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Item 1A. Risk Factors

2023-03-29 compared with 2022-03-25 · 922 added, 2597 removed, 8 unchanged (100% of the section changed)

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.

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.

Risk Factors.

The following risk factors apply to our business and operations.

These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to our business, financial condition and prospects.

We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business.

The following discussion should be read in conjunction with the financial statements and notes to such financial statements included elsewhere in this Annual Report and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this Annual Report.

Risk Factors Relating to our Business and Industry

We operate in a relatively new and rapidly evolving market.

We provide customers with comprehensive solutions integrating central processing algorithms with software or hardware to streamline their digital services to end users, thereby helping our customers to improve end user satisfaction, achieve direct cost savings, and reduce power consumption.

Our services include algorithm optimization, accelerating computing power without the need for hardware upgrades, lightweight data processing and data intelligence services.

Our business and prospects mainly depend on the continuous development and growth of the central processing algorithm service industry in the PRC.

The development of this industry is affected by numerous factors, including but not limited to technological innovation, user experience, the development of the Internet and Internet-based services, regulatory environment, and macro-economic environment.

The markets for our products and services are relatively new and rapidly developing and are subject to significant challenges.

In addition, our continued growth depends, in part, on our ability to respond to changes in the central processing algorithm service industry, including rapid technological evolution, continued shifts in customer demands, introductions of new products and services and emergence of new industry standards and practices.

Developing and integrating new solutions, products, services or infrastructure could be expensive and time-consuming, and these efforts may not yield the benefits we expect to achieve.

In addition, as the central processing algorithm service industry in China is relatively young, there are few proven methods of projecting customer demand or available industry standards on which we can rely.

Some of our current monetization methods are also in a relatively preliminary stage.

We cannot assure you that our attempts to monetize current applications will continue to be successful, profitable or accepted, and therefore the profit potential of our business is difficult to gauge.

Our growth prospects should be considered in light of the risks and uncertainties that fast-growing early-stage companies with limited operating history in an evolving industry may encounter, including, among others, risks and uncertainties regarding our ability to:

continue to develop new software and related solutions that are appealing to customers;

maintain stable relationships with other key participants in the value chain;

expand products and services into more scenarios and customer bases;

expand into new geographic markets with high growth potential.

Addressing these risks and uncertainties will require significant capital expenditures and allocation of valuable management and employee resources.

We cannot assure you that it will succeed in any of these aspects or that the central processing algorithm service industry in the PRC will continue to grow at a rapid pace.

If we fail to successfully address any of the above risks and uncertainties, then the size of our customer base, our revenue and profits may decline.

Our competitive position and results of operations could be harmed if we do not compete effectively.

The markets for our products and services are characterized by intense competition, new industry standards, limited barriers to entry, disruptive technology developments, short product life cycles, customer price sensitivity and frequent product introductions (including alternatives with limited functionality available at lower costs or free of charge).

Any of these factors could create downward pressure on pricing and profitability and could adversely affect our ability to retain current customers or attract new customers.

Our future success will depend on a continued ability to enhance and integrate our existing products and services, introduce new products and services in a timely and cost-effective manner, meet changing customer expectations and needs, extend our core technology into new applications, and anticipate emerging standards, business models, software delivery methods and other technological developments.

Furthermore, some of our current and potential competitors enjoy competitive advantages such as greater financial, technical, sales, marketing and other resources, broader brand awareness, and access to larger customer bases.

As a result of these advantages, potential and current customers might select the products and services of our competitors, causing a loss of market share to us.

We have a limited operating history, and it may not be able to sustain rapid growth, effectively manage growth or implement business strategies.

We have a limited operating history.

Although we have experienced significant growth since launching our business, our historical performance results and growth rate may not be indicative of our future performance.

We may not be able to achieve similar results or grow at the same rate as it has in the past.

To keep pace with the development of the central processing algorithm service industry in the PRC, we may need to adjust and upgrade our product and service offerings or modify our business model.

These adjustments may not achieve expected results and may have a material and adverse impact on our financial conditions and results of operations.

In addition, our rapid growth and expansion have placed, and is expected to continue to place, a significant strain on our management and resources.

There is no assurance that the future growth of us will be sustained at a similar rate or at all.

We believe that our revenue, expenses and operating results may vary from period to period in response to a variety of factors beyond our control, which primarily include general economic conditions, emergencies and changes in policies, laws and regulations that may affect our business operations and our ability to monitor costs.

In addition, our ability to develop new sources of revenues, diversify monetization methods, attract and retain customers, continue developing innovative technologies, increase brand awareness, expand into new market segments, and adjust to the rapidly changing regulatory environment in the PRC, will also affect our future growth to a great extent.

Therefore, you should not rely on our historical results in predict our future financial performance.

Recent acquisitions could prove difficult to integrate, disrupt the business, dilute shareholder value and strain the resources.

On September 28, 2020, we acquired 100% equity interests of Fe-da Electronics.

Integrating the operations of acquired businesses successfully or otherwise realizing any of the anticipated benefits of acquisitions, including anticipated cost savings and additional revenue opportunities, involves a number of potential challenges.

The failure to meet these integration challenges could seriously harm the financial condition and results of operations of us.

Realizing the benefits of acquisitions depends in part on the integration of operations and personnel.

These integration activities are complex and time-consuming, and we may encounter unexpected difficulties or incur unexpected costs, including:

the inability to achieve the operating synergies anticipated in the acquisitions;

diversion of management attention from ongoing business concerns to integration matters;

consolidating and rationalizing information technology platforms and administrative infrastructures;

complexities associated with managing the geographic separation of the combined businesses and consolidating multiple physical locations;

retaining professionals and other key employees and achieving minimal unplanned attrition;

integrating personnel from different corporate cultures while maintaining focus on providing consistent and high quality service;

demonstrating to the clients and to clients of acquired businesses that the acquisition will not result in adverse changes in client service standards or business focus;

possible cash flow interruption or loss of revenue as a result of transitional matters;

inability to generate sufficient revenue to offset acquisition costs.

Acquired businesses may have liabilities or adverse operating issues that we failed to discover through due diligence prior to the acquisition.

In particular, to the extent that prior owners of any acquired businesses or properties failed to comply with or otherwise violated applicable laws or regulations, or failed to fulfill their contractual obligations to clients, us, as the successor owner, may be financially responsible for these violations and failures and may suffer financial or reputational harm or otherwise be adversely affected.

Similarly, the acquisition targets may not have as robust internal controls over financial reporting as would be expected of a public company.

Acquisitions also frequently result in the recording of goodwill and other intangible assets which are subject to potential impairment in the future that could harm our financial results.

We may also become subject to new regulations as a result of an acquisition, including if we acquire a business serving clients in a regulated industry or acquires a business with clients or operations in a country in which we do not already operate.

In addition, if we finance acquisitions by issuing equity securities, the interests of existing shareholders may be diluted, which could affect the market price of the shares of us.

As a result, if we fail to evaluate properly acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate.

Acquisitions frequently involve benefits related to the integration of operations of the acquired business.

The failure to successfully integrate the operations or otherwise to realize any of the anticipated benefits of the acquisition could seriously harm the results of operations of us.

Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses which could lead to errors in our financial reporting, which could adversely affect our business .

As a subsidiary of WiMi, a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and of the rules and regulations of the Nasdaq Global Market.

However, failure to maintain adequate financial, information technology and management processes and controls of us could result in material weaknesses which could lead to errors in our financial reporting, which could adversely affect our business.

Similarly, as an “emerging growth company,” we would be exempted from the SEC’s internal control reporting requirements.

We may lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting management and auditor attestation requirements in the year in which it is deemed to be a large accelerated filer, which would occur once the market value of our common equity held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter.

In addition, our current controls and any new controls that it develops may become inadequate because of poor design and changes in our business.

Any failure to implement and maintain effective internal controls over financial reporting could adversely affect the results of assessments by our independent registered public accounting firm and their attestation reports.

If we are unable to certify the effectiveness of our internal controls, or if our internal controls have material weaknesses, we may not detect errors timely, our consolidated financial statements could be misstated, it could be subject to regulatory scrutiny and a loss of confidence by our shareholders, which could harm our reputation and business and adversely affect the market price of our securities.

We will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives.

We become part of a public company, we will incur significant legal, accounting and other expenses that it did not incur as a private company.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and the applicable stock exchange.

Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives and may not effectively or efficiently manage our transition into a public company.

Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

For example, we expect these rules and regulations to make it more difficult and more expensive for it to obtain directors and officers liability insurance, and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage.

We cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements.

The impact of these requirements could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

If we fail to keep up with industry trends or technological developments, or develop, acquire, market and offer new products and services, our business, results of operations and financial condition may be materially and adversely affected.

The central processing algorithm service industry is rapidly evolving and is subject to continuous technological changes.

Our success depends on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology and industry developments and offerings to serve the evolving needs of our customers.

Our growth strategy is focused on responding to these types of developments by driving innovation that will enable us to expand business into new growth domains.

Our competitive advantage could be adversely affected if we do not invest enough in new technologies and industrial developments, or if we make the incorrect strategical investment to respond to these developments and to drive innovation.

If we do not sufficiently invest in new technology and industry developments, or evolve and expand our business at sufficient speed and scale, or if we do not make the right strategic investments to respond to these developments and successfully drive innovation, then our services and solutions, results of operations, and ability to develop and maintain a competitive advantage and continue to grow could be negatively affected.

In addition, we operate in a quickly evolving environment, in which there currently are, and we expect will continue to be, new technology developments.

New services or technologies offered by competitors or new entrants may make our offerings less differentiated or less competitive when compared to other alternatives, which may adversely affect our results of operations.

Technological innovations may also require substantial capital expenditures in product development as well as in modification of products, services or infrastructure.

In order to maintain and improve competitiveness and continue to expand our business, we need to introduce constantly new solutions and products and services to satisfy customers’ needs, in order for us to attract new customers and retain existing customers.

Researching and developing new technologies and solutions require significant investment of human resources and capital.

We cannot assure you that any research and development efforts will be successful, or that we will be able to obtain financing to cover such expenditure.

Failure to adapt our products and services to such changes in an effective and timely manner could materially and adversely affect our business, financial condition and results of operations.

Our results of operations could materially suffer in the event of insufficient pricing to enable us to meet profitability expectations.

If we are not able to obtain sufficient pricing for our services and solutions, our revenues and profitability could materially suffer.

The rates we are able to charge for services and solutions are affected by a number of factors, including:

general economic and political conditions;

the competitive environment in our industry;

market price of our service and products provided;

our bargaining power when entering into contract with customers;

our customers’ preferences and desire to reduce their costs;

our ability to accurately estimate, monitor and manage our contract revenues, costs of sales, profit margins and cash flows over the full contract period.

In addition, our profitability with respect to services and solutions for new technologies may be different when compared to the profitability of our current business, due to factors such as the use of alternative pricing, the mix of work and the number of service providers, among others.

The competitive environment the central processing algorithm services industry in the PRC affects our ability to obtain favorable pricing in a number of ways, any of which could have a material negative impact on our results of operations.

The less we are able to differentiate and/or clearly convey the value of our services and solutions, the more risk we face in terms of our services and solutions will be seen as commodities, and price will become the driving factor in selecting a service provider.

In addition, the introduction of new services or products by competitors could reduce our ability to obtain favorable pricing for the services or products that we offer.

Competitors may be willing, at times, to price contracts lower than us in an effort to enter new markets or increase market share.

Further, if competitors develop and implement methodologies that yield greater efficiency and productivity, they may be better positioned to offer similar services at lower prices.

As such, failure to adopt a sufficient pricing policy or adjust our pricing policy in a timely and effective manner could adversely and materially affect our competitive position in the industry, which could adversely and materially affect our operations and financial conditions.

We make significant investments in research and development of new products and services that may not achieve expected returns.

We have made and will continue to make significant investments in research, development, and marketing for existing products, services, and technologies, as well as new technology or new applications of existing technology.

Investments in new technology are speculative.

Commercial success depends on many factors, including but not limited to, innovativeness, developer support, and effective distribution and marketing.

There is no assurance that we will be rewarded from our investments in developing new services and products.

If our customers do not perceive our latest offerings as providing significant new functionality or other value, they may reduce their purchases of services or products, thus unfavorably affecting revenue and profits.

We may not achieve significant revenue from new products and services, or new applications of existing products and services, for several years, if at all.

New products and services may not be profitable, and even if they are profitable, operating margins for some new products, services and businesses may not be as high as the margins we have experienced historically.

Furthermore, developing new technologies is complex and unpredictable, which can require long development and testing periods.

Significant delays in new releases or significant problems in creating new products or offering new services could adversely affect our revenue and profits.

We require a significant amount of capital to fund our research and development investments.

If we cannot obtain sufficient capital on favorable terms or at all, our business, financial condition and prospects may be materially and adversely affected.

Operating our business requires significant, continuous investment in acquiring, maintaining and upgrading contents, services, and technologies.

Historically, we have financed our operations primarily with net cash generated from operating activities, financial support from shareholders and equity financing and loans from third-parties.

As part of our growth strategy, we plan to continue investing substantial capital in research and development activities in the future, which may require us to obtain additional equity or debt financing.

Our ability to obtain additional financing in the future is subject to a number of uncertainties, including but not limited to those relating to:

our future business development, financial condition and results of operations;

general market conditions for financing activities;

macro-economic and other conditions in China and elsewhere.

Although we expect to rely on net cash provided by operating activities and financing through capital markets for liquidity needs as our business continues to grow, and after it becomes a public company, there can be no assurances that we will be successful in our efforts to diversify sources of liquidity.

If we raise additional funds through future issuance of equity or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our ordinary shares.

Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to pay dividends.

This may make it more difficult for us to obtain additional capital to fund our research and development, and pursue business opportunities, including potential acquisitions.

If we are unable to obtain sufficient capital to meet capital needs, then it may not be able to implement growth strategies, which may cause our business, financial condition and general prospects to be materially and adversely affected.

Our success depends on our ability to attract, hire, retain and motivate key management personnel and highly skilled employees.

Our success is largely attributable to the continued commitment and contribution of our directors and key senior management personnel.

Their extensive knowledge and experience in the central processing algorithm service industry as well as their established relationships with our customers, are vital to our business.

There are no assurances that we will be able to retain these key personnel, and the loss any of them without suitable and timely replacements, or the inability to attract and retain qualified personnel may adversely affect our business, results of operations, financial position and general prospects.

As of December 31, 2022, we have a total number of 125 employees.

We believe that our future success depends on our continued ability to attract, hire, retain and motivate qualified and skilled employees, as they are critical in improving our infrastructure and technologies and optimizing our operations.

Competition for recruitment of highly skilled professionals is intense, which could also increase costs to attract and retain talented employees.

We may not be able to hire and retain skilled employees at compensation levels consistent with our existing compensation level and structure.

Some of the companies with which we compete for experienced employees may have greater resources than us do and may be able to offer more attractive terms of employment.

In addition, we invest significant time and resources in training employees to ensure their competitiveness, which increases these employees’ value to competitors who may seek to recruit them.

If we fail to retain these employees, we could incur significant expenses in hiring and training new employees, and our ability to provide services consistently could diminish, resulting in a material adverse effect on our business and ability to sustain profitability.

Moreover, if any member of our management team or any of our other key personnel joins a competitor or forms a competing business, our trade secrets and know-hows may leak which could have a material adverse effect on our business.

Our business depends substantially on the market recognition of our brand and negative media coverage could adversely affect our business.

We believe that enhancing our brand and extending our customer base are cornerstones to sustaining our competitive advantages.

Negative publicity about us and our business, shareholders, affiliates, directors, officers, and other employees, as well as the industry in which we operate, could be devastating and could materially and adversely affect the public perception of our brand, and in turn, reduce the sales of our products and services.

Negative publicity concerning could be related to a wide variety of matters, including:

alleged misconduct or other improper activities committed by our shareholders, affiliates, directors, officers and other employees;

false or malicious allegations or rumors about us or our shareholders, affiliates, directors, officers, and other employees;

user complaints about the quality of our products and services;

governmental and regulatory investigations or penalties resulting from our failure to comply with applicable laws and regulations.

In addition to traditional media, there has been an increasing use of social media platforms and similar devices in China, including instant messaging applications, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of users and other interested people.

The availability of information on instant messaging applications and social media platforms is virtually immediate as our impact without affording us an opportunity for redress or correction.

The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available.

Information concerning us, shareholders, directors, officers and employees may be posted on such platforms at any time.

The risks associated with any such negative publicity or incorrect information cannot be eliminated entirely or mitigated and may materially harm our reputation, business, financial condition and results of operations.

Our failure to protect intellectual property rights may undermine our competitive position.

We believe that our patents, copyrights, trademarks and other intellectual property are essential to the success of us.

We depend to a large extent on the ability to develop and maintain the intellectual property rights relating to our central processing algorithm solutions and products.

We have devoted considerable time and energy to the development and improvement of software, middleware, websites, and intellectual property.

We rely primarily on a combination of patents, copyrights, trademarks and trade secrets laws, and contractual restrictions for the protection of the intellectual property used in our business.

Nevertheless, these provide only limited protection and the actions we take to protect intellectual property rights may not be adequate.

Our trade secrets may become known or be independently discovered by competitors.

We may have no rights or limited rights to stop others’ use of our information, including intellectual property.

Moreover, to the extent that our employees or third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights to such intellectual property.

Furthermore, it is often difficult to maintain and enforce intellectual property rights in China.

Statutory laws and regulations are subject to judicial interpretation and enforcement, and may not be applied consistently due to the lack of clear guidance on statutory interpretation.

Contractual restrictions may be breached by counterparties, and there may not be adequate remedies available to us for any such breach.

Accordingly, we may not be able to effectively protect intellectual property rights or to enforce our contractual rights in China.

Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of company intellectual property.

In the event that we resort to litigation to enforce intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources.

We cannot provide assurance that we will prevail in such litigation.

Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

Our services or solutions could infringe upon the intellectual property rights of others, or we might lose our ability to utilize the intellectual property of others.

We cannot be sure that our services and solutions do not infringe on the intellectual property rights of third parties, and these third parties could claim that we or our clients are infringing upon their intellectual property rights.

These claims could harm our reputation, cause us to incur substantial costs or prevent it from offering some services or solutions in the future.

Any related proceedings could require us to expend significant resources over an extended period.

Any claims or litigation in this area could be time-consuming and costly, damage our reputation and/or require it to incur additional costs to obtain the right to continue to offer a service or solution to our customers.

If we cannot secure this right at all or on reasonable terms, or if it cannot substitute alternative technology, then our results of operations could be materially adversely affected.

The risk of infringement claims against us may increase as we expand upon our industry software solutions.

Additionally, in recent years, individuals and firms have purchased intellectual property assets in order to assert claims of infringement against technology providers and customers that use such technology.

Any such action naming we or our clients could be costly to defend or lead to an expensive settlement or judgment against us.

Moreover, such an action could result in an injunction being ordered against our client or our services or operations, causing further damages.

In addition, we rely on third-party software in providing some of our services and solutions.

If we lose our ability to continue using such software for any reason, including in the event that the software is found to infringe the rights of others, we will need to obtain substitute software or seek alternative means of obtaining the technology necessary to continue to provide such services and solutions.

Our inability to replace such software, or to replace such software in a timely or cost-effective manner, could materially adversely affect our results of operations.

In addition, the application and interpretation of intellectual property right laws as well as the procedures and standards for granting trademarks, patents, copyrights, know-how and other intellectual property rights are constantly evolving and may be uncertain, so we cannot assure you that the courts or regulatory authorities will agree with our legal analysis.

If we are ruled to have violated the intellectual property rights of a third party, we may be liable for infringement activities, or may be prohibited from using the intellectual property rights, and we may incur licensing fees or be forced to develop alternatives.

In this case, our business and financial condition may be materially and adversely affected.

We may not be able to protect our source code from copying if there is an unauthorized disclosure.

Source code, the detailed program commands for our middleware and software programs and solutions, is critical to our business.

Although we license portions of our application and operating system source code to several licensees, we take significant measures to protect the secrecy of large portions of our source code.

If our source code leaks, we might lose future trade secret protection for that code.

It may then become easier for third parties to compete with our products by copying functionality, which could adversely affect our revenue and operating margins.

Third parties may register trademarks or domain names or purchase internet search engine keywords that are similar to our trademarks, brand or websites, or misappropriate our data and copy our platform, all of which could cause confusion to our users, divert online customers away from our products and services or harm our reputation.

To divert potential customers from us to such competitors’ or third parties’ websites or platforms, competitors and other third parties may purchase (i) trademarks that are similar to our trademarks and (ii) keywords that are confusingly similar to our brand or websites in the internet search engine advertising programs and in the header and text of the resulting sponsored links or advertisements in order to divert potential customers from us to such competitors’ or third parties’ websites or platforms.

Preventing such unauthorized use is inherently difficult.

If we are unable to prevent such unauthorized use, competitors and other third parties may continue to drive potential customers away from our platform to competing, irrelevant or potentially offensive platform, which could harm our reputation and cause us to lose revenue.

Our business is highly dependent on the proper functioning and improvement of our information technology systems and infrastructure.

Our business and operating results may be harmed by service disruptions, or by our failure to timely and effectively scale up and adjust our existing technology and infrastructure.

Our business depends on the continuous and reliable operation of our information technology (“IT”) systems.

Our IT systems are vulnerable to damage or interruption as a result of fires, floods, earthquakes, power losses, telecommunications failures, undetected errors in software, computer viruses, hacking and other attempts to harm our IT systems.

Disruptions, failures, unscheduled service interruptions or a decrease in connection speeds could damage our reputation and cause our customers and end-users to migrate to our competitors’ platforms.

If we experience frequent or constant service disruptions, whether caused by failures of our own IT systems or those of third-party service providers, then our user experience may be negatively affected, which in turn may have a material and adverse effect on our reputation and business.

We may not be successful in minimizing the frequency or duration of service interruptions.

As the number of our end-users increases and more user data are generated on our platform, it may be required to expand and adjust technology and infrastructure to continue to reliably store and process content.

Our operations depend on the performance of the Internet infrastructure and fixed telecommunications networks in China, which may experience unexpected system failure, interruption, inadequacy or security breaches.

Almost all access to the Internet in China is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology, or the MIIT.

Moreover, we primarily rely on a limited number of telecommunication service providers to provide us with data communications capacity through local telecommunication’s lines and Internet data centers to host our servers.

We have limited access to alternative networks or services in the event of disruptions, failures or other problems with China’s Internet infrastructure or the fixed telecommunication networks provided by telecommunication service providers.

Network flow in China has experienced significant growth during the past few years.

Effective bandwidth and server storage at Internet data centers in large cities such as Beijing and Shenzhen are scarce.

With the expansion of our business, it may be required to upgrade technology and infrastructure to keep up with the increasing traffic on our platform.

We cannot assure you that the Internet infrastructure and the fixed telecommunication networks in China will be able to support the demands associated with the continued growth in the Internet usage.

If we cannot increase our capacity to deliver online services, then it may not be able to expand our customer base, and the adoption of our services may be hindered, which could adversely impact our business and profitability.

In addition, we have no control over the costs of the services provided by telecommunication service providers.

If the prices we pay for telecommunications and Internet services rise significantly, our results of operations may be materially and adversely affected.

Furthermore, if the Internet access fees or other charges to Internet users increase, some users may be prevented from accessing the mobile Internet and thus cause the growth of mobile Internet users to decelerate.

Such deceleration may adversely affect our ability to continue to expand our user base.

We use third-party services and technologies in connection with our business, and any disruption to the provision of these services and technologies to us could result in adverse publicity and a slowdown in the growth of our users, which could materially and adversely affect our business, financial condition and results of operations.

Our business partially depends on services provided by, and relationships with, various third parties.

Some third-party software we use in our operations is currently publicly available and free of charge.

If the owner of any such software decides to charge users or no longer makes the software publicly available, then we may need to incur significant costs to obtain licensing, find replacement software or develop it on our own.

If we are unable to obtain licensing, find or develop replacement software at a reasonable cost, or at all, our business and operations may be adversely affected.

We exercise no control over the third parties with whom we have business arrangements.

If such third parties increase their prices, fail to provide their services effectively, terminate their service or agreements or discontinue their relationships with us, then we could suffer service interruptions, reduced revenues or increased costs, any of which may have a material adverse effect on our business, financial condition and results of operations.

Our insurance policies may not provide adequate coverage for all claims associate with our business operations.

We maintain various insurance policies, such as group personal accident insurance and corporate employee benefits insurance.

However, our insurance coverage is still limited in terms of amount, scope and benefit.

Insurance companies in China offer limited business insurance products.

We do not have any business liability or disruption insurance coverage for our operations in China.

Any business disruption may result in our incurring substantial costs and the diversion of our resources.

Any uninsured business disruption, litigation or legal proceedings or natural disasters, such as epidemics, pandemics or earthquakes, or other events beyond our control could result in substantial costs and the diversion of our management’s attention.

If we are to be held liable for uninsured losses or amounts and claims for insured losses exceeding the limits of our insurance coverage, then our business, financial condition, and results of operations may be materially and adversely affected as a result.

We may be subject to claims, disputes or legal proceedings in the ordinary course of our business.

If the outcome of these proceedings is unfavorable to us, then our business, results of operations and financial condition could be adversely affected.

We may be subject to claims, disputes, or legal proceedings in the ordinary course of our business from time to time, which could adversely affect our business, results of operations and financial condition.

We may receive formal and informal inquiries from governmental authorities and regulators regarding our compliance with applicable laws and regulations, many of which are evolving and subject to interpretation.

Claims arising out of actual or alleged violations of laws could be asserted against us by our employees, customers, media partners, competitors, governmental entities in civil or criminal investigations and proceedings or other third parties.

These claims could be asserted under a variety of laws, including but not limited to advertising laws, Internet information services laws, intellectual property laws, unfair competition laws, data protection and privacy laws, labor and employment laws, securities laws, real estate laws, tort laws, contract laws, property laws and employee benefit laws.

We may also be subject to lawsuits due to actions by our media partners or advertising customers.

There can be no guarantee that we will be successful in defending ourselves in legal and arbitration actions or in asserting our rights under various laws.

If the outcome of these proceedings is unfavorable to us, then our business, results of operations and financial conditions could be adversely affected.

Even if we are successful in our attempt to defend ourselves in legal and arbitration actions or to assert our rights under various laws, enforcing our rights against the various parties involved may be expensive, time-consuming and ultimately futile.

These actions may expose us to negative publicity, substantial monetary damages and legal defense costs, injunctive relief, and criminal and civil fines and penalties, including but not limited to suspension or revocation of our licenses to conduct business.

We may need additional capital to support or expand our business, and we may be unable to obtain such capital in a timely manner or on acceptable terms, if at all.

Although we believe that our anticipated cash flows from operating activities, together with cash on hand, will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for the next twelve months, we cannot assure you this will be the case.

We may also need additional cash resources in the future if it pursues opportunities for investments, acquisitions or similar actions.

If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities.

The issuance and sale of additional equity would result in further dilution to our shareholding.

The incurrence of indebtedness would result in increased fixed obligations and could result in operational and financial covenants that would restrict our operations.

We have historically used bank borrowings to partially finance operations.

We cannot assure you that additional financing will be available in amounts sufficient or on terms acceptable to us, if at all.

We are a “controlled company” within the meaning of the applicable Nasdaq listing rules and, as a result, will qualify for exemptions from certain corporate governance requirements.

If we rely on these exemptions, you will not have the same protections afforded to shareholders of companies that are subjected to such requirements.

WiMi controls 65.9% of the voting power of our outstanding ordinary shares.

As a result, we are a “controlled company” within the meaning of applicable Nasdaq Stock Market Rules.

Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company.” For so long as we remain a controlled company under that definition, it is permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors or that we must establish a nominating committee and a compensation committee composed entirely of independent directors.

As a result, you will not have the same protection afforded to shareholders of companies that are subjected to these corporate governance requirements.

Our business may be materially and adversely affected by the effects of natural disasters, health epidemics or similar situation.

In particular, the COVID-19 pandemic has already and may continue to cause negative impacts to our business, results of operations and financial condition.

Our business could be materially and adversely affected by natural disasters, such as earthquakes, floods, blizzards, typhoons or fire accidents, epidemics such as avian flu, swine flu, Severe Acute Respiratory Syndrome (or SARS), Ebola, Zika, COVID-19, or other events, such as acts of war, terrorism, environmental accidents, power shortages or communication interruptions.

Since the beginning of 2020, the COVID-19 pandemic has caused temporary closures of shops and facilities in China and around the world.

Our business growth in 2021 and 2022 was negatively affected as a result of the COVID-19 pandemic, and we incurred additional implementation costs and general and administrative expenses, which resulted in a decrease in our operating income and net income in 2022.

As COVID-19 has negatively affected the broader Chinese economy and the global economy, China may continue to experience lower domestic consumption, higher unemployment, severe disruptions to exporting of goods to other countries and greater economic uncertainty, all of which may materially and adversely affect our business and results of operations.

Potential impacts of the COVID-19 pandemic include, but not limited to the following aspects:

Temporary closure of offices, travel restrictions or business suspension of our customers’ business have already affected and may continue to adversely affect the demand for our services;

Our suppliers may experience supply chain disruption, which could significantly reduce goods supply;

Our customers may request additional time for payment or may not pay us at all, which could significantly increase the amount and turnover days of our trade receivables, and require us to record additional allowance for doubtful accounts.

For the years ended December 31, 2021, and 2022, we did not experience significant collection issues;

Any precautionary measure taken to minimize the risks of COVID-19, including travel restriction, quarantine, provisional request of remote work for employees, cancellation or postponement of industry activities and business travel, could damage our efficiency and productivity during the above-mentioned period and incur additional costs, slow down the brand promotion and marketing efforts, causing short-term fluctuation to our results of operations.

Due to the uncertain nature

of the COVID-19 pandemic, it is impossible to reasonably estimate the financial impact brought by the outbreak and countermeasures of

COVID-19 pandemic for the time being.

In the last several months, the Chinese government has eased COVID-related restrictions and lifted

lockdown measures, shifting away from its “zero-COVID” policy, which changes were followed by spikes in the number of COVID

cases across mainland China.

The effects of the COVID-19 pandemic, including as a result of restrictive quarantine measures imposed by

the Chinese government and increased infection rates when such restrictions were lifted or eased, have adversely affected our business,

and may continue to adversely affect our business, perhaps significantly, in 2023 and beyond.

The extent of the impact will depend on

the nature, severity, and duration of the ongoing effects of the COVID-19 pandemic, particularly in mainland China where our operations

are primarily located.

During such an epidemic outbreak, China may adopt certain hygiene measures, those restrictive measures adversely

affected and slowed down the national economic development during that period.

As a result of the ongoing COVID-19 pandemic, our operation is expected to experience slowdown.

Our business could be materially and adversely affected if the economic slowdown or suspension continues for a long period.

For example, the effects of a subvariant of the Omicron variant of COVID-19, which may spread faster than the original Omicron variant, as well as the effects of any new variants and subvariants which may develop, including any actions taken by governments, may have the effect of increasing the already-existing supply chain problems or slowing our sales.

The extent to which this pandemic impacts our results of operations will depend on future developments which are highly uncertain and unpredictable, including new outbreaks of COVID-19, the severity of the virus infection, the effectiveness and availability of vaccines, and future actions us or the authorities may take in response to these developments.

We may be materially and adversely affected by the complexity, uncertainties and changes in PRC regulation of the Internet industry and companies.

In the opinion of our PRC counsel, our subsidiaries in the PRC currently have obtained the necessary permits and licenses to operate our business in China.

However, the PRC government extensively regulates the Internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the Internet industry.

These Internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty.

As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violations of applicable laws and regulations.

Issues, risks and uncertainties relating to PRC regulations of the Internet business include, but are not limited to, the following:

There are uncertainties relating to the regulation of the Internet business in China, including evolving licensing practices and the requirement for real-name registrations.

Permits, licenses or operations at some of our subsidiaries and PRC variable interest entity levels may be subject to challenge, we may not be able to timely obtain or maintain all the required licenses or approvals, permits, or to complete filing, registration or other formalities necessary for our present or future operations, and we may not be able to renew certain permits or licenses or renew certain filing or registration or other formalities.

The evolving PRC regulatory system for the Internet industry may lead to the establishment of new regulatory agencies.

For example, in May 2011, the State Council announced the establishment of a new department, the State Internet Information Office.

The primary role of this new agency is to facilitate the policy-making and legislative development in this field to direct and coordinate with the relevant departments in connection with online content administration and to deal with cross-ministry regulatory matters in relation to the Internet industry.

We are unable to determine what policies this new agency or any new agencies to be established in the future may have or how they may interpret existing laws, regulations and policies and how they may affect us.

Further, new laws, regulations or policies may be promulgated or announced that will regulate Internet activities, including online video and online advertising businesses.

If these new laws, regulations or policies are promulgated, additional licenses may be required for our operations.

If our operations do not comply with these new regulations after they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties, and our business could be disrupted.

The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the Internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, Internet businesses in China, including our business.

There are also risks that we may be found to violate the existing or future laws and regulations given the uncertainty and complexity of China’s regulation of Internet business.

Our business generates and processes a large amount of data, and we are required to comply with PRC laws and regulations relating to cyber security.

These laws and regulations could create unexpected costs, subject us to enforcement actions for compliance failures, or restrict portions of our business or cause us to change our data practices or business model.

Our business generates and processes a large quantity of data.

We face risks inherent in handling and protecting large volume of data.

In particular, we face a number of challenges relating to data we collect through our game distribution platform, including:

protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper use by our employees;

addressing concerns related to privacy and sharing, safety, security and other factors;

complying with applicable laws, rules and regulations relating to the collection, use, storage, transfer, disclosure and security of personal information, including any requests from regulatory and government authorities relating to this data.

Governments around the world, including the PRC government, have enacted or are considering legislation related to online businesses.

There may be an increase in legislation and regulation related to the collection and use of anonymous internet user data and unique device identifiers, such as IP address or mobile unique device identifiers, and other data protection and privacy regulation.

The PRC regulatory and enforcement regime with regard to data security and data protection is evolving.

We may be required by Chinese governmental authorities to share personal information and data that we collect to comply with PRC laws relating to cybersecurity.

All these laws and regulations may result in additional expenses to us, and any non-compliance may subject us to negative publicity which could harm our reputation and negatively affect the trading price of our ordinary shares.

There are also uncertainties with respect to how these laws will be implemented in practice.

PRC regulators have been increasingly focused on regulation in the areas of data security and data protection.

We expect that these areas will receive greater attention and focus from regulators, as well as attract continued or greater public scrutiny and attention going forward, which could increase our compliance costs and subject it to heightened risks and challenges associated with data security and protection.

If we are unable to manage these risks, we could become subject to penalties, fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected.

In addition, regulatory authorities around the world have recently adopted or are considering a number of legislative and regulatory proposals concerning data protection.

These legislative and regulatory proposals, if adopted, and the uncertain interpretations and application thereof could, in addition to the possibility of fines, result in an order requiring that we change our data practices, which could have an adverse effect on our business and results of operations.

We may be liable for improper use or appropriation of personal information provided directly or indirectly by our customers or end users.

We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection.

These laws and regulations are continuously evolving and developing.

The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws.

In particular, there are numerous laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data.

Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

We expect to obtain information about various aspects of our operations as well as regarding our employees and third parties.

We also maintain information about various aspects of our operations as well as regarding our employees.

The integrity and protection of our customer, employee and company data is critical to our business.

Our customers, end users and employees expect that we will adequately protect their personal information.

We are required by applicable laws to keep strictly confidential the personal information that it collects, and to take adequate security measures to safeguard such information.

The PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtained during the course of performing duties or providing services or obtaining such information through theft or other illegal ways.

On November 7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the PRC, or Cyber Security Law, which became effective on June 1, 2017.

Pursuant to the Cyber Security Law, network operators must not, without users’ consent, collect their personal information, and may only collect users’ personal information necessary to provide their services.

Providers are also obliged to provide security maintenance for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.

The Civil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020, and effective from January 1, 2021) provides main legal basis for privacy and personal information infringement claims under the Chinese civil laws.

PRC regulators, including the Cyberspace Administration of China, MIIT, and the Ministry of Public Security have been increasingly focused on regulation in the areas of data security and data protection.

The PRC regulatory requirements regarding cybersecurity are constantly evolving.

For instance, various regulatory bodies in China, including the Cyberspace Administration of China, the Ministry of Public Security and the SAMR, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations.

In April 2020, the Chinese government promulgated Cybersecurity Review Measures, which came into effect on June 1, 2020.

According to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.

In November 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”), which became effective in June 2017.

The CSL is the first PRC law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny.

The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits.

In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020.

Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.

On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments (“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country;

and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad.

The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” The cybersecurity review will also investigate the potential national security risks from overseas IPOs.

On December 28, 2021, the Cyberspace Administration of China jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022, and replaced the former Measures for Cybersecurity Review (2020).

Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

Since we are not an operator, it does not control the personal information of more than one million users and does not collect data that affects or could affect national security.

In the foreseeable future, we will not collect personal information of more than one million users or collect data that affects or may affect national security, and we will not be required to apply for a cybersecurity review under the Cybersecurity Review Measures (2021).

As of the date of this report, we have not received any notification from any PRC government agency regarding any requirement by us to go through a cybersecurity review.

Further, if the enacted version of the Measures for Cybersecurity Review mandates clearance of cybersecurity review and other specific actions to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

Since the Cybersecurity Review Measures are relativity new, the implementation and interpretation are not yet clear.

There are uncertainties about how such regulations will affect us and our listing on Nasdaq.

In the event that the Cyberspace Administration of China determines that we are subject to these regulations, we may be required to be delisted from Nasdaq and we may be subject to fines and penalties.

On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law, which will take effect on September 1, 2021.

The Data Security Law also sets forth the data security protection obligations for entities and individuals handling personal data, including that no entity or individual may acquire such data by stealing or other illegal means, and the collection and use of such data should not exceed the necessary limits The costs of compliance with, and other burdens imposed by, CSL and any other cybersecurity and related laws may limit the use and adoption of our products and services and could have an adverse impact on our business.

On August 20, 2021, the Standing Committee of the NPC approved the Personal Information Protection Law (“PIPL”), which will become effective on November 1, 2021.

The PIPL regulates collection of personal identifiable information and seeks to address the issue of algorithmic discrimination.

Companies in violation of the PIPL may be subject to warnings and admonishments, forced corrections, confiscation of corresponding income, suspension of related services, and fines.

To implement the security assessment mechanisms for cross-border transfers out of China of data under the Cyber Security Law, the Data Security Law, and the PIPL, the CAC promulgated the Security Assessment Measures, which took effect on September 1, 2022, and published the Security Assessment Guide on August 31, 2022.

Under the Security Assessment Measures, a mandatory security assessment is required for data transfers out of mainland China under any of the following circumstances:

(i) transfer of important data by data processors;

(ii) transfer of personal information by critical information infrastructure operators and data processors that process personal information of more than one million individuals;

(iii) transfer of personal information by data processors that have transferred either personal information of over 100,000 individuals or sensitive personal information of over 10,000 individuals abroad since January 1 of the preceding year;

and (iv) other situations as determined by the CAC.

We understand that the Security Assessment Measures cover (1) overseas transmission and storage by data processors of data generated during PRC domestic operations, and (2) access to or use of the data collected and generated by data processors and stored in the PRC by overseas institutions, organizations, or individuals.

The Security Assessment Measures have retroactive effect for relevant cross-border data transfers out of mainland China conducted prior to September 1, 2022, and data processors have until February 28, 2023, to undergo mandatory security assessment for such prior relevant cross-border data transfers.

To implement the standard contract mechanism for cross-border transfers out of China of personal information under the PIPL, on February 22, 2023, the CAC published the Measures for the Standard Contract for Outbound Cross-Border Transfer of Personal Information, along with the final version of the PRC Standard Contract, which will be effective on June 1, 2023.

Going forward, personal information processors may conclude a PRC Standard Contract with overseas recipients of personal information to comply with PIPL requirements for cross-border transfers out of mainland China of personal information that do not need to undergo a security assessment.

To implement the personal information protection certification mechanism for cross-border transfers out of China of personal information under the PIPL, on November 4, 2022, the CAC and SAMR jointly issued the Notification on the Implementation of Personal Information Protection Certification.

In parallel, on December 16, 2022, the National Information Security Standardization Technical Committee released an updated version of the Certification Specification which provides the general principles and detailed requirements for personal information processors engaging in the cross-border transfer out of mainland China of personal information to meet in order to obtain a personal information protection certification from qualified certification institutions for cross-border transfers out of China of personal information governed by the PIPL.

However, the list of qualified certification institutions has not been released to date.

We are not subject to the cybersecurity review by the CAC, given that:

(i) our products and services are offered not directly to individual users but through our business customers;

(ii) we do not possess a large amount of personal information in our business operations;

and (iii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities.

However, there remains uncertainty as to how the PIPL and the measures promulgated thereunder will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the PIPL.

If any such new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us.

We offer our central processing algorithm services mainly to corporate clients and has limited interactions with individual end-users, which means our potential access or exposure to end-users’ personal identifiable information is limited.

However, in the event us inadvertently accesses or becomes exposed to end-users’ personal identifiable information, through our corporate clients’ end-user-facing applications which access or store end users’ personal identifiable information, then we may face heightened exposure to the PIPL.

We cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws.

In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at all.

Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business, financial condition, and results of operations.

As of the date of this report, our Hong Kong subsidiaries do not have any material operation in Hong Kong and they have not collected, stored, or managed any personal information in Hong Kong.

Therefore, we have concluded that currently it does not expect that laws and regulations in Mainland China on data security, data protection, or cybersecurity to be applied to our Hong Kong subsidiaries or that the oversight of the Cyberspace Administration of China will be extended to our operations outside of Mainland China.

In Hong Kong, the Personal Data (Privacy) Ordinance (Cap.

486) of Hong Kong), or the PDPO, applies to data users, which control the collection, holding, processing or use of personal data in Hong Kong.

Our Hong Kong subsidiaries are subject to the general requirements under PDPO including the need to obtain the prescribed consent of the data subject and to take all practicable steps to protect the personal data held by data users against unauthorized or accidental access, loss or use.

Breaches of the PDPO may lead to a variety of civil and criminal sanctions including fines and imprisonment.

In addition, data subjects have a right to bring proceedings in court to seek compensation for damage.

We cannot guarantee that we are, or will be, in compliance with all applicable international regulations as they are enforced now or as they evolve.

As of the date of this report, our Hong Kong subsidiaries do not have any material operation in Hong Kong and therefore, we believe that the PDPO will not be applied to our Hong Kong subsidiaries.

We and our subsidiaries have a limited customer base and depend on a small number of customers for a significant portion of revenues which may result in heightened concentration risk.

Due to the nature of our

business and our limited operating history, we and our subsidiaries have a limited customer base and have depended on a small number of

customers for a significant portion of revenues.

For the years ended December 31, 2021 and 2022, we had 248 and 173 customers who engaged

us to provide central processing algorithm services and intelligent chips and services business, respectively.

For the years ended December

31, 2021 and 2022, we derived 23.9% and 18.5% of ou r total revenues from a single largest

customer, respectively.

In terms of accounts receivable for the years ended December 31, 2021 and 2022, we derived 45.2% and 57.8% of

our accounts receivable from three largest and two largest customers, respectively.

Our ability to maintain close relationships with our top customers is essential to the growth and profitability of our business.

If we fail to retain these top customers in any particular period, or if a large customer enters into fewer engagements with us, or fail to enter into any engagements with us, or if we fail to develop additional major customers, or if we fail to develop additional major customers, then our revenue could decline, which may adversely affect our results of operations.

We and our subsidiaries depend on a limited number of vendors for a significant portion of our purchase which may result in heightened concentration risk.

We and our subsidiaries, also conduct business with a limited number of vendors.

For the years ended December 31, 2021 and 2022, 61.2% and 11.3% of our total purchases were from three and one vendors, respectively.

In terms of accounts payable for the years ended December 31, 2021 and 2022, 95.8% and 82.4% of our accounts payable were from six and three vendors, respectively.

Our financial results could be materially and adversely affected if any one supplier fails to fulfill our contractual obligations, or if we are unable to find other suppliers to provide the same level of supplies.

In addition, we cannot assure you that performance by third-party vendors will be satisfactory, and if they under-perform, it will have a material adverse effect on the cash flows or profitability of our business.

Risk Factors Relating to Doing Business in China

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 our current corporate structure, corporate governance and business operations.

In 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 China;

(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.

The business that we conduct through our subsidiaries is not subject to Special Management Measures for the Market Entry of Foreign Investment (Negative List) (2021 Version) (the “2021 Negative List”) issued by MOFCOM and the National Development and Reform Commission, but it is unclear whether any new “negative list” to be issued under the Foreign Investment Law will be different from the 2021 Negative List.

If the chops of our PRC subsidiaries and their respective subsidiaries, are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised.

In China, a company chop or seal serves as the legal representation of the company towards third parties even when unaccompanied by a signature.

Each legally registered company in China is required to maintain a company chop, which must be registered with the local Public Security Bureau.

In addition to this mandatory company chop, companies may have several other chops which can be used for specific purposes.

The chops of our PRC subsidiaries are generally held securely by personnel designated or approved by us in accordance with our internal control procedures.

To the extent those chops are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised and those corporate entities may be bound to abide by the terms of any documents so chopped, even if they were chopped by an individual who lacked the requisite power and authority to do so.

In addition, if the chops are misused by unauthorized persons, we could experience disruption to our normal business operations.

We may have to take corporate or legal action, which could involve significant time and resources to resolve while distracting management from our operations.

The PRC government exerts substantial influence over the manner in which we, our subsidiaries must conduct our business activities.

We are currently not required to obtain approval from Chinese authorities to list on U.S.

exchanges, however, if we are required to obtain approval in the future and was denied permission from Chinese authorities to list on U.S.

exchanges, we will not be able to continue listing on U.S.

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

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.

The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.

Our ability to operate in China may be harmed by changes in our laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters.

The central data security, anti-monopoly policies or local PRC governments may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in the PRC or particular regions thereof, and could require us to divest itself of any interest it then hold in Chinese properties.

For example, the Chinese cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc.

DIDI) and two days later ordered that the company’s app be removed from smartphone app stores.

Additionally, on July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities, or the Opinions, which emphasized the need to strengthen administration over illegal securities activities and supervision of overseas listings by China-based companies.

The Opinions proposed promoting regulatory systems to deal with risks facing China-based overseas-listed companies, and provided that the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will clarify the duties of domestic regulatory authorities.

However, the Opinions did not provide detailed rules and regulations.

As a result, uncertainties remain regarding the interpretation and implementation of the Opinions.

As such, our business segments may be subject to various government and regulatory interference in the provinces in which they operate.

We could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions.

We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

Furthermore, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S.

exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded.

Although we are currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S.

exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry.

We are or may be required to obtain certain permissions from Chinese authorities to issue securities to foreign investors.

We are not currently required to obtain prior approval or prior permission from the CSRC, or any other Chinese regulatory authority under the Chinese laws and regulations currently in effect to issue securities to foreign investors.

On February 17, 2023, the CSRC promulgated a new set of regulations that consists of the Trial Administrative Measures for Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which will become effective on March 31, 2023.

Pursuant to the Trial Measures, we may be required to submit filings to the CSRC following the submission of future overseas listings and the completion of future offerings of our equity securities to foreign investors.

Adverse changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial condition and results of operations.

Substantially all of our revenues are generally sourced from China.

Accordingly, our results of operations, financial condition and prospects are influenced by economic, political and legal developments in China.

Economic reforms begun in the late 1970s have resulted in significant economic growth.

However, any economic reform policies or measures in China may from time to time be modified or revised.

China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, and control of foreign exchange and allocation of resources.

Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government.

In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies.

The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

While the PRC economy has experienced significant growth in the past 30 years, growth has been uneven across different regions and among different economic sectors.

The Chinese government has implemented measures to encourage economic growth and guide the allocation of the resources.

Some of these measures may benefit the overall Chinese economy but may have a negative effect on us.

For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations.

Although the PRC economy has grown significantly in the past decade, that growth may not continue, as evidenced by the slowing of the growth of the PRC economy since 2012.

Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China.

Such developments could adversely affect our business and operating results, lead to reduction in demand for our services and adversely affect our competitive position.

A severe or prolonged downturn in the PRC or global economy and political tensions between the United States and China could materially and adversely affect our business and our financial condition.

The global macroeconomic environment is facing challenges, including the end of quantitative easing by the U.S.

Federal Reserve, the economic slowdown in the Eurozone since 2014 and uncertainties over the impact of Brexit.

The Chinese economy has shown slower growth compared to the previous decade since 2012 and the trend may continue.

There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China.

There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted in market volatility.

If we plan to expand our business internationally and do business cross-border in the future, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for our products and services, impact our competitive position, or prevent us from being able to conduct business in certain countries.

If any new tariffs, legislation, or regulations are implemented, or if existing trade agreements are renegotiated, such changes could adversely affect our business, financial condition, and results of operations.

In particular, there have been heightened tensions in international economic relations between the United States and China.

government has recently imposed, and has recently proposed to impose additional, new, or higher tariffs on certain products imported from China to penalize China for what the U.S.

government characterizes as unfair trade practices.

China has responded by imposing, and proposing to impose additional, new, or higher tariffs on certain products imported from the United States.

Following mutual retaliatory actions for months, on January 15, 2020, the United States and China entered into the Economic and Trade Agreement Between the United States of America and the People’s Republic of China as a phase one trade deal, effective on February 14, 2020.

Although the direct impact of the current international trade tension, and any escalation of such tension, on the AR industry in China is uncertain, the negative impact on general, economic, political and social conditions may adversely impact our business, financial condition and results of operations.

In addition, the recent market panics over the global outbreak of COVID-19 materially and negatively affected the global financial markets in March 2020, which may cause potential slowdown of the global economy.

Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China.

Any severe or prolonged slowdown in the global or Chinese economy and the political tensions between the United States and China may materially and adversely affect our business, financial condition, results of operations and prospects.

The recent joint statement by the SEC and 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

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

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

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

assets held in trust.

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

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

were to occur, we 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

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

Our auditor is registered

with the PCAOB and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s

compliance with the applicable professional standards.

Our auditor, Onestop Assurance PAC, is headquartered in Singapore.

Therefore, our

auditor is subject to the Determination announced by the PCAOB on December 16, 2021.

Moreover, since the PCAOB Determination on December

15, 2022, the PCAOB currently has access to inspect the audit workpapers of our PRC subsidiaries or any PRC-based subsidiary.

Notwithstanding

the foregoing, in the future, if there is any regulatory change or steps taken by the PRC regulators that do not permit Onestop Assurance

PAC to provide audit documentation located in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the

scope of the Determination so that we are subject to the HFCA Act, as the same may be amended, you may be deprived of the benefits of

such inspection which could result in limitation or restriction to our access to the U.S.

capital markets and trading of our securities,

including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCA Act.

However, in the event the PRC authorities would further strengthen regulations over auditing work of Chinese companies listed on the U.S.

stock exchanges, which would prohibit our current auditor to perform work in China, then we would need to change our auditor and the audit

workpapers prepared by our new auditor may not be inspected by the PCAOB without the approval of the PRC authorities, in which case the

PCAOB may not be able to fully evaluate the audit or the auditors’ quality control procedures.

Furthermore, due to the recent developments

in connection with the implementation of the Holding Foreign Companies Accountable Act, we cannot assure you whether the SEC, Nasdaq or

other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s

audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or

experience as it relates to the audit of our financial statements.

The requirement in the HFCA Act that the PCAOB be permitted to inspect

the issuer’s public accounting firm within three years, may result in the delisting of us in the future if the PCAOB is unable to

inspect our accounting firm at such future time.

Uncertainties in the promulgation, interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.

The PRC legal system is a civil law system based on written statutes.

Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the promulgation of new rules and explanations and interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties.

For example, the enforcement of laws and rules and regulations in China can change quickly with little advance notice and there are risks that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our ordinary shares.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.

The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investments in China.

However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China.

In particular, the interpretation and enforcement of these laws and regulations involve uncertainties.

Specifically, rules and regulations in China can change quickly with little advance notice.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights.

However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems.

Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect.

As a result, we may not be aware of our violation of these policies and rules until sometime after the violation.

Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.

We are subject to extensive and evolving legal system in the PRC, non-compliance with which, or changes in which, may materially and adversely affect our business and prospects, and may result in a material change in our operations and/or the value of our 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.

PRC companies are subject

to various PRC laws, regulations and government policies and the relevant laws, regulations and policies continue to evolve.

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

operations, or may exert more oversight and control over offerings conducted outside of China and foreign investment in China-based companies,

and we 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, as we may be subject to additional,

yet undetermined, laws and regulations, compliance may require us to obtain additional permits and licenses, complete or update registrations

with relevant regulatory authorities, adjust our 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 we will be able to comply with these laws and regulations promptly or at all.

The failure to comply with these laws and regulations

may delay, or possibly prevent us to conduct business, accept foreign investments, or be listed overseas.

The occurrence of any of these events may materially and adversely affect our business and prospects and may result in a material change in our operations and/or the value of our ordinary shares or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.

Under the PRC enterprise income tax law, we may be classified as a “PRC resident enterprise”, which could result in unfavorable tax consequences to us and our shareholders and have a material adverse effect on our results of operations and the value of your investment.

Under the PRC enterprise income tax law that became effective on January 1, 2008, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on our worldwide income.

On April 22, 2009, the State Administration of Taxation, or the SAT, issued the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprise on the Basis of De Facto Management Bodies, or SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China.

Further to SAT Circular 82, on August 3, 2011, the SAT issued the Administrative Measures of Enterprise Income Tax of Chinese-Controlled Offshore Incorporated Resident Enterprises (Trial), or SAT Bulletin 45, which became effective on September 1, 2011, to provide more guidance on the implementation of SAT Circular 82.

According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be considered a PRC tax resident enterprise by virtue of having our “de facto management body” in China and will be subject to PRC enterprise income tax on our worldwide income only if all of the following conditions are met:

(a) the senior management and core management departments in charge of our daily operations function have their presence mainly in the PRC;

(b) our financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC;

(c) our major assets, accounting books, company seals, and minutes and files of our board and shareholders’ meetings are located or kept in the PRC;

and (d) not less than half of the enterprise’s directors or senior management with voting rights habitually reside in the PRC.

SAT Bulletin 45 further clarifies the resident status determination, post-determination administration as well as competent tax authorities.

Although SAT Circular 82 and SAT Bulletin 45 only apply to offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise group instead of those controlled by PRC individuals or foreigners, the determination criteria set forth therein may reflect SAT’s general position on how the term “de facto management body” could be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, individuals or foreigners.

We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes even if the standards for “de facto management body” prescribed in the SAT Circular 82 are applicable to us.

However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that the company or any of our subsidiaries outside of China is a PRC resident enterprise for enterprise income tax purposes, we may be subject to PRC enterprise income on our worldwide income at the rate of 25%, which could materially reduce our net income.

In addition, we will also be subject to PRC enterprise income tax reporting obligations.

Although dividends paid by one PRC tax resident to another PRC tax resident should qualify as “tax-exempt income” under the enterprise income tax law, we cannot assure you that dividends by our PRC subsidiaries to our Cayman Islands holding company will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax on dividends, and the PRC tax authorities have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes.

Non-PRC resident holders of our ordinary shares may also be subject to PRC withholding tax on dividends paid by us and PRC tax on gains realized on the sale or other disposition of ordinary shares, if such income is sourced from within the PRC.

The tax would be imposed at the rate of 10% in the case of non-PRC resident enterprise holders and 20% in the case of non-PRC resident individual holders.

In the case of dividends, we would be required to withhold the tax at source.

Any PRC tax liability may be reduced under applicable tax treaties or similar arrangements.

Although our holding company is incorporated in the Cayman Islands, it remains unclear whether dividends received and gains realized by our non-PRC resident holders of our ordinary shares will be regarded as income from sources within the PRC if we are classified as a PRC resident enterprise.

Any such tax will reduce the returns on your investment in our ordinary shares.

We cannot assure you that the PRC tax authorities will not, at their discretion, adjust any capital gains and impose tax return filing and withholding or tax payment obligations with respect to any internal restructuring, and our PRC subsidiaries may be requested to assist in the filing.

Any PRC tax imposed on a transfer of our shares not through a public stock exchange, or any adjustment of such gains would cause us to incur additional costs and may have a negative impact on the value of your investment in the company.

We may not be able to obtain certain benefits under relevant tax treaties on dividends paid by our PRC subsidiaries to us through our Hong Kong subsidiaries.

We are an exempted company with limited liability, used as holding company, incorporated under the laws of the Cayman Islands and as such rely on dividends and other distributions on equity from our PRC subsidiaries, as paid to us through our Hong Kong subsidiaries, to satisfy part of our liquidity requirements.

Pursuant to the PRC Enterprise Income Tax Law, a withholding tax rate of 10% currently applies to dividends paid by a PRC “resident enterprise” to a foreign enterprise investor, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for preferential tax treatment.

Pursuant to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, and Circular 81 issued by the State Administration of Taxation, such withholding tax rate may be lowered to 5% if the PRC enterprise is at least 25% held by a Hong Kong enterprise throughout the 12 months prior to distribution of the dividends and is determined by the relevant PRC tax authority to have satisfied other requirements.

Furthermore, under the Administrative Measures for Non-Resident Enterprises to Enjoy Treatments under Tax Treaties, which became effective in August 2015, the non-resident enterprises shall determine whether they are qualified for preferential tax treatment under the tax treaties and file relevant reports and materials with the tax authorities.

There are also other conditions for benefiting from the reduced withholding tax rate according to other relevant tax rules and regulations.

We cannot assure you that our determination regarding our Hong Kong subsidiaries’ qualification to benefit from the preferential tax treatment will not be challenged by the relevant PRC tax authority or that we will be able to complete the necessary filings with the relevant PRC tax authority and benefit from the preferential withholding tax rate of 5% under the Double Taxation Avoidance Arrangement with respect to dividends to be paid by our PRC subsidiaries to our Hong Kong subsidiaries.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

We face uncertainties regarding the reporting on and consequences of previous private equity financing transactions involving the transfer and exchange of shares in us by non-resident investors.

In February 2015, the SAT issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or SAT Bulletin 7, as amended in 2017.

Pursuant to this bulletin, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax.

As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax.

According to SAT Bulletin 7, “PRC taxable assets” include assets attributed to an establishment in China, immovable properties located in China, and equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes.

When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, features to be taken into consideration include:

whether the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets;

whether the assets of the relevant offshore enterprise mainly consist of direct or indirect investment in China or if our income mainly derives from China;

whether the offshore enterprise and our subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure;

the duration of existence of the business model and organizational structure;

the replicability of the transaction by direct transfer of PRC taxable assets;

and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements.

In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of 25%.

Where the underlying transfer relates to the immovable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation.

SAT Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange.

There is uncertainty as to the application of SAT Bulletin 7.

We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments.

We may be subject to filing obligations or taxed if we are transferor in such transactions, and may be subject to withholding obligations if we are transferee in such transactions under SAT Bulletin 7.

For transfer of shares in us by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Bulletin 7.

As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that we should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and substantially all of our current operations are conducted in China.

In addition, most of our current directors and officers are nationals and residents of countries other than the United States.

As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S.

federal securities laws or otherwise.

Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

Implementation of labor laws and regulations in China may adversely affect our business and results of operations.

Pursuant to the labor contract law that took effect in January 2008, our implementation rules that took effect in September 2008 and our amendment that took effect in July 2013, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts.

Due to lack of detailed interpretative rules and uniform implementation practices and broad discretion of the local competent authorities, it is uncertain as to how the labor contract law and our implementation rules will affect our current employment policies and practices.

Our employment policies and practices may violate the labor contract law or our implementation rules, and we may thus be subject to related penalties, fines or legal fees.

Compliance with the labor contract law and our implementation rules may increase our operating expenses, in particular our personnel expenses.

In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the labor contract law and our implementation rules may also limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations.

According to the Social Insurance Law and the Regulations on the Management of Housing Fund, employees must participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance and maternity insurance and housing funds, and the employers must, together with their employees or separately, pay the social insurance premiums and housing funds for such employees.

As the interpretation and implementation of these laws and regulations are still evolving, we cannot assure you that our employment practice will at all times be deemed in full compliance with labor-related laws and regulations in China, which may subject us to labor disputes or government investigations.

If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, financial condition and results of operations could be materially and adversely affected.

Further, labor disputes, work stoppages or slowdowns at our operations or any of our third-party service providers could significantly disrupt daily operation or our expansion plans and have a material adverse effect on our business.

The M&A Rules and certain other PRC regulations may make it more difficult for us to pursue growth through acquisitions.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established complex procedures and requirements for acquisition of Chinese companies by foreign investors, including requirements in some instances that the Ministry of Commerce of the PRC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise.

Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress, which became effective in 2008, requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the Ministry of Commerce before they can be completed.

In addition, the security review rules issued by the Ministry of Commerce and became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the Ministry of Commerce, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement.

In the future, we may pursue potential strategic acquisitions that are complementary to our business and operations.

Complying with the requirements of the above-mentioned regulations and other rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the Ministry of Commerce, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

Furthermore, according to the M&A Rules, if a PRC entity or individual plans to merger or acquire our related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and approval by the Ministry of Commerce.

The application and interpretations of M&A Rules are still uncertain, and there is possibility that the PRC regulators may promulgate new rules or explanations requiring that we obtain approval of the Ministry of Commerce for our completed or ongoing mergers and acquisitions.

There is no assurance that we can obtain such approval from the Ministry of Commerce for our mergers and acquisitions, and if we fail to obtain those approvals, we may be required to suspend our acquisition and be subject to penalties.

Any uncertainties regarding such approval requirements could have a material adverse effect on our business, results of operations and corporate structure.

Furthermore, the M&A Rules, among other things, purport to require that an offshore special purpose vehicle controlled directly or indirectly by PRC domestic companies or individuals and formed for purposes of overseas listing through acquisition of PRC domestic interests obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

The CSRC has not issued any definitive rules or interpretations concerning whether offerings such as this offering are subject to the CSRC approval procedures under the M&A Rules.

In the opinion of our PRC counsel, we are not required to obtain approvals from the CSRC under the M&A Rules for listing and trading of the securities, because (i) the CSRC currently has not issued any definitive rules or interpretations concerning whether offerings are subject to the CSRC approval procedures under the M&A Rules, (ii) we established a WFOE utilizing foreign direct investment that is not through a merger or acquisition of the equity or asset of a “PRC domestic company” as defined under the M&A Rules;.

However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented and the opinion stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.

PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us or otherwise expose us to liability and penalties under PRC law.

The State Administration of Foreign Exchange (“SAFE”) promulgated the Circular on Relevant Issues Relating to PRC Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or our local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC residents or entities, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.

SAFE Circular 37 is issued to replace the Circular on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments through Overseas Special Purpose Vehicles.

If our shareholders who are PRC residents or entities do not complete their registration with the local SAFE branches, our PRC subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital to our PRC subsidiaries.

Moreover, failure to comply with SAFE registration described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest of us, nor can we compel our shareholders to comply with the requirements of SAFE Circular 37.

As a result, we cannot assure you that all of our shareholders who are PRC residents or entities have complied with, and will in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 37.

Failure by such shareholders to comply with SAFE Circular 37, or failure by us to amend the foreign exchange registrations of our PRC subsidiaries, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our PRC subsidiaries’ ability to make distributions or pay dividends to us or affect our ownership structure, which could adversely affect our business and prospects.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds it receives from offshore financing activities to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.

Any transfer of funds by us to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, is subject to approval by or registration or filing with relevant governmental authorities in China.

According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to our PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce in our local branches and registration with a local bank authorized by SAFE.

In addition, (i) any foreign loan procured by our PRC subsidiaries is required to be registered with SAFE or our local branches or filed with SAFE in our information system;

and (ii) our PRC subsidiaries may not procure loans which exceed the difference between their total investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the People’s Bank of China Notice No.

9 (“PBOC Notice No.

Any medium- or long-term loan to be provided by us to the VIE must be registered with the National Development and Reform Commission and SAFE or our local branches.

We may not be able to obtain these government approvals or complete such registrations on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our PRC subsidiaries.

If we fail to receive such approvals or complete such registration or filing, our ability to use the proceeds it receives from our offshore financing activities and to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and ability to fund and expand our business.

There is, in effect, no statutory limit on the amount of capital contribution that we can make to our PRC subsidiaries.

This is because there is no statutory limit on the amount of registered capital for our PRC subsidiaries, and we are allowed to make capital contributions to our PRC subsidiaries by subscribing for their initial registered capital and increased registered capital, provided that the PRC subsidiaries complete the relevant filing and registration procedures.

With respect to loans to our PRC subsidiaries by us, (i) if the PRC subsidiaries adopt the traditional foreign exchange administration mechanism, or the Current Foreign Debt Mechanism, the outstanding amount of the loans shall not exceed the difference between the total investment and the registered capital of the PRC subsidiaries;

and (ii) if the PRC subsidiaries adopt the foreign exchange administration mechanism as provided in Notice of the People’s Bank of China on Matters concerning the Macro-Prudential Management of Full-Covered Cross-Border Financing, or the PBOC Notice No.

9, the risk-weighted outstanding amount of the loans, which shall be calculated based on the formula provided in PBOC Notice No.

9, shall not exceed 200% of the net asset of the PRC subsidiaries.

According to the PBOC Notice No.

9, after a transition period of one year since the promulgation of PBOC Notice No.

9, the PBOC and SAFE will determine the cross-border financing administration mechanism for the foreign-invested enterprises after evaluating the overall implementation of PBOC Notice No.

As of the date hereof, neither the PBOC nor SAFE has promulgated and made public any further rules, regulations, notices or circulars in this regard.

It is uncertain which mechanism will be adopted by the PBOC and SAFE in the future and what statutory limits will be imposed on us when providing loans to our PRC subsidiaries.

Currently, our PRC subsidiaries have the flexibility to choose between the Current Foreign Debt Mechanism and the Notice No.

9 Foreign Debt Mechanism.

However, if a more stringent foreign debt mechanism becomes mandatory, our ability to provide loans to our PRC subsidiaries or our consolidated affiliated entities may be significantly limited, which may adversely affect our business, financial condition and results of operations.

The Circular on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular 19, effective as of June 1, 2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016, allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capitals for expenditure beyond their business scopes, and also prohibit FIEs from using such Renminbi fund to provide loans to persons other than affiliates unless otherwise permitted under our business scope.

As a result, we are required to apply Renminbi funds converted from the net proceeds us received from our offshore financing activities within the business scopes of our PRC subsidiaries.

SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to use Renminbi converted from the net proceeds from our offshore financing activities to fund the establishment of new entities in China by their subsidiaries, to invest in or acquire any other PRC companies through our PRC subsidiaries, which may adversely affect our business, financial condition and results of operations.

Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may restrict our ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares.

We are a holding company incorporated in the Cayman Islands.

We rely on dividends from our PRC subsidiaries for our cash and financing requirements, such as the funds necessary to pay dividends and other cash distributions to our shareholders, including holders of our ordinary shares, and service any debt us may incur.

Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated after-tax profits upon satisfaction of relevant statutory condition and procedures, if any, determined under Chinese accounting standards and regulations.

In addition, our PRC subsidiaries are required to set aside at least 10% of their accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of our registered capital.

Furthermore, if our PRC subsidiaries incur debt on their behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us, which may restrict our ability to satisfy our liquidity requirements.

In addition, the Enterprise Income Tax Law of the PRC, or the PRC EIT Law, and our implementation rules provide that withholding tax rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment.

The value of the Renminbi against the U.S.

dollar and other currencies is affected by changes in China’s political and economic conditions and China’s foreign exchange policies, among other things.

In 2005, the PRC government changed our decades-old policy of pegging the value of the Renminbi to the U.S.

dollar, and the Renminbi appreciated more than 20% against the U.S.

dollar over the following three years.

Between July 2008 and June 2010, this appreciation halted and the exchange rate between Renminbi and the U.S.

dollar remained within a narrow band.

Since June 2010, Renminbi has fluctuated against the U.S.

dollar, at times significantly and unpredictably.

With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and we cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S.

dollar in the future.

It is difficult to predict how market forces or PRC or U.S.

government policy may impact the exchange rate between Renminbi and the U.S.

dollar in the future.

Governmental control of currency conversion may limit our ability to utilize revenues effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China.

We receive substantially all of our revenues in Renminbi.

Under our current corporate structure, our Cayman Islands holding company may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements.

Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to us.

However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries and consolidated affiliated entities to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.

In light of the flood of capital outflows of China in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped up scrutiny of major outbound capital movement including overseas direct investment.

More restrictions and substantial vetting process are put in place by SAFE to regulate cross-border transactions falling under the capital account.

If any of our shareholders regulated by such policies fail to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be subject to penalties from the relevant PRC authorities.

The PRC government may at our discretion further restrict access in the future to foreign currencies for current account transactions.

If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.

Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan participants or we to fines and other legal or administrative sanctions.

Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly listed companies may submit applications to SAFE or our local branches for the foreign exchange registration with respect to offshore special purpose companies.

In the meantime, our directors, executive officers and other employees who are PRC citizens or who are non-PRC residents residing in the PRC for a continuous period of not less than one year, subject to limited exceptions, and who have been granted incentive share awards by us, may follow the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, or 2012 SAFE notices, promulgated by the SAFE in 2012.

Pursuant to the 2012 SAFE notices, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas listed company, and complete certain other procedures.

In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests.

Our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options are subject to these regulations.

Failure to complete the SAFE registrations may subject them to fines, and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries and limit our PRC subsidiaries’ ability to distribute dividends to us.

We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.

The SAT has issued certain circulars concerning employee share options and restricted shares.

Under these circulars, our employees working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax.

Our PRC subsidiaries have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options.

If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other PRC governmental authorities.

Our leased property interests may be defective and our right to lease the properties affected by such defects may be challenged, which could adversely affect our business.

According to the PRC Land Administration Law, land in urban districts is owned by the state.

The owner of a property built on state-owned land must possess the proper land and property title certificate to demonstrate that it is the owner of the premises and that it has the right to enter into lease contracts with the tenants or to authorize a third party to sublease the premises.

Some of the landlords of our leasing center locations have failed to provide the title certificates to us.

Our right to lease the premises may be interrupted or adversely affected if our landlords are not the property owners and the actual property owners should appear.

In addition, the title certificate usually records the approved use of the state-owned land by the government and the property owner is obligated to follow the approved use requirement when making use of the property.

In the case of failure to utilize the property in accordance with the approved use, the land administration authorities may order the tenant to cease utilizing the premises or even invalidate the contract between the landlord and the tenant.

If our use of the leased premises is not in full compliance with the approved use of the land, we may be unable to continue to use the property, which may cause disruption to our business.

If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the PRC Enterprise Income Tax Law and our implementation rules, an enterprise established outside of the PRC with our “ de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on our global income at the rate of 25%.

The implementation rules define the term “ de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise.

In 2009, the State Administration of Taxation, or SAT, issued a circular, known as SAT Circular 82, which provides certain specific criteria for determining whether the “ de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China.

Although this circular applies only to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “ de facto management body” text should be applied in determining the tax resident status of all offshore enterprises.

According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having our “ de facto management body” in China, and will be subject to PRC enterprise income tax on our global income only if all of the following conditions are met:

(i) the primary location of the day-to-day operational management is in the PRC;

(ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC;

(iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in the PRC;

and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

We believe we are not a PRC resident enterprise for PRC tax purposes.

However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “ de facto management body.” If the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, we would be subject to PRC enterprise income tax on our worldwide income at the rate of 25%.

Furthermore, we would be required to withhold a 10% tax from dividends us pays to our shareholders that are non-resident enterprises.

In addition, non-resident enterprise shareholders may be subject to PRC tax on gains realized on the sale or other disposition of ordinary shares, if such income is treated as sourced from within the PRC.

Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders and any gain realized on the transfer of the ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us).

These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders of us would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise.

Any such tax may reduce the returns on your investment in the ordinary shares.

Risk Factors Relating to an Investment in our Ordinary Shares

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a company incorporated under the laws of the Cayman Islands.

We conduct most of our operations in China and substantially all of our operations outside of the United States.

Most of our assets are located in China, and substantially all of our assets are located outside of the United States.

In addition, most of our senior executive officers reside within China for a significant portion of the time and most are PRC nationals.

Substantially all of the assets of these persons are located outside the United States.

federal securities laws or otherwise.

The market price for our Ordinary Shares have fluctuated and may be volatile.

The trading price of our Ordinary Shares have fluctuated since we first listed our Ordinary Shares on NASDAQ.

The trading price of our Ordinary Shares could fluctuate widely due to factors beyond our control.

This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States.

In addition to market and industry factors, the price and trading volume for our Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:

variations in our revenues, earnings, cash flow and data related to our user base or user engagement;

announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

announcements of new product and service offerings, solutions and expansions by us or our competitors;

changes in financial estimates by securities analysts;

detrimental adverse publicity about us, our products and services or our industry;

additions or departures of key personnel;

release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;

potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which our Ordinary Shares will trade.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities.

If we are involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations.

Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future.

In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Our Key Projected Financial Metrics are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future market and changes in regulations.

As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.

The Key Projected Financial Metrics are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future market and changes in regulations.

As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.

We operate in a rapidly evolving and highly competitive industry and our Key Projected Financial Metrics are subject to the risks and assumptions made by management with respect to this industry.

Operating results are difficult to forecast because they generally depend on our assessment of factors that are inherently beyond our control and impossible to predict with certainty, such as the development and commercialization of new business.

Additionally, our business is dependent on, among other things, attracting new customers, developing and marketing new products, brand protection and employee retention, many of which may be difficult to predict.

This may result in decreased projected revenue levels, and we may be unable to adopt timely measures to compensate for any shortcomings in revenue and/or operating profitability.

This inability could cause our operating results in a given period to be higher or lower than budgeted.

We may be unable to obtain additional financing to fund our operations or growth.

We may require additional financing to fund our operations or growth.

The failure to secure additional financing could have a material adverse effect on the continued development or growth of us.

Our share price may be volatile and could decline substantially.

The market price of our ordinary shares may be volatile, both because of actual and perceived changes in the company’s financial results and prospects, and because of general volatility in the stock market.

The factors that could cause fluctuations in our share price may include, among other factors discussed in this section, the following:

actual or anticipated variations in the financial results and prospects of the company or other companies in the retail business;

changes in financial estimates by research analysts;

changes in the market valuations of other companies we compete with;

announcements by us or our competitors of new services and solutions, expansions, investments, acquisitions, strategic partnerships or joint ventures;

mergers or other business combinations involving us;

additions and departures of key personnel and senior management;

changes in accounting principles;

the passage of legislation or other developments affecting us or our industry;

the trading volume of our ordinary shares in the public market;

the release of lockup, escrow or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;

potential litigation or regulatory investigations;

changes in economic conditions, including fluctuations in global and Chinese economies;

financial market conditions;

natural disasters, terrorist acts, acts of war or periods of civil unrest;

the realization of some or all of the risks described in this section.

In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities of retailers have been extremely volatile and are sometimes subject to sharp price and trading volume changes.

These broad market fluctuations may materially and adversely affect the market price of our ordinary shares.

We do not intend to pay cash dividends for the foreseeable future.

We currently intend to retain future earnings, if any, to finance the further development and expansion of our business and does not intend to pay cash dividends in the foreseeable future.

Any future determinations to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our board of directors deems relevant.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our ordinary shares may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.

Additionally, in the recent past, the plaintiff’s bar has been aggressively commencing litigations against SPAC post business combination businesses alleging fraud and other claims based on inaccurate or misleading disclosures in merger related proxies.

We may be the target of this type of litigation in the future.

Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.

The sale or availability for sale of substantial amounts of our ordinary shares could adversely affect their market price.

Sales of substantial amounts of our ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the market price of our ordinary shares and could materially impair our ability to raise capital through equity offerings in the future.

As of the date of this report, we have 43,856,706 ordinary shares outstanding.

The ordinary shares sold in our public offerings are freely tradable without restriction or further registration under the Securities Act.

The 41,290,461 ordinary shares are unavailable for sale, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and applicable lock-up agreements.

To the extent that these ordinary shares are sold into the market, the market price of our ordinary shares could decline.

Certain holders of our ordinary shares have the right to cause us to register under the Securities Act the sale of their shares.

Registration of these shares under the Securities Act would result in ordinary shares representing these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration.

Sales of these registered shares in the form of ordinary shares in the public market could cause the price of our ordinary shares to decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us or our business, our ordinary shares price and trading volume could decline.

The trading market for our ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us or our business.

Securities and industry analysts do not currently, and may never, publish research on us.

If no securities or industry analysts commence coverage of us, the trading price for our ordinary shares would likely be negatively impacted.

In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our securities or publish inaccurate or unfavorable research about our business, our stock price would likely decline.

If one or more of these analysts cease coverage of us or fail to publish reports on us, demand for our ordinary shares could decrease, which might cause our ordinary share price and trading volume to decline.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration.

If and when the warrants become redeemable by us, we may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding warrants could force holders to (i) exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) sell the warrants at the then-current market price when the holder might otherwise wish to hold onto such warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

In addition, we may redeem your warrants after they become exercisable for a number of shares of our ordinary shares determined based on the redemption date and the fair market value of our ordinary shares.

Any such redemption may have similar consequences to a cash redemption described above.

In addition, such redemption may occur at a time when the warrants are “out-of-the- money,” in which case you would lose any potential embedded value from a subsequent increase in the value of our ordinary shares had your warrants remained outstanding.

If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

In order to maintain our listing on Nasdaq, we will be required to comply with certain rules of Nasdaq, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, 300 round lot shareholders and various additional requirements.

Even if we initially meet the listing requirements and other applicable rules of Nasdaq, we may not be able to continue to satisfy these requirements and applicable rules.

If we are unable to satisfy Nasdaq criteria for maintaining our listing, our securities could be subject to delisting.

If Nasdaq does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

a limited availability for market quotations for our securities;

reduced liquidity with respect to our securities;

a determination that our ordinary shares is a “penny stock,” which will require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our ordinary shares;

limited amount of news and analyst coverage;

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

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

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

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

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

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

sale of covered securities in a particular case.

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

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

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

in their states.

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

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

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)

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

If we entered into

a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit

such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct

due diligence with respect to, a target business.

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

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

and warrants will expire worthless.

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

will expire worthless.

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

their shares.

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

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

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.

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, 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;

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

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

● registration

as an investment company;

of a specific form of corporate structure;

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

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

The proceeds held in the trust

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

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

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

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

If we were deemed to be subject to the Investment Company

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

hinder our ability to complete a business combination.

If we are unable to complete our 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

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.

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.

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.

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;

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

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

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

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

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

federal income tax consequences

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

holder (as defined in the section

of the prospectus used in our IPO captioned “Income Tax Considerations — Certain U.S.

Federal Income Tax Considerations —

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

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S.

courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands.

Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands.

The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.

The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States.

In particular, the Cayman Islands have a less developed body of securities laws than the United States.

states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

In addition, Cayman Islands companies may not have standings to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (save for our memorandum and articles of association, register of mortgages and charges and any special resolutions of our shareholders) or to obtain copies of lists of shareholders of these companies.

Our directors have discretion under our articles of association, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.

This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, users of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the report based on foreign laws.

We are a company incorporated under the laws of the Cayman Islands, we conduct substantially all of our operations in China, and substantially all of our assets are located in China.

In addition, all our senior executive officers reside within China for a significant portion of the time and most are PRC nationals.

As a result, it may be difficult for our shareholders to effect service of process upon us or those persons inside China.

In addition, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands and many other countries and regions.

Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Shareholder claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in China.

For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities.

Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanism.

According to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC.

Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties.

See also “ — Risks Relating to us — You may face difficulties in protecting your interests, and your ability to protect your rights through U.S.

courts may be limited, because we are incorporated under Cayman Islands law.

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, regulations and rules enacted by national, regional and local governments and the Nasdaq.

In particular, we are required to comply with certain SEC, Nasdaq and other legal or regulatory requirements.

Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly.

Those laws, regulations and rules 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, regulations and rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

Future changes to tax laws could adversely affect us.

Government agencies in jurisdictions where we and our affiliates will do business have had an extended focus on issues related to the taxation of multinational corporations.

One example is in the area of “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates.

As a result, the tax laws in the countries in which we and our affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect us and our affiliates.

We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

As a result, our shareholders may not have access to certain information they may deem important.

We could remain an emerging growth company for up to five years from the date of our IPO, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, us, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

We may be or become a PFIC, which could result in adverse U.S.

federal income tax consequences to U.S.

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

holder (as defined in the section of this report captioned “Income Tax Considerations — Certain U.S.

Federal Income Tax Considerations — U.S.

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 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 report 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

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.

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).

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

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

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

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

while the debt security is outstanding;

inability to pay dividends on our ordinary shares;

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

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

● limitations

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

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

● limitations

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

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

may only be able to complete one business combination with the proceeds of 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:

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

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

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

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

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

our 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.

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;

offerings of those companies;

prospects for acquiring an operating business at attractive values;

review of debt to equity ratios in leveraged transactions;

capital structure;

assessment of our management and their experience in identifying operating companies;

conditions of the securities markets at the time of our IPO;

factors as were deemed relevant.

these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating

company in a particular industry since we have no historical operations or financial results.

we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

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.

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;

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

and trade barriers;

● regulations

related to customs and import/export matters;

payment cycles;

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

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

strikes, riots, civil disturbances, terrorist attacks and wars;

● deterioration

of political relations with the United States which could result in any number of difficulties, both normal course such as above or extraordinary

such as sanctions being imposed.

We may not be able to adequately address these additional risks.

If we were unable to do so, our operations

might suffer.

our 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.

a foreign judiciary may determine the scope and enforcement of almost all of our target business’ material agreements under the

law of such foreign jurisdiction, we may be unable to enforce our rights inside and outside of such jurisdiction.

law of a foreign jurisdiction may govern almost all of our target business’ material agreements, some of which may be with governmental

agencies in such jurisdiction.

We cannot assure you that the target business or businesses will be able to enforce any of their material

agreements or that remedies will be available outside of such jurisdiction.

The inability to enforce or obtain a remedy under any of

our future agreements may have a material adverse impact on our future operations.

slowdown in economic growth in the markets that our business target operates in may adversely affect our business, financial condition,

results of operations, the value of its equity shares and the trading price of our shares following our business combination.

the business combination, our results of operations and financial condition may be dependent on, and may be adversely affected by, conditions

in financial markets in the global economy, and, particularly in the markets where the business operates.

The specific economy could

be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies,

business corruption, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, inflation,

commodity and energy prices and various other factors which may adversely affect our business, financial condition, results of operations,

value of our equity shares and the trading price of our shares following the business combination.

hostilities, terrorist attacks, communal disturbances, civil unrest and other acts of violence or war may result in a loss of investor

confidence and a decline in the value of our equity shares and trading price of our shares following our business combination.

attacks, civil unrest and other acts of violence or war may negatively affect the markets in which we may operates our business following

our business combination and also adversely affect the worldwide financial markets.

In addition, the countries we will focus on, have

from time to time experienced instances of civil unrest and hostilities among or between neighboring countries.

Any such hostilities

and tensions may result in investor concern about stability in the region, which may adversely affect the value of our equity shares

and the trading price of our shares following our business combination.

Events of this nature in the future, as well as social and civil

unrest, could influence the economy in which our business target operates, and could have an adverse effect on our business, including

the value of equity shares and the trading price of our shares following our business combination.

occurrence of natural disasters may adversely affect our business, financial condition and results of operations following our business

occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect

our business, financial condition or results of operations following our business combination.

The potential impact of a natural disaster

on our results of operations and financial position is speculative, and would depend on numerous factors.

The extent and severity of

these natural disasters determines their effect on a given economy.

Although the long term effect of diseases such as the H5N1 “avian

flu,” or H1N1, the swine flu, cannot currently be predicted, previous occurrences of avian flu and swine flu had an adverse effect

on the economies of those countries in which they were most prevalent.

An outbreak of a communicable disease in our market could adversely

affect our business, financial condition and results of operations following our business combination.

We cannot assure you that natural

disasters will not occur in the future or that its business, financial condition and results of operations will not be adversely affected.

downgrade of credit ratings of the country in which the company we acquire does business may adversely affect our ability to raise debt

financing following our business combination.

assurance can be given that any rating organization will not downgrade the credit ratings of the sovereign foreign currency long-term

debt of the country in which our business target operates, which reflect an assessment of the overall financial capacity of the government

of such country to pay its obligations and its ability to meet its financial commitments as they become due.

Any downgrade could cause

interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our future

variable rate debt and our ability to access the debt markets on favorable terms in the future.

This could have an adverse effect on

our financial condition following our business combination.

on investment in foreign companies may be decreased by withholding and other taxes.

investments will incur tax risk unique to investment in developing economies.

Income that might otherwise not be subject to withholding

of local income tax under normal international conventions may be subject to withholding of income tax in a developing economy.

Additionally,

proof of payment of withholding taxes may be required as part of the remittance procedure.

Any withholding taxes paid by us on income

from our investments in such country may or may not be creditable on our income tax returns.

We intend to seek to minimize any withholding

tax or local tax otherwise imposed.

However, there is no assurance that the foreign tax authorities will recognize application of such

treaties to achieve a minimization of such tax.

We may also elect to create foreign subsidiaries to effect the business combinations

to attempt to limit the potential tax consequences of a business combination.

Related to Our Possible Business Combination in China

may consummate our initial Business Combination with a target company in PRC, or a company with its operations conducted through its

subsidiary in the PRC or through contractual arrangements with a variable interest entity (“VIE”) in the PRC.

a VIE structure, we do not own any direct equity interest in the VIE, and control and receive the economic benefits of the VIE’s

business operations through certain contractual arrangements in lieu of direct equity ownership by us or any of our subsidiaries.

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without

additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such

as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of

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.

Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year.

Moreover, if we determine that it is a PFIC for any taxable year, we will endeavor to provide to a U.S.

holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S.

holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases.

holders are urged to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares, rights and warrants.

For a more detailed explanation of the tax consequences of PFIC classification to U.S.

holders, see the section of this report captioned “Income Tax Considerations — Certain U.S.

Federal Income Tax Considerations — U.S.

Holders — Passive Foreign Investment Company Rules.”

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