition,

share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer

to throughout this annual report as our “initial business combination.” On June 18, 2021, we issued 1,000 ordinary shares

to Central Group Limited, a company beneficially owned by Mr.

On September 8, 2021, we changed our name to Keen Vision Acquisition

On September 30, 2021, Central Group Limited transferred the 1,000 ordinary shares to KVC Sponsor LLC.

Any liabilities, debts,

commitments and/or obligations relating to the period prior to the acquisition of the Company by KVC Sponsor LLC has been undertaken and

shall be borne by Mr.

Our efforts to identify a

prospective target business is not limited to a particular industry or geographic region.

Our sponsor is KVC Sponsor

LLC, founded by Keen Vision Capital (BVI) Limited (“KVC”), a single-family office firm solely involved in PE investments founded

Kenneth Wong, and Mr.

Jason Wong, who has been dealing in private equity for several decades.

Kenneth Wong and Mr.

We refer to Mr.

Kenneth Wong and

Jason Wong as our founders.

founders bring together a combined total of over 55 years of well-rounded experience in the areas of entrepreneurship, corporate operations,

buy-side investments (PE investments and exits, de-SPACs), and sell-side corporate finance (fundraisings, listings, and mergers and acquisitions),

all of which is integral to a successful special purpose acquisition company (SPAC).

We believe that, with the combination of these professional

skill sets, coupled with our founders’ global network resources, we will be able to accelerate our target’s timetable in

becoming one of its industry’s leading players, optimizing development, and generating appealing risk-adjusted returns for our

Kenneth Wong founded KVC as a single-family office in 2011, investing in non-listed business entities around the world with the potential

of being listed on an international stock exchange within a period of 24 to 30 months, which in turn allows KVC to exit its investments

within the following six to twelve months.

Some of KVC’s investee companies have grown to be among the top players in their industries,

and some achieved among the largest initial public offerings within their respective categories.

we expect we may benefit from our affiliation with KVC, KVC does not have any legal or contractual obligation to seek on our behalf or

present to us investment opportunities that might be suitable for our business.

We may in the future engage KVC as a financial advisor

for our business combination or other transactions for which it would be entitled to compensation.

Jason Wong is the founder and CEO of Norwich Investment Limited, an investment holding company that is also the sponsor of Tottenham

Acquisition I Limited (Nasdaq:

Our founders bring together

a combined total of over 55 years of well-rounded experience in the areas of entrepreneurship, corporate operations, buy-side investments

(PE investments and exits, de-SPACs), and sell-side corporate finance (fundraisings, listings, and mergers and acquisitions), all of which

is integral to a successful special purpose acquisition company (SPAC).

We believe that, with the combination of these professional skill

sets, coupled with our founders’ global network resources, we will be able to accelerate our target’s timetable in becoming

one of its industry’s leading players, optimizing development, and generating appealing risk-adjusted returns for our investors.

Kenneth Wong founded KVC

as a single-family office in 2011, investing in non-listed business entities around the world with the potential of being listed on an

international stock exchange within a period of 24 to 30 months, which in turn allows KVC to exit its investments within the following

six to twelve months.

Some of KVC’s investee companies have grown to be among the top players in their industries, and some achieved

among the largest initial public offerings within their respective categories.

Although we expect we may

benefit from our affiliation with KVC, KVC does not have any legal or contractual obligation to seek on our behalf or present to us investment

opportunities that might be suitable for our business.

We may in the future engage KVC as a financial advisor for our business combination

or other transactions for which it would be entitled to compensation.

Jason Wong is the founder

and CEO of Norwich Investment Limited, an investment holding company that is also the sponsor of Tottenham Acquisition I Limited (Nasdaq:

TOTA), a $46 million SPAC that successfully merged with Clene Nanomedicine Inc.

CLNN), a biopharmaceutical

company, valued at $542.5 million in December 2020, with approximately $31.9 million of the IPO funds remaining in the trust account

at the closing of the merger.

CLNN), a biopharmaceutical company, valued at

$542.5 million in December 2020, with approximately $31.9 million of the IPO funds remaining in the trust account at the closing of the

As of July 6, 2023, the market capitalization of CLNN was approximately $64.3 million.

He is also the sole

director and CEO of Ace Global Investment Limited, which is the sponsor of Ace Global Business Acquisition Limited, a $46 million SPAC

listed on Nasdaq (Nasdaq:

ACBA), which announced its merger with LE Worldwide Limited, a smart greenhouse solutions provider with a pre-money

enterprise value of approximately $150 million, in December 2022;

and the sole manager of Soul Venture Partners, LLC, which is the sponsor

of Inception Growth Acquisition Limited, a $103.5 million SPAC listed on Nasdaq (Nasdaq:

Jason Wong also served as an independent

director of DT Asia Investment Limited, a $69 million SPAC previously listed on Nasdaq, which consummated its business combination in

July 2016 with China Lending Group (“CLG”), valued at $193.2 million at the closing of its merger.

CLG was subsequently renamed

Roan Holdings Group Co., Ltd.

He is also the sole director and CEO of

Ace Global Investment Limited, which is the sponsor of Ace Global Business Acquisition Limited, a $46 million SPAC listed on Nasdaq (Nasdaq:

ACBA), which announced its merger with LE Worldwide Limited, a smart greenhouse solutions provider with a pre-money enterprise value of

approximately $150 million, in December 2022;

and the sole manager of Soul Venture Partners, LLC, which is the sponsor of Inception Growth

Acquisition Limited, a $103.5 million SPAC listed on Nasdaq (Nasdaq:

Jason Wong also served as an independent director of DT

Asia Investment Limited, a $69 million SPAC previously listed on Nasdaq, which consummated its business combination in July 2016 with

China Lending Group (“CLG”), valued at $193.2 million at the closing of its merger.

CLG was subsequently renamed Roan Holdings

Group Co., Ltd.

(OTC Pink Sheets:

RAHGF), and as of July 6, 2023 (approximately six years after the consummation of the

business combination), the market capitalization of RAHGF was approximately $0.33 million as a result of change of regulatory regime

in the PRC regarding the peer-to-peer lending industry and CLG’s subsequent transition of its business from peer-to-peer lending

business to financial management, assessment and consulting services, debt collecting services, and financial guarantee services.

his decades of experience in PE investments in Asia, Mr.

RAHGF), and as of July 6, 2023 (approximately six years after the consummation of the business combination),

the market capitalization of RAHGF was approximately $0.33 million as a result of change of regulatory regime in the PRC regarding the

peer-to-peer lending industry and CLG’s subsequent transition of its business from peer-to-peer lending business to financial management,

assessment and consulting services, debt collecting services, and financial guarantee services.

From his decades of experience in PE investments

Jason Wong has a strong track record of successful de-SPAC transactions.

believe our management team has genuine global reach and resources that will enable our target to expand its geographical footprint,

thereby increasing profit potentials as well as optimizing its performance as a publicly listed entity in the market.

believe our management team’s personnel, network and relationships combined with their entrepreneurial vision, unique and diversified

experiences in investing, operating and transforming businesses will uniquely position them to identify and execute attractive business

combination opportunities.

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

region, although we intend to capitalize on the management team’s global network and focus our search of target businesses on the

following areas:

We believe our management

team has genuine global reach and resources that will enable our target to expand its geographical footprint, thereby increasing profit

potentials as well as optimizing its performance as a publicly listed entity in the market.

We believe our management

team’s personnel, network and relationships combined with their entrepreneurial vision, unique and diversified experiences in investing,

operating and transforming businesses will uniquely position them to identify and execute attractive business combination opportunities.

Our efforts to identify a prospective target business is not limited to any particular industry or geographic region, although we intend

to capitalize on the management team’s global network and focus our search of target businesses on the following areas:

Biotechnology:

any technology involving the use of living systems and/or organisms to develop or make products.

This includes, and is not limited to,

biotechnology for medical, pharmaceutical, and health preservation applications, agricultural processes and food production, environmental

applications, and industrial processes.

everyday necessities including durable and nondurable goods bought by the average consumer.

activities related to growing crops or raising livestock.

This includes, and is not limited to, producing agricultural commodities, producing

agricultural fertilizers and chemicals, manufacturing equipment, and processing or distributing agricultural products.

potential target companies will be evaluated based on sustainability and ESG imperatives, in order to enhance value creation, to mitigate

potential risks and to identify sustainable growth opportunities for the target company.

believe each of the foregoing sectors has considerable growth potential and contains a rich universe of potential target companies ready

to present solutions to a global market.

Public Offering and Private Placement

July 27, 2023, the Company consummated its initial public offering (the “IPO” or “Initial Public Offering”) of

14,950,000 Units, which includes the full exercise of the over-allotment option granted to the underwriters.

Each Unit consists of one

ordinary share (“Ordinary Share”) and one redeemable warrant (“Warrant”).

The Units were sold at an offering

price of $10.00 per Unit, generating gross proceeds of $149,500,000.

Simultaneously

with the closing of the IPO, the Company consummated the Private Placement with KVC Sponsor LLC (the “Sponsor”) of 678,575

units (the “Private Units”) at a price of $1.00 per Private Unit, generating total proceeds of $6,785,750.

The Private Units

are identical to the Units sold in the IPO.

The Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying

securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s

initial business combination.

The holder of the Private Units was granted certain demand and piggyback registration rights in connection

with the purchase of the Private Units.

July 27, 2023, a total of $151,368,750 of the net proceeds from the IPO and the Private Placement were deposited in a Trust Account established

for the benefit of the Company’s public shareholders.

Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a

public offering.

business strategy is to leverage our management team’s expertise, networks and operational experience to identify and complete

our initial business combination with a growth-focused, leading company in biotech, consumer goods, or agriculture, evaluated based on

ESG imperatives.

We will seek a company with characteristics that will complement and benefit from our management team’s skills

to deliver shareholder value.

sponsors, management team and directors have a complementary combination of experience and skills that will greatly enhance the likelihood

for success in consummating our initial business combination, including:

global networks with management teams of public and private companies, investment bankers,

PE sponsors, other public investors, entrepreneurs, industry investors, auditors, legal offices

and companies;

of experience in the biotech, agriculture, consumer goods, and related sectors as well as

familiarity with business practices around the world, especially in the Americas and in Asia;

record of serial entrepreneurship and growth acceleration;

in a wide range of functions, including operations, legal and compliance, corporate governance,

business strategy, corporate finance and investor relationship;

● transactional

experience including sourcing investments, restructuring capabilities, pre-IPO investments,

conducting rigorous due diligence, executing transactions, implementing business plans and

cross-border M&A and exit experience.

addition, our team has spent decades working in companies and institutions worldwide that are the top in their respective fields.

insider knowledge and know-how in their respective industries will be an additional bonus for us.

intend to focus on companies that we believe have strong growth capacity.

We are looking for a target with expertise compatible with

our management team’s expertise, and when combined they will be able to accelerate the target company’s growth and enhance

their performance in the public markets.

any technology

involving the use of living systems and/or organisms to develop or make products.

This includes, and is not limited to, biotechnology

for medical, pharmaceutical, and health preservation applications, agricultural processes and food production, environmental applications,

and industrial processes.

Consumer goods:

everyday necessities

including durable and nondurable goods bought by the average consumer.

activities related

to growing crops or raising livestock.

This includes, and is not limited to, producing agricultural commodities, producing agricultural

fertilizers and chemicals, manufacturing equipment, and processing or distributing agricultural products.

All potential target companies

will be evaluated based on sustainability and ESG imperatives, in order to enhance value creation, to mitigate potential risks and to

identify sustainable growth opportunities for the target company.

We believe each of the foregoing

sectors has considerable growth potential and contains a rich universe of potential target companies ready to present solutions to a global

Initial Public Offering and Private Placement

On July 27, 2023, the Company

consummated its initial public offering (the “IPO” or “Initial Public Offering”) of 14,950,000 Units, which includes

the full exercise of the over-allotment option granted to the underwriters.

Each Unit consists of one ordinary share (“Ordinary

Share”) and one redeemable warrant (“Warrant”).

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

gross proceeds of $149,500,000.

Simultaneously with the closing

of the IPO, the Company consummated the Private Placement with KVC Sponsor LLC (the “Sponsor”) of 678,575 units (the “Private

Units”) at a price of $1.00 per Private Unit, generating total proceeds of $6,785,750.

The Private Units are identical to the Units

sold in the IPO.

The Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited

circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination.

holder of the Private Units was granted certain demand and piggyback registration rights in connection with the purchase of the Private

On July 27, 2023, a total

of $151,368,750 of the net proceeds from the IPO and the Private Placement were deposited in a Trust Account established for the benefit

of the Company’s public shareholders.

The Private Units were issued

pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

Business Strategy

Our business strategy is to

leverage our management team’s expertise, networks and operational experience to identify and complete our initial business combination

with a growth-focused, leading company in biotech, consumer goods, or agriculture, evaluated based on ESG imperatives.

We will seek a

company with characteristics that will complement and benefit from our management team’s skills to deliver shareholder value.

Our sponsors, management team

and directors have a complementary combination of experience and skills that will greatly enhance the likelihood for success in consummating

our initial business combination, including:

extensive global networks with management teams of public and private companies, investment bankers, PE sponsors, other public investors, entrepreneurs, industry investors, auditors, legal offices and companies;

decades of experience in the biotech, agriculture, consumer goods, and related sectors as well as familiarity with business practices around the world, especially in the Americas and in Asia;

track record of serial entrepreneurship and growth acceleration;

expertise in a wide range of functions, including operations, legal and compliance, corporate governance, business strategy, corporate finance and investor relationship;

transactional experience including sourcing investments, restructuring capabilities, pre-IPO investments, conducting rigorous due diligence, executing transactions, implementing business plans and de-SPAC;

strong cross-border M&A and exit experience.

In addition, our team has

spent decades working in companies and institutions worldwide that are the top in their respective fields.

Their insider knowledge and

know-how in their respective industries will be an additional bonus for us.

We intend to focus on companies

that we believe have strong growth capacity.

We are looking for a target with expertise compatible with our management team’s expertise,

and when combined they will be able to accelerate the target company’s growth and enhance their performance in the public markets.

After the IPO, our team has worked on looking for potential opportunities via their networks.

We understand that a selective, yet efficient business combination process is critical in enhancing the investment return for our investors.

With the extensive experience of our board members, we believe we are well positioned to achieve a successful de-SPAC in a timely manner.

Our selection process will be very rigorous, and we will spend most of our efforts in conducting due diligence to ensure that we identify

acquisition opportunities that will lead to sustainable stockholder value creation.

selection process will leverage our management team’s broad network of contacts and relationships with various unaffiliated sources

including government bodies, scientific organizations, corporate board members, investment bankers, investment professionals at PE firms,

owners of private businesses, consultants, accounting and legal firms and so on to provide us with a strong pipeline of potential acquisition

with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective

target businesses:

● Significant

operations in biotech, consumer goods or agriculture, supported with strong ESG imperatives.

We intend to leverage our management team’s unique expertise and network to source

a potential target.

Based on our management team’s experience and strong network across

the globe in these sectors, we believe it will be advantageous to focus on investment opportunities

in these areas.

leadership with high growth potential.

We intend to seek a target that has a leading

presence across a sector or has prominent technology or product competencies, with the potential

to disrupt market incumbents.

We will primarily seek to acquire a target company with a total

enterprise value not exceeding $1 billion.

clear current and/or future nexus with any global and/or major markets.

Regardless of

where they may be headquartered, we intend to find a target company that has a strategy for

any global and/or any major markets and will benefit from being Nasdaq-listed.

and potential capacity for revenue and earnings growth.

We expect to target companies

that have the potential for significant revenue and earnings growth through a combination

of improved production capacity, increased operational efficiencies, cost reduction, and

synergistic follow-on acquisitions, which could result in operating leverage for stronger

revenue and earnings growth in the future.

business model.

We intend to select a target that has flexible operating models to respond

quickly to sudden changes in the market.

In these disruptive times, we believe companies

must address sustainability concerns so that they can stay afloat and continue to grow even

when unexpected challenges occur.

● Experienced

and motivated management team.

We will seek target businesses with a management team

that shows dedication, strategic vision and whose interests and goals are aligned with investors

and our management team.

We intend to seek and acquire a capable team that has a broad network,

is seasoned, and with long-term commitment.

benefit from operating improvement.

Consistent with our acquisition strategy, our management

team intends to focus on creating shareholder value by improving the efficiency of the company’s

operations while implementing strategies to scale revenue organically and/or through follow-on

acquisitions.

benefit from capital markets access.

We will assess the public market readiness of the

We intend to acquire a target company that will benefit from being a Nasdaq-listed

company and as a result effectively utilize the access to an additional form of capital,

enhanced corporate governance and improved public profile.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be

based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management

may deem relevant.

While we do not currently expect to consider a business outside the aforementioned criteria and guidelines for our

initial business combination, we are not prohibited from doing so.

In the event that we decide to enter into our initial business combination

with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet

the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed

in this annual report, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

a Business Combination

intend to utilize cash derived from the proceeds of the IPO and the private placement of private units, our share capital, debt or a

combination of these in effecting a business combination.

Although substantially all net proceeds of the IPO and the private placement

of private units are intended to be applied generally toward effecting a business combination as described in this annual report, the

proceeds are not otherwise being designated for any more specific purposes.

Accordingly, investors in IPO are investing without first

having an opportunity to evaluate the specific merits or risks of any one or more business combinations.

A business combination may involve

the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public

trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself.

include time delays, significant expense, loss of voting control and compliance with various U.S.

We understand that a selective, yet efficient

business combination process is critical in enhancing the investment return for our investors.

With the extensive experience of our board

members, we believe we are well positioned to achieve a successful de-SPAC in a timely manner.

Our selection process will be very rigorous,

and we will spend most of our efforts in conducting due diligence to ensure that we identify acquisition opportunities that will lead

to sustainable stockholder value creation.

Business Combination with Medera

We entered into a Merger Agreement

with Medera (as defined below), dated as of September 3, 2024 (as it may be amended from time to time, the “Merger Agreement”),

which provides for a business combination (the “Business Combination”) between Keen Vision and Medera Inc.

an exempted company incorporated under the laws of the Cayman Islands with limited liability.

Pursuant to the Merger Agreement, the Business

Combination will be effected in two steps:

(i) subject to the approval and adoption of the Merger Agreement by the shareholders of Keen

Vision, Keen Vision will merge with and into KVAC (Cayman) Limited, an exempted company incorporated under the laws of the Cayman Islands

with limited liability and a direct wholly-owned subsidiary of Keen Vision (such company before the Business Combination is referred to

as “NewCo” and upon and following the Acquisition Merger is hereinafter sometimes referred to as “PubCo”), with

NewCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”);

(ii) promptly after the Reincorporation

Merger, KVAC MS (Cayman) Limited (“Merger Sub”), an exempted company incorporated under the laws of the Cayman Islands with

limited liability and a direct wholly-owned subsidiary of NewCo, will be merged with and into Medera, with Medera remaining as the surviving

entity, resulting in Medera being a wholly-owned subsidiary of PubCo (the “Acquisition Merger”).

The aggregate consideration

for the Acquisition Merger (the “Merger Consideration”) is $622,560,000, subject to certain adjustments as described in the

Merger Agreement (which adjustments are described in greater detail further below), payable to the Medera Shareholders (as defined below)

in the form of newly issued PubCo Ordinary Shares (as defined below) valued at $10.00 per share.

The calculation of the Merger Consideration,

taking into account the adjustments described in the Merger Agreement and based on the pro forma financial information, would result in

the aggregate issuance to the Medera Shareholders at the Closing, of 62,578,505 PubCo Ordinary Shares (the “Closing Payment Shares”).

As part of the transaction, NewCo will change its name to “Medera Inc.” and Medera will change its name to “Medera Global

Acquisition Criteria

Our selection process will

leverage our management team’s broad network of contacts and relationships with various unaffiliated sources including government

bodies, scientific organizations, corporate board members, investment bankers, investment professionals at PE firms, owners of private

businesses, consultants, accounting and legal firms and so on to provide us with a strong pipeline of potential acquisition leads.

Consistent with our strategy,

we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses:

Significant operations in biotech, consumer goods or agriculture, supported with strong ESG imperatives.

We intend to leverage our management team’s unique expertise and network to source a potential target.

Based on our management team’s experience and strong network across the globe in these sectors, we believe it will be advantageous to focus on investment opportunities in these areas.

Industry leadership with high growth potential.

We intend to seek a target that has a leading presence across a sector or has prominent technology or product competencies, with the potential to disrupt market incumbents.

We will primarily seek to acquire a target company with a total enterprise value not exceeding $1 billion.

A clear current and/or future nexus with any global and/or major markets.

Regardless of where they may be headquartered, we intend to find a target company that has a strategy for any global and/or any major markets and will benefit from being Nasdaq-listed.

Current and potential capacity for revenue and earnings growth.

We expect to target companies that have the potential for significant revenue and earnings growth through a combination of improved production capacity, increased operational efficiencies, cost reduction, and synergistic follow-on acquisitions, which could result in operating leverage for stronger revenue and earnings growth in the future.

Resilient business model.

We intend to select a target that has flexible operating models to respond quickly to sudden changes in the market.

In these disruptive times, we believe companies must address sustainability concerns so that they can stay afloat and continue to grow even when unexpected challenges occur.

Experienced and motivated management team.

We will seek target businesses with a management team that shows dedication, strategic vision and whose interests and goals are aligned with investors and our management team.

We intend to seek and acquire a capable team that has a broad network, is seasoned, and with long-term commitment.

Potential benefit from operating improvement.

Consistent with our acquisition strategy, our management team intends to focus on creating shareholder value by improving the efficiency of the company’s operations while implementing strategies to scale revenue organically and/or through follow-on acquisitions.

Potential benefit from capital markets access.

We will assess the public market readiness of the company.

We intend to acquire a target company that will benefit from being a Nasdaq-listed company and as a result effectively utilize the access to an additional form of capital, enhanced corporate governance and improved public profile.

These criteria are not intended

to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant,

on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

While we do not

currently expect to consider a business outside the aforementioned criteria and guidelines for our initial business combination, we are

not prohibited from doing so.

In the event that we decide to enter into our initial business combination with a target business that does

not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines

in our shareholder communications related to our initial business combination, which, as discussed in this annual report, would be in

the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

Effecting a Business Combination

We intend to utilize cash

derived from the proceeds of the IPO and the private placement of private units, our share capital, debt or a combination of these in

effecting a business combination.

Although substantially all net proceeds of the IPO and the private placement of private units are intended

to be applied generally toward effecting a business combination as described in this annual report, the proceeds are not otherwise being

designated for any more specific purposes.

Accordingly, investors in IPO are investing without first having an opportunity to evaluate

the specific merits or risks of any one or more business combinations.

A business combination may involve the acquisition of, or merger

with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares,

while avoiding what it may deem to be adverse consequences of undertaking a public offering itself.

These include time delays, significant

expense, loss of voting control and compliance with various U.S.

Federal and state securities laws.

Alternatively, we may seek to consummate a business combination with a company that may be in its early stages of development or growth.

While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability,

as a result of our limited resources, to effect only a single business combination.

of Target Businesses

anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,

venture capital funds, PE funds, leveraged buyout funds, management buyout funds and other members of the financial community.

businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these

sources will have read the prospectus and know what types of businesses we are targeting.

Our officers and directors, as well as their

respective affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts

as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on

any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting

fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

In no event, however,

will any of our existing officers, directors, special advisors or initial shareholders, or any entity with which they are affiliated,

be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate

the consummation of a business combination (regardless of the type of transaction).

If we decide to enter into a business combination

with a target business that is affiliated with our officers, directors or initial shareholders, we will do so only if we have obtained

an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a

financial point of view;

however, as of the date of this annual report, there is no affiliated entity that we consider a target.

of a Target Business and Structuring of a Business Combination

to the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding any

deferred underwriting discounts and commissions and taxes payable on the income earned on the trust account) at the time of the execution

of a definitive agreement for our initial business combination, as described below in more detail, our management will have virtually

unrestricted flexibility in identifying and selecting a prospective target business.

We have not established any other specific attributes

or criteria (financial or otherwise) for prospective target businesses.

In evaluating a prospective target business, our management may

consider a variety of factors, including one or more of the following:

condition and results of operation;

and skill of management and availability of additional personnel;

requirements;

● competitive

of development of its products, processes or services;

of current or potential market acceptance of the products, processes or services;

● proprietary

features and degree of intellectual property or other protection for its products, processes

environment of the industry;

associated with effecting the business combination.

believe such factors will be important in evaluating prospective target businesses, regardless of the location or industry in which such

target business operates.

Alternatively, we may seek to

consummate a business combination with a company that may be in its early stages of development or growth.

While we may seek to effect

simultaneous business combinations with more than one target business, we will probably have the ability, as a result of our limited resources,

to effect only a single business combination.

Sources of Target Businesses

We anticipate that target

business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital

funds, PE funds, leveraged buyout funds, management buyout funds and other members of the financial community.

Target businesses may be

brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may

also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have

read the prospectus and know what types of businesses we are targeting.

Our officers and directors, as well as their respective affiliates,

may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal

or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

While we do not presently anticipate

engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may

engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation

to be determined in an arm’s length negotiation based on the terms of the transaction.

In no event, however, will any of our existing

officers, directors, special advisors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s

fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate the consummation of a business

combination (regardless of the type of transaction).

If we decide to enter into a business combination with a target business that is

affiliated with our officers, directors or initial shareholders, we will do so only if we have obtained an opinion from an independent

investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view;

as of the date of this annual report, there is no affiliated entity that we consider a target.

Selection of a Target Business and Structuring

of a Business Combination

Subject to the limitations

that a target business have a fair market value of at least 80% of the balance in the trust account (excluding any deferred underwriting

discounts and commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement

for our initial business combination, as described below in more detail, our management will have virtually unrestricted flexibility in

identifying and selecting a prospective target business.

We have not established any other specific attributes or criteria (financial

or otherwise) for prospective target businesses.

In evaluating a prospective target business, our management may consider a variety of

factors, including one or more of the following:

financial condition and results of operation;

growth potential;

experience and skill of management and availability of additional personnel;

capital requirements;

competitive position;

barriers to entry;

stage of development of its products, processes or services;

degree of current or potential market acceptance of the products, processes or services;

proprietary features and degree of intellectual property or other protection for its products, processes or services;

regulatory environment of the industry;

costs associated with effecting the business combination.

We believe such factors will

be important in evaluating prospective target businesses, regardless of the location or industry in which such target business operates.

However, this list is not intended to be exhaustive.

Furthermore, we may decide to enter into a business combination

with a target business that does not meet these criteria and guidelines.

evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as

well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.

In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,

meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available

This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although

we have no current intention to engage any such third parties.

time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently

be ascertained with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective target

business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available

to otherwise complete a business combination.

Market Value of Target Business

to Nasdaq listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least

80% of the balance of the funds in the trust account (excluding any deferred underwriting discounts and commissions and taxes payable

on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination,

although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance.

anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure a business combination where we merge directly with the target business or where we acquire less than 100%

of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders

or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to

be required to register as an investment company under the Investment Company Act.

Even if the post-transaction company owns or acquires

50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority

interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all outstanding capital

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

However, as a result of the issuance of a substantial

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

and outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target

business or businesses are owned or acquired by the post-transaction company, only the portion of such business or businesses that is

owned or acquired is what will be valued for purposes of the 80% of net assets test, assuming that we obtain and maintain a listing for

our securities on Nasdaq.

In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities

to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities.

we have no specific business combination under consideration, we have not entered into any such fund-raising arrangement and have no

current intention of doing so.

The fair market value of the target will be determined by our board of directors based upon one or more

standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value).

If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion

from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions on

the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria.

Furthermore, we may decide to enter into a business combination with a target business

that does not meet these criteria and guidelines.

Any evaluation relating to

the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations

deemed relevant by our management in effecting a business combination consistent with our business objective.

In evaluating a prospective

target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management

and inspection of facilities, as well as review of financial and other information which is made available to us.

This due diligence review

will be conducted either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage

any such third parties.

The time and costs required

to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any

degree of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective target business with which

a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise

complete a business combination.

Fair Market Value of Target Business

Pursuant to Nasdaq listing

rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance

of the funds in the trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned

on the trust account) at the time of the execution of a definitive agreement for our initial business combination, although we may acquire

a target business whose fair market value significantly exceeds 80% of the trust account balance.

We currently anticipate structuring

a business combination to acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure

a business combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets

of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we

will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act.

Even if the post-transaction company owns or acquires 50% or more of the voting securities of

the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company,

depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction

in which we issue a substantial number of new shares in exchange for all outstanding capital of a target.

In this case, we could acquire

a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders

immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to

our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or

acquired by the post-transaction company, only the portion of such business or businesses that is owned or acquired is what will be valued

for purposes of the 80% of net assets test, assuming that we obtain and maintain a listing for our securities on Nasdaq.

In order to consummate

such an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek

to raise additional funds through a private offering of debt or equity securities.

Since we have no specific business combination under

consideration, we have not entered into any such fund-raising arrangement and have no current intention of doing so.

The fair market value

of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community

(such as actual and potential sales, earnings, cash flow and/or book value).

If our board is not able to independently determine that

the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking

firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire,

with respect to the satisfaction of such criteria.

We will not be required to obtain an opinion from an independent investment banking

firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire,

as to the fair market value if our board of directors independently determines that the target business complies with the 80% threshold.

We will not be required to

obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions

on the type of target business we are seeking to acquire, as to the fair market value if our board of directors independently determines

that the target business complies with the 80% threshold.

will not be required to comply with the 80% fair market value requirement if we are delisted

If Nasdaq delists our securities from trading on its exchange after the IPO,

we would not be required to satisfy the fair market value requirement described above and

could complete a business combination with a target business having a fair market value substantially

below 80% of the balance in the trust account.

of Business Diversification

business combination must be with a target business or businesses that collectively satisfy the minimum valuation standard at the time

of such acquisition, as discussed above, although this process may entail the simultaneous acquisitions of several operating businesses

at the same time.

Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance

of a single business.

Unlike other entities which may have the resources to complete several business combinations of entities operating

in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations

or benefit from the possible spreading of risks or offsetting of losses.

By consummating a business combination with only a single entity,

our lack of diversification may:

us to numerous economic, competitive and regulatory developments, any or all of which may

have a substantial adverse impact upon the particular industry in which we may operate subsequent

to a business combination, and

in our dependency upon the performance of a single operating business or the development

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

we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of

such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may

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

With multiple acquisitions, we could also

face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations

(if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or

products of the acquired companies in a single operating business.

Ability to Evaluate the Target Business’ Management

we intend to scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination,

we cannot assure you that our assessment of the target business’ management will prove to be correct.

In addition, we cannot assure

you that the future management will have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the

future role of our officers and directors, if any, in the target business following a business combination cannot presently be stated

with any certainty.

While it is possible that some of our key personnel will remain associated in senior management or advisory positions

with us following a business combination, it is unlikely that they will devote their full-time efforts to our affairs subsequent to a

business combination.

Moreover, they would only be able to remain with the company after the consummation of a business combination if

they are able to negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would take

place simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the form

of cash payments and/or our securities for services they would render to the company after the consummation of the business combination.

While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target

business, their ability to remain with the company after the consummation of a business combination will not be the determining factor

in our decision as to whether or not we will proceed with any potential business combination.

Additionally, our officers and directors

may not have significant experience or knowledge relating to the operations of the particular target business.

a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

cannot assure you that we will have the ability to recruit additional managers, or that any such additional managers we do recruit will

have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

May Not Have the Ability to Approve an Initial Business Combination

connection with any proposed business combination, we will either (1) seek shareholder approval of our initial business combination

at a meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless of whether they

vote for or against the proposed business combination or abstain from voting, into their pro rata share of the aggregate amount

then on deposit in the trust account (net of taxes payable) or (2) provide our public shareholders with the opportunity to sell

their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their

pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the

limitations described herein.

Notwithstanding the foregoing, our initial shareholders have agreed, pursuant to written letter agreements

with us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the

trust account.

If we determine to engage in a tender offer, such tender offer will be structured so that each shareholder may tender

any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares.

The decision as to whether

we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender

offer will be made by us based on a variety of factors such as the timing of the transaction, or whether the terms of the transaction

would otherwise require us to seek shareholder approval.

If we so choose and we are legally permitted to do so, we have the flexibility

to avoid a shareholder vote and allow our shareholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the

Exchange Act which regulate issuer tender offers.

In that case, we will file tender offer documents with the SEC which will contain

substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy

We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation

and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the

business combination or otherwise we are exempt from the provisions of Rule 419 promulgated under the Securities Act.

chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the

Securities Act or otherwise we are exempt from the provisions of Rule 419 promulgated under the Securities Act;

however, if we seek

to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires

us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net

tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser

number of shares converted or sold to us) and may force us to seek third party financing which may not be available on terms acceptable

to us or at all.

As a result, we may not be able to consummate such initial business combination and we may not be able to locate another

suitable target within the applicable time period, if at all.

Public shareholders may therefore have to wait 15 months after we have

signed the letter of intent on March 22, 2024, (or up to 21 months if we extend such period as described in more detail in this

annual report) from the closing of the IPO in order to be able to receive a pro rata share of the trust account.

initial shareholders and our officers and directors have agreed (1) to vote any ordinary

shares owned by them in favor of any proposed business combination, (2) not to convert

any ordinary shares in connection with a shareholder vote to approve a proposed initial business

combination, and (3) not sell any ordinary shares in any tender in connection with a

proposed initial business combination.

As a result, if we sought shareholder approval of

a proposed transaction we could need as little as 351,101 of our public shares (or approximately

2.70% of our public shares) to be voted in favor of the transaction in order to have such

transaction approved.

we hold a meeting to approve a proposed business combination and a significant number of

shareholders vote, or indicate an intention to vote, against such proposed business combination,

our officers, directors, initial shareholders or their affiliates could make such purchases

in the open market or in private transactions in order to influence the vote.

comply with the 80% fair market value requirement if we are delisted from Nasdaq.

If Nasdaq delists our securities from trading on its

exchange after the IPO, we would not be required to satisfy the fair market value requirement described above and could complete a business

combination with a target business having a fair market value substantially below 80% of the balance in the trust account.

Lack of Business Diversification

Our business combination must

be with a target business or businesses that collectively satisfy the minimum valuation standard at the time of such acquisition, as discussed

above, although this process may entail the simultaneous acquisitions of several operating businesses at the same time.

Therefore, at

least initially, the prospects for our success may be entirely dependent upon the future performance of a single business.

entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple

areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible

spreading of risks or offsetting of losses.

By consummating a business combination with only a single entity, our lack of diversification

subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and

result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

If we determine to simultaneously

acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our

purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us,

and delay our ability, to complete the business combination.

With multiple acquisitions, we could also face additional risks, including

additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers)

and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies

in a single operating business.

Limited Ability to Evaluate the Target Business’

Although we intend to scrutinize

the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure

you that our assessment of the target business’ management will prove to be correct.

In addition, we cannot assure you that the

future management will have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role

of our officers and directors, if any, in the target business following a business combination cannot presently be stated with any certainty.

While it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following

a business combination, it is unlikely that they will devote their full-time efforts to our affairs subsequent to a business combination.

Moreover, they would only be able to remain with the company after the consummation of a business combination if they are able to negotiate

employment or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously with

the negotiation of the business combination and could provide for them to receive compensation in the form of cash payments and/or our

securities for services they would render to the company after the consummation of the business combination.

While the personal and financial

interests of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain

with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or

not we will proceed with any potential business combination.

Additionally, our officers and directors may not have significant experience

or knowledge relating to the operations of the particular target business.

Following a business combination,

we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we

will have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills,

knowledge or experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to

Approve an Initial Business Combination

In connection with any proposed

business combination, we will either (1) seek shareholder approval of our initial business combination at a meeting called for such

purpose at which public shareholders may seek to convert their public shares, regardless of whether they vote for or against the proposed

business combination or abstain from voting, into their pro rata share of the aggregate amount then on deposit in the trust account

(net of taxes payable) or (2) provide our public shareholders with the opportunity to sell their public shares to us by means of

a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate

amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein.

Notwithstanding

the foregoing, our officers, directors, initial shareholders and their affiliates will not

make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or

Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation

of a company’s stock.

to Extend Time to Complete Business Combination

have 15 months from the closing of the IPO to consummate our initial business combination

after we signed the letter of intent on March 22, 2024.

If we anticipate that we may not

be able to consummate our initial business combination within 15 months from the closing

of the IPO, we may, but are not obligated to, if requested by our sponsor or its affiliates,

extend Combination Period up to two times by an additional three months each time for a total

of up to 21 months by depositing $1,300,000 (or $1,495,000 if the underwriters’ over-allotment

option is exercised in full) in connection with each such extension into our trust account.

In addition, we will be entitled to an automatic six-month extension to complete a business

combination if we have executed a letter of intent, agreement in principle or definitive

agreement for an initial business combination during the Combination Period or Paid Extension

Public shareholders will not be offered the opportunity to vote on or redeem their

shares in connection with any such extension.

If we are unable to complete our initial business

combination within the above Combination Period or Paid Extension Period, we will distribute

the aggregate amount then on deposit in the trust account, including interest (net of taxes

payable) pro rata to our public shareholders, by way of the redemption of their shares and

thereafter cease all operations except for the purposes of winding up of our affairs, as

further described herein.

to the terms of our amended and restated memorandum and articles of association and the trust agreement entered into between us and our

Trust Agent on the date of this annual report, in order to extend the Paid Extension Period, our insiders or their affiliates or designees,

upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each three month extension

$1,300,000, or $1,495,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case), on

or prior to the date of the applicable deadline.

The insiders will receive a non-interest bearing, unsecured promissory note equal to

the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are

funds available outside the trust account to do so.

Such notes would either be paid upon consummation of our initial business combination,

or, at the lender’s discretion, converted upon consummation of our business combination into additional private units at a price

of $10.00 per unit.

Our shareholders have approved the issuance of the private units upon conversion of such notes, to the extent the

holder wishes to so convert such notes at the time of the consummation of our initial business combination.

We intend to issue a press

release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

Our insiders and their

affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination.

To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination,

such insiders (or their affiliates or designees) may deposit the entire amount required.

Any notes issued pursuant to these loans would

be in addition to any notes issued pursuant to working capital loans made to us.

Redemption/Tender

any meeting called to approve an initial business combination, public shareholders may seek to redeem their public shares, regardless

of whether they vote for or against the proposed business combination or abstain from voting, into their pro rata share of the

aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid.

Notwithstanding the foregoing, our initial

shareholders have agreed, pursuant to written letter agreements with us, not to redeem any public shares held by them into their pro

rata share of the aggregate amount then on deposit in the trust account.

The redemption rights will be effected under our amended

and restated memorandum and articles of association and BVI law as redemptions.

If we hold a meeting to approve an initial business combination,

a holder will always have the ability to vote against a proposed business combination and not seek conversion of his shares.

Alternatively,

if we engage in a tender offer, each public shareholder will be provided the opportunity to sell his public shares to us in such tender

The tender offer rules require us to hold the tender offer open for at least 20 business days.

Accordingly, this is the minimum

amount of time we would need to provide holders to determine whether they want to sell their public shares to us in the tender offer

or remain an investor in our company.

initial shareholders, officers and directors will not have redemption rights with respect

to any ordinary shares owned by them, directly or indirectly, whether acquired prior to the

IPO or purchased by them in the IPO or in the aftermarket.

may also require public shareholders, whether they are a record holder or hold their shares in “street name,” to either tender

their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust

Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the

the foregoing, our initial shareholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held

by them into their pro rata share of the aggregate amount then on deposit in the trust account.

If we determine to engage in a

tender offer, such tender offer will be structured so that each shareholder may tender any or all of his, her or its public shares rather

than some pro rata portion of his, her or its shares.

The decision as to whether we will seek shareholder approval of a proposed

business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety of

factors such as the timing of the transaction, or whether the terms of the transaction would otherwise require us to seek shareholder

If we so choose and we are legally permitted to do so, we have the flexibility to avoid a shareholder vote and allow our shareholders

to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers.

In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information

about the initial business combination as is required under the SEC’s proxy rules.

We will consummate our initial business combination

only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority

of the issued and outstanding ordinary shares voted are voted in favor of the business combination or otherwise we are exempt from the

provisions of Rule 419 promulgated under the Securities Act.

We chose our net tangible

asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act or otherwise

we are exempt from the provisions of Rule 419 promulgated under the Securities Act;

however, if we seek to consummate an initial

business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum

amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold

may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares converted

or sold to us) and may force us to seek third party financing which may not be available on terms acceptable to us or at all.

we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the

applicable time period, if at all.

Public shareholders may therefore have to wait 15 months after we have signed the letter of intent

on March 22, 2024, (or up to 21 months if we extend such period as described in more detail in this annual report) from the closing

of the IPO in order to be able to receive a pro rata share of the trust account.

Our initial shareholders and

our officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed business combination,

(2) not to convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination,

and (3) not sell any ordinary shares in any tender in connection with a proposed initial business combination.

As a result, if we

do not need public shareholders to vote in favor of the transaction in order to have such transaction approved.

If we hold a meeting to approve

a proposed business combination and a significant number of shareholders vote, or indicate an intention to vote, against such proposed

business combination, our officers, directors, initial shareholders or their affiliates could make such purchases in the open market or

in private transactions in order to influence the vote.

Notwithstanding the foregoing, our officers, directors, initial shareholders and

their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5

of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

Ability to Extend Time to Complete Business

We had 15 months from July

27, 2023, the closing of the IPO, to consummate our initial business combination after we signed the letter of intent on March 22, 2024.

On October 25, 2024, we held an annual meeting of shareholders.

our shareholders approved the proposal to amend our amended and restated

memorandum and articles of association to extend the date by which we have to consummate a business combination three times for nine additional

months each time from October 27, 2024 to July 27, 2025 by depositing into the Trust Account $200,000 for all remaining public shares

(the “Extension Payment”) for each one-month extension.

As of the date of this annual report, we further extended the time

to consummate our initial business combination to March 27, 2025.

Pursuant to the terms of our

amended and restated memorandum and articles of association and the trust agreement entered into between us and our Trust Agent on the

date of this annual report, in order to extend period within which we have to consummate the business combination, our insiders or their

affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for

each one month extension $200,000, on or prior to the date of the applicable deadline.

The insiders will receive a non-interest bearing,

unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business

combination unless there are funds available outside the trust account to do so.

Such notes would either be paid upon consummation of

our initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional

private units at a price of $10.00 per unit.

Our shareholders have approved the issuance of the private units upon conversion of such

notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination.

intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

Our insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial

business combination.

Once the shares are converted by the holder, and effectively redeemed by us under BVI law, the transfer agent will

then update our Register of Members to reflect all conversions.

The proxy solicitation materials that we will furnish to shareholders

in connection with the vote for any proposed business combination will indicate whether we are requiring shareholders to satisfy such

delivery requirements.

Accordingly, a shareholder will have from the time our proxy statement is mailed through the vote on the business

combination to deliver his shares if he wishes to seek to exercise his redemption rights.

Under our amended and restated memorandum and

articles of association, we are required to provide at least 10 days’ advance notice of any shareholder meeting, which would

be the minimum amount of time a shareholder would have to determine whether to exercise redemption rights.

As a result, if we require

public shareholders who wish to convert their ordinary shares into the right to receive a pro rata portion of the funds in the

trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver

their shares for conversion.

Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain our

securities when they otherwise would not want to.

is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC

The transfer agent will typically charge the tendering broker $45, and it would be up to the broker whether or not to pass this

cost on to the converting holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise

redemption rights.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such

delivery must be effectuated.

However, in the event we require shareholders seeking to exercise redemption rights to deliver their shares

prior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result

in an increased cost to shareholders.

request to convert or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination

or expiration of the tender offer.

Furthermore, if a holder of a public share delivered his certificate in connection with an election

of their conversion or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender

offer not to elect to exercise such rights, he may simply request that the transfer agent return the certificate (physically or electronically).

the initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their

conversion or tender rights would not be entitled to convert their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any shares delivered by public holders.

Liquidation of Trust Account if No Business Combination

have 15 months from the closing of the Initial Public Offering to consummate our initial

business combination after we signed a letter of intent on March 22, 2024.

If we anticipate

that we may not be able to consummate our initial business combination within 15 months from

the closing of the IPO, we may, but are not obligated to, if requested by our sponsor or

its affiliates, extend Combination Period up to two times by an additional three months each

time for a total of up to 21 months by depositing $1,300,000 (or $1,495,000 if the underwriters’

over-allotment option is exercised in full) in connection with each such extension into our

trust account.

In addition, we will be entitled to an automatic six-month extension to complete

a business combination if we have executed a letter of intent, agreement in principle or

definitive agreement for an initial business combination during the Combination Period or

Paid Extension Period.

Public shareholders will not be offered the opportunity to vote on

or redeem their shares in connection with any such extension.

To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial

business combination, such insiders (or their affiliates or designees) may deposit the entire amount required.

Any notes issued pursuant

to these loans would be in addition to any notes issued pursuant to working capital loans made to us.

As of the date of this annual report,

we have issued a total of 5 promissory notes in the aggregate amount of $1,000,000 to our sponsor.

If we do not complete a business

combination within the Combination Period or the Paid Extension Period, we will, as promptly

as possible but not more than ten business days thereafter, redeem 100% of our outstanding

public shares for a pro rata portion of the funds held in the trust account, including a

pro rata portion of any interest earned on the funds held in the trust account and not necessary

to pay our taxes, then seek to liquidate and dissolve.

However, we may not be able to distribute

such amounts as a result of claims of creditors which may take priority over the claims of

our public shareholders.

In the event of our liquidation and subsequent dissolution, the

public warrants will expire and will be worthless.

amount in the trust account will be treated as funds distributable under the Companies Act provided that immediately following the date

on which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business.

If we are forced to liquidate the trust account, we anticipate that we would distribute to our public shareholders the amount in the

trust account calculated as of the date that is two days prior to the distribution date (including any accrued interest net of taxes

Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors

for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with

respect to amounts that are owed to them.

We cannot assure you that we will properly assess all claims that may be potentially brought

As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received

by them as an unlawful payment in the event we enter an insolvent liquidation.

Furthermore, while we will seek to have all vendors and

service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target

business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may

have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements.

Nor is there any guarantee

that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would

conclude that such agreements are legally enforceable.

of our initial shareholders and our officers and directors have agreed to waive its rights to participate in any liquidation of our trust

account or other assets with respect to the insider shares and private units and to vote their insider shares, private shares in favor

of any dissolution and plan of distribution which we submit to a vote of shareholders.

There will be no distribution from the trust account

with respect to our warrants, which will expire worthless.

we are unable to complete an initial business combination and expend all net proceeds of the IPO, other than the proceeds deposited in

the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share redemption price

from the trust account would be $10.125.

proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to the claims

of our public shareholders.

Although we will seek to have all vendors, including lenders for money borrowed, prospective target businesses

or other entities we engage 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, there is no guarantee that they will execute such agreements or even

if they execute such agreements that they would 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 an advantage with a claim against our assets, including the funds held in the trust account.

If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis

of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest

of our shareholders if such third party refused to waive such claims.

Examples of possible instances where we may engage a third party

that refused 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 provider of required services willing to provide the waiver.

In any event, our management would perform an analysis

of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management

believed that such third party’s engagement would be significantly more beneficial to us than any alternative.

In addition, 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.

Sponsor LLC has agreed that, if we liquidate the trust account prior to the consummation of a business combination, it will be liable

to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted

for or products sold to us in excess of the net proceeds of the Initial Public Offering not held in the trust account, but only to the

extent necessary to ensure that such debts or obligations do not reduce the amounts in the trust account and only if such parties have

not executed a waiver agreement.

However, we cannot assure you that it will be able to satisfy those obligations if it is required to

Accordingly, the actual per-share redemption price could be less than $10.125 due to claims of creditors.

Additionally, if we

are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which 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, we

cannot assure you we will be able to return to our public shareholders at least $10.125 per share.

acquisition of a China-based company

and regulatory actions by the Chinese government

efforts to identify a prospective target business will not be limited to a particular industry or geographic location and we may acquire

a company based in, or with the majority of its operations in, any country, including China.

If we choose to acquire a China-based company,

we may be subject to risks associated with conducting business in China, including being subject to various risks related to PRC laws

and regulations, which are sometimes vague and uncertain.

To the extent that the Chinese government intervenes or influences our operations

post-business combination at any time or exerts more control over offerings conducted overseas by, and foreign investment in, China-based

issuers, the operations of the post-combination entity and/or the value of our securities may be materially affected.

Additionally, any

governmental and regulatory interference 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.

However, we will not undertake our initial

business combination with any PRC entity with a variable interest entity, or VIE, structure.

imposed by the Chinese government on overseas listing and share issuances (post-business combination)

we choose to complete our business combination with a China-based company, we may be required to obtain approval from Chinese authorities,

including CSRC or CAC, to continue to list on U.S.

combination within the business combination period, we will, as promptly as possible but not more than ten business days thereafter,

redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion

of any interest earned on the funds held in the trust account and not necessary to pay our taxes, then seek to liquidate and dissolve.

However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our

public shareholders.

In the event of our liquidation and subsequent dissolution, the public warrants will expire and will be worthless.

Redemption/Tender Rights

At any meeting called to approve

an initial business combination, public shareholders may seek to redeem their public shares, regardless of whether they vote for or against

the proposed business combination or abstain from voting, into their pro rata share of the aggregate amount then on deposit in

the trust account, less any taxes then due but not yet paid.

Notwithstanding the foregoing, our initial shareholders have agreed, pursuant

to written letter agreements with us, not to redeem any public shares held by them into their pro rata share of the aggregate amount

then on deposit in the trust account.

The redemption rights will be effected under our amended and restated memorandum and articles of

association and BVI law as redemptions.

If we hold a meeting to approve an initial business combination, a holder will always have the

ability to vote against a proposed business combination and not seek conversion of his shares.

Alternatively, if we engage

in a tender offer, each public shareholder will be provided the opportunity to sell his public shares to us in such tender offer.

tender offer rules require us to hold the tender offer open for at least 20 business days.

Accordingly, this is the minimum amount

of time we would need to provide holders to determine whether they want to sell their public shares to us in the tender offer or remain

an investor in our company.

Our initial shareholders,

officers and directors will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether

acquired prior to the IPO or purchased by them in the IPO or in the aftermarket.

We may also require public

shareholders, whether they are a record holder or hold their shares in “street name,” to either tender their certificates

(if any) to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust Company’s

DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination.

Once the shares are converted by the holder, and effectively redeemed by us under BVI law, the transfer agent will then update our Register

of Members to reflect all conversions.

The proxy solicitation materials that we will furnish to shareholders in connection with the vote

for any proposed business combination will indicate whether we are requiring shareholders to satisfy such delivery requirements.

a shareholder will have from the time our proxy statement is mailed through the vote on the business combination to deliver his shares

if he wishes to seek to exercise his redemption rights.

Under our amended and restated memorandum and articles of association, we are

required to provide at least 10 days’ advance notice of any shareholder meeting, which would be the minimum amount of time

a shareholder would have to determine whether to exercise redemption rights.

As a result, if we require public shareholders who wish to

convert their ordinary shares into the right to receive a pro rata portion of the funds in the trust account to comply with the

foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion.

investors may not be able to exercise their redemption rights and may be forced to retain our securities when they otherwise would not

There is a nominal cost associated

with this tendering process and the act of certificating the shares or delivering them through the DWAC System.

The transfer agent will

typically charge the tendering broker $45, and it would be up to the broker whether or not to pass this cost on to the converting holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights.

deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

in the event we require shareholders seeking to exercise redemption rights to deliver their shares prior to the consummation of the proposed

business combination and the proposed business combination is not consummated, this may result in an increased cost to shareholders.

Any request to convert or

tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender

Furthermore, if a holder of a public share delivered his certificate in connection with an election of their conversion or tender

and subsequently decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise

such rights, he may simply request that the transfer agent return the certificate (physically or electronically).

If the initial business combination

is not approved or completed for any reason, then our public shareholders who elected to exercise their conversion or tender rights would

not be entitled to convert their shares for the applicable pro rata share of the trust account.

In such case, we will promptly

return any shares delivered by public holders.

The amount in the trust account

will be treated as funds distributable under the Companies Act provided that immediately following the date on which the proposed distribution

is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business.

If we are forced to liquidate

the trust account, we anticipate that we would distribute to our public shareholders the amount in the trust account calculated as of

the date that is two days prior to the distribution date (including any accrued interest net of taxes payable).

Prior to such distribution,

we would be required to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed

and make provision for such amounts, as creditors take priority over our public shareholders with respect to amounts that are owed to

We cannot assure you that we will properly assess all claims that may be potentially brought against us.

As such, our shareholders

could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the

event we enter an insolvent liquidation.

Furthermore, while we will seek to have all vendors and service providers (which would include

any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses

execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust

account, there is no guarantee that they will execute such agreements.

Nor is there any guarantee that, even if such entities execute

such agreements with us, they will not seek recourse against the trust account or that a court would conclude that such agreements are

legally enforceable.

Each of our initial shareholders

and our officers and directors have agreed to waive its rights to participate in any liquidation of our trust account or other assets

with respect to the insider shares and private units and to vote their insider shares, private shares in favor of any dissolution and

plan of distribution which we submit to a vote of shareholders.

There will be no distribution from the trust account with respect to our

warrants, which will expire worthless.

If we are unable to complete

an initial business combination and expend all net proceeds of the IPO, other than the proceeds deposited in the trust account, and without

taking into account interest, if any, earned on the trust account, the initial per-share redemption price from the trust account would

The proceeds deposited in

the trust account could, however, become subject to the claims of our creditors which would be prior to the claims of our public shareholders.

Although we will seek to have all vendors, including lenders for money borrowed, prospective target businesses or other entities we engage

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, there is no guarantee that they will execute such agreements or even if they execute such agreements

that they would 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 an advantage with a claim against our assets, including the funds held in the trust account.

If any third party refused to execute

an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to

us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our shareholders if such

third party refused to waive such claims.

Examples of possible instances where we may engage a third party that refused 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 provider

of required services willing to provide the waiver.

In any event, our management would perform an analysis of the alternatives available

to it and would only enter into an agreement with a third party that did not execute a waiver if management believed that such third party’s

engagement would be significantly more beneficial to us than any alternative.

In addition, 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.

KVC Sponsor LLC has agreed

that, if we liquidate the trust account prior to the consummation of a business combination, it will be liable to pay debts and obligations

to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to

us in excess of the net proceeds of the Initial Public Offering not held in the trust account, but only to the extent necessary to ensure

that such debts or obligations do not reduce the amounts in the trust account and only if such parties have not executed a waiver agreement.

However, we cannot assure you that it will be able to satisfy those obligations if it is required to do so.

Accordingly, the actual per-share

redemption price could be less than $10.125 due to claims of creditors.

Additionally, if we are forced to file a bankruptcy case or an

involuntary bankruptcy case is filed against us which 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, we cannot assure you we will be able to return to our

public shareholders at least $10.125 per share.

Potential acquisition of a China-based company

Statements and regulatory actions by the Chinese

Our efforts to identify a

prospective target business is not limited to a particular industry or geographic location and we may acquire a company based in, or with

the majority of its operations in, any country, including China.

If we choose to acquire a China-based company, we may be subject to risks

associated with conducting business in China, including being subject to various risks related to PRC laws and regulations, which are

sometimes vague and uncertain.

To the extent that the Chinese government intervenes or influences our operations post-business combination

at any time or exerts more control over offerings conducted overseas by, and foreign investment in, China-based issuers, the operations

of the post-combination entity and/or the value of our securities may be materially affected.

Additionally, any governmental and regulatory

interference 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.

However, we will not undertake our initial business combination

with any PRC entity with a variable interest entity, or VIE, structure.

Limitations imposed by the Chinese government

on overseas listing and share issuances (post-business combination)

If we choose to complete our

business combination with a China-based company, we may be required to obtain approval from Chinese authorities, including CSRC or CAC,

to continue to list on U.S.

exchanges or issue securities to foreign investors post business combination.

Post-business

combination, we could be subject to regulations by various political and regulatory entities, including various local and municipal agencies

and government sub-divisions, and these regulations may be interpreted and applied inconsistently by different agencies or authorities.

approval is required 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.

Post-business combination,

we could be subject to regulations by various political and regulatory entities, including various local and municipal agencies and government

sub-divisions, and these regulations may be interpreted and applied inconsistently by different agencies or authorities.

If approval is required in

the future and were denied permission from Chinese authorities to list on U.S.

exchanges, we will not be able to continue listing

exchanges, which would materially affect the interest of the investors.

It is uncertain when and

whether the post-combination entity will be required to obtain permission from the PRC government to continue to list on U.S.

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 central or local government and have not received any denial to list on a U.S.

our operations may be adversely affected in the future, directly or indirectly, by existing or future laws and regulations relating to

our target’s business or industry.

after completion of a business combination with a China-based company, it is determined that permission for our continued listing should

have been received, or if received, is later rescinded, we may incur increased costs necessary to obtain such permission or to comply

with existing and newly adopted laws and regulations or penalties for any failure to comply, and such compliance or any associated inquiries

or investigations or any other government actions may:

or impede our development;

in negative publicity or increase the company’s operating costs;

significant management time and attention;

the post-combination entity to remedies, administrative penalties and even criminal liabilities

that may harm our business, including fines assessed for our current or historical operations,

or demands or orders that we modify or even cease our business practices.

the promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or

otherwise may unfavorably impact the ability or way the post-combination entity may conduct its business and could require it to change

certain aspects of its business to ensure compliance, which could decrease demand for its products or services, reduce revenues, increase

costs, require us to obtain more licenses, permits, approvals or certificates, or subject it to additional liabilities.

post-combination entity’s operations could be adversely affected, directly or indirectly, by existing or future PRC laws and regulations

relating to its business or industry, which could result in a material adverse change in the value of our securities, potentially rendering

it worthless.

As a result, both you and we face uncertainty about future actions by the PRC government that could significantly affect

our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be

a more detailed discussion of the uncertainties relating to business combination with a China-based company, see “Risk Factors — Risks

Relating to Acquiring a Company with Operations in China.”

Enforceability

of Civil Liability

are a company incorporated under the laws of the BVI and therefore, located and administered

from outside of the United States.

The proceeds we received from the IPO are held in

Dollars and deposited in a trust account in the United States maintained by

Continental Stock Transfer & Trust Company, as trustee.

The trust account is governed

by an Investment Management Trust Agreement between us and Continental Stock Transfer &

Trust Company.

corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same

may be supplemented or amended from time to time) or the common law of the BVI.

The rights of shareholders to act against the directors,

actions by minority shareholders and the fiduciary responsibilities of our directors to us under BVI law are to a large extent governed

by the Companies Act and common law of the BVI.

The common law of the BVI is derived in part from comparatively limited judicial

precedent in the BVI as well as from English common law, and whilst the decisions of the English courts are of persuasive authority,

they are not binding on a court in the BVI.

The rights of our shareholders and the fiduciary responsibilities of our directors under

BVI laws are different from statutes or judicial precedent in some jurisdictions in the United States.

In particular, the BVI has

a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed

and judicially interpreted bodies of corporate law.

In addition, while statutory provisions do exist in BVI law for derivative actions

to be brought in certain circumstances, shareholders in the BVI companies may not have stood to initiate a shareholder derivative action

in a federal court of the United States.

The circumstances in which any such action may be brought, and the procedures and defenses

that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than

those of shareholders of a company organized in the United States Accordingly, shareholders may have fewer alternatives available

to them if they believe that corporate wrongdoing has occurred.

BVI law, the directors owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good

faith and with a view to what the directors believe are our best interests.

When exercising powers or performing duties as a director,

the director is required to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking

into account, without limitation, the nature of the company, the nature of the decision and the position of the director and the nature

of the responsibilities undertaken by him.

In exercising the powers of a director, the directors must exercise their powers for a proper

purpose and shall not act or agree to the company acting in a manner that contravenes our amended and restated memorandum and articles

of association or the Companies Act.

certain limited circumstances, a shareholder has the right to seek various remedies against the company in the event the directors are

in breach of their duties under the Companies Act.

Pursuant to Section 184B of the Companies Act, if a company or director of a

company engages in, proposes to engage in or has engaged in, conduct that contravenes the provisions of the Companies Act or the memorandum

or articles of association of the company, the courts of the BVI may, on application of a shareholder or director of the company, make

an order directing the company or director to comply with, or restraining the company or director from engaging in conduct that contravenes

the Companies Act or the memorandum or articles.

Furthermore, pursuant to section 184I(1) of the Companies Act a shareholder of

a company who considers that the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any acts

of the company have been, or are likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may

apply to the courts of the BVI for an order which, inter alia, can require the company or any other person to pay compensation to the

shareholders.

we are deemed insolvent for the purposes of the Insolvency Act (i.e., (1) it fails to comply with the requirements of a statutory

demand that has not been set aside under section 157 of the Insolvency Act;

(2) the execution or other process issued on a judgment,

decree or order of a BVI Court in favor of a creditor of the company is returned wholly or partly unsatisfied;

or (3) either the

value of the company’s liabilities exceeds its assets, or the company is unable to pay its debts as they fall due), there are very

limited circumstances where prior payments made to shareholders or other parties may be deemed to be a “voidable transaction”

for the purposes of the Insolvency Act.

A voidable transaction would include, for these purposes, payments made as “unfair preferences”

or “transactions at an undervalue.” A liquidator appointed over an insolvent company who considers that a particular transaction

or payment is a voidable transaction under the Insolvency Act could apply to the BVI Courts for an order setting aside that payment or

transaction in whole or in part.

have been advised by our BVI legal counsel that the courts of the BVI are unlikely:

recognize or enforce against us judgments of courts of the United States based on certain

civil liability provisions of U.S.

securities laws where that liability is in respect

of penalties, taxes, fines or similar fiscal or revenue obligations of the company;

impose liabilities against us, in original actions brought in the BVI, based on certain civil

liability provisions of U.S.

It is uncertain when and whether the post-combination

entity will be required to obtain permission from the PRC government to continue 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 central or local government and have not received any denial to list on a U.S.

exchange, our operations may be

adversely affected in the future, directly or indirectly, by existing or future laws and regulations relating to our target’s business

If after completion of a business

combination with a China-based company, it is determined that permission for our continued listing should have been received, or if received,

is later rescinded, we may incur increased costs necessary to obtain such permission or to comply with existing and newly adopted laws

and regulations or penalties for any failure to comply, and such compliance or any associated inquiries or investigations or any other

government actions may:

delay or impede our development;

result in negative publicity or increase the company’s operating costs;

require significant management time and attention;

subject the post-combination entity to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

Further, the promulgation

of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise may unfavorably

impact the ability or way the post-combination entity may conduct its business and could require it to change certain aspects of its business

to ensure compliance, which could decrease demand for its products or services, reduce revenues, increase costs, require us to obtain

more licenses, permits, approvals or certificates, or subject it to additional liabilities.

As such, the post-combination entity’s

operations could be adversely affected, directly or indirectly, by existing or future PRC laws and regulations relating to its business

or industry, which could result in a material adverse change in the value of our securities, potentially rendering it worthless.

result, both you and we face uncertainty about future actions by the PRC government that could significantly affect our ability to offer

or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

For a more detailed discussion

of the uncertainties relating to business combination with a China-based company, see “Risk Factors — Risks Relating

to Acquiring a Company with Operations in China.”

Enforceability of Civil Liability

We are a company incorporated

under the laws of the BVI and therefore, located and administered from outside of the United States.

The proceeds we received from

the IPO are held in U.S.

Dollars and deposited in a trust account in the United States maintained by Continental Stock Transfer

& Trust Company, as trustee.

The trust account is governed by an Investment Management Trust Agreement between us and Continental

Stock Transfer & Trust Company.

Our corporate affairs will

be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or

amended from time to time) or the common law of the BVI.

The rights of shareholders to act against the directors, actions by minority

shareholders and the fiduciary responsibilities of our directors to us under BVI law are to a large extent governed by the Companies Act

and common law of the BVI.

The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI

as well as from English common law, and whilst the decisions of the English courts are of persuasive authority, they are not binding on

a court in the BVI.

The rights of our shareholders and the fiduciary responsibilities of our directors under BVI laws are different

from statutes or judicial precedent in some jurisdictions in the United States.

In particular, the BVI has a less developed body

of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially

interpreted bodies of corporate law.

In addition, while statutory provisions do exist in BVI law for derivative actions to be brought

in certain circumstances, shareholders in the BVI companies may not have stood to initiate a shareholder derivative action in a federal

court of the United States.

The circumstances in which any such action may be brought, and the procedures and defenses that may be

available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders

of a company organized in the United States Accordingly, shareholders may have fewer alternatives available to them if they believe

that corporate wrongdoing has occurred.

Under BVI law, the directors

owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good faith and with a view to

what the directors believe are our best interests.

When exercising powers or performing duties as a director, the director is required

to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without

limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities

undertaken by him.

In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not

act or agree to the company acting in a manner that contravenes our amended and restated memorandum and articles of association or the

Companies Act.

In certain limited circumstances,

a shareholder has the right to seek various remedies against the company in the event the directors are in breach of their duties under

the Companies Act.

Pursuant to Section 184B of the Companies Act, if a company or director of a company engages in, proposes to engage

in or has engaged in, conduct that contravenes the provisions of the Companies Act or the memorandum or articles of association of the

company, the courts of the BVI may, on application of a shareholder or director of the company, make an order directing the company or

director to comply with, or restraining the company or director from engaging in conduct that contravenes the Companies Act or the memorandum

Furthermore, pursuant to section 184I(1) of the Companies Act a shareholder of a company who considers that the affairs

of the company have been, are being or likely to be, conducted in a manner that is, or any acts of the company have been, or are likely

to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the courts of the BVI for an

order which, inter alia, can require the company or any other person to pay compensation to the shareholders.

If we are deemed insolvent

for the purposes of the Insolvency Act (i.e., (1) it fails to comply with the requirements of a statutory demand that has not been

set aside under section 157 of the Insolvency Act;

(2) the execution or other process issued on a judgment, decree or order of a

BVI Court in favor of a creditor of the company is returned wholly or partly unsatisfied;

or (3) either the value of the company’s

liabilities exceeds its assets, or the company is unable to pay its debts as they fall due), there are very limited circumstances where

prior payments made to shareholders or other parties may be deemed to be a “voidable transaction” for the purposes of the

Insolvency Act.

A voidable transaction would include, for these purposes, payments made as “unfair preferences” or “transactions

at an undervalue.” A liquidator appointed over an insolvent company who considers that a particular transaction or payment is a

voidable transaction under the Insolvency Act could apply to the BVI Courts for an order setting aside that payment or transaction in

whole or in part.

We have been advised by our

BVI legal counsel that the courts of the BVI are unlikely:

to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S.

securities laws where that liability is in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;

to impose liabilities against us, in original actions brought in the BVI, based on certain civil liability provisions of U.S.

securities laws that are penal in nature.

courts of the BVI will not necessarily enter judgments in original actions brought in those courts predicated on U.S.

state securities laws.

Additionally, we have been advised by BVI Counsel that there is no statutory enforcement in the BVI of judgments

obtained in the United States;

however, the courts of the BVI will in certain circumstances recognize such a foreign judgment and

treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary

provided that:

court issuing the judgment had jurisdiction in the matter and the company either submitted to such

jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;

is final and for a liquidated sum;

The courts of the BVI will

not necessarily enter judgments in original actions brought in those courts predicated on U.S.

federal or state securities laws.

Additionally, we have been advised by BVI Counsel that there is no statutory enforcement in the BVI of judgments obtained in the United States;

however, the courts of the BVI will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself

which may be sued upon as a debt at common law so that no retrial of the issues would be necessary provided that:

issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying

on business within such jurisdiction and was duly served with process;

judgment is final and for a liquidated sum;

(3) the judgment given by the U.S.

court was not in respect of penalties, taxes, fines or

similar fiscal or revenue obligations of the company;

(4) in obtaining judgment, there was no fraud on the part of the person in

whose favor judgment was given or on the part of the court;

(5) recognition or enforcement of the judgment would not be contrary

to public policy in the BVI;

and (6) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

appropriate circumstances, a BVI Court may give effect in the BVI to other kinds of final foreign judgments such as declaratory orders,

orders for performance of contracts and injunctions.

addition, many of our directors and officers are nationals or residents of Canada, mainland China, Hong Kong, Singapore, the United

Kingdom and all or a substantial portion of their assets are located in the aforementioned locations.

of the date of this annual report, four of our directors (Mr.

court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations

of the company;

(4) in obtaining judgment, there was no fraud on the part of the person in whose favor judgment was given or on the

part of the court;

(5) recognition or enforcement of the judgment would not be contrary to public policy in the BVI;

proceedings pursuant to which judgment was obtained were not contrary to natural justice.

In appropriate circumstances,

a BVI Court may give effect in the BVI to other kinds of final foreign judgments such as declaratory orders, orders for performance of

contracts and injunctions.

In addition, many of our directors

and officers are nationals or residents of Canada, mainland China, Hong Kong, Singapore, the United Kingdom and all or a substantial

portion of their assets are located in the aforementioned locations.

As of the date of this annual

report, four of our directors (Mr.

Kenneth Wong, Mr.

William Chu and Prof.

Peter Ding, William Chu and Prof.

Albert Yu) and one of our officers (Mr.

Kenneth Wong, our Chairman

and CEO) are residing in Hong Kong.

Further, it is uncertain whether any officers and directors

of the post-combination entity will be located inside the United States.

As a result, it

may be difficult, or in some cases impossible, for investors in the United States to enforce

their legal rights, to effect service of process upon those officers and directors located

outside the United States, or to enforce judgments of U.S.

courts seeking to impose civil

liabilities and criminal penalties on them under United States securities laws.

In particular,

the PRC does not have treaties providing for the reciprocal recognition and enforcement of

judgments of courts with the United States and many other countries and regions.

recognition and enforcement in the PRC of judgements of U.S.

courts in relation to any matter

not subject to a binding arbitration provision may be difficult or impossible.

judgment of a court in the United States predicated upon U.S.

federal or state securities laws may be enforced in Hong Kong at common

law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the

strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money

(not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (2) final and conclusive

on the merits of the claim, but not otherwise.

Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained

(b) the proceedings in which the judgment was obtained were opposed to natural justice;

would be contrary to the public policy of Hong Kong;

Wong, our Chairman and CEO) are residing in Hong Kong.

Further, it is uncertain whether any officers and directors of the post-combination

entity will be located inside the United States.

As a result, it may be difficult, or in some cases impossible, for investors in the United

States to enforce their legal rights, to effect service of process upon those officers and directors located outside the United States,

or to enforce judgments of U.S.

courts seeking to impose civil liabilities and criminal penalties on them under United States securities

In particular, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with

the United States and many other countries and regions.

Therefore, recognition and enforcement in the PRC of judgements of U.S.

in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

A judgment of a court in the

United States predicated upon U.S.

federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in

a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment,

provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges

to a foreign government taxing authority or a fine or other penalty) and (2) final and conclusive on the merits of the claim, but not

Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud;

(b) the proceedings in

which the judgment was obtained were opposed to natural justice;

of Hong Kong;

(d) the court of the United States was not jurisdictionally competent;

judgment was in conflict with a prior Hong Kong judgment.

Kong has no arrangement for the reciprocal enforcement of judgments with the United States.

As a result, there is uncertainty as to the

enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities

predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United

a result of all 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 U.S.

Operating and Investment Experience

believe that our executive officers possess the experience, skills and contacts necessary to source, evaluate, and execute an attractive

business combination.

See the section titled “Management” for complete information on the experience of our officers and

Notwithstanding the foregoing, our officers and directors are not required to commit their full time to our affairs and will

allocate their time to other businesses.

We presently expect each of our employees to devote such amount of time as they reasonably believe

is necessary to our business.

The past successes of our executive officers and directors do not guarantee that we will successfully consummate

an initial business combination.

more fully discussed in “Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination

opportunity that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, he

may be required to present such business combination opportunity to such entity, subject to his or her fiduciary duties under British

Virgin Islands law, prior to presenting such business combination opportunity to us.

Most of our officers and directors currently have

certain pre-existing fiduciary duties or contractual obligations.

Growth Company Status and Other Information

are an emerging growth company as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business

Startups Act of 2012 (which we refer to herein as the JOBS Act).

As such, we are eligible to 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 of 2002,

or 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 non-binding advisory vote on executive compensation and shareholder approval of any

golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a

less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition

period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply

to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth

anniversary of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion,

or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held

by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1 billion

in non-convertible debt during the prior three year period.

identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective

similar to ours.

Many of these entities are well established and have extensive experience identifying and effecting business combinations

directly or through affiliates.

Many of these competitors possess greater technical, human and other resources than us and our financial

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

While we believe there may be numerous

potential target businesses that we could acquire with the net proceeds of the Initial Public Offering, our ability to compete in acquiring

certain sizable target businesses may be limited by our available financial resources.

following also may not be viewed favorably by certain target businesses:

obligation to seek shareholder approval of a business combination or obtain the necessary

financial information to be sent to shareholders in connection with such business combination

may delay or prevent the completion of a transaction;

obligation to redeem public shares held by our public shareholders may reduce the resources

available to us for a business combination;

may require us to file a new listing application and meet its initial listing requirements

to maintain the listing of our securities following a business combination;

outstanding warrants and the potential future dilution they represent;

obligation to pay the deferred underwriting discounts and commissions to the underwriters

upon consummation of our initial business combination;

obligation to either repay or issue units upon conversion of up to $1,000,000 of working

capital loans that may be made to us by our initial shareholders, officers, directors or

their affiliates;

obligation to register the resale of the insider shares, as well as the private units (and

underlying securities) and any securities issued to our initial shareholders, officers, directors

or their affiliates upon conversion of working capital loans;

impact on the target business’ assets as a result of unknown liabilities under the

securities laws or otherwise depending on developments involving us prior to the consummation

of a business combination.

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

Our management believes,

however, that our status as a public entity and potential access to the U.S.

public equity markets may give us a competitive advantage

over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth potential

on favorable terms.

we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target

We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

currently have two officers, namely Mr.

or (e) the judgment was in conflict with a prior

Hong Kong judgment.

Hong Kong has no arrangement

for the reciprocal enforcement of judgments with the United States.

As a result, there is uncertainty as to the enforceability in Hong

Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon

the federal securities laws of the United States or the securities laws of any State or territory within the United States.

As a result of all 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 U.S.

Management Operating and Investment Experience

We believe that our executive

officers possess the experience, skills and contacts necessary to source, evaluate, and execute an attractive business combination.

the section titled “Management” for complete information on the experience of our officers and directors.

Notwithstanding

the foregoing, our officers and directors are not required to commit their full time to our affairs and will allocate their time to other

We presently expect each of our employees to devote such amount of time as they reasonably believe is necessary to our business.

The past successes of our executive officers and directors do not guarantee that we will successfully consummate an initial business combination.

As more fully discussed in

“Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls

within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, he may be required to present

such business combination opportunity to such entity, subject to his or her fiduciary duties under British Virgin Islands law, prior to

presenting such business combination opportunity to us.

Most of our officers and directors currently have certain pre-existing fiduciary

duties or contractual obligations.

Emerging Growth Company Status and Other Information

We are an emerging growth

company as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012

(which we refer to herein as the JOBS Act).

As such, we are eligible to 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 of 2002, or 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 non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market

for our securities and the prices of our securities may be more volatile.

In addition, Section 107

of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of

the Securities Act for complying with new or revised accounting standards.

In other words, an emerging growth company can delay the adoption

of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits

of this extended transition period.

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion

of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which

we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds

$700 million as of the prior June 30, and (2) the date on which we have issued more than $1 billion in non-convertible

debt during the prior three year period.

In identifying, evaluating

and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours.

Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or

through affiliates.

Many of these competitors possess greater technical, human and other resources than us and our financial resources

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

While we believe there may be numerous potential target

businesses that we could acquire with the net proceeds of the Initial Public Offering, our ability to compete in acquiring certain sizable

target businesses may be limited by our available financial resources.

The following also may not

be viewed favorably by certain target businesses:

our obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders in connection with such business combination may delay or prevent the completion of a transaction;

our obligation to redeem public shares held by our public shareholders may reduce the resources available to us for a business combination;

Nasdaq may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities following a business combination;

our outstanding warrants and the potential future dilution they represent;

our obligation to pay the deferred underwriting discounts and commissions to the underwriters upon consummation of our initial business combination;

our obligation to either repay or issue units upon conversion of up to $1,000,000 of working capital loans that may be made to us by our initial shareholders, officers, directors or their affiliates;

our obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any securities issued to our initial shareholders, officers, directors or their affiliates upon conversion of working capital loans;

the impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business combination.

Any of these factors may place

us at a competitive disadvantage in successfully negotiating a business combination.

Our management believes, however, that our status

as a public entity and potential access to the U.S.

public equity markets may give us a competitive advantage over privately-held entities

having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms.

If we succeed in effecting

a business combination, there will be, in all likelihood, intense competition from competitors of the target business.

We cannot assure

you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

We currently have two officers,

Kenneth Wong, our CEO, and Mr.

Alex Davidkhanian, our CFO.

They are not obligated to devote any

specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs.

The amount of time

they will devote in any time period will vary based on whether a target business has been selected for the business combination and the

stage of the business combination process the company is in.

Accordingly, once management locates a suitable target business to acquire,

they will spend more time investigating such target business and negotiating and processing the business combination (and consequently

spend more time to our affairs) than they would prior to locating a suitable target business.

We presently expect our executive officers

to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week

while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target

business for a business combination).

We do not intend to have any full-time employees prior to the consummation of a business combination.

a smaller reporting company, we are not required to make disclosures under this Item.

They are not obligated to devote any specific number of hours to

our matters and intend to devote only as much time as they deem necessary to our affairs.

The amount of time they will devote in any time

period will vary based on whether a target business has been selected for the business combination and the stage of the business combination

process the company is in.

Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating

such target business and negotiating and processing the business combination (and consequently spend more time to our affairs) than they

would prior to locating a suitable target business.

We presently expect our executive officers to devote such amount of time as they reasonably

believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target

business to a majority of their time as we move into serious negotiations with a target business for a business combination).

intend to have any full-time employees prior to the consummation of a business combination.

As a smaller reporting company,

we are not required to make disclosures under this Item.

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

What changed 10-K

Item 1. Business