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Item 1. Business

2026-03-06 compared with 2025-03-31 · 302 added, 311 removed, 670 unchanged (48% of the section changed)

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We may pursue an initial Business Combination target in any business or industry.

We have not selected any Business Combination target.

To date, our efforts have been limited to organizational activities and activities related to the Initial Public Offering, and subsequent

to the consummation of the Initial Public Offering, searching for a Business Combination target.

The 2024 SPAC Rules may materially

affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

To date, our efforts have been limited to (i) organizational

activities, (ii) activities related to the Initial Public Offering, and (iii) subsequent to the consummation of the Initial Public Offering,

searching for a Business Combination target.

As of the date of this Report, we have not selected any Business Combination target.

generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial

Business Combination.

Initial Public Offering

On November 4, 2024, we consummated

our Initial Public Offering of 17,250,000 Public Units, including 2,250,000 Option Units sold pursuant to the full exercise of the Over-Allotment

Each Public Unit consists of one Public Share and one-half of one Public Warrant, with each whole Public Warrant entitling the

holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

The Public Units were sold at a price of $10.00 per Unit,

generating gross proceeds to our Company of $172,500,000.

Our IPO Registration Statement

became effective on October 31, 2025.

On November 4, 2024, we consummated our Initial Public Offering of 17,250,000 Public Units, including

2,250,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option.

Each Public Unit consists of one Public Share

and one-half of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share

for $11.50 per share.

The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to our Company of $172,500,000.

Simultaneously with the closing

of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the private sale of an aggregate

of 648,375 Private Placement Units to our Sponsor and BTIG in the Private Placement at a

purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $6,483,750.

those 648,375 Private Placement Units, the Sponsor purchased 484,500 Private Placement Units and BTIG purchased $163,875 Private Placement

Each Private Placement Unit consists of one Private Placement Share and one-half of one Private Placement Warrant, with

each whole Private Placement Warrant exercisable to purchase one Class A Ordinary Share.

The Private Placement Warrants contained in the

Private Placement Units are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.

A total of $173,362,500,

comprised of the proceeds from the Initial Public Offering and the Private Placement, was placed in the Trust Account maintained by Continental,

acting as trustee.

of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate

of 648,375 Private Placement Units to our Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per Private Placement

Unit, generating gross proceeds to our Company of $6,483,750.

Of those 648,375 Private Placement Units, the Sponsor purchased 484,500

Private Placement Units and BTIG purchased 163,875 Private Placement Units.

Each Private Placement Unit consists of one Private

Placement Share and one-half of one Private Placement Warrant, with each whole Private Placement Warrant exercisable to purchase one Class

A Ordinary Share.

The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying

securities), except as otherwise disclosed in the IPO Registration Statement.

A total of $173,362,500, comprised

of $169,000,000 of the proceeds from the Initial Public Offering and $4,362,500 of the proceeds from the Private Placement, was placed

in the Trust Account maintained by Continental, acting as trustee.

It is the job of our Sponsor

and Management to complete our initial Business Combination.

Our Management is led by Thomas Bushey, our Chief Executive Officer and Matthew

Hong, our Chairman, who have many years of experience in identifying, acquiring, investing in and

operating businesses, and providing depth of knowledge in capital markets.

We must complete our initial Business Combination by

November 4, 2026, the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering.

If our initial

Business Combination is not consummated by the end of our Combination Period, then, unless our Board of Directors shall otherwise determine,

our existence will terminate, and we will distribute all amounts in the Trust Account.

and Management Team to complete our initial Business Combination.

Our Management Team is led by (i) Anthony James Vinciquerra, the Chairman

of our Board, (ii) Thomas Bushey, our Chief Executive Officer and (iii) Jake Gudoian, our Chief Financial Officer, who have many years

of experience in identifying, acquiring, investing in and operating businesses, and providing depth of knowledge in capital markets.

must complete our initial Business Combination by (i) November 4, 2026, the end of our Combination Period, which is 24 months from the

closing of our Initial Public Offering, (ii) such earlier liquidation date as our Board may approve or (iii) such later date as our shareholders

may approve pursuant to the Amended and Restated Articles .

If our initial Business Combination is not consummated by the end of our Combination

Period, our existence will terminate, and we will distribute all amounts in the Trust Account as described elsewhere in this Report.

We may seek to extend the

Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter.

Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion

Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles.

Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion

of their Public Shares in connection with the vote on such approval.

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the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our

Management Team.

Our Management Team

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of Relationships to Create a Pipeline of Acquisition Opportunities .

We believe the combination of our officers’

and directors’ investment and operating experience in addition to our ability to access a network of public and private enterprises,

We believe the combination of our officers’ and

directors’ investment and operating experience in addition to our ability to access a network of public and private enterprises,

experienced operators, restructuring advisors, attorneys, accountants, family offices, hedge funds, and private equity firms enables us

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Process of Identifying Target Companies and Acquiring a Business that will Be Well-Received by the Public Markets.

believe that our Management’s transactional and investment track record in both private and public markets, combined with public

market trading experience, provides an advantage for identifying, valuing and completing a Business Combination that meets our investors’

that our Management’s transactional and investment track record in both private and public markets, combined with public market

trading experience, provides an advantage for identifying, valuing and completing a Business Combination that meets our investors’

expectations.

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and Structuring Capability.

We believe that our Management Team’s and Sponsor’s combined industry

expertise and reputation allows them to source and complete transactions possessing structural attributes that create an attractive investment

These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence,

and extensive negotiations and documentation.

We believe that by focusing our investment activities on these types of transactions, we

are able to generate investment opportunities that have attractive risk/reward profiles based on their valuations and structural characteristics.

We believe that our Management Team’s and Sponsor’s combined industry expertise and reputation

allows them to source and complete transactions possessing structural attributes that create an attractive investment thesis.

of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive

negotiations and documentation.

We believe that by focusing our investment activities on these types of transactions, we are able to generate

investment opportunities that have attractive risk/reward profiles based on their valuations and structural characteristics.

Build and Operate Successful

Multi-Billion Dollar Companies.

Our Management Team have experience building and operating multibillion-dollar

companies and can identify attractive candidates for our initial Business Combination.

A distinguishing factor for our organization is

the potential for any of our Management Team to remain involved in an operating or board capacity of the newly public company post transaction.

Our Management Team has experience fostering relationships with sellers, capital providers and target management teams.

Our Management

Team also has experience integrating businesses acquired in mergers and acquisitions, and are capable of growing a business organically

or inorganically if needed.

Our Management Team and Board have experience building and operating multibillion-dollar

companies and we believe they have the ability to identify attractive candidates for our initial Business Combination.

A distinguishing

factor for our organization is the potential for any of our Management Team to remain involved in an operating or board capacity of the

newly public company post transaction.

Our Management Team has experience fostering relationships with sellers, capital providers and

target management teams.

Our Management Team also has experience integrating businesses acquired in mergers and acquisitions, and are

capable of growing a business organically or inorganically if needed.

Strong and Stable Financial

Position with Flexibility.

With funds in the Trust Account of approximately $174,580,335 (as of December 31,

2024, before taxes payable, if any) available to use for a Business Combination, we offer a target business a variety of options such

as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital

for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are

able to consummate our initial Business Combination using our cash, debt or equity securities, or a combination of the foregoing, we

have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business

to fit its needs and desires.

We encounter intense competition

from other entities, including private investors (which may be individuals or investment partnerships), other SPACs and other entities

seeking to acquire businesses with characteristics similar to those described above.

In recent years, the number of SPACs that have been

formed has increased substantially.

Because there are more SPACs seeking to enter into an initial Business Combination with available

targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target

companies to demand improved financial terms, which could increase the cost of, delay or otherwise complicate or frustrate our ability

to find and consummate an initial Business Combination.

With funds in the Trust Account of approximately $181,847,374 (as of December 31, 2025, before taxes

payable, if any) available to use for a Business Combination, we offer a target business a variety of options such as providing the owners

of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth

and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are able to consummate our initial

Business Combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the

most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

Acquisition Criteria

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We intend to acquire one or more businesses that we believe has the following characteristics:

● Benefits from a Public Currency and

Access to Public Equity Markets.

Access to the public equity markets could allow the target company to utilize additional

forms of capital, enhancing its ability to pursue accretive acquisitions, high-return capital projects, and/or strengthen its

balance sheet and recruit and retain key employees through the use of publicly-traded equity compensation.

● Has a Strong Competitive Position and

Growing Platform.

We seek to acquire companies that we believe possess not only established business models and sustainable

competitive advantages, but also a growing platform for equity investors.

● H as an Ability to Scale Beyond Domestic

We are looking for a company with a product or platform that can be relevant internationally.

are aiming to replicate the competitive advantages within new markets as we assist the company expand.

from a Public Currency and Access to Public Equity Markets.

We are looking for a company with access to the public equity markets

could allow the target company to utilize additional forms of capital, enhancing its ability to pursue accretive acquisitions, high-return

capital projects, and/or strengthen its balance sheet and recruit and retain key employees through the use of publicly-traded equity

compensation.

a Strong Competitive Position and Growing Platform.

We seek to acquire companies that we believe possess not only established

business models and sustainable competitive advantages, but also a growing platform for equity investors.

an Ability to Scale Beyond Domestic Market.

We are looking for a company with a product or platform that can be relevant

internationally.

We are aiming to replicate the competitive advantages within new markets as we assist the company expand.

by a Talented and Incentivized Management Team.

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who are well-incentivized and aligned in an effort to create shareholder value.

● Benefits from Our Ability to Structure Transaction

to Unlock and Maximize Value.

We are looking for situations where our extensive experience and creativity can

architect a win-win solution for both sides of the transaction.

● Has Revenue and Earnings Growth Potential.

are seeking to acquire one or more businesses that have multiple, diverse potential drivers of revenue and earnings growth.

from Our Ability to Structure Transaction to Unlock and Maximize Value.

We are looking for situations where our extensive

experience and creativity can architect a win-win solution for both sides of the transaction.

Revenue and Earnings Growth Potential.

We are seeking to acquire one or more businesses that have multiple, diverse potential

drivers of revenue and earnings growth.

These criteria are not intended

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

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

that we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines,

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

event that we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines,

we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial Business

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Sponsor Information

Our Sponsor is a Delaware

limited liability company, which was formed to invest in us.

Although our Sponsor is permitted to undertake any activities permitted under

the Delaware Limited Liability Company Act and other applicable law, our Sponsor’s business is focused on investing in our Company.

The managing member of the Sponsor is Thomas Bushey, our Chief Executive Officer and a member of our Board of Directors.

controls the management of our Sponsor, including the exercise of voting and investment discretion over the securities of our Company

held by our Sponsor.

Our Sponsor, Newbury Street II

Acquisition Sponsor LLC, is a Delaware limited liability company, which was formed to invest in our Company.

Although our Sponsor is permitted

to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our Sponsor’s business

is focused on investing in our Company.

Thomas Bushey, our Chief Executive Officer and a member of our Board of Directors is the managing

member of the Sponsor.

Bushey controls the management of our Sponsor, including the exercise of voting and investment discretion

over the securities of our Company held by our Sponsor.

As manager of our Sponsor, Mr.

Bushey beneficially owns membership interests in our Sponsor, which represent

approximately 100% of the economic interests in our Sponsor.

Bushey beneficially owns membership interests

in our Sponsor, which represent approximately 100% of the economic interests in our Sponsor.

Our independent directors

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of our Founder Shares that may result in an issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion.

If we raise additional funds through equity or convertible debt issuances, our Public Shareholders may suffer significant dilution.

addition, the cashless exercise of the Warrants would further increase the dilution to our Public Shareholders.

Pursuant to the Letter Agreement,

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The Letter Agreement also provides that the Sponsor and each director and

officer agree to vote any Founder Shares, Private Placement Shares and any Public Shares they may own in favor of a proposed initial Business

Combination if we seek shareholder approval for such Business Combination and in favor of any proposals recommended by our Board of Directors

in connection with such Business Combination (except with respect to any such Public Shares that may not be voted in favor of approving

the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC

interpretations or guidance relating thereto).

Further, our Sponsor, directors and officers also agreed not to redeem any Public Shares

they may hold in connection with such shareholder approval.

The Letter Agreement may not be changed, amended, modified or waived, except

by a written instrument executed by (i) us, (ii) our Sponsor and (iii) each of directors and officers.

In addition, the

Underwriting Agreement requires the written consent of BTIG, as the underwriter of the Initial Public Offering, for any amendment to the

Letter Agreement and the provision of the Underwriting Agreement that provides that for a period of 180 days from the date of the

prospectus for the IPO, none of us, our Sponsor or our directors or officers will, without the prior written consent of BTIG, offer, sell,

contract to sell, pledge or otherwise dispose of, directly or indirectly, Units, Warrants, Class A Ordinary Shares or any other securities

convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares, subject to certain exceptions (for more information

on the transfer restrictions and the exceptions thereto included in the Underwriting Agreement.

officer agree to vote any Founder Shares, Private Placement Shares and any Public Shares they may own in favor of a proposed initial

Business Combination if we seek shareholder approval for such Business Combination and in favor of any proposals recommended by our Board

of Directors in connection with such Business Combination (except with respect to any such Public Shares that may not be voted in favor

of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act

and any SEC interpretations or guidance relating thereto).

Further, our Sponsor, directors and officers also agreed not to redeem any

Public Shares they may hold in connection with such shareholder approval.

The Letter Agreement may not be changed, amended, modified

or waived, except by a written instrument executed by (i) us, (ii) our Sponsor and (iii) each of directors and officers.

In addition, the Underwriting Agreement requires the written consent of BTIG for any amendment to the Letter Agreement and the provision

of the Underwriting Agreement that provides that for a period of 180 days from the date of the Initial Public Offering prospectus,

none of us, our Sponsor or our directors or officers will, without the prior written consent of BTIG, offer, sell, contract to sell,

pledge or otherwise dispose of, directly or indirectly, Units, Warrants, Class A Ordinary Shares or any other securities convertible

into, or exercisable, or exchangeable for, Class A Ordinary Shares, subject to certain exceptions.

While we do not expect our

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be affected by numerous risks inherent in such company or business.

Although our Management endeavors to evaluate the risks inherent in

a particular target business, we cannot assure our shareholders that we will properly ascertain or assess all significant risk factors.

Although our Management Team endeavors to evaluate the risks inherent

in a particular target business, we cannot assure our shareholders that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective target business, we conduct a thorough due diligence review, which encompasses, among other things, meetings

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Subject to this requirement, our Management

will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will

not be permitted to effectuate our initial Business Combination solely with another blank check company or a similar company with nominal

Team will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we

will not be permitted to effectuate our initial Business Combination solely with another blank check company or a similar company with

nominal operations.

The time required to select

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We are not prohibited from

pursuing an initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Charter) with our Sponsor,

directors or officers, or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, directors

In the event we seek to complete our initial Business Combination with a company that is affiliated with our Sponsor, directors

or officers, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another

independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business

Combination is fair to us from a financial point of view.

pursuing an initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Articles) with our

Sponsor, directors or officers, or making the acquisition through a joint venture or other form of shared ownership with our Sponsor,

directors or officers.

In the event we seek to complete our initial Business Combination with a company that is affiliated with our Sponsor,

directors or officers, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm

or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial

Business Combination is fair to us from a financial point of view.

We are not required to obtain such an opinion in any other context.

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Combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law.

Our Amended and Restated Charter

Our Amended and Restated Articles

provides that, to the fullest extent permitted by law:

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working capital needs and transaction costs in connection with our search for and completion of our initial Business Combination.

is no limitation on our ability to raise funds through the issuance of equity or Equity-Linked Securities or through loans, advances or

other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop

agreements into which we may enter.

Subject to compliance with applicable securities laws, we would only complete such financing simultaneously

with the completion of our initial Business Combination.

If we are unable to complete our initial Business Combination because we do not

have sufficient funds available to us, we will be forced to liquidate the Trust Account.

In addition, following our initial Business Combination,

if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

is no limitation on our ability to raise funds through (i) the issuance of (x) equity or (y) any securities of our Company that are convertible

into, or exchangeable or exercisable for, equity securities of our Company, including any private placement of equity or debt, or (ii)

loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase

agreements or backstop agreements into which we may enter.

Subject to compliance with applicable securities laws, we would only complete

such financing simultaneously with the completion of our initial Business Combination.

If we are unable to complete our initial Business

Combination because we do not have sufficient funds available to us, we will be forced to liquidate the Trust Account.

In addition, following

our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Selection of a Target Business and Structuring

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that our initial Business Combination must be with one or more Business Combinations having an aggregate fair market value of at least

80% of the value of the assets held in the Trust Account (excluding the Deferred Discount and taxes payable, if any) at the time of the

agreement to enter into the initial Business Combination (the “80% Test”).

80% of the value of the assets held in the Trust Account (excluding the Deferred Fee and taxes payable, if any) at the time of the agreement

to enter into the initial Business Combination (the “80% Test”).

We anticipate structuring

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own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the Business Combination

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

outstanding capital stock, shares or other equity interests of a target.

In this case, we would acquire a 100% controlling interest in

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial

Business Combination could own less than a majority of our outstanding shares subsequent to our initial Business Combination.

than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,

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, shares or other equity interests of a target.

In this case, we would acquire a 100% controlling

interest in the target.

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

to our initial Business Combination could own less than a majority of our outstanding shares subsequent to our initial Business Combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,

the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% Test.

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entity that commonly renders valuation opinions that our initial Business Combination is fair to our company from a financial point of

We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial Business Combination.

to this requirement, our Management has virtually unrestricted flexibility in identifying and selecting one or more prospective target

businesses, although we will not be permitted to effectuate our initial Business Combination solely with another blank check company or

a similar company with nominal operations.

Status as a Public Company

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With funds available for a

Business Combination from the Initial Public Offering and the Private Placement s in the amount of $174,580,335 as of December 31, 2024

Business Combination from the Initial Public Offering and the Private Placement in the amount of $181,847,374 as of December 31, 2025

(not including amounts held outside of the Trust Account for working capital), assuming no redemptions and before payment of the Deferred

Discount, taxes payable, if any, we offer a target business a variety of options such as creating a liquidity event for its owners, providing

Fee, taxes payable, if any, we offer a target business a variety of options such as creating a liquidity event for its owners, providing

capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

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our initial Business Combination with only a single entity, our lack of diversification may:

● subject us to negative economic, competitive

and regulatory risks, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our

initial Business Combination, and

● cause us to depend on the marketing and sale

of a single product or limited number of products or services.

us to negative economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact on the particular

industry in which we operate after our initial Business Combination, and

us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s

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with the combined company.

The determination as to whether any of our key personnel will remain with the combined company will be made

at the time of our initial Business Combination.

Following a Business Combination,

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We may conduct redemptions

without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended and Restated Charter.

without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended and Restated Articles.

However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide

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for our securities on Nasdaq, shareholder approval would be required for our initial Business Combination if, for example:

● we issue Class A Ordinary Shares that will

be equal to or in excess of 20% of the number of Class A Ordinary Shares then outstanding (other than in a public offering);

● any of our directors, officers or substantial

security holders (as defined by the Nasdaq Rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest),

directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Ordinary

Shares (or securities convertible into or exercisable for Ordinary Shares) could result in an increase in outstanding Ordinary Shares

or voting power of 5% or more;

● the issuance or potential issuance of Ordinary

Shares will result in our undergoing a change of control.

issue Class A Ordinary Shares that will be equal to or in excess of 20% of the number of Class A Ordinary Shares then outstanding

(other than in a public offering);

of our directors, officers or substantial security holders (as defined by the Nasdaq Rules) has a 5% or greater interest (or such persons

collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and

the present or potential issuance of Ordinary Shares (or securities convertible into or exercisable for Ordinary Shares) could result

in an increase in outstanding Ordinary Shares or voting power of 5% or more;

issuance or potential issuance of Ordinary Shares will result in our undergoing a change of control.

The Companies Act and Cayman

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but not limited to:

● the timing of the transaction, including in the

event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval

or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

● the expected cost of holding a shareholder vote;

● the risk that the shareholders would fail to

approve the proposed Business Combination;

● other time and budget constraints of our Company;

● additional legal complexities of a proposed Business

Combination that would be time consuming and burdensome to present to shareholders.

timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either

not enough time to seek shareholder approval or doing so would place our Company at a disadvantage in the transaction or result in other

additional burdens on our Company;

expected cost of holding a shareholder vote;

risk that our shareholders would fail to approve the proposed Business Combination;

time and budget constraints of our Company;

legal complexities of a proposed Business Combination that would be time consuming and burdensome to present to our shareholders.

Permitted Purchases and Other Transactions

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equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of

the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued

and outstanding Public Shares, subject to the limitations described herein.

At the completion of our initial Business Combination, we

will be required to purchase any Ordinary Shares properly delivered for redemption and not withdrawn.

the initial Business Combination, including interest (which interest shall be net of taxes payable, if any), divided by the number of

then issued and outstanding Public Shares, subject to the limitations described herein.

At the completion of our initial Business Combination,

we will be required to purchase any Ordinary Shares properly delivered for redemption and not withdrawn.

The amount in the Trust Account

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The per-share amount we will distribute to Public

Shareholders who properly redeem their Public Shares will not be reduced by the Deferred Discount we will pay to the underwriter of the

Initial Public Offering.

The redemption rights include the requirement that a beneficial holder must identify itself in order to validly

redeem its Public Shares.

There will be no redemption rights upon the completion of our initial Business Combination with respect to our

Public Warrants.

Shareholders who properly redeem their Public Shares will not be reduced by the Deferred Fee we will pay to the Underwriter.

The redemption

rights include the requirement that a beneficial holder must identify itself in order to validly redeem its Public Shares.

be no redemption rights upon the completion of our initial Business Combination with respect to our Public Warrants.

Our Sponsor, directors and

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shareholder approval while direct mergers with our Company where we do not survive and any transactions where we issue more than 20% of

our issued and outstanding Ordinary Shares or seek to amend our Amended and Restated Charter would typically require shareholder approval.

our issued and outstanding Ordinary Shares or seek to amend our Amended and Restated Articles would typically require shareholder approval.

We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC, unless shareholder approval

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required and we do not decide to hold a shareholder vote to approve our initial Business Combination for business or other reasons, we

will, pursuant to our Amended and Restated Charter:

● conduct the redemptions pursuant to Rule 13e-4

and Regulation 14E of the Exchange Act, which regulate issuer tender offers;

● file tender offer documents with the SEC prior

to completing our initial Business Combination that contain substantially the same financial and other information about the initial Business

Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation

will, pursuant to our Amended and Restated Articles:

● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E

of the Exchange Act, which regulate issuer tender offers;

● file tender offer documents with the SEC prior to completing

our initial Business Combination that contain substantially the same financial and other information about the initial Business Combination

and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement

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of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for

business or other reasons, we will, pursuant to our Amended and Restated Charter:

● conduct the redemptions in conjunction with a

proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant

to the tender offer rules;

business or other reasons, we will, pursuant to our Amended and Restated Articles:

● conduct the redemptions in conjunction with a proxy solicitation

pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender

● file proxy materials with the SEC.

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A quorum for such meeting will

be present if the holders of at least one third of issued and outstanding shares entitled to vote at the meeting are represented in person

Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor, officers

and directors have agreed to vote their Founder Shares, Private Placement Shares and any Public Shares purchased during or after the Initial

Public Offering (including in open market and privately-negotiated transactions) in favor of our initial Business Combination.

of seeking approval of an Ordinary Resolution, non-votes will have no effect on the approval of our initial Business Combination once

a quorum is obtained.

As a result, in addition to our Initial Shareholders’ Founder Shares and Private Placement Shares and the

Representative Shares, we would need 5,191,813 or 30.01%, of the 17,250,000 Public Shares sold in the IPO to be voted in favor of an initial

Business Combination in order to have our initial Business Combination approved, assuming all outstanding shares are voted and the parties

be present if the holders of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting are represented

in person or by proxy.

Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor,

officers and directors have agreed to vote their Founder Shares, Private Placement Shares and any Public Shares purchased during or after

the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of our initial Business Combination.

For purposes of seeking approval of an Ordinary Resolution, non-votes will have no effect on the approval of our initial Business Combination

once a quorum is obtained.

As a result, in addition to the Founder Shares, Private Placement Shares, and Representative Shares, we would

need 5,191,813 or 30.01%, of the 17,250,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business

Combination in order to have our initial Business Combination approved, assuming all outstanding Ordinary Shares are voted and the parties

to the Letter Agreement do not acquire any Class A Ordinary Shares.

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and we instead may search for an alternate Business Combination.

Limitation on Redemption Upon Completion of

Limitation on Redemptions Upon Completion of

our Initial Business Combination If We Seek Shareholder Approval

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redemption rights, if we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection

with our initial Business Combination pursuant to the tender offer rules, our Amended and Restated Charter provides 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 redeeming its Public Shares with respect to more

than an aggregate of 15% of the Public Shares sold in the Initial Public Offering (the “Excess Shares”), without our prior

We believe this restriction will discourage Public Shareholders from accumulating large blocks of Public Shares, and subsequent

attempts by such Public Shareholders to use their ability to exercise their redemption rights against a proposed Business Combination

with our initial Business Combination pursuant to the tender offer rules, our Amended and Restated Articles provides that a Public Shareholder,

together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as

a “group” (as defined under Section 13 of the Exchange Act), are restricted from redeeming its Public Shares with

respect to more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering (the “Excess Shares”), without

our prior consent.

We believe this restriction will discourage Public Shareholders from accumulating large blocks of Public Shares, and

subsequent attempts by such Public Shareholders to use their ability to exercise their redemption rights against a proposed Business Combination

as a means to force us, our Sponsor or its affiliates to purchase their Public Shares at a significant premium to the then-current market

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Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the Public Shares

could threaten to exercise its redemption rights if such Public Shareholder’s Public Shares are not purchased by us, our Sponsor

or its affiliates at a premium to the then-current market price or on other undesirable terms.

By limiting our Public Shareholders’

ability to redeem no more than 15% of the Public Shares, we believe we are limiting the ability of a small group of Public Shareholders

to unreasonably attempt to block our ability to complete our initial Business Combination, particularly in connection with a Business

Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

we will not be restricting our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or

against our initial Business Combination.

could threaten to exercise its redemption rights if such Public Shares are not purchased by us, our Sponsor or its affiliates at a premium

to the then-current market price or on other undesirable terms.

By limiting our Public Shareholders’ ability to redeem no more than

15% of the Public Shares, we believe we are limiting the ability of a small group of Public Shareholders to unreasonably attempt to block

our ability to complete our initial Business Combination, particularly in connection with a Business Combination with a target that requires

as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we will not be restricting our Public Shareholders’

ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business Combination.

Tendering Share Certificates in Connection

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to approve the Business Combination set forth in the proxy materials or tender offer documents, as applicable, unless otherwise agreed

Furthermore, if a holder of

a Public Share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable

date not to elect to exercise such rights, such Public Shareholder may simply request that the transfer agent return the certificate (physically

Furthermore, if a Public Shareholder

delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not

to elect to exercise such rights, such Public Shareholder may simply request that the transfer agent return the certificate (physically

or electronically).

It is anticipated that the funds to be distributed to holders of our Public Shares electing to redeem their Public

Shares will be distributed promptly after the completion of our Business Combination.

It is anticipated that the funds to be distributed to our Public Shareholders electing to redeem their Public Shares

will be distributed promptly after the completion of our Business Combination.

If our initial Business Combination

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if No Initial Business Combination

Our Sponsor, directors and

officers have agreed that we will have until the end of the Combination Period to complete our initial Business Combination.

not completed our initial Business Combination within such Combination 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 (less up

to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), 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 liquidating distributions, if any);

Our Amended and Restated Articles

provide that we have until the end of the Combination Period to complete our initial Business Combination.

If we have not completed our

initial Business Combination within such Combination Period, we will:

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

(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 (less up to $100,000 of

interest to pay dissolution expenses and which interest shall be net of taxes payable, if any), 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 liquidating distributions, if any);

and (iii) as promptly as reasonably possible following such redemption,

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There will be no

redemption rights or liquidating distributions with respect to our Public Warrants, which will expire worthless if we fail to complete

our initial Business Combination within the Combination Period.

redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete our initial

Business Combination within the Combination Period.

Our Sponsor, officers and

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and officers have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended and Restated

Charter (i) that would modify the substance or timing of our obligation to allow redemption in connection with our initial Business

Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period,

or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination

activity, in each case unless we provide our Public Shareholders with the opportunity to redeem their Class A Ordinary Shares upon

approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,

including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares.

Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination

or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period, or (ii)

any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case unless

we provide our Public Shareholders with the opportunity to redeem their Class A Ordinary Shares upon approval of any such amendment

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest

shall be net of taxes payable, if any), divided by the number of then issued and outstanding Public Shares.

We expect that all costs and

expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining

out of the $1,237,201 of proceeds held outside the Trust Account, although we cannot assure our shareholders that there will be sufficient

funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan

of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes, we may request the trustee

to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

out of the approximately $772,506 of proceeds held outside the Trust Account (as of December 31, 2025), although we cannot assure our

Public Shareholders that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs

and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account

not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest

to pay those costs and expenses.

Although we seek to have all

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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 enter into an agreement with a third party that has not executed

a waiver only if Management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

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

consultant whose particular expertise or skills are believed by Management to be significantly superior to those of other consultants

that would agree to execute a waiver or in cases where we are 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 have not completed our initial Business Combination within the Combination Period, or upon the exercise of

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

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

Team will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed

a waiver only if our Management Team believes that such third party’s engagement would be significantly more beneficial to us than

any alternative.

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

of a third-party consultant whose particular expertise or skills are believed by our Management Team to be significantly superior to those

of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result

of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any

Upon redemption of our Public Shares, if we have not completed our initial Business Combination within the Combination Period,

or upon the exercise of a redemption right in connection with our initial Business Combination, we will be required to provide for payment

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

Our Sponsor has agreed that

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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

underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

In the event that

an executed waiver is deemed to be unenforceable against a third party, then 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 its indemnity

obligations and believe that our Sponsor’s only assets are securities of our Company and, therefore, our Sponsor may not be able

to satisfy those obligations.

None of our other officers will indemnify us for claims by third parties, including, without limitation,

claims by vendors and prospective target businesses.

Underwriter against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed

to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such third-party

We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that

our Sponsor’s only assets are securities of our Company and, therefore, our Sponsor may not be able to satisfy those obligations.

None of our other officers will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective

target businesses.

In the event that the proceeds

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than the Redemption Price.

We are seeking to reduce the

possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all (i) vendors,

(ii) service providers (other than our independent registered public accounting firm), (iii) prospective target businesses and (iv) other

entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies

held in the Trust Account.

Our Sponsor will also not be liable as to any claims under our indemnity of the underwriter of the Initial

Public Offering against certain liabilities, including liabilities under the Securities Act.

We had $1,237,201 from the proceeds of the

Initial Public Offering and the Private Placement, as of December 31, 2024, with which to pay any such potential claims (including costs

and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).

that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received

funds from our Trust Account could be liable for claims made by creditors.

We seek to reduce the possibility

that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all (i) vendors, (ii) service

providers (other than our independent registered public accounting firm), (iii) prospective target businesses and (iv) other entities

with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the

Trust Account.

Our Sponsor will also not be liable as to any claims under our indemnity of the Underwriter against certain liabilities,

including liabilities under the Securities Act.

We had $772,506 from the proceeds of the Initial Public Offering and the Private Placement,

as of December 31, 2025, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation,

currently estimated to be no more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that

the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims

made by creditors.

If we file a winding-up or

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To the extent any insolvency

claims deplete the Trust Account, we cannot assure our shareholders we will be able to return $10.05 per Public Share to our Public Shareholders.

Additionally, if we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition

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

and/or insolvency laws as a voidable preference.

As a result, a bankruptcy court could seek to recover some or all amounts received by

our shareholders.

Furthermore, our Board of Directors may be viewed as having breached its fiduciary duty to our creditors and/or may

have acted in bad faith, and thereby exposing itself and our Company to claims of punitive damages, by paying Public Shareholders from

the Trust Account prior to addressing the claims of creditors.

We cannot assure our shareholders that claims will not be brought against

us for these reasons.

claims deplete the Trust Account, we cannot assure our Public Shareholders we will be able to return $10.54 as of December 31, 2025, per

Public Share to our Public Shareholders.

Additionally, if we file a winding-up or bankruptcy or insolvency petition or an involuntary

winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by Public Shareholders

could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference.

As a result, a bankruptcy court could

seek to recover some or all amounts received by our Public Shareholders.

Furthermore, our Board of Directors may be viewed as having breached

its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our Company to claims of punitive

damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

We cannot assure our shareholders

that claims will not be brought against us for these reasons.

Our Public Shareholders are

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(i) our completion of an initial Business Combination,

and then only in connection with those Class A Ordinary Shares that such shareholder properly elected to redeem, subject to the limitations

and then only in connection with those Public Shares that such Public Shareholder properly elected to redeem, subject to the limitations

described herein;

(ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our

Amended and Restated Charter (x) in a manner that would affect the substance or timing of our obligation to allow redemption in connection

with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within

the Combination Period or (y) with respect to any other provision relating to shareholders’ rights or pre-initial Business

Amended and Restated Articles (x) in a manner that would affect the substance or timing of our obligation to allow redemption in

connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination

within the Combination Period or (y) with respect to any other provision relating to shareholders’ rights or pre-initial Business

Combination activity;

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reports, including this Report, contain financial statements audited and reported on by our independent registered public accounting firm.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior

to the consummation of our initial Business Combination.

We will provide shareholders

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While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will

We will be required to evaluate

our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act.

We are required to evaluate

our internal control procedures for the fiscal year ended December 31, 2025, as required by the Sarbanes-Oxley Act.

Only in the event

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costs necessary to complete any such acquisition.

We have filed a Registration

Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

a result, we are subject to the rules and regulations promulgated under the Exchange Act applicable to Exchange Act registered

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act

prior or subsequent to the consummation of our initial Business Combination.

We are a Cayman Islands exempted

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undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman

Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax

Islands, for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman Islands imposing any tax

to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied

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growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

We intend to continue to take advantage of the benefits of this extended transition period.

We will remain an emerging

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In addition, prior to the

consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on the appointment or

removal of directors and an amendment to continue our existence in a jurisdiction outside of the Cayman Islands.

As a result, Nasdaq considers

us to be a “controlled company” within the meaning of Nasdaq corporate governance standards.

Under Nasdaq corporate governance

standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another

company is a “controlled company” and may elect not to comply with certain corporate governance requirements.

do not intend to rely on the “controlled company” exemption, but may do so in the future.

Accordingly, if we choose to do

so, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate

governance requirements.

consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on (i) the appointment

or removal of directors and (ii) an amendment to continue our existence in a jurisdiction outside of the Cayman Islands.

Nasdaq considers us to be a “controlled company” within the meaning of Nasdaq corporate governance standards.

corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual,

group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements.

We currently do not intend to rely on the “controlled company” exemption, but may do so in the future.

Accordingly, if we

choose to do so, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of

the Nasdaq corporate governance requirements.

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

What changed 10-K

Item 1. Business