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Item 1A. Risk Factors

2022-03-25 compared with 2021-03-30 · 2513 added, 1787 removed, 92 unchanged (98% of the section changed)

An investment in our securities involves a high

degree of risk.

You should consider carefully all of the risks described below, together with the other information contained in this

prospectus, before making a decision to invest in our units.

If any of the following events occur, our business, financial condition

and operating results may be materially adversely affected.

In that event, the trading price of our securities could decline, and you

could lose all or part of your investment.

General Risks Factors in Investing in a SPAC

Entity and Completing a Business Combination

We are an early stage company with no operating

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

We are an early stage company established under

the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through our IPO.

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing

our business combination with one or more target businesses.

We have no plans, arrangements or understandings with any prospective target

business concerning a business combination and may be unable to complete our business combination.

If we fail to complete our business

combination, we will never generate any operating revenues.

Our public shareholders may not be afforded

an opportunity to vote on our proposed business combination, which means we may complete our business combination even though a majority

of our public shareholders do not support such a combination.

We may not hold a shareholder vote to approve

our business combination unless the business combination would require shareholder approval under applicable Cayman Islands law or the

rules of the NASDAQ or if we decide to hold a shareholder vote for business or other reasons.

Examples of transactions that would not

ordinarily require shareholder approval include asset acquisitions and share purchases, while transactions such as direct mergers with

our company or transactions where we issue more than 20% of our outstanding shares would require shareholder.

For instance, the NASDAQ

rules currently allow us to engage in a tender offer in lieu of a shareholder meeting but would still require us to obtain shareholder

approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination.

Therefore, if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would

seek shareholder approval of such business combination.

Except as required by law or NASDAQ rules, the decision as to whether we will

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

will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether

the terms of the transaction would otherwise require us to seek shareholder approval.

Accordingly, we may consummate our business combination

even if holders of a majority of the issued and outstanding ordinary shares do not approve of the business combination we consummate.

If we seek shareholder approval of our business

combination, our sponsor, officers and directors have agreed to vote in favor of such business combination, regardless of how our public

shareholders vote.

Unlike other blank check companies in which the

shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection

with an business combination, our sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant

to the terms of a letter agreement entered into with us, to vote any founder shares and private placement shares held by them, as well

as any public shares purchased during or after our IPO, in favor of our business combination.

We expect that our sponsor and its permitted

transferees will own approximately 21.7% of our issued and outstanding ordinary shares at the time of any such shareholder vote (assuming

it does not purchase units in our IPO, and taking into account ownership of the private placement units).

As a result, in addition to

our shareholder’s founder shares, we would need only 1,430,001, or approximately 35.8%, of the 4,000,000 public shares sold in

our IPO to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our business combination approved

(assuming the over-allotment option is not exercised).

Accordingly, if we seek shareholder approval of our business combination, it is

more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder

shares in accordance with the majority of the votes cast by our public shareholders.

Our sponsor has the right to extend the term

we have to consummate our business combination, without providing our stockholders with redemption rights.

We will have until 12 months from the closing

of our IPO to consummate our business combination.

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

within 12 months, we may, by resolution of our board of directors if requested by our sponsor, extend the period of time to consummate

a business combination up to nine (9) times, each by an additional one month (for a total of up to 21 months to complete a business combination),

subject to the deposit of additional funds into the trust account by our sponsor or its affiliates or designees as set out elsewhere

in this prospectus.

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

for the time available for us to consummate our business combination to be extended, our sponsors or their affiliates or designees must

deposit into the trust account.

Any such payments would be made in the form of

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

upon completion of our business combination.

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

price in our business combination, and/or may reduce the amount of funds available to the combined company following the business combination.

This feature is different than the traditional special purpose acquisition company structure, in which any extension of the company’s

period to complete a business combination requires a vote of the company’s stockholders and stockholders have the right to redeem

their public shares in connection with such vote, and which do not provide the sponsor with the right to loan funds to the company to

fund extension payments.

In order to extend the time frame, our sponsor (or its affiliates or designees) must deposit into the trust

account $133,333, or $153,333 if the underwriters’

over-allotment option is exercised in full (approximately $0.033 per public

share in either case) per month, up to an aggregate of $1,200,000 (or $1,380,000 if the underwriters’

over-allotment option is

exercised in full), or $0.30 per public share (representing the entire 9 months’

extension), on or prior to the date of the applicable

deadline, for each extension.

Your only opportunity to affect the investment

decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash,

unless we seek shareholder approval of the business combination.

At the time of your investment in us, you will

not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses.

Since our Board of Directors

may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to

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

Accordingly, if we do not seek shareholder approval, your

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

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

shareholders in which we describe our business combination.

The ability of our public shareholders to

redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make

it difficult for us to enter into a business combination with a target.

We may seek to enter into a business combination

transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount

If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as

a result, would not be able to proceed with the business combination.

Furthermore, in no event will we redeem our public shares in an

amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon

consummation of our business combination (so that we are not subject to the SEC’s “penny stock”

rules) or any greater

net tangible asset or cash requirement which may be contained in the agreement relating to our business combination.

Consequently, if

accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 upon consummation

of our business combination or such greater amount necessary to satisfy a closing condition as described above, we would not proceed

with such redemption and the related business combination and may instead search for an alternate business combination.

Prospective targets

will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

The ability of our public shareholders to

exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination

or optimize our capital structure.

At the time we enter into an agreement for our

business combination, we will not know how many shareholders may exercise their redemption rights, and therefore we will need to structure

the transaction based on our expectations as to the number of shares that will be submitted for redemption.

If our business combination

agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount

of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third

party financing.

In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure

the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing.

Raising additional

third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

The ability of our public shareholders to

exercise redemption rights with respect to a large number of our shares could increase the probability that our business combination

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

If our business combination agreement requires

us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,

the probability that our business combination would be unsuccessful is increased.

If our business combination is unsuccessful, you would

not receive your pro rata portion of the trust account until we liquidate the trust account.

If you are in need of immediate liquidity,

you could attempt to sell your shares in the open market;

however, at such time our shares may trade at a discount to the pro rata amount

per share in the trust account.

In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected

in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

The requirement that we complete our business

combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination

and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline,

which could undermine our ability to complete our business combination on terms that would produce value for our shareholders.

Any potential target business with which we enter

into negotiations concerning a business combination will be aware that we must complete our business combination within 12 months from

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

as described in more detail in this prospectus).

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

combination, knowing that if we do not complete our business combination with that particular target business, we may be unable to complete

our business combination with any target business.

This risk will increase as we get closer to the

timeframe described above.

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

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

We may not be able to complete our business

combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we

would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.10 per share, or less than such

amount in certain circumstances, and our rights and warrants will expire worthless.

Our sponsor, officers and directors have agreed

that we must complete our business combination within 12 months from the closing of our IPO (or up to 21 months from the closing of our

IPO if we extend the period of time to consummate a business combination, as described in more detail in this prospectus).

be able to find a suitable target business and complete our business combination within such time period.

If we have not completed our

business combination within such time period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable,

and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which

redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidation

distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to

the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such case, our public shareholders

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

In certain circumstances, our public shareholders

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

If third parties bring claims against us, the proceeds held

in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share”

and other risk factors herein.

Our search for a business combination, and

any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19

outbreak and the status of debt and equity markets.

In December 2019, a novel strain of coronavirus

was reported to have surfaced, which has and is continuing to spread throughout the world.

On January 30, 2020, the World Health Organization

declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.”

On January 31, 2020, U.S.

and Human Services Secretary Alex M.

Azar II declared a public health emergency for the United States to aid the U.S.

healthcare community

in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.”

The COVID-19 outbreak has resulted in a widespread health crisis that has adversely affected economies and financial markets worldwide,

business operations and the conduct of commerce generally, and the business of any potential target business with which we consummate

a business combination could be, or may already have been, materially and adversely affected.

Furthermore, we may be unable to complete

a business combination if concerns relating to COVID-19 continue to restrict travel or limit the ability to have meetings with potential

investors, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction

in a timely manner.

The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which

are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the

actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters of global concern

continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with

which we ultimately consummate a business combination, may be materially adversely affected.

In addition, our ability to consummate a transaction

may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a

result of increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable

to us or at all.

Our sponsor may decide not to extend the term

we have to consummate our business combination, in which case we would cease all operations except for the purpose of winding up and

we would redeem our public shares and liquidate, and the warrants and rights will be worthless.

We will have until 12 months from the closing

of our IPO to consummate our business combination.

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

within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business

combination up to nine times, each by an additional one month (for a total of up to 21 months to complete a business combination), subject

to the sponsor depositing additional funds into the trust account as set out below.

In order for the time available for us to consummate

our business combination to be extended, our sponsor or its affiliates or designees must deposit into the trust account $133,333, or

$153,333 if the underwriters’

over-allotment option is exercised in full (approximately $0.033 per public share in either case),

up to an aggregate of $1,200,000 (or $1,380,000 if the underwriters’

over-allotment option is exercised in full), or $0.30 per

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

Any such payments would be made in the form of

a loan made from our sponsor or its affiliates or designees to us.

The terms of any such loans have not yet been negotiated other than

that any such loan would be interest free and not be repaid unless we consummate a business combination.

Consequently, such loans might

not be made on the terms described in this prospectus.

Our sponsor and its affiliates or designees are not obligated to fund the trust

account to extend the time for us to complete our business combination.

If we are unable to consummate our business combination within

the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public

shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption,

subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our

obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such event,

the warrants and rights will be worthless.

If we seek shareholder approval of our business

combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public shareholders, which

may influence a vote on a proposed business combination and reduce the public “float”

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

However, below is a partial list of material

risks, uncertainties and other factors that could have a material effect on the Company and its operations.

in our securities involves a high degree of risk.

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

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

If any of the following events occur, our business,

financial condition and operating results may be materially adversely affected.

In that event, the trading price of our securities could

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

For risk factors related to the Business Combination, see the Registration

Statement on Form S-4 filed by the Company on June 29, 2021, and as subsequently amended.

Factor Summary

are an early stage company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve

our business objective.

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

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

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

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

we seek shareholder approval of our business combination, our sponsor, officers and directors have agreed to vote in favor of such business

combination, regardless of how our public shareholders’ vote.

ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business

combination targets, which may make it difficult for us to enter into a business combination with a target.

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

the most desirable business combination or optimize our capital structure.

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

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

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

would produce value for our shareholders.

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

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

may only be able to complete one business combination with the proceeds of our IPO and the sale of the Private Units, which

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

This lack of diversification

may negatively impact our operations and profitability.

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

purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float”

of our ordinary shares.

If we seek shareholder approval of our business

combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our sponsor,

directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either

prior to or following the completion of our business combination, although they are under no obligation to do so.

Such a purchase may

include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial

owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our sponsor, directors, officers, advisors

or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise

their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to

redeem its shares in connection with our business combination.

The purpose of such purchases could be to vote such shares in favor of

the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy

a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing

of our business combination, where it appears that such requirement would otherwise not be met.

This may result in the completion of

our business combination that may not otherwise have been possible.

In addition, if such purchases are made, the

public “float”

of our ordinary shares and the number of beneficial holders of our securities may be reduced, possibly making

it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If a shareholder fails to receive notice of

our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering

its shares, such shares may not be redeemed.

We will comply with the tender offer rules or

proxy rules, as applicable, when conducting redemptions in connection with our business combination.

Despite our compliance with these

rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of

the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials, as applicable, that we will furnish

to holders of our public shares in connection with our business combination will describe the various procedures that must be complied

with in order to validly tender or redeem public shares.

In the event that a shareholder fails to comply with these procedures, its shares

may not be redeemed.

You will not have any rights or interests

in funds from the trust account, except under certain limited circumstances.

To liquidate your investment, therefore, you may be forced

to sell your public shares, rights or warrants, potentially at a loss.

Our public shareholders will be entitled to receive

funds from the trust account only upon the earlier to occur of:

(i) the completion of our business combination, (ii) the redemption of

any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of

association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our business

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

to consummate a business combination, as described in more detail in this prospectus) or (B) with respect to any other provision relating

to shareholders’

rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable

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

we extend the period of time to consummate a business combination, as described in more detail in this prospectus), subject to applicable

law and as further described herein.

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

trust account.

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

NASDAQ may delist our securities from trading

on its exchange, which could limit investors’

ability to make transactions in our securities and subject us to additional trading

restrictions or reduce protections under NASDAQ rules available to them.

Our units are listed on the NASDAQ and we intend

to split the units and have our ordinary shares, rights and warrants listed on or promptly after their date of separation.

We cannot guarantee

that our securities will be approved for listing on NASDAQ.

Although after giving effect to our IPO we expect to meet, on a pro forma

basis, the minimum listing standards set forth in the NASDAQ listing standards, we cannot assure you that our securities will be, or will

continue to be, listed on NASDAQ in the future or prior to our business combination.

In order to continue listing our securities on NASDAQ

prior to our business combination, we must maintain certain financial, distribution and stock price levels.

Generally, we must maintain

a minimum amount in shareholders’

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

public holders).

Additionally, following closing of our business combination, we will be required to demonstrate compliance with NASDAQ’s

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

continue to maintain the listing of our securities on NASDAQ.

For instance, after closing, our stock price would generally be required

to be at least $4.00 per share, our shareholders’

equity would generally be required to be at least $5.0 million and we would be

required to have a minimum of 300 round lot holders of our securities.

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

requirements at that time.

If NASDAQ delists our securities prior to closing

of any business combination, we and our investors could be subject to the following adverse consequences:

a limited availability of market quotations for our securities;

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

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

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

To liquidate your

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

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

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

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

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

complete our business combination.

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

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

To liquidate your

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

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

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

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

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

the PRC government finds that the agreements that establish the structure for operating business in China do not comply with PRC regulations

relating to the relevant industries, or if these regulations or their interpretation change in the future, we could be subject to severe

penalties or be forced to relinquish our interests in those operations.

● Substantial

uncertainties exist with respect to the enactment timetable, interpretation and implementation of PRC Foreign Investment Law and how

it may impact the viability of VIYI’s current corporate structure, corporate governance and business operations.

PRC government exerts substantial influence over the manner in which companies, including VIEs, must conduct their business activities.

If in the future our business combination target was required to obtain approval from Chinese authorities to list on U.S.

we may not be able to continue listing on U.S.

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

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

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

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

auditors who are not inspected by the PCAOB.

current business combination target and the VIEs are subject to extensive and evolving legal system in the PRC, non-compliance with which,

or changes in which, may materially and adversely affect their business and prospects, and may result in a material change in their operations

and/or the value of their ordinary shares or could significantly limit or completely hinder our ability to offer or continue to offer

securities to investors and cause the value of our securities to significantly decline or be worthless.

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

are an early stage company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve

our business objective.

are an early stage company established under the laws of the Cayman Islands with no operating results.

Because we lack an operating history,

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

or more target businesses.

Although we have entered into an agreement for a business combination as described above, consummation of

the transactions contemplated by such agreements are subject to customary conditions of respective parties including the approval of

the Merger Agreement by our shareholders, and minimum net tangible assets immediately after the closing.

Accordingly, we may be unable

to complete our business combination.

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

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

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

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

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

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

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

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

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

as consideration in any business combination.

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

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

Except as required by law or NASDAQ

rules, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to

sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such

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

we may consummate our business combination even if holders of a majority of the issued and outstanding ordinary shares do not approve

of the business combination we consummate.

we seek shareholder approval of our business combination, our sponsor, officers and directors have agreed to vote in favor of such business

combination, regardless of how our public shareholders vote.

Unlike other blank check companies in which the shareholders agree

to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an business

combination, our sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a

letter agreement entered into with us, to vote any founder shares and private placement shares held by them, as well as any public shares

purchased during or after our IPO, in favor of our business combination.

We expect that our sponsor and its permitted transferees will

own approximately 22.7% of our issued and outstanding ordinary shares at the time of any such shareholder vote (taking into account ownership

of the Private Units).

As a result, in addition to our shareholder’s founder shares, we would need only 1,575,001, or

approximately 34.24%, of the 4,000,000 public shares sold in our IPO to be voted in favor of a transaction (assuming all outstanding shares

are voted) in order to have our business combination approved (assuming the over-allotment option is not exercised).

Accordingly, if we

seek shareholder approval of our business combination, it is more likely that the necessary shareholder approval will be received than

would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public

shareholders.

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

initially until 12 months from the closing of our IPO to consummate our business combination.

However, if we anticipate that we may

not be able to consummate our business combination within 12 months, we may, by resolution of our board of directors if requested by

our sponsor, extend the period of time to consummate a business combination up to nine (9) times, each by an additional one month

(for a total of up to 21 months to complete a business combination), subject to the deposit of additional funds into the trust

account by our sponsor or its affiliates or designees as set out elsewhere in this report.

On February 11, 2022, we elected to

extend the date by which we are required to complete a business combination to March 11, 2022 and deposited $153,333 into our trust

On March 11, 2022, we elected to further extend the date by which we are required to complete a business combination to

April 11, 2022 and deposited $153,333 into our trust account.

Our stockholders will not be entitled to vote or redeem their shares

in connection with any such extension.

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

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

such payments would be made in the form of a non-interest-bearing loan from our sponsor or its affiliates or designees and would be repaid,

if at all, from funds released to us upon completion of our business combination.

The obligation to repay any such loans may reduce the

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

company following the business combination.

This feature is different than the traditional special purpose acquisition company structure,

in which any extension of the company’s period to complete a business combination requires a vote of the company’s stockholders

and stockholders have the right to redeem their public shares in connection with such vote, and which do not provide the sponsor with

the right to loan funds to the company to fund extension payments.

In order to extend the time frame, our sponsor (or its affiliates

or designees) must deposit into the trust account $153,333 (approximately $0.033 per public share in either case) per month, up to an aggregate of $1,380,000, or $0.30 per public share (representing the entire 9 months’ extension), on or prior

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

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

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

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

target businesses.

Since our Board of Directors may complete a business combination without seeking shareholder approval, public shareholders

may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval.

Accordingly, if

we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination

may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in

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

ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business

combination targets, which may make it difficult for us to enter into a business combination with a target.

may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that

we have a minimum net worth or a certain amount of cash.

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

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

Furthermore, in

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

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

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

to our business combination.

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

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

as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate

business combination.

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

transaction with us.

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

the most desirable business combination or optimize our capital structure.

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

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

for redemption.

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

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

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

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

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

or arrange for third party financing.

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

of indebtedness at higher than desirable levels.

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

combination available to us or optimize our capital structure.

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

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

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

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

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

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

however, at such time our

shares may trade at a discount to the pro rata amount per share in the trust account.

In either situation, you may suffer a material

loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to

sell your shares in the open market.

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

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

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

would produce value for our shareholders.

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

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

period of time to consummate a business combination).

We have already extended the time period within which we must complete our initial

business combination on two occasions.

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

knowing that if we do not complete our business combination with that particular target business, we may be unable to complete our business

combination with any target business.

risk will increase as we get closer to the timeframe described above.

In addition, we may have limited time to conduct due diligence

and may enter into our business combination on terms that we would have rejected upon a more comprehensive investigation.

may not be able to complete our business combination within the prescribed time frame, in which case we would cease all operations except

for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive

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

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

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

We have already

extended the time period within which we must complete our initial business combination on two occasions.

We may not be able to find

a suitable target business and complete our business combination within such time period.

If we have not completed our business combination

within such time period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000

of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely

extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining

shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to

provide for claims of creditors and the requirements of other applicable law.

In such case, our public shareholders may only receive

$10.10 per share, and our rights and warrants will expire worthless.

In certain circumstances, our public shareholders may receive less

than $10.10 per share on the redemption of their shares.

If third parties bring claims against us, the proceeds held in the trust account

could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share” and other risk

factors herein.

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

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

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

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

Concern.” On January 31, 2020, U.S.

Health and Human Services Secretary Alex M.

Azar II declared a public health emergency for

the United States to aid the U.S.

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

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

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

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

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

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

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

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

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

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

If the disruptions

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

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

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

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

being unavailable on terms acceptable to us or at all.

sponsor may decide not to extend the term we have to consummate our business combination, in which case we would cease all operations

except for the purpose of winding up and we would redeem our public shares and liquidate, and the warrants and rights will be worthless.

We initially had until 12 months or up to 21 months if we elect to

extend the period of time from the closing of our IPO to consummate our business combination.

However, if we anticipate that we may not

be able to consummate our business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend

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

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

already extended the time period within which we must complete our initial business combination on two occasions.

In order for the time

available for us to consummate our business combination to be extended, our sponsor or its affiliates or designees must deposit into the

trust account $153,333 (approximately $0.033 per public

share in either case), up to an aggregate of $1,380,000, or $0.30 per public share, on or prior to the date of the applicable deadline, for each extension.

Any such payments would be made

in the form of a loan made from our sponsor or its affiliates or designees to us.

For the extensions that we have made, the loans are

interest free and will not be repaid unless and until we complete a business combination.

For the extensions that may be made in the future,

the final and definitive terms of the loan in connection with any such loans have not yet been negotiated, but any such loan would be

interest free and not repaid unless and until we complete a business combination.

Consequently, such loans might not be made on the terms

described in this report.

Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for

us to complete our business combination.

Our sponsor and its affiliates or designees may not be financially capable of further fund the

cash we need in order to make the extension.

If we are unable to consummate our business combination within the applicable time period,

we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion

of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our

remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands

law to provide for claims of creditors and the requirements of other applicable law.

In such event, the warrants and rights will be worthless.

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

purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float”

of our ordinary shares.

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

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

transactions or in the open market either prior to or following the completion of our business combination, although they are under no

obligation to do so.

Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder

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

In the event that

our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders

who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections

to redeem their shares.

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

would receive if it elected to redeem its shares in connection with our business combination.

The purpose of such purchases could be

to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the

business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or

a certain amount of cash at the closing of our business combination, where it appears that such requirement would otherwise not be met.

This may result in the completion of our business combination that may not otherwise have been possible.

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

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

a national securities exchange.

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

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

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

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

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

In addition, the tender offer documents or proxy materials, as applicable,

that we will furnish to holders of our public shares in connection with our business combination will describe the various procedures

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

In the event that a shareholder fails to comply with these

procedures, its shares may not be redeemed.

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

To liquidate your

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

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

(i) the completion of

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

amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of

our public shares if we do not complete our business combination within 12 months from the closing of our IPO (or up to 21 months from

the closing of our IPO if we extend the period of time to consummate a business combination) or (B) with respect to any other provision

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

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

our IPO if we extend the period of time to consummate a business combination), subject to applicable law and as further described herein.

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

Accordingly, to liquidate

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

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

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

units, ordinary shares, rights and warrants are listed on the NASDAQ.

We cannot guarantee that our securities will remain listed on NASDAQ for any specific period of time.

Although after giving

effect to our IPO we expect to meet, on a pro forma basis, the minimum listing standards set forth in the NASDAQ listing standards, we

cannot assure you that our securities will continue to be, listed on NASDAQ in the future or prior to our business combination.

In order to continue listing our securities on NASDAQ prior to our business combination, we must maintain certain financial, distribution

and stock price levels.

Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum

number of holders of our securities (generally 300 public holders).

Additionally, following closing of our business combination, we will

be required to demonstrate compliance with NASDAQ’s listing requirements on a post-closing basis, which are more rigorous than

NASDAQ’s continued listing requirements, in order to continue to maintain the listing of our securities on NASDAQ.

For instance,

after closing, our stock price would generally be required to be at least $4.00 per share, our shareholders’ equity would generally

be required to be at least $5.0 million and we would be required to have a minimum of 300 round lot holders of our securities.

assure you that we will be able to meet those listing requirements at that time.

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

consequences:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our ordinary shares is a “penny stock”

which will require brokers trading in our ordinary shares to adhere

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

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

1 unchanged sentence

assets held in trust.

If NASDAQ delists our securities from trading

on its exchange following the closing of our business combination and we are not able to list our securities on another national securities

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

If this were to occur, we and our investors could face

significant material adverse consequences, including:

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

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

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

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our ordinary shares is a “penny stock”

which will require brokers trading in our ordinary shares to adhere

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

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

1 unchanged sentence

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

The National Securities Markets Improvement Act

of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred

to as “covered securities.”

Because we expect that our units and eventually our ordinary shares, rights and warrants will

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

Although the states are preempted from

regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of

fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check

companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these

powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were

no longer listed on NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state in which

we offer our securities, including in connection with our business combination.

You will not be entitled to protections normally

afforded to investors of many other blank check companies.

Since the net proceeds of our IPO and the sale

of the private placement units are intended to be used to complete an business combination with a target business that has not been identified,

we may be deemed to be a “blank check”

company under the United States securities laws.

However, because we will have net

tangible assets in excess of $5,000,000 upon the successful completion of our IPO and the sale of the private placement units and will

file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by

the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors will not be afforded the benefits or

protections of those rules.

Among other things, this means our units will be immediately tradable and we may have a longer period of

time to complete our business combination than do companies subject to Rule 419.

Moreover, if our IPO were subject to Rule 419, that

rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust

account were released to us in connection with our completion of an business combination.

If we seek shareholder approval of our business

combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”

of shareholders

are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our

ordinary shares.

If we seek shareholder approval of our business

combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended

and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange

Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our IPO,

which we refer to as the “Excess Shares.”

However, we would not be restricting our shareholders’

ability to vote all

of their shares (including Excess Shares) for or against our business combination.

Your inability to redeem the Excess Shares will reduce

your influence over our ability to complete our business combination and you could suffer a material loss on your investment in us if

you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect to the Excess

Shares if we complete our business combination.

And as a result, you will continue to hold that number of shares exceeding 15% and, in

order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

If we are unable to complete our business

combination, our public shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on our redemption,

and our rights and warrants will expire worthless.

We expect to encounter intense competition from

other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),

other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,

acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess greater technical,

human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted

with those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire with the

net proceeds of our IPO and the sale of the private placement units, our ability to compete with respect to the acquisition of certain

target businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others

an advantage in pursuing the acquisition of certain target businesses.

Furthermore, if we are obligated to pay cash for the ordinary

shares redeemed and, in the event we seek shareholder approval of our business combination, we make purchases of our ordinary shares,

potentially reducing the resources available to us for our business combination.

Any of these obligations may place us at a competitive

disadvantage in successfully negotiating a business combination.

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

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

and warrants will expire worthless.

In certain circumstances, our public shareholders may receive less than $10.10 per share on the redemption

of their shares.

If the net proceeds of our IPO not being held

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

our IPO if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), we may

be unable to complete our business combination.

The funds available to us outside of the trust

account may not be sufficient to allow us to operate for at least the next 12 months (or up to 21 months from the closing of our IPO

if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), assuming that

our business combination is not completed during that time.

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

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

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

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

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

sale of covered securities in a particular case.

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

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

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

in their states.

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

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

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

the net proceeds of our IPO and the sale of the Private Units are intended to be used to complete an business combination with

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

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

of the Private Units and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact,

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

Accordingly, investors

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

Among other things, this means our units will be immediately tradable

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

Moreover, if our

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

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

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

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

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

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

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

together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate

of 15% of the shares sold in our IPO, which we refer to as the “Excess Shares.” However, we would not be restricting our

shareholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.

Your inability

to redeem the Excess Shares will reduce your influence over our ability to complete our business combination and you could suffer a material

loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions

with respect to the Excess Shares if we complete our business combination.

And as a result, you will continue to hold that number of

shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially

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

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

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

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

for the types of businesses we intend to acquire.

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

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

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

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

While we believe there are numerous target

businesses we could potentially acquire with the net proceeds of our IPO and the sale of the Private Units, our ability to

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

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

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

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

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

If we are unable to complete

our business combination, our public shareholders may receive only approximately $10.10 per share (or less in certain circumstances)

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

In certain circumstances, our public shareholders

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

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

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

to complete our business combination.

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

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

combination is not completed during that time.

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

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

unaffiliated parties necessary to fund our expenses.

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

to continue as a going concern at such time.

We believe that, upon the closing of our IPO,

the funds available to us outside of the trust account, will be sufficient to allow us to operate for at least the next 12 months (or

up to 21 months from the closing of our IPO if we extend the period of time to consummate a business combination, as described in more

detail in this prospectus);

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

parties necessary to fund our expenses.

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

as a going concern at such time.

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

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

a business combination);

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

Of the funds available to us, we could use a

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

We could also use

a portion of the funds as a down payment or to fund a “no-shop”

provision (a provision in letters of intent designed to keep

target businesses from “shopping”

around for transactions with other companies on terms more favorable to such target businesses)

Of the funds available to us, we could use a portion

of the funds available to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion

of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target

businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses)

with respect to a particular proposed business combination, although we do not have any current intention to do so.

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

amount received by shareholders may be less than $10.10 per share”

and other risk factors herein.

If the net proceeds of our IPO and the sale

of the private placement units not being held in the trust account are insufficient, it could limit the amount available to fund our

search for a target business or businesses and complete our business combination and we will depend on loans from our sponsor or management

team to fund our search, to pay our taxes and to complete our business combination.

Of the net proceeds of our IPO and the sale of

the private placement units and after payment of estimated offering expenses, only approximately $550,000 is available to us initially

outside the trust account to fund our working capital requirements.

In the event that our offering expenses exceed our estimate of $500,000,

we may fund such excess with funds not to be held in the trust account.

In such case, the amount of funds we intend to be held outside

the trust account would decrease by a corresponding amount.

Conversely, in the event that the offering expenses are less than our estimate

of $500,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

If we are required

to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be

forced to liquidate.

Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance

funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the trust account or from funds released

to us upon completion of our business combination.

If we are unable to complete our business combination because we do not have sufficient

funds available to us, we will be forced to cease operations and liquidate the trust account.

Consequently, our public shareholders may

only receive approximately $10.10 per share (or less in certain circumstances) on our redemption of our public shares, and our rights

and warrants will expire worthless.

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

will expire worthless.

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

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

amount received by shareholders may be less than $10.10 per share”

amount received by shareholders may be less than $10.10 per share” and other risk factors herein.

Our working capital position and the

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

doubt about our ability to continue as a going concern.

At December 31, 2021,

we had approximately $32,090 in cash.

We have incurred and we expect to continue to incur significant costs in pursuit of a business

Further, we need to consummate our business combination within 12 months (or up to 21 months from the closing of our

IPO if we extend the period of time to consummate a business combination) of the closing of our IPO, and it is uncertain that we

will be able to consummate a business combination within the applicable time period.

If a business combination is not consummated

within the applicable time period, we will commence a mandatory liquidation and subsequent dissolution.

These conditions raise

substantial doubt about our ability to continue as a going concern for a period of time within one year after the date of our financial

statements included in this report.

Our financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

the net proceeds of our IPO and the sale of the Private Units not being held in the trust account are insufficient, it could

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

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

the net proceeds of our IPO and the sale of the Private Units and after payment of estimated offering expenses, only approximately

$550,000 is available to us initially outside the trust account to fund our working capital requirements.

In the event that our offering

expenses exceed our estimate of $500,000, we may fund such excess with funds not to be held in the trust account.

In such case, the amount

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

Conversely, in the event that the offering

expenses are less than our estimate of $500,000, the amount of funds we intend to be held outside the trust account would increase by

a corresponding amount.

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

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

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

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

Any such advances would be repaid only from funds held

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

If we are unable to complete our

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

trust account.

Consequently, our public shareholders may only receive approximately $10.10 per share (or less in certain circumstances)

on our redemption of our public shares, and our rights and warrants will expire worthless.

In such case, our public shareholders may

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

In certain circumstances, our public shareholders may

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

If third parties bring claims against us, the proceeds held in

the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share”

and other risk factors herein.

Subsequent to the completion of our business

combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant

negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your

Even if we conduct extensive due diligence on

a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may be present

inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence,

or that factors outside of the target business and outside of our control will not later arise.

As a result of these factors, we may

be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result

in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known

risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be non-cash items

and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market

perceptions about us or our securities.

In addition, charges of this nature may cause us to violate net worth or other covenants to which

we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination

debt financing.

Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction

in the value of their shares.

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

If third parties bring claims against us,

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

$10.10 per share.

Our placing of funds in the trust account may

not protect those funds from third-party claims against us.

Although we will seek to have all vendors, service providers, prospective

target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim

of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such

agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including,

but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging

the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds

held in the trust account.

If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,

our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party

that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial

to us than any alternative.

Examples of possible instances where we may engage

a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills

are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases

where management is unable to find a service provider willing to execute a waiver.

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.

Upon redemption of our public shares, if we are unable to

complete our business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our

business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against

us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public shareholders could be less

than the $10.10 per share initially held in the trust account, due to claims of such creditors.

Our sponsor has agreed that it will be liable

to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with

which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.10 per

public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account

due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to

any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims

under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the

extent of any liability for such third party claims.

We have not independently verified whether our sponsor has sufficient funds to satisfy

their indemnity obligations and believe that our sponsor’s only assets are securities of our company.

Our sponsor may not have

sufficient funds available to satisfy those obligations.

We have not asked our sponsor to reserve for such obligations, and therefore,

no funds are currently set aside to cover any such obligations.

As a result, if any such claims were successfully made against the trust

account, the funds available for our business combination and redemptions could be reduced to less than $10.10 per public share.

event, we may not be able to complete our business combination, and you would receive such lesser amount per share in connection with

any redemption of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without

limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the

indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution

to our public shareholders.

In the event that the proceeds in the trust account

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

to the completion of our business combination, we may be required to take write-downs or write-offs, restructuring and impairment or

other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which

could cause you to lose some or all of your investment.

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

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

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

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

or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected

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

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

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

In addition, charges of this nature may cause us to violate

net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue

of our obtaining post-combination debt financing.

Accordingly, any shareholders who choose to remain shareholders following the business

combination could suffer a reduction in the value of their shares.

Such shareholders are unlikely to have a remedy for such reduction

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

by shareholders may be less than $10.10 per share.

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

Although we will seek to have all

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

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

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

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

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

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

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

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

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

be significantly more beneficial to us than any alternative.

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

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

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

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

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

Upon redemption

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

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

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

Accordingly, the per-share redemption amount

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

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

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

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

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

may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification

obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor

to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf

against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their

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

If our independent directors choose not to enforce these indemnification

obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.10

If, after we distribute the proceeds in the

trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that

is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having

breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive

If, after we distribute the proceeds in the trust

account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not

dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either

a “preferential transfer”

or a “fraudulent conveyance.”

As a result, a bankruptcy court could seek to recover

all amounts received by our shareholders.

In addition, our Board of Directors may be viewed as having breached its fiduciary duty to

our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders

from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the

trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that

is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share

amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust

account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not

dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy

estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims

deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation

may be reduced.

If we are deemed to be an investment company

under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,

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

If we are deemed to be an investment company

under the Investment Company Act, our activities may be restricted, including:

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

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

liabilities under the Securities Act.

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

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

We have not independently verified whether

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

of our company.

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

We have not asked our sponsor to reserve

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

As a result, if any such claims

were successfully made against the trust account, the funds available for our business combination and redemptions could be reduced to

less than $10.10 per public share.

In such event, we may not be able to complete our business combination, and you would receive such

lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors will indemnify us

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

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

the trust account available for distribution to our public shareholders.

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

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

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

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

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

While we currently expect that our independent directors

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

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

If our independent directors choose

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

may be reduced below $10.10 per share.

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

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

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

and us to claims of punitive damages.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

in connection with our liquidation may be reduced.

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

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

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

● restrictions

on the nature of our investments;

● restrictions

on the issuance of securities;

each of which may make it

difficult for us to complete our business combination.

In addition, we may have

imposed upon us burdensome requirements, including:

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

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

● registration

as an investment company;

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

We do not believe that our anticipated principal

activities will subject us to the Investment Company Act.

The proceeds held in the trust account may be invested by the trustee only

in United States government treasury bills with a maturity of 180 days or less or in money market funds investing solely in United States

Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

Because the investment of the proceeds will

be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under

the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory

burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination.

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

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

Changes in laws or regulations, or a failure

to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted

by national, regional and local governments.

In particular, we will be required to comply with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations

and their interpretation and application may also change from time to time and those changes could have a material adverse effect on

our business, investments and results of operations.

In addition, a failure to comply with applicable laws or regulations, as interpreted

and applied, could have a material adverse effect on our business and results of operations.

If we are unable to consummate our business

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

combination, as described in more detail in this prospectus) of the closing of our IPO, our public shareholders may be forced to wait

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

If we are unable to consummate our business combination

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

a business combination, as described in more detail in this prospectus), we will distribute the aggregate amount then on deposit in the

trust account (less the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption

and cease all operations except for the purposes of winding up of our affairs, as further described herein.

Any redemption of public

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

association prior to any voluntary winding up.

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

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

the applicable provisions of the Companies Act.

In that case, investors may be forced to wait beyond the 12 months (or up to 21 months)

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

the proceeds from our trust account.

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

unless we consummate our business combination prior thereto and only then in cases where investors have sought to redeem their ordinary

Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete

our business combination.

Our shareholders may be held liable for claims

by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation,

any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date

on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business.

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

Furthermore, our directors may be viewed as having breached

their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to

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

We cannot assure you that claims

will not be brought against us for these reasons.

We and our directors and officers who knowingly and willfully authorized or permitted

any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course

of business would be guilty of an offence and may be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman

We may not hold an annual meeting of shareholders

until after the consummation of our business combination.

In accordance with NASDAQ corporate governance

requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our

listing on NASDAQ.

In connection with completion of any business combination, we would expect to hold a special meeting of shareholders

to obtain consent of our shareholders.

Therefore we may complete a business combination without holding an annual meeting of shareholders.

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

Until we hold an annual

meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.

We are not registering the ordinary shares

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

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

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

We are not registering the ordinary shares issuable

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

However, under

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

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

to have declared effective, a registration statement covering such shares and maintain a current prospectus relating to the ordinary

shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant

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

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

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

If the shares issuable upon exercise of the warrants are

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

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

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

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

Notwithstanding the foregoing, if a registration statement covering

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

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

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

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

If that exemption, or another exemption,

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

We will use our best efforts to register or

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

In no event will we be required to net

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

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

If the issuance of

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

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

In such event, holders

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

included in the units.

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

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

unable to effect such registration or qualification.

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

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

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

The proceeds held in the trust

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

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

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

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

If we were deemed to be subject to the Investment Company

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

hinder our ability to complete a business combination.

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

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

and warrants will expire worthless.

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

of operations.

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

In particular, we will be required to comply

with certain SEC and other legal requirements.

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

time consuming and costly.

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

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

In addition, a failure to

comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results

of operations.

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

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

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

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

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

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

redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein.

Any redemption

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

articles of association prior to any voluntary winding up.

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

amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution

must comply with the applicable provisions of the Companies Act.

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

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

rata portion of the proceeds from our trust account.

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

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

their ordinary shares.

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

to complete our business combination.

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

of their shares.

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

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

due in the ordinary course of business.

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

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

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

of creditors.

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

We and our directors and officers who

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

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

and to imprisonment for five years in the Cayman Islands.

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

accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until no later than one year

after our first fiscal year end following our listing on NASDAQ.

In connection with completion of any business combination, we would

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

Therefore we may complete a business combination

without holding an annual meeting of shareholders.

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

or elect directors.

Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to discuss

company affairs with management.

have not registered the ordinary shares issuable upon exercise of the warrants sold in our IPO under the Securities Act or any state

securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding

such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

did not register the ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at

the time of completion of our IPO.

However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but

in no event later than 15 business days after the closing of our business combination, we will use our best efforts to file, and within

60 business days following our business combination to have declared effective, a registration statement covering such shares and maintain

a current prospectus relating to the ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in

accordance with the provisions of the warrant agreement.

We cannot assure you that we will be able to do so if, for example, any facts

or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial

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

If the shares issuable

upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants

on a cashless basis.

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

shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified

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

Notwithstanding the foregoing, if a registration

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

consummation of our business combination, warrant holders may, until such time as there is an effective registration statement and during

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

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

If that exemption, or

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

We will use our best efforts

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

In no event will we be

required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we

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

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

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

such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for

the ordinary shares included in the units.

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

if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue

sky laws or we are unable to effect such registration or qualification.

We will use our best efforts to register or qualify such shares

under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our IPO.

the event that we are not the surviving entity upon the consummation of our business combination, and there is no effective registration

statement for the offering of the shares underlying the rights, the rights may expire worthless .

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

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

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

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

of the business combination.

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

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

In the event that we are not the surviving

1 unchanged sentence

underlying the rights, the rights may expire worthless.

If we enter into a definitive agreement for a

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

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

share basis, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/10

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

More specifically,

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

the original rights certificates to us.

In the event that we are not the surviving entity upon the consummation of our business combination,

and there is no effective registration statement for the offering of the shares underlying the rights, the rights may expire worthless.

The grant of registration rights to our sponsor

and holders of our private placement units may make it more difficult to complete our business combination, and the future exercise of

such rights may adversely affect the market price of our ordinary shares.

Pursuant to an agreement to be entered into concurrently

with the issuance and sale of the securities in our IPO, our sponsor and its permitted transferees can demand that we register their

founder shares.

In addition, holders of our private placement units and their permitted transferees can demand that we register the private

placement units and their underlying securities, and holders of units that may be issued upon conversion of working capital loans, may

demand that we register such units and their underlying securities.

We will bear the cost of registering these securities.

The registration

and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market

price of our ordinary shares.

In addition, the existence of the registration rights may make our business combination more costly or

difficult to conclude.

This is because the shareholders of the target business may increase the equity stake they seek in the combined

entity or ask for more cash consideration to offset the negative impact on the market price of our ordinary shares that is expected when

the ordinary shares owned by our sponsor, holders of our private placement units or holders of our working capital loans or their respective

permitted transferees are registered.

Because we are not limited to a particular

industry or any specific target businesses with which to pursue our business combination, you will be unable to ascertain the merits

or risks of any particular target business’s operations.

We may seek to complete a business combination

with an operating company in any industry or sector.

However, we will not, under our amended and restated memorandum and articles of

association, be permitted to effectuate our business combination with another blank check company or similar company with nominal operations.

Because we have not yet identified or approached any specific target business with respect to a business combination, there is no basis

to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity,

financial condition or prospects.

To the extent we complete our business combination, we may be affected by numerous risks inherent in

the business operations with which we combine.

For example, if we combine with a financially unstable business or an entity lacking an

established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable

Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure

you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances

that those risks will adversely impact a target business.

We also cannot assure you that an investment in our units will ultimately prove

to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target.

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

grant of registration rights to our sponsor and holders of our Private Units may make it more difficult to complete our business

combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares.

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

transferees can demand that we register their founder shares.

In addition, holders of our Private Units and their permitted

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

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

the cost of registering these securities.

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

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

In addition, the existence of the registration

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

This is because the shareholders of the target business

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

market price of our ordinary shares that is expected when the ordinary shares owned by our sponsor, holders of our Private Units or holders of our working capital loans or their respective permitted transferees are registered.

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

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

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

However, we will not, under our amended

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

or similar company with nominal operations.

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

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

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

To the extent we complete our business combination, we

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

For example, if we combine with a financially

unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business

and operations of a financially unstable entity.

Although our officers and directors will endeavor to evaluate the risks inherent in

a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that

we will have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with

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

We also cannot assure you that

an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were

available, in a business combination target.

Accordingly, any shareholders who choose to remain shareholders following the business combination

could suffer a reduction in the value of their shares.

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

Past performance by our management team and

their respective affiliates may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses

associated with, our management team and their affiliates is presented for informational purposes only.

Past performance by our management

team, including their affiliates’

past performance, is not a guarantee either (i) of success with respect to any business combination

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

You should not rely on the

historical record of our management team and their affiliates as indicative of our future performance.

Additionally, in the course of

their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful.

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

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

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

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

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

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

were unsuccessful.

Except for Mr.

Liu, none of our officers or directors has had experience operating a blank check company in the past.

We may seek acquisition opportunities in industries

or sectors that may be outside of our management’s areas of expertise.

We will consider a business combination outside

of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate

offers an attractive acquisition opportunity for our company.

In the event we elect to pursue an acquisition outside of the areas of

our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and

the information contained in this prospectus regarding the areas of our management’s expertise would not be relevant to an understanding

of the business that we elect to acquire.

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

risk factors.

Accordingly, any shareholders who choose to remain shareholders following our business combination could suffer a reduction

in the value of their shares.

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

Although we have identified general criteria

and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our business combination

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

combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria

and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our business

combination will not have all of these positive attributes.

If we complete our business combination with a target that does not meet

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

general criteria and guidelines.

In addition, if we announce a prospective business combination with a target that does not meet our

general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for

us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash.

addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or

other legal reasons, it may be more difficult for us to attain shareholder approval of our business combination if the target business

does not meet our general criteria and guidelines.

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

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

We may seek acquisition opportunities with

a financially unstable business or an entity lacking an established record of revenue or earnings.

To the extent we complete our business combination

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

risks inherent in the operations of the business with which we combine.

These risks include volatile revenues or earnings and difficulties

in obtaining and retaining key personnel.

Although our officers and directors will endeavor to evaluate the risks inherent in a particular

target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate

time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control

or reduce the chances that those risks will adversely impact a target business.

We are not required to obtain an opinion from

an independent investment banking or from an independent accounting firm, and consequently, you may have no assurance from an independent

source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our business combination with

an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target business or businesses,

we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders

valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying

for a target is fair to our company from a financial point of view.

If no opinion is obtained, our shareholders will be relying on the

business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair

market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another.

Such standards

used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our business combination.

However, if our Board of Directors is unable to determine the fair value of an entity with which we seek to complete an business combination

based on such standards, we will be required to obtain an opinion as described above.

We may issue additional ordinary or preference

shares to complete our business combination or under an employee incentive plan after completion of our business combination.

issuances would dilute the interest of our shareholders and likely present other risks.

Our amended and restated memorandum and articles

of association will authorize the issuance of up to 50,000,000 ordinary shares, par value $0.001 per share.

Immediately after our IPO

and as of March 25, 2021, there were 41,055,500 authorized but unissued ordinary shares available for issuance, which amount

takes into account shares reserved for issuance upon exercise of outstanding warrants and conversion of outstanding rights.

We may issue a substantial number of additional

ordinary shares, and may issue preference shares, in order to complete our business combination or under an employee incentive plan after

completion of our business combination.

However, our amended and restated memorandum and articles of association will provide, among

other things, that prior to our business combination, we may not issue additional ordinary shares that would entitle the holders thereof

to (i) receive funds from the trust account or (ii) vote on any business combination.

The issuance of additional ordinary shares or preference

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

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

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

In the event we elect to pursue

an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable

to its evaluation or operation, and the information contained in this report regarding the areas of our management’s expertise

would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able to adequately

ascertain or assess all of the significant risk factors.

Accordingly, any shareholders who choose to remain shareholders following our

business combination could suffer a reduction in the value of their shares.

Such shareholders are unlikely to have a remedy for such

reduction in value.

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

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

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

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business

with which we enter into our business combination will not have all of these positive attributes.

If we complete our business combination

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

that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business combination with a target

that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which

may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain

amount of cash.

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

for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our business combination if the

target business does not meet our general criteria and guidelines.

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

shareholders may receive only approximately $10.10 per share on the liquidation of our trust account and our rights and warrants will

expire worthless.

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

the extent we complete our business combination with a financially unstable business or an entity lacking an established record of sales

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

These risks include

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

Although our officers and directors will endeavor

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

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

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

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

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

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

point of view.

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

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

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

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

If no opinion is obtained, our

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

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

from one another.

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

related to our business combination.

However, if our Board of Directors is unable to determine the fair value of an entity with which

we seek to complete an business combination based on such standards, we will be required to obtain an opinion as described above.

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

of our business combination.

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

amended and restated memorandum and articles of association authorizes the issuance of up to 50,000,000 ordinary shares, par value $0.001

Immediately after our IPO and as of March 25, 2022, there were 41,055,500 authorized but unissued ordinary shares available

for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants and conversion of outstanding

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

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

However, our amended and restated memorandum and articles

of association will provide, among other things, that prior to our business combination, we may not issue additional ordinary shares

that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any business combination.

of additional ordinary shares or preference shares:

significantly dilute the equity interest of investors in our IPO;

3 unchanged sentences

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

We may be a passive foreign investment company,

or “PFIC,”

which could result in adverse U.S.

federal income tax consequences to U.S.

If we are a PFIC for any taxable year (or portion

thereof) that is included in the holding period of a U.S.

holder (as defined in the section of this prospectus captioned “Income

Tax Considerations —

Federal Income Tax Considerations —

Holders”) of our ordinary shares, rights

or warrants, the U.S.

holder may be subject to adverse U.S.

federal income tax consequences and may be subject to additional reporting

requirements.

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

(see the section of this prospectus captioned “Income Tax Considerations —

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

federal income tax consequences

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

holder (as defined in the section

of the prospectus used in our IPO captioned “Income Tax Considerations — Certain U.S.

Federal Income Tax Considerations —

Holders —

Passive Foreign Investment Company Rules”).

Depending on the particular circumstances the application

of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year.

we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S.

holder such information as the Internal Revenue

Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S.

holder to make and

maintain a “qualified electing fund”

election, but there can be no assurance that we will timely provide such required information,

and such election would be unavailable with respect to our warrants in all cases.

holders to consult their own tax advisors

regarding the possible application of the PFIC rules to holders of our ordinary shares, rights and warrants.

For a more detailed explanation

of the tax consequences of PFIC classification to U.S.

holders, see the section of this prospectus captioned “Income Tax Considerations

Federal Income Tax Considerations —

Holders —

Passive Foreign Investment Company Rules.”

We may reincorporate in another jurisdiction

in connection with our business combination and such reincorporation may result in taxes imposed on shareholders.

We may, in connection with our business combination

and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target company

or business is located.

The transaction may require a shareholder to recognize taxable income in the jurisdiction in which the shareholder

is a tax resident or in which its members are resident if it is a tax transparent entity.

We do not intend to make any cash distributions

to shareholders to pay such taxes.

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

us after the reincorporation.

Resources could be wasted in researching acquisitions

that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

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

than such amount in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless.

We anticipate that the investigation of each

specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments

will require substantial management time and attention and substantial costs for accountants, attorneys and others.

If we decide not

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

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

number of reasons including those beyond our control.

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

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

If we are unable to complete

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

and our rights and warrants will expire worthless.

We are dependent upon our officers and directors

and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively

small group of individuals and, in particular, Mr.

Holders”) of our ordinary shares, rights or warrants, the U.S.

holder may be subject to adverse U.S.

federal income tax consequences

and may be subject to additional reporting requirements.

Our PFIC status for our current and subsequent taxable years may depend on whether

we qualify for the PFIC start-up exception (see the section of the prospectus used in our IPO captioned “Income Tax Considerations

— Certain U.S.

Federal Income Tax Considerations — U.S.

Holders — Passive Foreign Investment Company Rules”).

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

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

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

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

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

determinable until after the end of such taxable year.

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

to provide to a U.S.

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

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

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

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

to our warrants in all cases.

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

to holders of our ordinary shares, rights and warrants.

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

on shareholders.

may, in connection with our business combination and subject to requisite shareholder approval under the Companies Act, reincorporate

in the jurisdiction in which the target company or business is located.

The transaction may require a shareholder to recognize taxable

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

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

Shareholders may be subject to withholding

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

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

and acquire or merge with another business.

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

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

rights and warrants will expire worthless.

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

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

attorneys and others.

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

transaction likely would not be recoverable.

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

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

Any such event will result in a loss

to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another

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

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

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

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

Liu and our other officers and directors.

We believe that our success depends on the

continued service of our officers and directors, at least until we have completed our business combination.

In addition, our officers

and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest

in allocating management time among various business activities, including identifying potential business combinations and monitoring

the related due diligence.

We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or

The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

Our ability to successfully effect our business

combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us

following our business combination.

The loss of key personnel could negatively impact the operations and profitability of our post-combination

Our ability to successfully effect our business

combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the target business, however, cannot

presently be ascertained.

Although some of our key personnel may remain with the target business in senior management or advisory positions

following our business combination, it is likely that some or all of the management of the target business will remain in place.

we intend to closely scrutinize any individuals we engage after our business combination, we cannot assure you that our assessment of

these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated

by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment

or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide for

them to receive compensation following our business combination and as a result, may cause them to have conflicts of interest in determining

whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with

the company after the completion of our business combination only if they are able to negotiate employment or consulting agreements in

connection with the business combination.

Such negotiations would take place simultaneously with the negotiation of the business combination

and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would

render to us after the completion of the business combination.

The personal and financial interests of such individuals may influence

their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Cayman Islands law.

we believe the ability of such individuals to remain with us after the completion of our business combination will not be the determining

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

There is no certainty, however,

that any of our key personnel will remain with us after the completion of our business combination.

We cannot assure you that any of

our key personnel will remain in senior management or advisory positions with us.

The determination as to whether any of our key personnel

will remain with us will be made at the time of our business combination.

We may have a limited ability to assess the

management of a prospective target business and, as a result, may effect our business combination with a target business whose management

may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting

our business combination with a prospective target business, our ability to assess the target business’s management may be limited

due to a lack of time, resources or information.

Our assessment of the capabilities of the target’s management, therefore, may

prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target’s management

not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination

business may be negatively impacted.

Accordingly, any shareholders who choose to remain shareholders following the business combination

could suffer a reduction in the value of their shares.

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

The officers and directors of an acquisition

candidate may resign upon completion of our business combination.

The departure of a business combination target’s key personnel

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

The role of an acquisition candidates’

key personnel upon the completion of our business combination cannot be ascertained at this time.

Although we contemplate that certain

members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our business

combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our officers and directors will allocate their

time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

conflict of interest could have a negative impact on our ability to complete our business combination.

Our officers and directors are not required to,

and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our

operations and our search for a business combination and their other businesses.

We do not intend to have any full-time employees prior

to the completion of our business combination.

Each of our officers is engaged in several other business endeavors for which he or she

may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to

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

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

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

combinations and monitoring the related due diligence.

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

of, any of our directors or officers.

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

effect on us.

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

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

The loss of key personnel could negatively impact the

operations and profitability of our post-combination business .

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

The role of our key personnel

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

Although some of our key personnel may remain with the target business

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

target business will remain in place.

While we intend to closely scrutinize any individuals we engage after our business combination,

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

These individuals may be unfamiliar with the

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

familiar with such requirements.

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

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

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

key personnel may be able to remain with the company after the completion of our business combination only if they are able to negotiate

employment or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously with

the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments

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

The personal and financial

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

duties under Cayman Islands law.

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

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

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

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

The determination as

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

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

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

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

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

Our assessment of the capabilities of the

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

we suspected.

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

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

Accordingly, any shareholders who choose

to remain shareholders following the business combination could suffer a reduction in the value of their shares.

Such shareholders are

unlikely to have a remedy for such reduction in value.

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

The departure of a business

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

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

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

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

not wish to remain in place.

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

how much time to devote to our affairs.

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

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

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

We do not intend

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

Each of our officers is engaged in several other

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

specific number of hours per week to our affairs.

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

If our officers’

and directors’

other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels,

it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our business combination.

Certain of our officers and directors are

now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be

conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should

be presented.

Following the completion of our IPO and until

we consummate our business combination, we intend to engage in the business of identifying and combining with one or more businesses.

Our sponsor and officers and directors are, or may in the future become, affiliated with other blank check companies like ours or other

entities (such as operating companies or investment vehicles) that are engaged in making and managing investments in a similar business.

Our officers and directors also may become aware

of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary

or contractual duties.

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity

should be presented.

These conflicts may not be resolved in our favor and a potential target business may be presented to other entities

prior to its presentation to us, subject to his or her fiduciary duties under Cayman Islands law.

We have not adopted a policy that expressly prohibits

our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment

to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

In fact, we may enter into a business

combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so.

Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types

conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and ours.

We may engage in a business combination with

one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing

holders which may raise potential conflicts of interest.

In light of the involvement of our sponsor, officers

and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers and directors.

Our officers and directors also serve as officers and board members for other entities, Such entities may compete with us for business

combination opportunities.

Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete

our business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning

a business combination with any such entity or entities.

Despite our agreement to obtain an opinion from an independent investment banking

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

accounting firm, regarding the fairness to our company from a financial point of view of a business combination with one or more domestic

or international businesses affiliated with our officers, directors or existing holders, potential conflicts of interest still may exist

and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent

any conflicts of interest.

Since our sponsor, officers and directors

will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining

whether a particular business combination target is appropriate for our business combination.

In August 2019, our sponsor purchased an aggregate

of 1,150,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.02 per share.

Prior to the investment in the

company of $25,000 by our sponsor, the company had no assets, tangible or intangible.

As such, our sponsor will own approximately 21.7%

of our issued and outstanding shares after our IPO and taking into account ownership of the private placement units).

If we increase or

decrease the size of the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as

applicable, immediately prior to the consummation of the offering in such amount as to maintain the ownership of our sponsor prior to

our IPO at 20% of our issued and outstanding ordinary shares upon the consummation of our IPO (assuming it does not purchase units in

our IPO and not taking into account ownership of the private placement units).

The founder shares will be worthless if we do not complete

an business combination.

In addition, our sponsor has committed to purchase an aggregate of 225,000 private placement units, for a purchase

price of $ $2,250,000 , or $10.00 per unit, that will also be worthless if we do not complete a business combination.

Each private placement unit consists of one private

placement share, one private placement right, granting the holder thereof the right to receive one-tenth (1/10) of an ordinary share upon

the consummation of an business combination, and one private placement warrant.

Each private placement warrant may be exercised for one-half

of one ordinary share at a price of $11.50 per whole share, subject to adjustment as provided herein.

The founder shares are identical to the ordinary

shares included in the units being sold in our IPO except that (i) the founder shares are subject to certain transfer restrictions and

(ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive

their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion

of our business combination, (B) to waive their redemption rights with respect to any founder shares, private placement shares and public

shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated memorandum and articles

of association (x) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection

with an business combination or to redeem 100% of our public shares if we have not consummated our business combination within the timeframe

set forth therein or (y) with respect to any other provision relating to stockholders’

rights or pre-business combination activity

and (C) to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement

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

of our IPO if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) (although

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

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

on our ability to complete our business combination.

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

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

business opportunity should be presented.

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

with one or more businesses.

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

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

in a similar business.

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

entities to which they owe certain fiduciary or contractual duties.

Accordingly, they may have conflicts of interest in determining to

which entity a particular business opportunity should be presented.

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

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

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

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

have an interest.

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

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

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

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

Accordingly, such persons or entities may have a conflict between

their interests and ours.

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

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

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

affiliated with our sponsor, officers and directors.

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

Such entities may compete with us for business combination opportunities.

Our sponsor, officers and directors are not currently aware

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

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

Despite our agreement to obtain

an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type

of company we are seeking to acquire or an independent accounting firm, regarding the fairness to our company from a financial point

of view of a business combination with one or more domestic or international businesses affiliated with our officers, directors or existing

holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous

to our public shareholders as they would be absent any conflicts of interest.

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

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

August 2019, our sponsor purchased an aggregate of 1,150,000 founder shares for an aggregate purchase price of $25,000, or approximately

$0.02 per share.

Prior to the investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible.

As such, our sponsor will own approximately 22.7% of our issued and outstanding shares after our IPO and taking into account ownership

of the Private Units).

If we increase or decrease the size of the offering, we will effect a capitalization or share surrender

or redemption or other appropriate mechanism, as applicable, immediately prior to the consummation of the offering in such amount as

to maintain the ownership of our sponsor prior to our IPO at 20% of our issued and outstanding ordinary shares upon the consummation

of our IPO (assuming it does not purchase units in our IPO and not taking into account ownership of the Private Units).

founder shares will be worthless if we do not complete a business combination.

In addition, our sponsor has purchased an aggregate of

225,000 Private Units, for a purchase price of $ $2,250,000 or $10.00 per unit, that will also be worthless if we do not complete

a business combination.

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

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

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

as provided herein.

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

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

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

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

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

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

redemption of our public shares in connection with an business combination or to redeem 100% of our public shares if we have not consummated

our business combination within the timeframe set forth therein or (y) with respect to any other provision relating to stockholders’

rights or pre-business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect

to their founder shares and private placement shares if we fail to complete our business combination within 12 months from the closing

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

they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete

our business combination within the prescribed time frame).

The personal and financial interests of our officers

and directors may influence their motivation in identifying and selecting a target business combination, completing an business combination

and influencing the operation of the business following the business combination.

Since our sponsor, officers and directors

may not be eligible to be reimbursed for their out-of-pocket expenses if our business combination is not completed, a conflict of interest

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

At the closing of our business combination, our

sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in

connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business

combinations.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our

These financial interests of our sponsor, officers and directors may influence their motivation in identifying and selecting

a target business combination and completing an business combination.

We may issue notes or other debt securities,

or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition

and thus negatively impact the value of our shareholders’

investment in us.

Although we have no commitments as of the date

of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following our IPO, we may choose

to incur substantial debt to complete our business combination.

We have agreed that we will not incur any indebtedness unless we have

obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account.

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

Nevertheless, the incurrence

of debt could have a variety of negative effects, including:

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

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

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

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

our business combination.

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

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

performing due diligence on suitable business combinations.

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

incurred in connection with activities on our behalf.

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

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

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

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

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

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

We have agreed that we will not incur

any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies

held in the trust account.

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

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

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

● acceleration

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

6 unchanged sentences

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

● limitations

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

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

● limitations

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

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

We may only be able to complete one business

combination with the proceeds of our IPO and the sale of the private placement units, which will cause us to be solely dependent on a

single business which may have a limited number of products or services.

This lack of diversification may negatively impact our operations

and profitability.

Of the net proceeds from our IPO and the sale

of the private placement units, $46,460,000 is available to complete our business combination and pay related fees and expenses (which

includes up to approximately $1,150,000 for the payment of deferred underwriting commissions).

We may effectuate our business combination with

a single target business or multiple target businesses simultaneously or within a short period of time.

However, we may not be able to

effectuate our business combination with more than one target business because of various factors, including the existence of complex

accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results

and the financial condition of several target businesses as if they had been operated on a combined basis.

By completing our business

combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks.

Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike

other entities which may have the resources to complete several business combinations in different industries or different areas of a

single industry.

may only be able to complete one business combination with the proceeds of our IPO and the sale of the Private Units, which

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

This lack of diversification

may negatively impact our operations and profitability.

the net proceeds from our IPO and the sale of the Private Units, $46,460,000 is available to complete our business combination

and pay related fees and expenses (which includes up to approximately $1,150,000 for the payment of deferred underwriting commissions).

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

period of time.

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

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

with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on

a combined basis.

By completing our business combination with only a single entity our lack of diversification may subject us to numerous

economic, competitive and regulatory risks.

Further, we would not be able to diversify our operations or benefit from the possible spreading

of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different

industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

1 unchanged sentence

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

This lack of diversification may subject us to

numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry

in which we may operate subsequent to our business combination.

We may attempt to simultaneously complete

business combinations with multiple prospective targets, which may hinder our ability to complete our business combination and give rise

to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several

businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent

on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete

our business combination.

With multiple business combinations, we could also face additional risks, including additional burdens and

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

risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating

If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our business combination

with a private company about which little information is available, which may result in a business combination with a company that is

not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may

seek to effectuate our business combination with a privately held company.

Very little public information generally exists about private

companies, and we could be required to make our decision on whether to pursue a potential business combination on the basis of limited

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

Our management may not be able to maintain

control of a target business after our business combination.

We cannot provide assurance that, upon loss of control of a target business,

new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure a business combination so that

the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of

a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of

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

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

We will not consider any transaction that does not meet

such criteria.

Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to

the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed

to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial

number of new ordinary shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100%

interest in the target.

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

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

In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger

share of the company’s stock than we initially acquired.

Accordingly, this may make it more likely that our management will not

be able to maintain our control of the target business.

We do not have a specified maximum redemption

The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial

majority of our shareholders do not agree.

Our amended and restated memorandum and articles

of association will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in

an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001

upon consummation of our business combination (such that we are not subject to the SEC’s “penny stock”

rules) or any

greater net tangible asset or cash requirement which may be contained in the agreement relating to our business combination.

we may be able to complete our business combination even though a substantial majority of our public shareholders do not agree with the

transaction and have redeemed their shares or, if we seek shareholder approval of our business combination and do not conduct redemptions

in connection with our business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to

sell their shares to our sponsor, officers, directors, advisors or their affiliates.

In the event the aggregate cash consideration we

would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions

pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete

the business combination or redeem any shares, all ordinary shares submitted for redemption will be returned to the holders thereof,

and we instead may search for an alternate business combination.

Investors may view our units as less attractive

than those of other blank check companies.

Unlike other blank check companies that sell

units comprised of shares and warrants each to purchase one full share in their public offerings, we are selling units comprised of ordinary

shares, rights entitling the holder to receive one-tenth (1/10) of one ordinary share, and warrants to purchase one-half (½) of

one ordinary share.

The rights and warrants will not have any voting rights and will expire and be worthless if we do not consummate

an business combination.

Furthermore, no fractional shares will be issued upon exercises of the warrants and it is not our intent to

issue fractional shares upon conversion of any rights.

As a result, unless you acquire at least two warrants, you will not be able to

receive a share upon exercise of your warrants and if you acquire less than ten rights, you may, in our discretion, not receive one whole

Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to

the holder of the relevant rights.

Accordingly, investors in our IPO will not be issued the same securities as part of their investment

as they may have in other blank check company offerings, which may have the effect of limiting the potential upside value of your investment

in our company.

Because each unit contains one-half of one

redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one redeemable warrant to acquire

one-half ordinary share.

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

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

This is different from other offerings

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

We have established the components of the units

in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be

exercisable in the aggregate for one half of the number of shares compared to units that each contain a warrant to purchase one whole

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

Nevertheless, this unit structure may cause

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

In order to effectuate an business combination,

blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments.

assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in

a manner that will make it easier for us to complete our business combination that our shareholders may not support.

In order to effectuate a business combination,

blank check companies have, in the past, amended various provisions of their charters and modified governing instruments.

blank check companies have amended the definition of business combination, increased redemption thresholds and extended the period of

time in which it had to consummate a business combination.

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

memorandum and articles of association or governing instruments or extend the time in which we have to consummate a business combination

through amending our amended and restated memorandum and articles of association, each of which will require a special resolution of

our shareholders as a matter of Cayman Islands law, meaning a resolution passed by holders of at least two thirds of our ordinary shares

who are eligible to vote and attend and vote in a general meeting of the company’s shareholders.

The provisions of our amended and restated

memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement

governing the release of funds from our trust account), including an amendment to permit us to withdraw funds from the trust account

such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated, may

be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, which

is a lower amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend our amended

and restated memorandum and articles of association and the trust agreement to facilitate the completion of an business combination that

some of our shareholders may not support.

Some other blank check companies have a provision

in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business

combination activity, without approval by a certain percentage of the company’s shareholders.

In those companies, amendment of

these provisions requires approval by between 90% and 100% of the company’s public shareholders.

Our amended and restated memorandum

and articles of association will provide that any of its provisions, including those related to pre-business combination activity (including

the requirement to deposit proceeds of our IPO and the private placement of warrants into the trust account and not release such amounts

except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and

restated memorandum and articles of association or an amendment to permit us to withdraw funds from the trust account such that the per

share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated), may be amended if approved

by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the

trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares.

We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association.

Our sponsor, which will beneficially own approximately 21.7% of our ordinary shares upon the closing of our IPO (assuming it does not

purchase units in our IPO and taking into account ownership of the private placement units), will participate in any vote to amend our

amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner

As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which

govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to

complete a business combination with which you do not agree.

Our shareholders may pursue remedies against us for any breach of our amended

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

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

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

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

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

to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make

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

With multiple business combinations, we could

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

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

products of the acquired companies in a single operating business.

If we are unable to adequately address these risks, it could negatively

impact our profitability and results of operations.

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

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

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

Very little public

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

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

as we suspected, if at all.

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

We cannot provide assurance that,

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

operate such business.

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

100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest

in the target sufficient for us not to be required to register as an investment company under the Investment Company Act.

consider any transaction that does not meet such criteria.

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

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

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

For example, we could pursue

a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the outstanding capital stock of a

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

However, as a result of the issuance of a substantial number of

new ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding

ordinary shares subsequent to such transaction.

In addition, other minority shareholders may subsequently combine their holdings resulting

in a single person or group obtaining a larger share of the company’s stock than we initially acquired.

Accordingly, this may make

it more likely that our management will not be able to maintain our control of the target business.

do not have a specified maximum redemption threshold.

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

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

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

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

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

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

to our business combination.

As a result, we may be able to complete our business combination even though a substantial majority of our

public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our business

combination and do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, have entered

into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates.

the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any

amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of

cash available to us, we will not complete the business combination or redeem any shares, all ordinary shares submitted for redemption

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

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

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

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

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

The rights and warrants will not have any voting rights and will expire

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

Furthermore, no fractional shares will be issued upon exercises of

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

As a result, unless you acquire at least

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

in our discretion, not receive one whole share.

Any rounding down and extinguishment may be done with or without any in lieu cash payment

or other compensation being made to the holder of the relevant rights.

Accordingly, investors in our IPO will not be issued the same

securities as part of their investment as they may have in other blank check company offerings, which may have the effect of limiting

the potential upside value of your investment in our company.

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

of other blank check companies.

unit contains one redeemable warrant to acquire one-half ordinary share.

No fractional warrants will be issued upon separation of the

units and only whole warrants will trade.

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

a whole warrant.

This is different from other offerings similar to ours whose units include one share and one warrant to purchase one

We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon

completion of a business combination since the warrants will be exercisable in the aggregate for one half of the number of shares compared

to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target

Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole

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

and modified governing instruments.

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

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

may not support.

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

modified governing instruments.

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

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

We cannot assure you that we will not

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

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

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

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

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

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

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

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

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

It may be easier for

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

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

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

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

shareholders.

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

shareholders.

Our amended and restated memorandum and articles of association will provide that any of its provisions, including those

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

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

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

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

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

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

approved by holders of 65% of our ordinary shares.

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

and restated memorandum and articles of association.

Certain agreements related to our IPO may

be amended without shareholder approval.

Certain agreements, including the underwriting

agreement relating to our IPO, the investment management trust agreement between us, Wilmington Trust Company and Vstock Transfer LLC,

the letter agreement among us and our sponsor, officers, directors and director nominees, the registration rights agreement among us

and our sponsor and the administrative services agreement between us and our sponsor, may be amended without shareholder approval.

agreements contain various provisions that our public shareholders might deem to be material.

For example, the underwriting agreement

related to our IPO contains a covenant that the target company that we acquire must have a fair market value equal to at least 80% of

the balance in the trust account at the time of signing the definitive agreement for the transaction with such target business (excluding

the deferred underwriting commissions and taxes payable on the income earned on the trust account) so long as we obtain and maintain

a listing for our securities on the NASDAQ.

While we do not expect our board to approve any amendment to any of these agreements prior

to our business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties,

chooses to approve one or more amendments to any such agreement in connection with the consummation of our business combination.

such amendment may have an adverse effect on the value of an investment in our securities.

We may be unable to obtain additional financing

to complete our business combination or to fund the operations and growth of a target business, which could compel us to restructure

or abandon a particular business combination .

Although we believe that the net proceeds of

our IPO and the sale of the private placement units will be sufficient to allow us to complete our business combination, because we have

not yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction.

net proceeds of our IPO and the sale of the private placement units prove to be insufficient, either because of the size of our business

combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant

number of shares from shareholders who elect redemption in connection with our business combination or the terms of negotiated transactions

to purchase shares in connection with our business combination, we may be required to seek additional financing or to abandon the proposed

business combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional

financing proves to be unavailable when needed to complete our business combination, we would be compelled to either restructure the

transaction or abandon that particular business combination and seek an alternative target business candidate.

In addition, even if we

do not need additional financing to complete our business combination, we may require such financing to fund the operations or growth

of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development

or growth of the target business.

None of our officers, directors or shareholders is required to provide any financing to us in connection

with or after our business combination.

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

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

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

Our sponsor paid an aggregate of $25,000,

or approximately $0.02 per founder share, and, accordingly, you will experience immediate and substantial dilution upon the purchase

of our ordinary shares.

The difference between the public offering price

per share (allocating all of the unit purchase price to the ordinary shares, including the ordinary shares underlying the rights included

in the units, and none to the warrants included in the units) and the pro forma net tangible book value per ordinary share after our

IPO constitutes the dilution to you and the other investors in our IPO.

Our sponsor acquired the founder shares at a nominal price, significantly

contributing to this dilution.

Upon the closing of our IPO, and assuming no value is ascribed to the warrants included in the units,

you and the other public shareholders will incur an immediate and substantial dilution of approximately 75.58% (or $6.87 per share, assuming

no exercise of the underwriters’

over-allotment option), the difference between the pro forma net tangible book value per share

of $2.22 and the offering price of $9.09 per unit.

We may amend the terms of the warrants in

a manner that may be adverse to holders of public warrants with the approval by the holders of a majority of the then issued and outstanding

Our warrants have been issued in registered form

under a warrant agreement between Vstock Transfer LLC, as warrant agent, and us.

The warrant agreement provides that the terms of the

warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the

approval by the holders of a majority of the then issued and outstanding warrants (including private warrants) to make any change that

adversely affects the interests of the registered holders of warrants.

Accordingly, we may amend the terms of the warrants in a manner

adverse to a holder if holders of a majority of the then issued and outstanding warrants (including private warrants) approve of such

Although our ability to amend the terms of the public warrants with the consent of a majority of the then issued and outstanding

warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants,

shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of a warrant.

Our warrant agreement and rights agreement

with our transfer agent will designate the courts of the State of New York or the United States District Court for the Southern District

of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants,

which could limit the ability of warrant holders or rights holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement and rights agreement with

our transfer agent, which govern the terms of the warrants and rights, respectively, will provide that, subject to applicable law, (i)

any action, proceeding or claim against us or the warrant agent arising out of or relating in any way to the warrant agreement shall

be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,

and (ii) that we and the warrant agent and rights agent irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive

forum for any such action, proceeding or claim.

We and the warrant agent and rights agent will waive any objection to such exclusive

jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, this exclusive

forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act, any other claim for which

the federal courts have exclusive jurisdiction or any complaint asserting a cause of action arising under the Securities Act against

us or any of our directors, officers, other employees or agents.

Section 27 of the Exchange Act creates exclusive federal jurisdiction

over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Other than with respect to claims under the Securities

Act or Exchange Act, this choice-of-forum provision may limit a warrant holder’s or right’s holder’s ability to bring

a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits.

Alternatively,

if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified

types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could

materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and

resources of our management and board of directors.

We may amend the terms of the rights in a

manner that may be adverse to holders of public rights with the approval by the holders of a majority of the then issued and outstanding

Our rights have been issued in registered form

under a rights agreement between Vstock Transfer LLC, as rights agent, and us.

The rights agreement provides that the terms of the rights

may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval

by the holders of a majority of the then issued and outstanding rights (including private rights) to make any change that adversely affects

the interests of the registered holders of rights.

Accordingly, we may amend the terms of the rights in a manner adverse to a holder

if holders of a majority of the then issued and outstanding rights (including private rights) approve of such amendment.

We may redeem your unexpired warrants prior

to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants

at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported

sales price of our ordinary shares equal or exceed $18.00 per share (as adjusted for share splits, share capitalizations, rights issuances,

subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third

trading day prior to the date we send the notice of redemption to the warrant holders.

If and when the warrants become redeemable by

us, we may not exercise our redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration

or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.

We will use our

best efforts to register or qualify such shares under the blue sky laws of the state of residence in those states in which the warrants

were offered by us in our IPO.

Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise

price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price

when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding

warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

None of the private placement

warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

Our management’s ability to require

holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer ordinary shares upon their

exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

If we call our public warrants for redemption

after the redemption criteria described elsewhere in this prospectus have been satisfied, our management will have the option to require

any holder that wishes to exercise his warrant (including any warrants held by our sponsor, officers or directors, other purchasers of

our founders’

units, or their permitted transferees) to do so on a “cashless basis.”

If our management chooses to require

holders to exercise their warrants on a cashless basis, the number of ordinary shares received by a holder upon exercise will be fewer

than it would have been had such holder exercised his warrant for cash.

This will have the effect of reducing the potential “upside”

of the holder’s investment in our company.

Our rights, warrants and founder shares may

have an adverse effect on the market price of our ordinary shares and make it more difficult to effectuate our business combination.

We have issued rights to acquire 460,000 of our

ordinary shares and warrants to purchase 2,300,000 of our ordinary as part of the units offered by this prospectus and, simultaneously

with the closing of our IPO, an aggregate of 225,000 private placement units in a private placement, each unit consisting of one private

placement share, one private placement right, granting the holder thereof the right to receive one-tenth (1/10) of an ordinary share upon

the consummation of an business combination, and one private placement warrant.

In each case, the warrants are exercisable to purchase

one-half of one ordinary share at a price of $11.50 per whole share, subject to adjustment as provided herein.

Prior to our IPO, our sponsor

purchased an aggregate of 1,150,000 founder shares in a private placement.

In addition, if our sponsor makes any working capital loans,

up to $1,500,000 of such loans may be converted into units, at the price of $10.00 per unit (which, for example, would result in the holders

being issued 165,000 ordinary shares if $1,500,000 of notes were so converted (including 15,000 shares upon the closing of our business

combination in respect of 150,000 rights included in such units), as well as 150,000 warrants to purchase 75,000 shares) at the option

of the lender.

Such units would be identical to the private placement units.

To the extent we issue ordinary shares to effectuate a business

transaction, the potential for the issuance of a substantial number of additional ordinary shares upon exercise of these warrants or conversion

rights could make us a less attractive acquisition vehicle to a target business.

Any such issuance will increase the number of issued

and outstanding ordinary shares and reduce the value of the ordinary shares issued to complete the business transaction.

Therefore, our

rights, warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring

the target business.

The private placement units are identical to

the units sold in our IPO except that, so long as the private placement warrants are held by our sponsor, or its permitted transferees,

(i) they will not be redeemable by us, (ii) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject

to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of our business combination

and (iii) they may be exercised by the holders on a cashless basis.

The determination of the offering price of

our units and the size of our IPO is more arbitrary than the pricing of securities and size of an offering of an operating company in

a particular industry.

You may have less assurance, therefore, that the offering price of our units properly reflects the value of such

units than you would have in a typical offering of an operating company.

Prior to our IPO there had been no public market

for any of our securities.

The public offering price of the units and the terms of the warrants and rights were negotiated between us

and the underwriters.

In determining the size of our IPO, management held customary organizational meetings with representatives of the

underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the

underwriters believed they reasonably could raise on our behalf.

Factors considered in determining the size of our IPO, prices and terms

of the units, including the ordinary shares, rights and warrants underlying the units, include:

Our sponsor, which will beneficially own approximately 21.7% of our ordinary shares

upon the closing of our IPO (assuming it does not purchase units in our IPO and taking into account ownership of the Private Units), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement

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

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

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

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

Our shareholders may

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

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

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

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

registration rights agreement among us and our sponsor and the administrative services agreement between us and our sponsor, may be amended

without shareholder approval.

These agreements contain various provisions that our public shareholders might deem to be material.

example, the underwriting agreement related to our IPO contains a covenant that the target company that we acquire must have a fair market

value equal to at least 80% of the balance in the trust account at the time of signing the definitive agreement for the transaction with

such target business (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) so

long as we obtain and maintain a listing for our securities on the NASDAQ.

While we do not expect our board to approve any amendment

to any of these agreements prior to our business combination, it may be possible that our board, in exercising its business judgment

and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation

of our business combination.

Any such amendment may have an adverse effect on the value of an investment in our securities.

may be unable to obtain additional financing to complete our business combination or to fund the operations and growth of a target business,

which could compel us to restructure or abandon a particular business combination .

we believe that the net proceeds of our IPO and the sale of the Private Units will be sufficient to allow us to complete our

business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements

for any particular transaction.

If the net proceeds of our IPO and the sale of the Private Units prove to be insufficient,

either because of the size of our business combination, the depletion of the available net proceeds in search of a target business, the

obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our business combination

or the terms of negotiated transactions to purchase shares in connection with our business combination, we may be required to seek additional

financing or to abandon the proposed business combination.

We cannot assure you that such financing will be available on acceptable terms,

To the extent that additional financing proves to be unavailable when needed to complete our business combination, we would

be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business

In addition, even if we do not need additional financing to complete our business combination, we may require such financing

to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse effect

on the continued development or growth of the target business.

None of our officers, directors or shareholders is required to provide

any financing to us in connection with or after our business combination.

If we are unable to complete our business combination, our

public shareholders may only receive approximately $10.10 per share on the liquidation of our trust account, and our rights and warrants

will expire worthless.

In certain circumstances, our public shareholders may receive less than $10.10 per share on the redemption of

their shares.

sponsor paid an aggregate of $25,000, or approximately $0.02 per founder share, and, accordingly, you will experience immediate and substantial

dilution upon the purchase of our ordinary shares.

difference between the public offering price per share (allocating all of the unit purchase price to the ordinary shares, including the

ordinary shares underlying the rights included in the units, and none to the warrants included in the units) and the pro forma net tangible

book value per ordinary share after our IPO constitutes the dilution to you and the other investors in our IPO.

Our sponsor acquired

the founder shares at a nominal price, significantly contributing to this dilution.

Upon the closing of our IPO, and assuming no value

is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate and substantial dilution

of approximately 75.58% (or $6.87 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between

the pro forma net tangible book value per share of $2.22 and the offering price of $9.09 per unit.

may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of

a majority of the then issued and outstanding warrants.

warrants have been issued in registered form under a warrant agreement between Vstock Transfer LLC, as warrant agent, and us.

agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any

defective provision, but requires the approval by the holders of a majority of the then issued and outstanding warrants (including private

warrants) to make any change that adversely affects the interests of the registered holders of warrants.

Accordingly, we may amend the

terms of the warrants in a manner adverse to a holder if holders of a majority of the then issued and outstanding warrants (including

private warrants) approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of a majority

of the then issued and outstanding warrants is unlimited, examples of such amendments could be amendments to, among other things, increase

the exercise price of the warrants, shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of

warrant agreement and rights agreement with our transfer agent will designate the courts of the State of New York or the United States

District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that

may be initiated by holders of our warrants, which could limit the ability of warrant holders or rights holders to obtain a favorable

judicial forum for disputes with our company.

warrant agreement and rights agreement with our transfer agent, which govern the terms of the warrants and rights, respectively, will

provide that, subject to applicable law, (i) any action, proceeding or claim against us or the warrant agent arising out of or relating

in any way to the warrant agreement shall be brought and enforced in the courts of the State of New York or the United States District

Court for the Southern District of New York, and (ii) that we and the warrant agent and rights agent irrevocably submit to such jurisdiction,

which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

We and the warrant agent and rights agent will

waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding

the foregoing, this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange

Act, any other claim for which the federal courts have exclusive jurisdiction or any complaint asserting a cause of action arising under

the Securities Act against us or any of our directors, officers, other employees or agents.

Section 27 of the Exchange Act creates exclusive

federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations

In addition, stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

than with respect to claims under the Securities Act or Exchange Act, this choice-of-forum provision may limit a warrant holder’s

or right’s holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which

may discourage such lawsuits.

Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable

with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving

such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations

and result in a diversion of the time and resources of our management and board of directors.

may amend the terms of the rights in a manner that may be adverse to holders of public rights with the approval by the holders of a majority

of the then issued and outstanding rights.

rights have been issued in registered form under a rights agreement between Vstock Transfer LLC, as rights agent, and us.

agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any

defective provision, but requires the approval by the holders of a majority of the then issued and outstanding rights (including private

rights) to make any change that adversely affects the interests of the registered holders of rights.

Accordingly, we may amend the terms

of the rights in a manner adverse to a holder if holders of a majority of the then issued and outstanding rights (including private rights)

approve of such amendment.

may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of

$0.01 per warrant, provided that the last reported sales price of our ordinary shares equal or exceed $18.00 per share (as adjusted for

share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading

days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant

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

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

registration or qualification.

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

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

Redemption of the outstanding warrants could force you

(i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to

sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal

redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market

value of your warrants.

None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its

permitted transferees.

management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive

fewer ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants

we call our public warrants for redemption after the redemption criteria described elsewhere in this report have been satisfied, our

management will have the option to require any holder that wishes to exercise his warrant (including any warrants held by our sponsor,

officers or directors, other purchasers of our founders’ units, or their permitted transferees) to do so on a “cashless basis.”

If our management chooses to require holders to exercise their warrants on a cashless basis, the number of ordinary shares received by

a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash.

This will have the effect

of reducing the potential “upside” of the holder’s investment in our company.

rights, warrants and founder shares may have an adverse effect on the market price of our ordinary shares and make it more difficult

to effectuate our business combination.

have issued rights to acquire 460,000 of our ordinary shares and warrants to purchase 2,300,000 of our ordinary shares as part of the

units offered in our IPO and, simultaneously with the closing of our IPO, an aggregate of 225,000 Private Units in a private

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

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

each case, the warrants are exercisable to purchase one-half of one ordinary share at a price of $11.50 per whole share, subject to adjustment

as provided herein.

Prior to our IPO, our sponsor purchased an aggregate of 1,150,000 founder shares in a private placement.

if our sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into units, at the price of $10.00 per

unit (which, for example, would result in the holders being issued 165,000 ordinary shares if $1,500,000 of notes were so converted (including

15,000 shares upon the closing of our business combination in respect of 150,000 rights included in such units), as well as 150,000 warrants

to purchase 75,000 shares) at the option of the lender.

Such units would be identical to the Private Units.

To the extent we

issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional ordinary

shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business.

Any such issuance will increase the number of issued and outstanding ordinary shares and reduce the value of the ordinary shares issued

to complete the business transaction.

Therefore, our rights, warrants and founder shares may make it more difficult to effectuate a business

combination or increase the cost of acquiring the target business.

Private Units are identical to the units sold in our IPO except that, so long as the private placement warrants are held by

our sponsor, or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the ordinary shares issuable upon

exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30

days after the completion of our business combination and (iii) they may be exercised by the holders on a cashless basis.

determination of the offering price of our units and the size of our IPO is more arbitrary than the pricing of securities and size of

an offering of an operating company in a particular industry.

You may have less assurance, therefore, that the offering price of our

units properly reflects the value of such units than you would have in a typical offering of an operating company.

to our IPO there had been no public market for any of our securities.

The public offering price of the units and the terms of the warrants

and rights were negotiated between us and the underwriters.

In determining the size of our IPO, management held customary organizational

meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets,

generally, and the amount the underwriters believed they reasonably could raise on our behalf.

Factors considered in determining the

size of our IPO, prices and terms of the units, including the ordinary shares, rights and warrants underlying the units, include:

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

6 unchanged sentences

factors as were deemed relevant.

Although these factors were considered, the determination

of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have

no historical operations or financial results.

Because we must furnish our shareholders with

target business financial statements, we may lose the ability to complete an otherwise advantageous business combination with some prospective

target businesses.

The federal proxy rules require that a proxy

statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro

forma financial statement disclosure in periodic reports.

We will include the same financial statement disclosure in connection with

our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements may be required

to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or

GAAP, or international financing reporting standards as issued by the International Accounting Standards Board, or IFRS, depending

on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public

Company Accounting Oversight Board (United States), or PCAOB.

These financial statement requirements may limit the pool of potential

target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements

in accordance with federal proxy rules and complete our business combination within the prescribed time frame.

We are an emerging growth company within the

meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth

companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with

other public companies.

We are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not

being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

our shareholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to

five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held

by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company

as of the following December 31.

We cannot predict whether investors will find our securities less attractive because we will rely on

these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading

prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and

the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which means that when

a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,

can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our

financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has

opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards

Compliance obligations under the Sarbanes-Oxley

Act may make it more difficult for us to effectuate our business combination, require substantial financial and management resources,

and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires

that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply with

the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting

firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank check company makes compliance

with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target

company with which we seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act

regarding adequacy of its internal controls.

The development of the internal control of any such entity to achieve compliance with the

Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Because we are incorporated under the laws

of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.

these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating

company in a particular industry since we have no historical operations or financial results.

we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

business combination with some prospective target businesses.

federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance

tests include historical and/or pro forma financial statement disclosure in periodic reports.

We will include the same financial statement

disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial

statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United

States of America, or U.S.

GAAP, or international financing reporting standards as issued by the International Accounting Standards Board,

or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the

standards of the Public Company Accounting Oversight Board (United States), or the Public Company Accounting Oversight Board (United

States) (“PCAOB”).

These financial statement requirements may limit the pool of potential target businesses we may acquire

because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy

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

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

requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more

difficult to compare our performance with other public companies.

are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden

parachute payments not previously approved.

As a result, our shareholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including

if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case

we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether investors will find our securities

less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance

on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading

market for our securities and the trading prices of our securities may be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such

extended transition period which means that when a standard is issued or revised and it has different application dates for public or

private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new

or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth

company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of

the potential differences in accountant standards used.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our business combination, require substantial

financial and management resources, and increase the time and costs of completing an acquisition.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report

on Form 10-K for the year ending December 31, 2021.

Only in the event we are deemed to be a large accelerated filer or an accelerated

filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control

over financial reporting.

Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent

registered public accounting firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank

check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public

companies because a target company with which we seek to complete our business combination may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any such entity to

achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to

protect your rights through the U.S.

Federal courts may be limited.

We are an exempted company incorporated under

the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of process within the United States

upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are 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)

and the common law of the Cayman Islands.

The rights of shareholders to take action against the directors, actions by minority shareholders

and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of

the Cayman Islands.

The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman

Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court

in the Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are

different from what they would be under statutes or judicial precedent in some jurisdictions in the United States.

In particular, the

Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have

more fully developed and judicially interpreted bodies of corporate law.

In addition, Cayman Islands companies may not have standing

to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by our Cayman Islands legal

counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States

predicated upon the civil liability provisions of the federal securities laws of the United States or any state;

and (ii) in original

actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal

securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.

circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts

of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial

on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay

the sum for which judgment has been given provided certain conditions are met.

For a foreign judgment to be enforced in the Cayman Islands,

such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent

with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a

kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple

damages may well be held to be contrary to public policy).

A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings

are being brought elsewhere.

As a result of all of the above, public shareholders

may have more difficulty in protecting their interests in the face of actions taken by management, members of the Board of Directors

or controlling shareholders than they would as public shareholders of a United States company.

Provisions in our amended and restated memorandum

and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future

for our ordinary shares and could entrench management.

Our amended and restated memorandum and articles

of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their

best interests.

These provisions include two-year director terms and the ability of the Board of Directors to designate the terms of

and issue new series of preference shares, which may make more difficult the removal of management and may discourage transactions that

otherwise could involve payment of a premium over prevailing market prices for our securities.

Risks Associated with Acquiring and Operating

a Business Outside of the United States

If we effect our business combination with

a company located outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.

If we effect our business combination with a

company located outside of the United States, we would be subject to any special considerations or risks associated with companies operating

in the target business’

home jurisdiction, including any of the following:

are an exempted company incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service

of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against

our directors or officers.

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

be supplemented or amended from time to time) and the common law of the Cayman Islands.

The rights of shareholders to take action against

the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are

to a large extent governed by the common law of the Cayman Islands.

The common law of the Cayman Islands is derived in part from comparatively

limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive

authority, but are not binding on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities of

our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions

in the United States.

In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and

certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law.

In addition, Cayman

Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce

against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of

the United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated

upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed

by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of

judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign

court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes

upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign

judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in

respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the

grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy

of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

A Cayman Islands Court

may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken

by management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a United States

in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors

might be willing to pay in the future for our ordinary shares and could entrench management.

amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals

that shareholders may consider to be in their best interests.

These provisions include two-year director terms and the ability of the

Board of Directors to designate the terms of and issue new series of preference shares, which may make more difficult the removal of

management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Associated with Acquiring and Operating a Business Outside of the United States

we effect our business combination with a company located outside of the United States, we would be subject to a variety of additional

risks that may negatively impact our operations.

we effect our business combination with a company located outside of the United States, we would be subject to any special considerations

or risks associated with companies operating in the target business’ home jurisdiction, including any of the following:

and regulations or currency redemption or corporate withholding taxes on individuals;

1 unchanged sentence

and trade barriers;

● regulations

related to customs and import/export matters;

12 unchanged sentences

might suffer.

After our business combination, it is possible

that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United

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

It is possible that after our business combination,

a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the

United States.

As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal

rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated

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

In particular, investors should be aware that

there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and enforce

judgments of U.S.

courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities

laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands or any other

applicable jurisdiction’s courts against us or our directors or officers predicated upon the securities laws of the United States

or any state in the United States.

If our management following our business combination

is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which

could lead to various regulatory issues.

Following our business combination, any or all

of our management could resign from their positions as officers of the Company, and the management of the target business at the time

of the business combination will remain in place.

Management of the target business may not be familiar with United States securities

If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar

with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our

If we effect a business combination with a

company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and

we may not be able to enforce our legal rights.

If we effect a business combination with a company

located outside of the United States, the laws of the country in which such company operates will govern almost all of the material agreements

relating to its operations.

We cannot assure you that the target business will be able to enforce any of its material agreements or that

remedies will be available in this new jurisdiction.

The system of laws and the enforcement of existing laws in such jurisdiction may

not be as certain in implementation and interpretation as in the United States.

The inability to enforce or obtain a remedy under any

of our future agreements could result in a significant loss of business, business opportunities or capital.

Additionally, if we acquire

a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United

States and some of our officers and directors might reside outside of the United States.

As a result, it may not be possible for investors

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

of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities

Because of the costs and difficulties inherent

in managing cross-border business operations after we acquire it, our results of operations may be negatively impacted following a business

Managing a business, operations, personnel or

assets in another country is challenging and costly.

Management of the target business that we may hire (whether based abroad or in the

U.S.) may be inexperienced in cross-border business practices and unaware of significant differences in accounting rules, legal regimes

and labor practices.

Even with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-border

business operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively

impact our financial and operational performance.

Many countries, and especially those in emerging

markets, have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption

and inexperience, which may adversely impact our results of operations and financial condition.

Our ability to seek and enforce legal protections,

including with respect to intellectual property and other property rights, or to defend ourselves with regard to legal actions taken

against us in a given country, may be difficult or impossible, which could adversely impact our operations, assets or financial condition.

Rules and regulations in many countries, including

some of the emerging markets within the regions we will initially focus, are often ambiguous or open to differing interpretation by responsible

individuals and agencies at the municipal, state, regional and federal levels.

The attitudes and actions of such individuals and agencies

are often difficult to predict and inconsistent.

Delay with respect to the enforcement of particular

rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious disruption to operations

abroad and negatively impact our results.

After our business combination, substantially

all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such

Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and

legal policies, developments and conditions in the country in which we operate.

The economic, political and social conditions,

as well as government policies, of the country in which our operations are located could affect our business.

The economies in developing

markets we will initially focus on differ from the economies of most developed countries in many respects.

Such economic growth has been

uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.

If in the future

such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in

certain industries.

A decrease in demand for spending in certain industries could materially and adversely affect our ability to find

an attractive target business with which to consummate our business combination and if we effect our business combination, the ability

of that target business to become profitable.

Exchange rate fluctuations and currency policies

may cause a target business’

ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S.

revenues and income would likely be received in a foreign currency, the dollar equivalent of our net assets and distributions, if any,

could be adversely affected by reductions in the value of the local currency.

The value of the currencies in our target regions fluctuate

and are affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such currency

against our reporting currency may affect the attractiveness of any target business or, following consummation of our business combination,

our financial condition and results of operations.

Additionally, if a currency appreciates in value against the dollar prior to the consummation

of our business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we

are able to consummate such transaction.

Because our business objective includes the possibility

of acquiring one or more operating businesses with primary operations in emerging markets we will focus on, changes in the exchange rate

between the U.S.

dollar and the currency of any relevant jurisdiction may affect our ability to achieve such objective.

For instance,

the exchange rates between the Turkish lira or the Indian rupee and the U.S.

dollar has changed substantially in the last two decades

and may fluctuate substantially in the future.

dollar declines in value against the relevant currency, any business combination

will be more expensive and therefore more difficult to complete.

Furthermore, we may incur costs in connection with conversions between

dollars and the relevant currency, which may make it more difficult to consummate a business combination.

Because foreign law could govern almost all

of our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere, which could result in a significant

loss of business, business opportunities or capital.

Foreign law could govern almost all of our material

The target business may not be able to enforce any of its material agreements or that remedies will be available outside

of such foreign jurisdiction’s legal system.

The system of laws and the enforcement of existing laws and contracts in such jurisdiction

may not be as certain in implementation and interpretation as in the United States.

Judiciaries in such jurisdiction may also be relatively

inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any

As a result, the inability to enforce or obtain a remedy under any of our future agreements could result in a significant

loss of business and business opportunities.

Corporate governance standards in foreign

countries may not be as strict or developed as in the United States and such weakness may hide issues and operational practices that

are detrimental to a target business.

General corporate governance standards in some

countries are weak in that they do not prevent business practices that cause unfavorable related party transactions, over-leveraging,

improper accounting, family company interconnectivity and poor management.

Local laws often do not go far to prevent improper business

Therefore, shareholders may not be treated impartially and equally as a result of poor management practices, asset shifting,

conglomerate structures that result in preferential treatment to some parts of the overall company, and cronyism.

The lack of transparency

and ambiguity in the regulatory process also may result in inadequate credit evaluation and weakness that may precipitate or encourage

financial crisis.

In our evaluation of a business combination we will have to evaluate the corporate governance of a target and the business

environment, and in accordance with United States laws for reporting companies take steps to implement practices that will cause compliance

with all applicable rules and accounting practices.

Notwithstanding these intended efforts, there may be endemic practices and local

laws that could add risk to an investment we ultimately make and that result in an adverse effect on our operations and financial results.

Companies in foreign countries may be subject

to accounting, auditing, regulatory and financial standards and requirements that differ, in some cases significantly, from those applicable

to public companies in the United States, which may make it more difficult or complex to consummate a business combination.

In particular,

the assets and profits appearing on the financial statements of a foreign company may not reflect its financial position or results of

operations in the way they would be reflected had such financial statements been prepared in accordance with U.S.

GAAP and there may

be substantially less publicly available information about companies in certain jurisdictions than there is about comparable United States

Moreover, foreign companies may not be subject to the same degree of regulation as are United States companies with respect

to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements and the timely disclosure of information.

Legal principles relating to corporate affairs

and the validity of corporate procedures, directors’

fiduciary duties and liabilities and shareholders’

rights for foreign

corporations may differ from those that may apply in the U.S., which may make the consummation of a business combination with a foreign

company more difficult.

our business combination, it is possible that a majority of our directors and officers will live outside the United States and all of

our assets will be located outside the United States;

therefore investors may not be able to enforce federal securities laws or their

other legal rights.

is possible that after our business combination, a majority of our directors and officers will reside outside of the United States and

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

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

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

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

United States laws.

particular, investors should be aware that there is uncertainty as to whether the courts of the Cayman Islands or any other applicable

jurisdictions would recognize and enforce judgments of U.S.

courts obtained against us or our directors or officers predicated upon the

civil liability provisions of the securities laws of the United States or any state in the United States or entertain original actions

brought in the Cayman Islands or any other applicable jurisdiction’s courts against us or our directors or officers predicated

upon the securities laws of the United States or any state in the United States.

our management following our business combination is unfamiliar with United States securities laws, they may have to expend time and

resources becoming familiar with such laws, which could lead to various regulatory issues.

our business combination, any or all of our management could resign from their positions as officers of the Company, and the management

of the target business at the time of the business combination will remain in place.

Management of the target business may not be familiar

with United States securities laws.

If new management is unfamiliar with United States securities laws, they may have to expend time

and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues

which may adversely affect our operations.

we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely

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

we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates

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

We cannot assure you that the target business will be able

to enforce any of its material agreements or that remedies will be available in this new jurisdiction.

The system of laws and the enforcement

of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability

to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities

Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets

would be located outside of the United States and some of our officers and directors might reside outside of the United States.

result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our

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

directors and officers under Federal securities laws.

of the costs and difficulties inherent in managing cross-border business operations after we acquire it, our results of operations may

be negatively impacted following a business combination.

a business, operations, personnel or assets in another country is challenging and costly.

Management of the target business that we may

hire (whether based abroad or in the U.S.) may be inexperienced in cross-border business practices and unaware of significant differences

in accounting rules, legal regimes and labor practices.

Even with a seasoned and experienced management team, the costs and difficulties

inherent in managing cross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic

business) and may negatively impact our financial and operational performance.

countries, and especially those in emerging markets, have difficult and unpredictable legal systems and underdeveloped laws and regulations

that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.

ability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend

ourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact

our operations, assets or financial condition.

and regulations in many countries, including some of the emerging markets within the regions we will initially focus, are often ambiguous

or open to differing interpretation by responsible individuals and agencies at the municipal, state, regional and federal levels.

attitudes and actions of such individuals and agencies are often difficult to predict and inconsistent.

with respect to the enforcement of particular rules and regulations, including those relating to customs, tax, environmental and labor,

could cause serious disruption to operations abroad and negatively impact our results.

our business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may

be derived from our operations in such country.

Accordingly, our results of operations and prospects will be subject, to a significant

extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect

our business.

The economies in developing markets we will initially focus on differ from the economies of most developed countries in

many respects.

Such economic growth has been uneven, both geographically and among various sectors of the economy and such growth may

not be sustained in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate than expected,

there may be less demand for spending in certain industries.

A decrease in demand for spending in certain industries could materially

and adversely affect our ability to find an attractive target business with which to consummate our business combination and if we effect

our business combination, the ability of that target business to become profitable.

rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

the event we acquire a non-U.S.

target, all revenues and income would likely be received in a foreign currency, the dollar equivalent

of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.

of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business

or, following consummation of our business combination, our financial condition and results of operations.

Additionally, if a currency

appreciates in value against the dollar prior to the consummation of our business combination, the cost of a target business as measured

in dollars will increase, which may make it less likely that we are able to consummate such transaction.

our business objective includes the possibility of acquiring one or more operating businesses with primary operations in emerging markets

we will focus on, changes in the exchange rate between the U.S.

dollar and the currency of any relevant jurisdiction may affect our ability

to achieve such objective.

For instance, the exchange rates between the Turkish lira or the Indian rupee and the U.S.

dollar has changed

substantially in the last two decades and may fluctuate substantially in the future.

dollar declines in value against the

relevant currency, any business combination will be more expensive and therefore more difficult to complete.

Furthermore, we may incur

costs in connection with conversions between U.S.

dollars and the relevant currency, which may make it more difficult to consummate a

business combination.

foreign law could govern almost all of our material agreements, we may not be able to enforce our rights within such jurisdiction or

elsewhere, which could result in a significant loss of business, business opportunities or capital.

law could govern almost all of our material agreements.

The target business may not be able to enforce any of its material agreements

or that remedies will be available outside of such foreign jurisdiction’s legal system.

The system of laws and the enforcement

of existing laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

Judiciaries in such jurisdiction may also be relatively inexperienced in enforcing corporate and commercial law, leading to a higher

than usual degree of uncertainty as to the outcome of any litigation.

As a result, the inability to enforce or obtain a remedy under

any of our future agreements could result in a significant loss of business and business opportunities.

governance standards in foreign countries may not be as strict or developed as in the United States and such weakness may hide issues

and operational practices that are detrimental to a target business.

corporate governance standards in some countries are weak in that they do not prevent business practices that cause unfavorable related

party transactions, over-leveraging, improper accounting, family company interconnectivity and poor management.

Local laws often do not

go far to prevent improper business practices.

Therefore, shareholders may not be treated impartially and equally as a result of poor

management practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall company,

and cronyism.

The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation and weakness

that may precipitate or encourage financial crisis.

In our evaluation of a business combination we will have to evaluate the corporate

governance of a target and the business environment, and in accordance with United States laws for reporting companies take steps to

implement practices that will cause compliance with all applicable rules and accounting practices.

Notwithstanding these intended efforts,

there may be endemic practices and local laws that could add risk to an investment we ultimately make and that result in an adverse effect

on our operations and financial results.

in foreign countries may be subject to accounting, auditing, regulatory and financial standards and requirements that differ, in some

cases significantly, from those applicable to public companies in the United States, which may make it more difficult or complex to consummate

a business combination.

In particular, the assets and profits appearing on the financial statements of a foreign company may not reflect

its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance

GAAP and there may be substantially less publicly available information about companies in certain jurisdictions than there

is about comparable United States companies.

Moreover, foreign companies may not be subject to the same degree of regulation as are United

States companies with respect to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements and the

timely disclosure of information.

principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities

and shareholders’ rights for foreign corporations may differ from those that may apply in the U.S., which may make the consummation

of a business combination with a foreign company more difficult.

We therefore may have more difficulty in achieving our business objective.

Because a foreign judiciary may determine

the scope and enforcement of almost all of our target business’

material agreements under the law of such foreign jurisdiction,

we may be unable to enforce our rights inside and outside of such jurisdiction.

The law of a foreign jurisdiction, may govern

almost all of our target business’

material agreements, some of which may be with governmental agencies in such jurisdiction.

cannot assure you that the target business or businesses will be able to enforce any of their material agreements or that remedies will

be available outside of such jurisdiction.

The inability to enforce or obtain a remedy under any of our future agreements may have a

material adverse impact on our future operations.

A slowdown in economic growth in the markets

that our business target operates in may adversely affect our business, financial condition, results of operations, the value of its

equity shares and the trading price of our shares following our business combination.

Following the business combination, our results

of operations and financial condition may be dependent on, and may be adversely affected by, conditions in financial markets in the global

economy, and, particularly in the markets where the business operates.

The specific economy could be adversely affected by various factors

such as political or regulatory action, including adverse changes in liberalization policies, business corruption, social disturbances,

terrorist attacks and other acts of violence or war, natural calamities, interest rates, inflation, commodity and energy prices and various

other factors which may adversely affect our business, financial condition, results of operations, value of our equity shares and the

trading price of our shares following the business combination.

Regional hostilities, terrorist attacks, communal

disturbances, civil unrest and other acts of violence or war may result in a loss of investor confidence and a decline in the value of

our equity shares and trading price of our shares following our business combination.

Terrorist attacks, civil unrest and other acts

of violence or war may negatively affect the markets in which we may operates our business following our business combination and also

adversely affect the worldwide financial markets.

In addition, the countries we will focus on, have from time to time experienced instances

of civil unrest and hostilities among or between neighboring countries.

Any such hostilities and tensions may result in investor concern

about stability in the region, which may adversely affect the value of our equity shares and the trading price of our shares following

our business combination.

Events of this nature in the future, as well as social and civil unrest, could influence the economy in which

our business target operates, and could have an adverse effect on our business, including the value of equity shares and the trading

price of our shares following our business combination.

The occurrence of natural disasters may adversely

a foreign judiciary may determine the scope and enforcement of almost all of our target business’ material agreements under the

law of such foreign jurisdiction, we may be unable to enforce our rights inside and outside of such jurisdiction.

law of a foreign jurisdiction may govern almost all of our target business’ material agreements, some of which may be with governmental

agencies in such jurisdiction.

We cannot assure you that the target business or businesses will be able to enforce any of their material

agreements or that remedies will be available outside of such jurisdiction.

The inability to enforce or obtain a remedy under any of

our future agreements may have a material adverse impact on our future operations.

slowdown in economic growth in the markets that our business target operates in may adversely affect our business, financial condition,

results of operations, the value of its equity shares and the trading price of our shares following our business combination.

the business combination, our results of operations and financial condition may be dependent on, and may be adversely affected by, conditions

in financial markets in the global economy, and, particularly in the markets where the business operates.

The specific economy could

be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies,

business corruption, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, inflation,

commodity and energy prices and various other factors which may adversely affect our business, financial condition, results of operations,

value of our equity shares and the trading price of our shares following the business combination.

hostilities, terrorist attacks, communal disturbances, civil unrest and other acts of violence or war may result in a loss of investor

confidence and a decline in the value of our equity shares and trading price of our shares following our business combination.

attacks, civil unrest and other acts of violence or war may negatively affect the markets in which we may operates our business following

our business combination and also adversely affect the worldwide financial markets.

In addition, the countries we will focus on, have

from time to time experienced instances of civil unrest and hostilities among or between neighboring countries.

Any such hostilities

and tensions may result in investor concern about stability in the region, which may adversely affect the value of our equity shares

and the trading price of our shares following our business combination.

Events of this nature in the future, as well as social and civil

unrest, could influence the economy in which our business target operates, and could have an adverse effect on our business, including

the value of equity shares and the trading price of our shares following our business combination.

occurrence of natural disasters may adversely affect our business, financial condition and results of operations following our business

occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect

our business, financial condition or results of operations following our business combination.

The potential impact of a natural disaster

on our results of operations and financial position is speculative, and would depend on numerous factors.

The extent and severity of

these natural disasters determines their effect on a given economy.

Although the long term effect of diseases such as the H5N1 “avian

flu,” or H1N1, the swine flu, cannot currently be predicted, previous occurrences of avian flu and swine flu had an adverse effect

on the economies of those countries in which they were most prevalent.

An outbreak of a communicable disease in our market could adversely

affect our business, financial condition and results of operations following our business combination.

The occurrence of natural disasters, including

hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect our business, financial condition or results

of operations following our business combination.

The potential impact of a natural disaster on our results of operations and financial

position is speculative, and would depend on numerous factors.

The extent and severity of these natural disasters determines their effect

on a given economy.

Although the long term effect of diseases such as the H5N1 “avian flu,”

or H1N1, the swine flu, cannot

currently be predicted, previous occurrences of avian flu and swine flu had an adverse effect on the economies of those countries in

which they were most prevalent.

An outbreak of a communicable disease in our market could adversely affect our business, financial condition

and results of operations following our business combination.

We cannot assure you that natural disasters will not occur in the future

or that its business, financial condition and results of operations will not be adversely affected.

Any downgrade of credit ratings of the country

in which the company we acquire does business may adversely affect our ability to raise debt financing following our business combination.

No assurance can be given that any rating organization

will not downgrade the credit ratings of the sovereign foreign currency long-term debt of the country in which our business target operates,

which reflect an assessment of the overall financial capacity of the government of such country to pay its obligations and its ability

to meet its financial commitments as they become due.

Any downgrade could cause interest rates and borrowing costs to rise, which may

negatively impact both the perception of credit risk associated with our future variable rate debt and our ability to access the debt

markets on favorable terms in the future.

This could have an adverse effect on our financial condition following our business combination.

Returns on investment in foreign companies

may be decreased by withholding and other taxes.

Our investments will incur tax risk unique to

investment in developing economies.

Income that might otherwise not be subject to withholding of local income tax under normal international

conventions may be subject to withholding of income tax in a developing economy.

Additionally, proof of payment of withholding taxes

may be required as part of the remittance procedure.

Any withholding taxes paid by us on income from our investments in such country

may or may not be creditable on our income tax returns.

We intend to seek to minimize any withholding tax or local tax otherwise imposed.

However, there is no assurance that the foreign tax authorities will recognize application of such treaties to achieve a minimization

We may also elect to create foreign subsidiaries to effect the business combinations to attempt to limit the potential tax

consequences of a business combination.

UNRESOLVED STAFF

Not applicable.

We cannot assure you that natural

disasters will not occur in the future or that its business, financial condition and results of operations will not be adversely affected.

downgrade of credit ratings of the country in which the company we acquire does business may adversely affect our ability to raise debt

financing following our business combination.

assurance can be given that any rating organization will not downgrade the credit ratings of the sovereign foreign currency long-term

debt of the country in which our business target operates, which reflect an assessment of the overall financial capacity of the government

of such country to pay its obligations and its ability to meet its financial commitments as they become due.

Any downgrade could cause

interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our future

variable rate debt and our ability to access the debt markets on favorable terms in the future.

This could have an adverse effect on

our financial condition following our business combination.

on investment in foreign companies may be decreased by withholding and other taxes.

investments will incur tax risk unique to investment in developing economies.

Income that might otherwise not be subject to withholding

of local income tax under normal international conventions may be subject to withholding of income tax in a developing economy.

Additionally,

proof of payment of withholding taxes may be required as part of the remittance procedure.

Any withholding taxes paid by us on income

from our investments in such country may or may not be creditable on our income tax returns.

We intend to seek to minimize any withholding

tax or local tax otherwise imposed.

However, there is no assurance that the foreign tax authorities will recognize application of such

treaties to achieve a minimization of such tax.

We may also elect to create foreign subsidiaries to effect the business combinations

to attempt to limit the potential tax consequences of a business combination.

Related to Our Possible Business Combination in China

may consummate our initial Business Combination with a target company in PRC, or a company with its operations conducted through its

subsidiary in the PRC or through contractual arrangements with a variable interest entity (“VIE”) in the PRC.

a VIE structure, we do not own any direct equity interest in the VIE, and control and receive the economic benefits of the VIE’s

business operations through certain contractual arrangements in lieu of direct equity ownership by us or any of our subsidiaries.

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without

additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such

as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of

We will have the power to direct activities at the VIE that most significantly impacts the VIE’s economic performance,

and has the right to receive benefits from the VIE.

As such, we will exert control over the VIE and is the primary beneficiary of the

VIE, for accounting purposes, based upon such contractual arrangements.

Accordingly, under U.S.

GAAP, the financial results of the VIE

are consolidated in our financial statements.

All the agreements under our contractual arrangements with the VIE and its equity

owners are governed by PRC law and provide for the resolution of disputes through arbitration in China.

Accordingly, these contracts

would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures.

date hereof, the agreements governed by PRC law that serve as the basis for a VIE arrangement have not been tested in a court of law.

As a result, uncertainties in the PRC legal system may limit our ability to enforce these contractual arrangements.

Currently, there

are very few precedents and little formal guidance as to how contractual arrangements in the context of a VIE should be interpreted or

enforced under PRC law.

There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action

become necessary.

In the event we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles

in the process of enforcing these contractual arrangements, we may not be able to exert effective control over the VIE.

These uncertainties

or an adverse outcome of an arbitration may adversely affect our operations and could render our securities worthless.

business combination target, VIYI, is not an operating company in the PRC but a Cayman Islands holding company with its operations conducted

through its subsidiaries in the PRC and through contractual arrangements with the VIE, Shenzhen Yitian, which is incorporated

VIYI does not own any direct equity interest in Shenzhen Yitian, instead, VIYI controls and receives the economic benefits

of Shenzhen Yitian’s business operations through certain contractual arrangements in lieu of direct equity ownership by VIYI’s

wholly owned foreign entity, or WFOE or any of its subsidiaries.

If we complete the Business Combination, we anticipate that VIYI will

continue conducting its business operations through Shenzhen Yitian and will continue to control and receive economic benefits from Shenzhen

Yitian and its subsidiary through a series of contractual arrangements and VIYI will continue to be the primary beneficiary of the

we merge with a target company with major operation in PRC through the VIE structure, after the completion of the Business Combination,

our ordinary shares will not represent equity interest of the VIE or its subsidiary in the PRC.

As a result of our corporate structure

after the consummation of the Business Combination, investors in our ordinary shares are subject to unique risks affecting our business

due to uncertainty of the interpretation and application of the PRC laws and regulations, including but not limited to, limitations on

foreign ownership and investment in certain areas, regulatory review of overseas listing of PRC companies through a special purpose vehicle,

and the validity and enforcement of the contractual agreements with the VIE.

light of the recent statements and regulatory actions by the PRC government, such as those related to the use of variable interest entities,

data security, and anti-monopoly concerns, we may be subject to the risks of uncertainty of any future actions of the PRC government

in this regard, which may result in a material change in our operations, including the ability of us to carry on our current business

or accept foreign investments, and the resulting adverse change in value to our ordinary shares.

We may also be subject to penalties

and sanctions imposed by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission (“CSRC”), if

we fail to comply with such rules and regulations, which could adversely affect the ability of us to continue to be listed for trading

on Nasdaq or another foreign exchange, which may cause the value of our securities to significantly decline or become worthless.

Holding Foreign Companies Accountable Act (“HFCAA”) and related regulations call for additional and more stringent criteria

to be applied to emerging market companies upon assessing the qualification of their auditors and could add uncertainties to us that

trading in our securities may be prohibited under the HFCAA.

Currently, our auditor is registered with PCAOB.

Therefore, it is not subject

to the determinations announced by the PCAOB on December 16, 2021.

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

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

we effect our initial business combination with a business located in the PRC, the laws of the country in which such business operates

will govern almost all of the material agreements relating to its operations, including any contractual arrangements through which we

acquire control of target business as described above.

We cannot assure you that we or the target business will be able to enforce any

of its material agreements or that remedies will be available in this jurisdiction.

The system of laws and the enforcement of existing

laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

In addition, the judiciary

in the PRC is relatively inexperienced compared to others in enforcing corporate and commercial law, leading to a higher than usual degree

of uncertainty as to the outcome of any litigation.

In addition, to the extent that our target business’s material agreements are

with governmental agencies in the PRC, we may not be able to enforce or obtain a remedy from such agencies due to sovereign immunity,

in which the government is deemed to be immune from civil lawsuit or criminal prosecution.

The inability to enforce or obtain a remedy

under any of our future agreements could result in a significant loss of business, business opportunities or capital.

the PRC government finds that the agreements that establish the structure for operating business in China do not comply with PRC regulations

relating to the relevant industries, or if these regulations or their interpretation change in the future, we could be subject to severe

penalties or be forced to relinquish our interests in those operations.

ownership of the telecommunication business and certain other businesses in China is extensively regulated and subject to numerous restrictions.

Pursuant to the Special Administrative Measures for Access of Foreign Investment (Negative List) (2020 Edition), or the Negative List,

and Administrative Provisions on Foreign-Invested Telecommunications Enterprises (Revised in 2016), foreign investors are generally

not allowed to own more than 50% of the equity interests in a commercial internet content provider or other value-added telecommunication

service provider other than operating e-commerce, and the major foreign investor in a value-added telecommunication service provider

in China must have experience in providing value-added telecommunications services overseas and maintain a good track record in

accordance with the Negative List, Administrative Provisions on Foreign-Invested Telecommunications Enterprises (Revised in 2016)

and other applicable laws and regulations.

In addition, foreign investors are prohibited from investing in companies engaged in online

operating business, internet audio-visual programs business, internet culture business and radio and television program production

current business combination target, VIYI, is a Cayman Islands exempted company and its PRC subsidiaries are currently considered foreign-invested enterprises.

Accordingly, none of VIYI’s PRC subsidiaries are eligible to operate internet content services, online culture activities or other

businesses which foreign-owned companies are prohibited or restricted from conducting in the PRC.

To ensure strict compliance with

the PRC laws and regulations, VIYI conducts such business activities through the VIEs and their subsidiaries.

Its subsidiaries in the

PRC have entered into a series of contractual arrangements with the VIEs and their respective shareholders, in order for VIYI to (i) exercise

effective control over the VIEs, (ii) receive substantially all of the economic benefits of the VIEs, and (iii) have an exclusive

option to purchase the equity interests in the VIEs.

As a result of these contractual arrangements, VIYI has control over and is the

primary beneficiary of the VIEs and hence consolidates their financial results as the VIEs under U.S.

have been advised that in the opinion of VIYI’s PRC counsel:

(a) VIYI’s ownership structure and contractual agreements with

the VIE comply with PRC laws and do not and will not violate applicable PRC laws currently in effect;

(b) each of the agreements between

VIYI and the VIE and the associated contractual agreements which form the basis of VIYI’s control over Shenzhen Yitian is valid,

binding and enforceable in accordance with its terms and applicable PRC laws currently in effect, and will not violate any applicable

PRC laws currently in effect.

However, VIYI has been further advised by its PRC counsel that there are substantial uncertainties regarding

the interpretation and application of the current and future PRC laws and regulations, and there can be no assurance that the PRC Authorities

will not take a view that is contrary to or otherwise different from the opinions stated above.

the PRC government finds that these contractual arrangements do not comply with its restrictions on foreign investment in the telecommunication

business and certain other businesses, or if the PRC government otherwise finds that VIYI, the VIEs, or any of its subsidiaries is in

violation of PRC laws or regulations or lacks the necessary permits or licenses to operate its business, the relevant PRC regulatory

authorities, including the MIIT and the Ministry of Commerce of the People’s Republic of China (“MOFCOM”), would have

broad discretion in dealing with such violations or failures, including:

the business licenses and/or operating licenses of such entities;

● discontinuing

or placing restrictions or onerous conditions on its operation through any transactions between its PRC subsidiaries and VIEs;

fines, confiscating the income from VIYI’s PRC subsidiaries or the VIEs, or imposing other requirements with which they may not

be able to comply;

VIYI to restructure ownership structure or operations, including terminating the contractual arrangements with the VIEs and deregistering

the equity pledges of the VIEs, which in turn would affect its ability to consolidate, derive economic interests from, or exert effective

control over the VIEs;

● restricting

or prohibiting VIYI’s use of the proceeds it receives from its offshore financing activities to finance its business and operations

of these events could cause significant disruption to VIYI’s business operations and severely damage its reputation, which would

in turn materially and adversely affect its business, financial condition and results of operations.

If occurrence of any of these events

results in its inability to direct the activities of the VIEs or assert contractual control rights over the assets of its PRC subsidiaries

that most significantly impacts their economic performance and/or its failure to receive the economic benefits from the VIEs, VIYI may

not be able to consolidate the entities in its consolidated financial statements in accordance with U.S.

GAAP and its shares may decline

in value or become worthless.

uncertainties exist with respect to the enactment timetable, interpretation and implementation of PRC Foreign Investment Law and how

it may impact the viability of VIYI’s current corporate structure, corporate governance and business operations.

March 2019, the Standing Committee of the National People’s Congress of the PRC passed the Foreign Investment Law of the People’s

Republic of China (“Foreign Investment Law”).

Among other things, the Foreign Investment Law defines the “foreign investment”

as the investment activities in China conducted by foreign individuals, enterprises and other organizations (collectively, the “Foreign

Investors”) in a direct or indirectly manner, including any of the following circumstances:

(1) the foreign investor establishes

a foreign-invested enterprise within the territory of China, independently or jointly with any other investor;

(2) the foreign

investor acquires shares, equities, property shares or any other similar rights and interests of an enterprise within the territory of

(3) the foreign investor makes investment to initiate a new project within the territory of China, independently or jointly

with any other investor;

and (4) the foreign investor makes investment in any other way stipulated by laws, administrative regulations

or provisions of the State Council.

The Foreign Investment Law leaves uncertainty with respect to whether Foreign Investors control PRC

onshore variable interest entities via contractual arrangements will be recognized as “foreign investment.” PRC governmental

authorities will administrate foreign investment by applying the principal of pre-entry national treatment together with a “negative

list” (the “Negative List”, which shall be promulgated by or promulgated with approval by the State Counsel), to be

specific, Foreign Investors are prohibited from making any investments in the fields which are catalogued into prohibited industries

for foreign investment based on the Negative List, while Foreign Investors are allowed to make investments in the restricted industries

provided that all the requirements and conditions as set forth in the Negative List have been satisfied;

when Foreign Investors make

investments in the fields other than those included in the Negative List, the national treatment principle shall apply.

Besides, certain

approval and/or filing requirements shall be fulfilled in accordance with applicable foreign investment laws and regulations.

internet content service and online culture activities that our current business combination target, VIYI, conducts through the VIEs

are subject to Special Management Measures for the Market Entry of Foreign Investment (Negative List) (2020 Version) (the “2020

Negative List”) issued by MOFCOM and the National Development and Reform Commission.

It is unclear whether any new “negative

list” to be issued under the Foreign Investment Law will be different from the 2020 Negative List.

If VIYI’s control over

the VIEs through contractual arrangements are deemed as foreign investment in the future, and any business of the VIEs is restricted

or prohibited from foreign investment under the “negative list” effective at the time, VIYI may be deemed to be in violation

of the Foreign Investment Law, the contractual arrangements that allow VIYI to have control over the VIEs may be deemed as invalid and

illegal, and VIYI may be required to unwind such contractual arrangements and/or restructure its business operations, any of which may

have a material adverse effect on its business operation.

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

and operating businesses in the PRC.

may be subject to certain risks associated with acquiring and operating business in the PRC in our search for a business combination

and operation of any target business with which we ultimately consummate a business combination.

certain rules and regulations concerning mergers and acquisitions by foreign investors in the PRC may make merger and acquisition activities

by foreign investors more complex and time consuming, including, among others:

requirement that the MOFCOM be notified in certain circumstances in advance of any change-of-control transaction in which a foreign investor

takes control of a PRC domestic enterprise or any concentration of undertaking if certain thresholds are triggered;

authority of certain government agencies to have scrutiny over the economics of an acquisition transaction and requirement for consideration

in a transaction to be paid within stated time limits;

requirement for mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers

and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security”

concerns to be subject to strict review by the MOFCOM.

disclosed above, our current business combination target, VIYI, operates its business through its PRC Subsidiaries in the PRC pursuant

to a VIE structure.

Accordingly, our proposed business combination is subject to these risks.

with these and other requirements could be time-consuming, and any required approval processes, including obtaining approval from the

MOFCOM or its local counterparts, may delay or inhibit our ability to complete such transactions, which could affect our ability to acquire

PRC-based businesses.

A business combination we propose may not be able to be completed if the terms of the transaction do not satisfy

aspects of the approval process and may not be completed, even if approved, if they are not consummated within the time permitted by

the approvals granted.

addition, the PRC currently prohibits and/or restricts foreign ownership in certain “important industries,” including telecommunications,

food production and heavy equipment.

There are uncertainties under certain regulations whether obtaining a majority interest through

contractual arrangements will comply with regulations prohibiting or restricting foreign ownership in certain industries.

assurance that the PRC government will not apply restrictions in other industries.

In addition, there can be restrictions on the foreign

ownership of businesses that are determined from time to time to be in “important industries” that may affect the national

economic security or those having “famous brand names” or “well-established brand names.” Subject to the review

and approval requirements of the relevant agencies and the various percentage ownership limitations that exist from time to time, acquisitions

involving foreign investors and parties in the various restricted categories of assets and industries may nonetheless sometimes be consummated

using contractual arrangements with permitted local parties.

If we choose to effect a business combination that employs the use of these

types of contractual arrangements, these arrangements may not be as effective in providing us with the same economic benefits, accounting

consolidation or control over a target business as would direct ownership due to limited implementation guidance provided with respect

to such regulations.

If the government of the PRC finds that the agreements we entered into to acquire control of a target business through

contractual arrangements with one or more operating businesses do not comply with local governmental restrictions on foreign investment,

or if these regulations or the interpretation of existing regulations change in the future, we could be subject to significant penalties

or be forced to relinquish our interests in those operations.

If, for example, our potential initial business combination is with a target

company operating in the PRC in “important industries”, the transaction may be subject to the PRC government’s review,

and we may have to spend additional resources and incur additional time delays to complete any such business combination.

guarantee that we can receive such approval in a timely manner, and we may also be prevented from pursuing certain investment opportunities

if the PRC government considers that the potential investments will result in a significant national security issue.

Since our business

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

to consummate a business combination), and the approval process may take a period longer than we expect before we enter into a definitive

agreement with a target company, we may be unable to complete a business combination within 12 months from the closing of the IPO (or

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

we effect our initial business combination with a business located in the PRC, a substantial portion of our operations may be conducted

in the PRC, and a significant portion of our net revenues maybe derived from customers where the contracting entity is located in the

Accordingly, our business, financial condition, results of operations, prospects and certain transactions we may undertake may be

subject, to a significant extent, to economic, political and governmental and legal developments, laws and regulations in the PRC.

instance, all or most of our material agreements may be governed by PRC law and we may have difficulty in enforcing our legal rights

because the system of laws and the enforcement of existing laws in the PRC may not be as certain in implementation and interpretation

as in the United States.

In addition, contractual arrangements we enter into with potential future subsidiaries and affiliated entities

or acquisitions of offshore entities that conduct operations through affiliates in the PRC may be subject to a high level of scrutiny

by the relevant PRC tax authorities.

We may also be subject to restrictions on dividend payments after we consummate a business combination

and if we rely on dividends and other distributions from our operating company to provide us with cash flow and to meet our other obligations.

arrangements we enter into with potential future subsidiaries and affiliated entities or acquisitions of offshore entities that conduct

operations through affiliates in the PRC may be subject to a high level of scrutiny by the relevant tax authorities.

the laws of the PRC, arrangements and transactions among related parties may be subject to audit or challenge by the relevant tax authorities.

If any of the transactions we enter into with potential future subsidiaries and affiliated entities are found not to be on an arm’s-length

basis, or to result in an unreasonable reduction in tax under local law, the relevant tax authorities may have the authority to disallow

any tax savings, adjust the profits and losses of such potential future local entities and assess late payment interest and penalties.

A finding by the relevant tax authorities that we are ineligible for any such tax savings, or that any of our possible future affiliated

entities are not eligible for tax exemptions, would substantially increase our possible future taxes and thus reduce our net income and

the value of a shareholder’s investment.

In addition, in the event that in connection with an acquisition of an offshore entity

that conducted its operations through affiliates in the PRC, the sellers of such entities failed to pay any taxes required under local

law, the relevant tax authorities could require us to withhold and pay the tax, together with late-payment interest and penalties.

occurrence of any of the foregoing could have a negative impact on our operating results and financial condition.

the government of the PRC finds that the agreements we entered into to acquire control of a target business through contractual arrangements

with one or more operating businesses, or VIE Agreements, do not comply with local governmental restrictions on foreign investment, or

if these regulations or the interpretation of existing regulations change in the future, we could be subject to significant penalties

or be forced to relinquish our interests in those operations or we could be unbale to assert our contractual control rights over the

assets of the post-combination target company, which could cause the value of our common stock to depreciate significantly or become

PRC currently prohibits and/or restricts foreign ownership in certain “important industries” or businesses, including telecommunications,

food production and heavy equipment, or those having “famous brand names” or “well-established brand names.”

There are uncertainties under certain regulations whether obtaining a majority interest through contractual arrangements will comply

with regulations prohibiting or restricting foreign ownership in certain industries.

Moreover, the PRC may apply restrictions in other

industries in the future.

In addition, there can be restrictions on the foreign ownership of businesses that are determined from time

to time to be in “important industries” that may affect the national economic security.

we or any of our potential future target businesses are found to be in violation of any existing or future local laws or regulations

(for example, if we are deemed to be holding equity interests in certain of our affiliated entities in which direct foreign ownership

is prohibited), the relevant regulatory authorities might have the discretion to:

the business and operating licenses of the potential future target business;

relevant income and impose fines and other penalties;

● discontinue

or restrict the operations of the potential future target business;

us or the potential future target business to restructure the relevant ownership structure or operations;

or prohibit our use of funds to finance our businesses and operations in the relevant jurisdiction;

conditions or requirements with which we or the potential future target business may not be able to comply.

we acquire control of a target business through contractual arrangements with one or more operating businesses in the PRC, such contracts

may not be as effective in providing operational control as direct ownership of such business and may be difficult to enforce.

current business combination target, VIYI, operates its business through its PRC Subsidiaries in the PRC pursuant to a VIE structure,

our proposed business combination is subject to these risks.

regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries

and Chinese subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or our

PRC resident beneficial owners to liability and penalties under PRC laws.

July 2014, The State Administration of Foreign Exchange of the PRC, or the State Administration of Foreign Exchange (“SAFE”)

promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and

Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37.

SAFE Circular 37 requires PRC residents (including

PRC individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents for foreign exchange administration

purpose) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities.

Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in

SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments

in offshore special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches.

any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch

of SAFE with respect to that SPV, to reflect any material change, including, among other things, any major change of a PRC resident shareholder,

name or term of operation of the SPVs, or any increase or reduction of the SPVs’ registered capital, share transfer or swap, merger

Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration

with the local branch of SAFE.

If any PRC shareholder of such SPV fails to make the required registration or to update the previously

filed registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital

reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions

into its subsidiary in China.

On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration

Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015.

Under SAFE Notice 13, applications for foreign

exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under

SAFE Circular 37, will be filed with qualified banks instead of SAFE or its branches.

The qualified banks will directly examine the applications

and accept registrations under the supervision of SAFE.

cannot provide assurance that our shareholders that are PRC residents comply with all of the requirements under SAFE Circular 37 or other

related rules.

Failure or inability of our PRC resident shareholders to comply with the registration procedures set forth in these regulations

may subject us to fines and legal sanctions, restrict our cross-border investment activities, limit the ability of our wholly foreign-owned

subsidiary in China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation to us, and

we may also be prohibited from injecting additional capital into the subsidiary.

Moreover, failure to comply with the various foreign

exchange registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange

restrictions.

As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected.

as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving,

it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted,

amended and implemented by the relevant government authorities.

For example, we may be subject to a more stringent review and approval

process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings,

which may adversely affect our financial condition and results of operations.

In addition, if we decide to acquire a PRC domestic company,

we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete

the necessary filings and registrations required by the foreign exchange regulations.

This may restrict our ability to implement our

acquisition strategy and could adversely affect our business and prospects.

PRC government exerts substantial influence over the manner in which companies, including VIEs, must conduct their business activities.

If in the future our business combination target was required to obtain approval from Chinese authorities to list on U.S.

we may not be able to continue listing on U.S.

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

PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through

regulation and state ownership.

The ability of our business combination target to operate in China may be harmed by changes in its laws

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

data security, anti-monopoly policies or local PRC governments may impose new, stricter regulations or interpretations of existing

regulations that would require additional expenditures and efforts to ensure its compliance with such regulations or interpretations.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return

to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant

effect on economic conditions in the PRC or particular regions thereof, and could require our target to divest itself of any interest

it then hold in Chinese properties.

Additionally,

on July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State

Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities, or the Opinions, which emphasized the

need to strengthen administration over illegal securities activities and supervision of overseas listings by China-based companies.

The Opinions proposed promoting regulatory systems to deal with risks facing China-based overseas-listed companies, and provided

that the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and

will clarify the duties of domestic regulatory authorities.

However, the Opinions did not provide detailed rules and regulations.

a result, uncertainties remain regarding the interpretation and implementation of the Opinions.

such, our business combination target, and its VIE’s, business segments may be subject to various government and regulatory interference

in the provinces in which they operate.

They could be subject to regulation by various political and regulatory entities, including

various local and municipal agencies and government sub-divisions.

Further, they may incur increased costs necessary to comply with

existing and newly adopted laws and regulations or penalties for any failure to comply.

Furthermore, it is uncertain when and whether

our business combination target will be required to obtain permission from the PRC government to list on U.S.

exchanges in the future,

and even when such permission is obtained, whether it will be denied or rescinded.

Although our business combination target is currently

not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any

denial to list on the U.S.

exchange, it’s operations could be adversely affected, directly or indirectly, by existing or future

laws and regulations relating to its business or industry.

we expressly exclude any target whose financial statements are audited by an accounting firm that is not subject to PCAOB inspection,

we cannot assure you that certain existing or future U.S.

laws and regulations may restrict or eliminate our ability to complete a business

combination with certain companies, particularly those target companies in China.

Public Company Accounting Oversight Board, or PCAOB is currently unable to conduct inspections on accounting firms in the PRC without

the approval of the Chinese government authorities.

The auditor and its audit work in the PRC may not be inspected fully by the PCAOB.

Inspections of other auditors conducted by the PCAOB outside China have at times identified deficiencies in those auditors’ audit

procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality.

The lack of PCAOB inspections of audit work undertaken in China prevents the PCAOB from regularly evaluating the PRC auditor’s

audits and its quality control procedures.

future developments in U.S.

laws may restrict our ability or willingness to complete certain business combinations with companies.

instance, the recently enacted HFCAA would restrict our ability to consummate a business combination with a target business unless that

business met certain standards of the PCAOB and would require delisting of a company from U.S.

national securities exchanges if the PCAOB

is unable to inspect its public accounting firm for three consecutive years.

The HFCAA also requires public companies, specifically,

those based in China, to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those

based in China.

As a result, we expressly exclude any target if the PCAOB is not able to inspect its auditor for three consecutive years

and thus, we may not be able to consummate a business combination with a favored target business due to these laws.

Additionally,

other developments in U.S.

laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.)

13959, “Addressing the Threat from Securities Investments That Finance Communist Chinese Military Companies,” may further

restrict our ability to complete a business combination with certain China-based businesses.

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

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

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

auditors who are not inspected by the PCAOB.

April 21, 2020, the Chairman of the SEC and the Chairman of the PCAOB, along with other senior SEC staff, released a joint statement

highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China.

The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China

and higher risks of fraud in emerging markets.

May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily

operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board

of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company

based on the qualifications of the company’s auditors.

May 20, 2020, the U.S.

Senate passed the Holding Foreign Companies Accountable Act (“HFCA Act”) requiring a foreign

company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the

company uses a foreign auditor not subject to PCAOB inspection.

If the PCAOB is unable to inspect the company’s auditors for three

consecutive years, the issuer’s securities are prohibited to trade on a national exchange.

On December 2, 2020, the U.S.

of Representatives approved the Holding Foreign Companies Accountable Act.

On December 18, 2020, the Holding Foreign Companies Accountable

Act was signed into law.

On June 22, 2021, the U.S.

Senate passed the Accelerating Holding Foreign Companies Accountable Act.

bill, if enacted, would shorten the three-consecutive-year compliance period under the HFCA Act to two consecutive years.

On December 2,

2021, the SEC adopted final amendments implementing congressionally mandated submission and disclosure requirements of the Holding Foreign

Companies Accountable Act.

lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the

auditors based in China.

As a result, the investors may be deprived of the benefits of such PCAOB inspections.

The inability of the PCAOB

to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit

procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections.

auditor of our business combination target is subject to laws in the United States pursuant to which the PCAOB conducts regular

inspections to assess its compliance with the applicable professional standards.

VIYI’s auditor is headquartered in Manhattan,

New York, and has been inspected by the PCAOB on a regular basis with the last inspection in June 2018.

Therefore, it is not

subject to the determinations announced by the PCAOB on December 16, 2021.

However, in the event the PRC authorities would further

strengthen regulations over auditing work of Chinese companies listed on the U.S.

stock exchanges, which would prohibit our business

combination target’s current auditor to perform work in China, then they would need to change its auditor and the audit workpapers

prepared by such new auditor may not be inspected by the PCAOB without the approval of the PRC authorities, in which case the PCAOB may

not be able to fully evaluate the audit or the auditors’ quality control procedures.

Furthermore, we cannot assure you whether

the SEC, Nasdaq or other regulatory authorities would apply additional and more stringent criteria to our business combination target

after considering the effectiveness of its auditor’s audit procedures and quality control procedures, adequacy of personnel and

training, or sufficiency of resources, geographic reach or experience as it relates to the audit of VIYI’s financial statements.

The requirement in the HFCA Act that the PCAOB be permitted to inspect the issuer’s public accounting firm within three years,

may result in the delisting in the future if the PCAOB is unable to inspect their accounting firm at such future time.

a result of merger and acquisition regulations implemented on September 8, 2006 (amended on June 22, 2009) relating to acquisitions of

assets and equity interests of Chinese companies by foreign persons, it is expected that acquisitions will take longer and be subject

to economic scrutiny by the PRC government authorities such that we may not be able to complete a transaction.

September 8, 2006, the Ministry of Commerce, together with several other government agencies, promulgated the Regulations on Merger and

Acquisition of Domestic Enterprises by Foreign Investors (the “M&A Regulations”, including its amendment on June 22,

2009), which implemented a comprehensive set of regulations governing the approval process by which a Chinese company may participate

in an acquisition of its assets or its equity interests and by which a Chinese company may obtain public trading of its securities on

a securities exchange outside the PRC.

Although there was a complex series of regulations in place prior to September 8, 2006 for approval

of Chinese enterprises that were administered by a combination of provincial and centralized agencies, the M&A Regulations have largely

centralized and expanded the approval process to the Ministry of Commerce, the State Administration of Industry and Commerce (“SAIC”),

SAFE or its branch offices, the State Asset Supervision and Administration Commission (“SASAC”), and the CSRC.

on the structure of the transaction, these M&A Regulations will require the Chinese parties to make a series of applications and

supplemental applications to one or more of the aforementioned agencies, some of which must be made within strict time limits and depending

on approvals from one or the other of the aforementioned agencies.

The application process has been supplemented to require the presentation

of economic data concerning a transaction, including appraisals of the business to be acquired and evaluations of the acquirer which

will permit the government to assess the economics of a transaction in addition to the compliance with legal requirements.

approvals will have expiration dates by which a transaction must be completed.

Also, completed transactions must be reported to the Ministry

of Commerce and some of the other agencies within a short period after closing or be subject to an unwinding of the transaction.

acquisitions in China may not be able to be completed because the terms of the transaction may not satisfy aspects of the approval process

and may not be completed, even if approved, if they are not consummated within the time permitted by the approvals granted.

with the PRC Antitrust law may limit our ability to effect our initial business combination.

PRC Antitrust Law became effective on August 1, 2008.

The government authorities in charge of antitrust matters in China are the Antitrust

Commission and other antitrust authorities under the State Council.

PRC Antitrust Law regulates (1) monopoly agreements, including decisions or actions in concert that preclude or impede competition, entered

into by business operators;

(2) abuse of dominant market position by business operators;

and (3) concentration of business operators

that may have the effect of precluding or impeding competition.

To implement the Antitrust Law, in 2008, the State Council formulated

the regulations that require filing of concentration of business operators, pursuant to which concentration of business operators refers

to (1) merger with other business operators;

(2) gaining control over other business operators through acquisition of equity interest

or assets of other business operators;

and (3) gaining control over other business operators through exerting influence on other business

operators through contracts or other means.

In 2009, the Ministry of Commerce, to which the Antitrust Commission is affiliated, promulgated

the Measures for Filing of Concentration of Business Operators (amended by the Guidelines for Filing of Concentration of Business Operators

in 2014), which set forth the criteria of concentration and the requirement of miscellaneous documents for the purpose of filing.

business combination we contemplate may be considered the concentration of business operators, and to the extent required by the Antitrust

Law and the criteria established by the State Council, we must file with the antitrust authority under the PRC State Council prior to

conducting the contemplated business combination.

If the antitrust authority decides not to further investigate whether the contemplated

business combination has the effect of precluding or impeding competition or fails to make a decision within 30 days from receipt of

relevant materials, we may proceed to consummate the contemplated business combination.

If antitrust authority decides to prohibit the

contemplated business combination after further investigation, we must terminate such business combination and would then be forced to

either attempt to complete a new business combination prior to the end of 21 months from the closing of the IPO or we would be required

to return any amounts which were held in the trust account to our stockholders.

When we evaluate a potential business combination, we

will consider the need to comply with the Antitrust Law and other relevant regulations which may limit our ability to effect an acquisition

or may result in our modifying or not pursuing a particular transaction.

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

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

February 3, 2011, the PRC government issued a Notice Concerning the Establishment of Security Review Procedure on Mergers and Acquisitions

of Domestic Enterprises by Foreign Investors, or Security Review Regulations, which became effective on March 5, 2011.

The Security Review

Regulations cover acquisitions by foreign investors of a broad range of PRC enterprises if such acquisitions could result in de facto

control by foreign investors and the enterprises are relating to military, national defense, important agriculture products, important

energy and natural resources, important infrastructures, important transportation services, key technologies and important equipment

manufacturing.

The scope of the review includes whether the acquisition will impact the national security, economic and social stability,

and the research and development capabilities on key national security related technologies.

Foreign investors should submit a security

review application to the Department of Commerce for its initial review for contemplated acquisition.

If the acquisition is considered

to be within the scope of the Security Review Regulations, the Department of Commerce will transfer the application to a joint security

review committee within five business days for further review.

The joint security review committee, consisting of members from various

PRC government agencies, will conduct a general review and seek comments from relevant government agencies.

The joint security review

committee may initiate a further special review and request the termination or restructuring of the contemplated acquisition if it determines

that the acquisition will result in significant national security issue.

Security Review Regulations will potentially subject a large number of mergers and acquisitions transactions by foreign investors in

China to an additional layer of regulatory review.

Currently, there is significant uncertainty as to the implication of the Security

Review Regulations.

Neither the Department of Commerce nor other PRC government agencies have issued any detailed rules for the implementation

of the Security Review Regulations.

If, for example, our potential initial business combination is with a target company operating in

the PRC in any of the sensitive sectors identified above, the transaction will be subject to the Security Review Regulations, and we

may have to spend additional resources and incur additional time delays to complete any such acquisition.

We may also be prevented from

pursuing certain investment opportunities if the PRC government considers that the potential investments will result in a significant

national security issue.

light of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign

exchange, companies with more than one million users’ personal information in China, especially some internet and technology companies,

may not be willing to list on a U.S.

exchange or enter into a definitive business combination agreement with us.

Further, we may also

avoid conduct a business combination with a company with more than one million users’ personal information in China due to the

limited timeline for us to complete a business combination.

initial business combination may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of

confidential and private information, such as personal information and other data.

These laws continue to develop, and the PRC government

may adopt other rules and restrictions in the future.

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

in China are subject to various risks and costs associated with the collection, use, sharing, retention, security, and transfer of confidential

and private information, such as personal information and other data.

This data is wide ranging and relates to our investors, employees,

contractors and other counterparties and third parties.

If we decide to initiate a business combination with a company in China, our

compliance obligations include those relating to the Data Protection Act (As Revised) of the Cayman Islands and the relevant PRC laws

in this regard.

These PRC laws apply not only to third-party transactions, but also to transfers of information between a holding company

and its subsidiaries.

These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future.

Non-compliance

could result in penalties or other significant legal liabilities.

to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7,

2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure

operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases

internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the CAC.

Due to the lack of further interpretations, the exact scope of “critical information infrastructure operator” remains unclear.

On July 10, 2021, the CAC publicly issued the Measures for Cybersecurity Censorship (Revised Draft for Comments) aiming to, upon its

enactment, replace the existing Measures for Cybersecurity Censorship.

The draft measures extend the scope of cybersecurity reviews to

data processing operators engaging in data processing activities that affect or may affect national security, including listing in a

foreign country.

The draft measures require a company holding more than one million personal information to submit its IPO materials

prepared for submission for cybersecurity review before listing on a foreign exchange.

is unclear whether the draft measures will apply to a company planning to list on a U.S.

exchange by business combination with a special

purpose acquisition corporation like us.

If cybersecurity review applies to our business combination with a company holding more than

one million personal information in China, we cannot guarantee that we will receive such approval in a timely manner.

Further, due to

limited business combination period that we have, we may avoid searching for a target and completing an initial business combination

that will be subject to Chinese cybersecurity review.

Therefore, we may avoid searching for a company with one million personal information

in China or a company operating critical information infrastructure in China.

if we were found to be in violation of applicable laws and regulations in China during such review, we could be subject to administrative

penalties, such as warnings, fines, or service suspension.

Therefore, cybersecurity review could materially and adversely affect our

business, financial condition, and results of operations.

addition, the PRC Data Security Law, which was promulgated by the Standing Committee of the National People’s Congress on June

10, 2021 and takes effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates

that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical

protection system for data security.

After the Data Security Law takes effect, if our post-combination entity’s data processing

activities were found to be not in compliance with this law, our post-combination entity could be ordered to make corrections, and under

certain serious circumstances, such as severe data divulgence, we and post- combination entity could be subject to penalties, including

the revocation of our business licenses or other permits.

As a result, we and post-combination entity may be required to suspend our

relevant businesses, shut down our website, take down our operating applications, or face other penalties, which may materially and adversely

affect our business, financial condition, and results of operations.

for example, our potential initial business combination is with a target business operating in the PRC and if the enacted version of

the draft measures mandates clearance of cybersecurity review and other specific actions to be completed by the target business, we may

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

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

of our managerial and financial resources.

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

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

the event we successfully consummate a business combination with a target business with primary operations in the PRC, we will be subject

to restrictions on dividend payments following consummation of our initial business combination.

we consummate our initial business combination, we may rely on dividends and other distributions from our operating company to provide

us with cash flow and to meet our other obligations.

Current regulations in China would permit our operating company in China to pay

dividends to us only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards

and regulations.

In addition, our operating company in China will be required to set aside at least 10% (up to an aggregate amount equal

to half of its registered capital) of its accumulated profits each year.

Such cash reserve may not be distributed as cash dividends.

In addition, if our operating company in China incurs debt on its own behalf in the future, the instruments governing the debt may restrict

its ability to pay dividends or make other payments to us.

we make equity compensation grants to persons who are PRC citizens, they may be required to register with SAFE.

We may also face regulatory

uncertainties that could restrict our ability to adopt equity compensation plans for our directors and employees and other parties under

April 6, 2007, SAFE issued the “Operating Procedures for Administration of Domestic Individuals Participating in the Employee Stock

Ownership Plan or Stock Option Plan of An Overseas Listed Company, also known as “Circular 78.” It is not clear whether Circular

78 covers all forms of equity compensation plans or only those which provide for the granting of shares options.

For any plans which

are so covered and are adopted by a non-PRC listed company, such as our company, after April 6, 2007, Circular 78 requires all participants

who are PRC citizens to register with and obtain approvals from SAFE prior to their participation in the plan.

In addition, Circular

78 also requires PRC citizens to register with SAFE and make the necessary applications and filings if they participated in an overseas

listed company’s covered equity compensation plan prior to April 6, 2007.

We believe that the registration and approval requirements

contemplated in Circular 78 will be burdensome and time consuming.

consummation of business combination with a target business with primary operations in the PRC, we may adopt an equity incentive plan

and make shares option grants under the plan to our officers, directors and employees, whom may be PRC citizens and be required to register

If it is determined that any of our equity compensation plans are subject to Circular 78, failure to comply with such provisions

may subject us and participants of our equity incentive plan who are PRC citizens to fines and legal sanctions and prevent us from being

able to grant equity compensation to our PRC employees.

In that case, our ability to compensate our employees and directors through equity

compensation would be hindered and our business operations may be adversely affected.

scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue

in the future.

PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular,

equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular

698, which became effective in January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which became

effective in February 2015.

Circular 698, where a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC

“resident enterprise” indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise,

being the transferor, may be subject to PRC corporate income tax, if the indirect transfer is considered to be an abusive use of company

structure without reasonable commercial purposes.

As a result, gains derived from such indirect transfer may be subject to PRC tax at

a rate of up to 10%.

Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident

enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable

adjustment to the taxable income of the transaction.

February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698.

Circular 7 has introduced

a new tax regime that is significantly different from that under Circular 698.

Circular 7 extends its tax jurisdiction to not only indirect

transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer

of a foreign intermediate holding company.

In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable

commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public

securities market.

Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated

to pay for the transfer) of the taxable assets.

Where a non-resident enterprise conducts an “indirect transfer” by transferring

the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being

the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority

such indirect transfer.

Using a “substance over form” principle, the PRC tax authority may disregard the existence of the

overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring

As a result, gains derived from such indirect transfer may be subject to PRC corporate income tax, and the transferee or other

person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer

of equity interests in a PRC resident enterprise.

face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions

involving the transfer of shares in our company by investors that are non-PRC resident enterprises.

The PRC tax authorities may pursue

such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation, and request our PRC

subsidiaries to assist in the filing.

As a result, we and non-resident enterprises in such transactions may become at risk of being subject

to filing obligations or being taxed, under Circular 59 or Circular 698 and Circular 7, and may be required to expend valuable resources

to comply with Circular 59, Circular 698 and Circular 7 or to establish that we and our non-resident enterprises should not be taxed

under these circulars, which may have a material adverse effect on our financial condition and results of operations.

PRC tax authorities have the discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital

gains based on the difference between the fair value of the taxable assets transferred and the cost of investment.

We may pursue acquisitions

in the future that may involve complex corporate structures.

If we are considered a non-resident enterprise under the PRC corporate income

tax law and if the PRC tax authorities make adjustments to the taxable income of the transactions under SAT Circular 59 or Circular 698

and Circular 7, our income tax costs associated with such potential acquisitions will be increased, which may have an adverse effect

on our financial condition and results of operations.

Chinese government may exert substantial interventions and influences over the manner in which our post-combination entity must conduct

its business activities that we cannot expect when we enter into a definitive agreement with a target company with major operation in

If the Chinese government establish some new policies, regulations, rules, or laws in the industries where our post-combination

entity is in, our post-combination entity may subject to material changes in its operations and the value of our common stock.

Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through

regulation and state ownership.

Our post-combination entity’s ability to operate in China may be harmed by changes in its laws

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

or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would

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

government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally

planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic

conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

example, the Chinese cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc.

DIDI) and two days later ordered that the company’s app be removed from smartphone app stores.

On July 24, 2021, the General Office

of the Communist Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further

Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which

foreign investment in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from

such, the post-combination entity’s business segments may be subject to various government and regulatory interference in the provinces

in which they operate.

The post-combination entity could be subject to regulation by various political and regulatory entities, including

various local and municipal agencies and government sub-divisions.

We and our post-combination entity may incur increased costs necessary

to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

it is uncertain when and whether we and our post-combination entity will be required to obtain permission from the PRC government to

exchanges or enter into VIE Agreements in the future, and even when such permission is obtained, whether it will be denied

or rescinded.

Although we are currently not required to obtain permission from any of the PRC federal or local government and have not

received any denial to list on the U.S.

exchange or to enter into VIE Agreements, our post-combination operations could be adversely

affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry.

current business combination target and the VIEs are subject to extensive and evolving legal system in the PRC, non-compliance with which,

or changes in which, may materially and adversely affect their business and prospects, and may result in a material change in their operations

and/or the value of their ordinary shares or could significantly limit or completely hinder our ability to offer or continue to offer

securities to investors and cause the value of our securities to significantly decline or be worthless.

companies are subject to various PRC laws, regulations and government policies and the relevant laws, regulations and policies continue

Recently, the PRC government is enhancing supervision over companies seeking listings overseas and some specific business

or activities such as the use of variable interest entities and data security or anti-monopoly.

The PRC government may adopt new measures

that may affect our business combination target and the VIEs’ operations, or may exert more oversight and control over offerings

conducted outside of China and foreign investment in China-based companies, and we, our business combination target and the VIEs

may be subject to challenges brought by these new laws, regulations and policies.

However, since these laws, regulations and policies

are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are

not always uniform and enforcement of these laws, regulations and rules involve uncertainties.

Furthermore, we may be subject to additional,

yet undetermined, laws and regulations, compliance may require our business combination target to obtain additional permits and licenses,

complete or update registrations with relevant regulatory authorities, adjust business operations, as well as allocate additional resources

to monitor developments in the relevant regulatory environment.

However, under the stringent regulatory environment, it may take much

more time for the relevant regulatory authorities to approve new applications for permits and licenses, and complete or update registrations

and we cannot assure you that our business combination target and the VIEs will be able to comply with these laws and regulations in

a timely manner or at all.

The failure to comply with these laws and regulations may delay, or possibly prevent, our business combination

target to conduct business, accept foreign investments, or be listed overseas.

occurrence of any of these events may materially and adversely affect our business and prospects and may result in a material change

in the operations of our business combination target, the value of their equity securities, or could significantly limit or completely

hinder its ability to offer or continue to offer securities to investors.

In addition, if any of changes causes our business combination

target unable to direct the activities of the VIEs or lose the right to receive its economic benefits, it may not be able to consolidate

the VIEs into it’s consolidated financial statements in accordance with U.S.

GAAP, which could cause the value of its ordinary

shares to significantly decline or become worthless.

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

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

are substantial uncertainties regarding the interpretations and application of PRC laws and regulations including, but not limited to,

the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances.

The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement

may involve substantial uncertainty.

The effectiveness and interpretation of newly enacted laws or regulations, including amendments

to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently

adopted or interpreted in a manner different from our understanding of these laws and regulations.

New laws and regulations that affect

existing and proposed future businesses may also be applied retroactively.

We cannot predict what effect the interpretation of existing

or new PRC laws or regulations may have on our post-combination entity’s business.

PRC legal system is a civil law system based on written statutes.

Unlike the common law system, prior court decisions under the civil

law system may be cited for reference but have limited precedential value.

Since these laws and regulations are relatively new and the

PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and the

enforcement of these laws, regulations and rules involves uncertainties.

1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.

overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign

investments in China.

However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may

not sufficiently cover all aspects of economic activities in China.

In particular, the interpretation and enforcement of these laws and

regulations involve uncertainties.

Since PRC administrative and court authorities have significant discretion in interpreting and implementing

statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the

level of legal protection we enjoy.

These uncertainties may affect our judgment on the relevance of legal requirements and our ability

to enforce our contractual rights or tort claims.

In addition, the regulatory uncertainties may be exploited through unmerited or frivolous

legal actions or threats in attempts to extract payments or benefits from us.

the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or

at all and may have retroactive effect.

As a result, we may not be aware of our violation of any of these policies and rules until sometime

after the violation.

In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs

and diversion of resources and management attention.

time to time, our post-combination entity may have to resort to administrative and court proceedings to enforce our legal rights.

since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual

terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection our

post-combination entity enjoys than in more developed legal systems.

Furthermore, the PRC legal system is based in part on government

policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect.

we and our post-combination entity may not be aware of our violation of these policies and rules until sometime after the violation.

Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and

procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect

our business and impede our post-combination entity’s ability to continue its operations.

in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could

have a significant impact upon our ability to operate profitably in the PRC.

post-combination entity may conduct most of our operations and most of our revenue is generated in the PRC.

Accordingly, economic, political

and legal developments in the PRC will significantly affect our post- combination entity’s business, financial condition, results

of operations and prospects.

Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects

on economic conditions in the PRC and the ability of businesses to operate profitably.

Our post-combination entity’s ability to

operate profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations

or their interpretation, particularly those dealing with the Internet, including censorship and other restriction on material which can

be transmitted over the Internet, security, intellectual property, money laundering, taxation and other laws that affect our post-combination

entity’s ability to operate its business.

Securities Regulatory Commission and other Chinese government agencies may exert more oversight and control over foreign investment in

China-based issuers.

Additional compliance procedures may be required in connection with our business combination process, and, if required,

we cannot predict whether we will be able to obtain such approval.

As a result, both you and us face uncertainty about future actions

by the PRC government that could significantly affect our ability to continue to offer securities to investors and cause the value of

our securities to significantly decline or be worthless.

July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly

issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital

market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement

and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system

of extraterritorial application of the PRC securities laws.

Since this document is relatively new, uncertainties still exist in relation

to how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed

implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations

will have on our future business combination with a company with major operation in China.

Therefore, China Securities Regulatory Commission

and other Chinese government agencies may exert more oversight and control over foreign investment in China-based issuers.

compliance procedures may be required in connection with our business combination process, and, if required, we cannot predict whether

we will be able to obtain such approval.

As a result, both you and us face uncertainty about future actions by the PRC government that

could significantly affect our ability to continue to offer securities to investors and cause the value of our securities to significantly

decline or be worthless.

UNRESOLVED STAFF COMMENTS

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

What changed 10-K

Item 1A. Risk Factors