What changed in this filing

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Item 1. Business

2026-03-09 compared with 2025-03-27 · 323 added, 347 removed, 40 unchanged (94% of the section changed)

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of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.

December 6, 2024, the Company consummated its initial public offering (the “IPO”) of 8,625,000 units (“Units”),

including 1,125,000 additional Units granted to the underwriters to cover over-allotments, if any (the “Over-Allotment Option”).

Each Unit consists of one Class A ordinary share, $0.0001 par value per share (“Class A ordinary shares”), and one right

(“rights”) to receive of one-fifth of one Class A ordinary share upon the completion of the initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $86,250,000.

Simultaneously

with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”)

of 244,250 units (the “Private Placement Units”) to the sponsor, at a price of $10.00 per Private Placement Unit, generating

total proceeds of $2,442,500.

Upon the closing of the IPO,

management has agreed that $86,250,000, or $10.00 per Unit sold in the IPO, would be held into a U.S.-based trust account (“trust

account”), with Wilmington Trust, N.A.

On December 6, 2024, the Company consummated its initial public offering

(the “IPO”) of 8,625,000 units (“Units”), including 1,125,000 additional Units granted to the underwriters to

cover over-allotments, if any (the “over-allotment option”).

Each Unit consists of one Class A ordinary share, $0.0001 par

value per share (“Class A ordinary shares”), and one right (“Rights”) to receive of one-fifth of one Class A

ordinary share upon the completion of the initial business combination.

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

total gross proceeds of $86,250,000.

Simultaneously with the consummation of the IPO and the sale of the

Units, the Company consummated the private placement (“Private Placement”) of 244,250 units (the “Private Placement

Units”) to the Sponsor, at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,442,500.

Upon the closing of the IPO, management has agreed that $86,250,000,

or $10.00 per Unit sold in the IPO, would be held into a U.S.-based trust account (“Trust Account”), with Wilmington Trust,

acting as trustee.

The funds held in the Trust Account are invested only in U.S.

treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7

promulgated under the Investment Company Act which invest solely in direct U.S.

government treasury bills with a maturity of

185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company

Act which invest solely in direct U.S.

government treasury.

Except with respect to divided

and/or interest earned on the funds held in the trust account that may be released to the Company to pay the Company’s tax obligation,

if any, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held in the trust account will

not be released from the trust account until the earliest to occur of (i) the completion of the Company’s initial business

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

memorandum and articles of association effective at the time to (A) modify the substance or timing of obligation to redeem 100% of

the Company’s public shares if the Company does not complete the Company’s initial business combination by the Combination

Deadline (as defined below), or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination

activity and (iii) the redemption of all of public shares if the Company is unable to complete their initial business combination

by the Combination Deadline, subject to applicable law.

In no other circumstances will a public shareholder have any right or interest

of any kind to or in the trust account.

The proceeds deposited in the trust account could become subject to the claims of the Company’s

creditors, if any, which could have priority over the claims of the public shareholders.

Except with respect to divided and/or interest earned on the funds held

in the Trust Account that may be released to the Company to pay the Company’s tax obligation, if any, the proceeds from the IPO

and the sale of the Private Placement Units that are deposited and held in the Trust Account will not be released from the Trust

Account until the earliest to occur of (i) the completion of the Company’s initial business combination, (ii) the redemption

of any Class A ordinary shares sold as part of the Units in the IPO (the “Public Shares”) properly tendered in connection with a shareholder vote to amend the Company’s memorandum and articles of association

effective at the time to (A) modify the substance or timing of obligation to redeem 100% of the Company’s Public Shares if

the Company does not complete the Company’s initial business combination by the Combination Deadline (as defined below), or (B) with

respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption

of all of Public Shares if the Company is unable to complete their initial business combination by the Combination Deadline, subject to

applicable law.

In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have

priority over the claims of the Public Shareholders.

Our efforts to identify a prospective target business will not be limited

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relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.

Business Combination

rules require that we must complete one or more initial business combinations with a total aggregate fair market value of at least 80%

of the value of the assets held in the trust account (excluding any deferred underwriters’ fees and taxes payable on the interest

income earned on the trust account) at the time of our signing of a definitive agreement in connection with our initial business combination.

We refer to this as the 80% of net assets test.

If our board of directors determines that it is not able to independently determine the

fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking firm or an independent

valuation or appraisal firm, with respect to the satisfaction of such criteria.

In addition, pursuant to Nasdaq rules, any initial business

combination must be approved by a majority of our independent directors.

currently intend to structure our initial business combination so that the post-transaction company in which our public shareholders

own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses.

We may, however,

structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or

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

but we will only complete such initial 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 business sufficient for it not to be required

to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior to the initial business

combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and

us in the initial 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 issued and outstanding capital stock 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 issued and outstanding shares subsequent to our initial business combination.

If less than 100% of the outstanding 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 valued for purposes of the 80% of net assets

If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate

value of all of the target businesses.

If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required

to meet the foregoing 80% of net asset test.

the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages

of development or growth, we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor

to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant

risk factors.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in

our incurring losses and will reduce the funds we can use to complete another business combination.

Strategy and Acquisition Criteria

management team intends to focus on creating shareholder value by leveraging its experience in the management and operation of businesses

to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions.

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

target businesses.

While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these

criteria and guidelines should we consider it appropriate to do so:

Management Team

will seek to acquire those businesses with reasoned and strong managements having a track record of driving growth and profitability;

or having proposition of the businesses that may likely be well received by public investors.

Deal Size with Growth Potential

intend to seek target companies that have underexploited expansion opportunities.

This expansion can be accomplished through a combination

of accelerating organic growth and finding attractive add-on acquisition targets.

Our management team has significant experience in identifying

such targets and in helping target management assess the strategic and financial fit.

Similarly, our management has the expertise to

assess the likely synergies and to help a target integrate acquisitions.

Revenue Visibility with Defensible Market Position

management’s view, the target companies should be close to an anticipated inflection point, such as those companies requiring additional

management expertise, those companies able to innovate by developing new products or services, or companies where we believe we have

ability to achieve improved profitability performance through an acquisition designed to help facilitate growth.

from Being a U.S.

Public Company (Value Creation and Marketing Opportunities)

intend to search target companies that we believe will help offer attractive risk-adjusted equity returns for our shareholders.

other criteria, we expect to evaluate financial returns based on (i) the potential for organic growth in cash flows, (ii) the ability

to achieve cost savings, (iii) the ability to accelerate growth, including through the opportunity for follow-on acquisitions, and (iv)

the prospects for creating value through other value creation initiatives.

We also plan to evaluate potential upside from future growth

in the target business’ earnings and an improved capital structure.

criteria are not intended to be exhaustive.

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

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

may deem relevant.

the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria

and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications

related to our initial business combination, which would be in the form of proxy solicitation or tender offer materials that we would

file with the U.S.

Securities and Exchange Commission (the “SEC”).

We will either (i) seek

shareholder approval of our initial business combination at a meeting called for such purpose at which public shareholders may seek to

redeem their public shares, regardless of whether they vote for or against, or abstain from voting on, the proposed initial business

combination, for their pro rata portion of the aggregate amount then on deposit in the trust account (net of taxes payable and up to

$100,000 of interest generated from the funds held in the trust account released to us to pay dissolution expenses) or (ii) provide

our public shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need

for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, in

each case subject to the limitations described herein.

Notwithstanding the foregoing, our directors, officers and sponsor (the “insiders”)

have agreed, pursuant to the letter agreement, dated December 4, 2024, among the Company and the insiders (the “Letter Agreement”),

not to redeem any public shares held by them into their pro rata portion of the aggregate amount then on deposit in the trust account.

The decision as to whether we will seek shareholder approval of our proposed initial business combination or 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.

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

to sell their shares pursuant to the tender offer rules of SEC.

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

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

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

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

favor of the initial business combination.

will have until March 6, 2026 (or 15 months from the consummation of the IPO) to consummate our initial business combination, or

up to June 6, 2026 (or 18 months from the consummation of the IPO) if we have executed a letter of intent, agreement in principle or

definitive agreement for an initial business combination before March 6, 2026.

We refer the applicable deadline to consummate the initial

business combination in each case, March 6, 2026 or June 6, 2026, as the “Combination Deadline”.

In the case that we execute

a letter of intent, agreement in principle or definitive agreement for an initial business combination before March 6, 2026, we will

issue a press release and file a Current Report on Form 8-K announcing the execution as well as the extended deadline to complete our

initial business combination.

Our public shareholders will

not be afforded an opportunity to vote on our extension of time to consummate an initial business combination from 15 months to up

to 18 months described above or redeem their shares in connection with such extensions.

If we are unable to consummate our initial

business combination by the Combination Deadline, unless we extend such period pursuant to our memorandum and articles of association

effective at the time, we will, as promptly as possible but not more than ten (10) business days thereafter, redeem 100% of our issued

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

earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes (less up to $100,000 of

interest generated from the funds held in the trust account released to us to pay dissolution expenses), and then seek to liquidate and

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

of our public shareholders.

We have not selected any

specific initial business combination target but intend to target businesses with enterprise values that are greater than we could acquire

with the net proceeds of this offering and the sale of the Private Placement Units.

As a result, if the cash portion of the purchase price

exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be

required to seek additional financing to complete such proposed initial business combination.

We cannot assure you that such financing

will be available on acceptable terms, if at all.

To the extent that additional financing proves to be unavailable when needed to complete

our initial business combination, we would be compelled to either restructure the transaction or abandon that particular initial business

combination and seek an alternative target business candidate.

Further, we may be required to obtain additional financing in connection

with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations

of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business

combination, or to fund the purchase of other companies.

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

may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders,

and our rights will expire worthless.

In addition, even if we do not need additional financing to complete our initial 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 initial business combination.

Raising additional third-party

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

In addition, the amount

of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection

with an initial business combination.

The per share amount we will distribute to shareholders who properly exercise their redemption rights

will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect

our obligation to pay the entire deferred underwriting commissions.

Rights for Public Shareholder upon Completion of Our Initial Business Combination

We will provide our public

shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business

combination at a per-share price, payable in cash, 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 earned on the funds held in the trust

account and not previously released to us to pay our franchise and income taxes, if any, divided by the number of then-issued and outstanding

public shares, subject to the limitations described herein.

The amount in the trust account is initially anticipated to be $10.00 per

public share.

The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred

underwriting commissions we will pay to the underwriters.

The redemption rights will include the requirement that a beneficial owner must

identify itself in order to validly redeem its shares.

There will be no redemption rights upon the completion of our initial business

combination with respect to our rights.

Further, we will not proceed with redeeming our public shares, even if a public shareholder has

properly elected to redeem its shares, if an initial business combination does not close.

Our initial shareholders have entered into agreements

with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held

by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment

to our memorandum and articles of association effective at the time (A) that would modify the substance or timing of our obligation to

provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination

or to redeem 100% of our public shares if we do not complete our initial business combination by the Combination Deadline or (B) with

respect to any other provision relating to the rights of holders of our Class A ordinary shares.

of Conducting Redemptions

We will provide our public

shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business

combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) by means of a tender

The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct 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 require us to seek shareholder approval under applicable law or stock exchange listing requirement

or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval

under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our

company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our memorandum

and articles of association effective at the time would typically require shareholder approval.

We currently intend to conduct redemptions

in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement

or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

So long as we obtain

and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules.

If we held a shareholder vote to

approve our initial business combination, we will, pursuant to our second amended and restated memorandum and articles of association

(the “Current Charter”):

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;

proxy materials with the SEC.

of Our Initial Business Combination to a Stockholder Vote

the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection

therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

On March 11, 2025, the Company

held an extraordinary general meeting (the “Shareholder Meeting”).

At the Shareholder Meeting,

the shareholders of the Company, by special resolution, approved the proposal to amend Company’s amended and restated memorandum

and articles of associations (the “Previous Charter”) to change the Company’s name from “Shepherd Ave Capital

Acquisition Corporation” to “Aifeex Nexus Acquisition Corporation” (the “First Name Change”).

Promptly following the approval, the Company filed a Second Amended

and Restated Memorandum and Articles of Association (the “Second Amended Charter”) with the Cayman Islands Companies Register

to effect the Name Change.

In connection with the First Name Change, the Company’s ticker symbols for its units, ordinary shares

and Rights changed from “SPHAU”, “SPHA”, “SPHAR”, in each case to “AIFEU”, “AIFE”,

and “AIFER”, and commenced trading under the new symbols on March 12, 2025.

On August 6, 2025, the Company

held a second extraordinary general meeting (the “Second Shareholder Meeting”).

At the Second Shareholder

Meeting, the shareholders of the Company, by special resolution, approved the proposal to amend Company’s Second Amended Charter

to change the Company’s name from “Aifeex Nexus Acquisition Corporation” to “Pantages Capital Acquisition Corporation”

(the “Second Name Change”).

Promptly following the approval, the Company filed a Third Amended

and Restated Memorandum and Articles of Association (the “Current Charter”) with the Cayman Islands Companies Register to

effect the Second Name Change.

In connection with the Second Name Change, the Company’s ticker symbols for its units, ordinary shares

and Rights changed from “AIFEU”, “AIFE” “AIFER”, in each case to “PGACU”, “PGAC”,

and “PGACR”, and commenced trading under the new symbols on August 8, 2025.

Business Combination with MacMines

On November 18, 2025, the Company entered into

a Business Combination Agreement by and among (i) the Company, (ii) MacMines Austasia Pty Ltd, an Australian proprietary company limited

by shares (the “MacMines”), (iii) HORIZON MINING LIMITED, a Cayman Islands exempted company (“Pubco”), (iv) HORIZON

MERGER 1 LIMITED, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”);

(v) Horizon Mining

SPV Pty Ltd, an Australian proprietary company limited by shares and a wholly owned subsidiary of MacMines (“Tenement SPV”);

and (vi) Jincheng Yao, an individual (“Seller Representative”) (the “Merger Agreement”).

Reorganization

Pursuant to the Merger Agreement, prior to the Closing (as defined

below), MacMines and its affiliates shall consummate a series of reorganization transactions, including:

(i) MacMines and Pubco will enter

into a Share Sale Agreement for the sale by MacMines of all of the issued share capital in Tenement SPV to Pubco in exchange for the issue

of Pubco ordinary shares to MacMines (the “Share Sale Agreement”), and (ii) MacMines and Tenement SPV will enter into an Asset

Sale Agreement for the sale by MacMines to Tenement SPV of the application for Mining Lease 700074 as lodged with the Queensland Government,

Australia, on or about November 16, 2022 (the “ MLA ”) and documents and information relating exclusively and specifically

to the MLA (the “Asset Sale Agreement”) (together with all other agreements, deeds, instruments or documents as may be necessary

or appropriate to give effect to the Share Sale Agreement or Asset Sale Agreement as contemplated by those agreements, the “Reorganization

Documents”) to implement and effect the transactions contemplated therein in a form reasonably agreed between the parties to the

Merger Agreement.

Upon the terms and subject to satisfaction of

the conditions set forth in the Reorganization Documents, the following transactions (collectively, “Reorganization”) shall

take place at a date and time agreed by the parties thereto:

(x) Pubco will issue 18,000,000 Pubco ordinary

shares (the “Reorganization Shares”) to MacMines in exchange for the transfer of all the issued and outstanding share capital

of Tenement SPV held by MacMines to Pubco;

(y) MacMines will assign, transfer, convey and

sale to Tenement SPV, and Tenement SPV will acquire and receive from MacMines, all the assets, including the MLA.

As a result of the Reorganization,

Tenement SPV shall become the wholly-owned subsidiary of Pubco, and Pubco shall become the majority-owned subsidiary of MacMines.

After the consummation of the Reorganization and

upon the terms and subject to satisfaction of the conditions set forth in the Merger Agreement, at a date and time agreed by the parties

to the Merger Agreement (the “Closing Date”):

(x) the Merger Sub will merge with and into the

Company (the “Merger”, together will all other transactions contemplated under the Merger Agreement, the “MacMines Business

Combination”, with the closing of the MacMines Business Combination referred as “Closing”), with the Company surviving

the Merger as a wholly owned subsidiary of Pubco and the outstanding securities of the Company and Merger Sub being converted into the

right to receive shares of Pubco as follows:

issued and outstanding Unit and Private Placement Unit of the Company shall be automatically detached, and the holder thereof shall be

deemed to hold one Class A ordinary share and one right of the Company.

Class A ordinary share of the Company for which a holder has exercised its right of redemption shall be surrendered and cancelled and

shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor.

Each of the remaining issued and outstanding

Class A ordinary shares or Class B ordinary share shall be canceled and converted automatically into the right to receive one Pubco ordinary

issued and outstanding right of the Company shall be automatically converted into the number of Pubco ordinary shares that would have

been received by the holder thereof if such right of the Company had been converted upon the consummation of a Business Combination in

accordance with the Company’s IPO Prospectus and Current Charter, and the Rights into Class A ordinary shares of the Company.

there are any shares of the Company that are owned by the Company as treasury shares, such shares shall be canceled and extinguished

without any conversion thereof or payment therefor, and each Merger Sub ordinary share issued and outstanding immediately prior to the

Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share, par value $0.0001 per

share, of the surviving Company.

(y) all issued and outstanding Reorganization

Shares shall be automatically reclassified into Pubco ordinary shares.

No fractional shares of Pubco ordinary shares

will be issued by Pubco;

instead, each person who would otherwise be entitled to a fractional share shall instead be entitled to the number

of Pubco ordinary shares issued to such person rounded down in the aggregate to the nearest whole Pubco ordinary share.

The foregoing Merger and conversion of securities

shall occur all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of

applicable Law.

Since the Merger Agreement was executed before March

6, 2026, the 15-month anniversary of the closing of the IPO, the Company’s deadline to complete its initial business combination

is extended, pursuant to the Current Charter, to June 6, 2026.

Certain Related Agreements

Seller Lock-Up Agreement

Concurrently with the execution and delivery of

the Merger Agreement, the Company, MacMines, and Pubco entered into a Lock-Up Agreement (the “Seller Lock-Up Agreement”),

pursuant to which 50.00% of the securities of Pubco held by MacMines (the “Restricted Securities”) will be

locked-up and subject to transfer restrictions for a period of time following the closing of the MacMines Business Combination (the “Closing”),

as described below, subject to certain exceptions.

The lock-up period applicable to the Restricted Securities will commence from

the date of Closing (the “Closing Date”) and end until the earlier of (i) the six (6) month anniversary of Closing Date, and

(ii) the date on which the closing sale price of the Pubco ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits,

share dividends, reorganizations, and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day

period commencing after the Closing Date.

Seller Support Agreement

Concurrently with the execution of the Merger

Agreement, the Company and MacMines entered into a support agreement (the “Seller Support Agreement”), pursuant to which,

among other things, MacMines agreed (i) not to transfer, and (ii) to vote its Pubco ordinary shares in favor of the Merger Agreement (including

by execution of written resolutions), the Merger, and the other transactions.

The Seller Support Agreement and all of its provisions will

terminate and be of no further force or effect upon the earlier of (i) the effective time of the Closing, (ii) the termination of the

Merger Agreement in accordance with its terms, and (iii) the written agreement of the Company and MacMines.

Sponsor Support Agreement

Concurrently with the execution of the Merger Agreement, the Company,

MacMines, and the Sponsor entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which, among other

things, the Sponsor agreed (i) not to transfer, and (ii) to vote its ordinary shares of the Company in favor of the Merger Agreement (including

by execution of written resolutions), the Merger, and the other transactions.

The Sponsor Support Agreement and all of its provisions

will terminate and be of no further force or effect upon the earlier of (i) the mutual written consent of Company, MacMines, and the Sponsor,

(ii) the effective time of the Closing, or (iii) the termination of the Merger Agreement in accordance with its terms.

Registration Rights Agreement

The Merger Agreement contemplates that, at the

Closing, Pubco and MacMines will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), to be effective

as of the Closing, pursuant to which Pubco agrees to file a registration statement as soon as practicable upon receipt of a request from

MacMines to register the resale of certain registrable securities under the Securities Act, subject to required notice provisions.

Pubco has also agreed to provide customary “piggyback” registration rights with respect to such registrable securities and,

subject to certain circumstances, to file a resale shelf registration statement to register the resale under the Securities Act of

such registrable securities.

The Registration Rights Agreement also provides

that Pubco will pay certain expenses relating to such registrations and indemnify the securityholders against certain liabilities.

rights granted under the Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties

with respect to their MacMines securities or Pubco securities.

Redemption Rights for Public Shareholder upon

Completion of Our Initial Business Combination

We will provide our Public Shareholders with the opportunity to redeem

all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable

in cash, 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 earned on the funds held in the Trust Account and not previously released to us

to pay our franchise and income taxes, if any, divided by the number of then-issued and outstanding Public Shares, subject to the limitations

described herein.

The amount in the Trust Account is initially anticipated to be $10.00 per Public Share.

The per share amount we will

distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the

underwriters.

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

There will be no redemption rights upon the completion of our initial business combination with respect to our Rights.

we will not proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its shares, if an initial

business combination does not close.

Our Insiders have entered into agreements with us, pursuant to which they have agreed to waive their

redemption rights with respect to any founder shares and Public Shares held by them in connection with (i) the completion of our initial

business combination and (ii) a shareholder vote to approve an amendment to our memorandum and articles of association effective at the

time (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have

their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete

our initial business combination by the Combination Deadline or (B) with respect to any other provision relating to the rights of holders

of our Class A ordinary shares.

Manner of Conducting Redemptions

We will provide our Public Shareholders with the opportunity to redeem

all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with

a general meeting called to approve the initial business combination or (ii) by means of a tender offer.

The decision as to whether we

will seek shareholder approval of a proposed initial business combination or conduct 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

require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign

private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules).

Asset acquisitions and share

purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more

than 20% of our issued and outstanding ordinary shares or seek to amend our memorandum and articles of association effective at the time

would typically require shareholder approval.

We currently intend to conduct redemptions in connection with a shareholder vote unless

shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant

to the tender offer rules of the SEC for business or other reasons.

So long as we obtain and maintain a listing for our securities on

Nasdaq, we will be required to comply with Nasdaq rules.

If we held a shareholder vote to approve our initial business combination, we

will, pursuant to our Current 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;

file proxy materials with the SEC.

Submission of Our Initial Business Combination

to a Stockholder Vote

In the event that we seek shareholder approval of our initial business

combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders with the redemption rights

described above upon completion of the initial business combination.

If we seek shareholder approval of our initial business combination,

2 unchanged sentences

In such case,

our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination.

result, for purpose of seeking shareholder approval for our initial business combination, in addition to our founder shares and Class

A ordinary shares underlying the Private Placement Units (the “private shares”), we would need additional 1,096,542 public

shares to vote in order to obtain a quorum which is, pursuant to the Current Charter, one-third of our shareholders entitled to vote

at the meeting.

Once a quorum is obtained, (i) assuming only a quorum is present and voted at such meeting held to vote on our initial

business combination, we do not need any additional vote from public shareholders to approve the initial business combination, or (ii)

assuming all issued and outstanding shares are present and voted, we need additional 2,697,408, or 36.0%, of the 7,500,000 public shares

sold in this offering to be voted in favor of a transaction (none of our officers, directors, initial shareholders or their affiliates

has indicated any intention to purchase units in this offering or any units or Class A ordinary shares in the open market or in private

transactions (other than the private units)).

Each public shareholder may elect to redeem their public shares irrespective of whether

they vote for or against the proposed transaction or vote at all.

on Redemption upon Completion of our Initial Business Combination if We Seek Stockholder Approval

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 Current 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 shares with respect to more than an aggregate of 15% of the shares sold in the IPO, which

we refer to as “Excess Shares,” without our prior consent.

We believe this restriction will discourage shareholders from accumulating

large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed

initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current

market price or on other undesirable terms.

Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares

sold in the IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or

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

By limiting our shareholders’ ability

to redeem no more than 15% of the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group

of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection

with an initial 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 would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our

initial business combination.

of Public Shares and Liquidation if No Initial Business Combination

our Insiders have agreed to vote their founder shares and Public Shares in favor of our initial business combination.

As a result, for

purpose of seeking shareholder approval for our initial business combination, in addition to our founder shares and Class A ordinary shares

underlying the Private Placement Units (the “private shares”), we would need additional 1,096,542 Public Shares to vote in

order to obtain a quorum which is, pursuant to the Current Charter, one-third of our shareholders entitled to vote at the meeting.

Once a quorum is obtained, (i) assuming only a quorum is present and voted at such meeting held to vote on our initial business combination,

we do not need any additional vote from Public Shareholders to approve the initial business combination, or (ii) assuming all issued and

outstanding shares are present and voted, we need additional 2,697,408, or 36.0%, of the 7,500,000 Public Shares sold in the IPO to be

voted in favor of a transaction (none of our officers, directors, Insiders or their affiliates has indicated any intention to purchase

units in the IPO or any units or Class A ordinary shares in the open market or in private transactions (other than the private units)).

Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction

or vote at all.

Limitation on Redemption upon Completion of our Initial Business

Combination if We Seek Stockholder Approval

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 Current

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 shares with respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as “Excess Shares,”

without our prior consent.

We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent

attempts by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a

means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable

Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten

to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our management at a premium to

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

By limiting our shareholders’ ability to redeem no more than 15% of

the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably

attempt to block our ability to complete our initial business combination, particularly in connection with an initial 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 would not be

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

Redemption of Public Shares and Liquidation if No Initial Business

Under the Current Charter,

15 unchanged sentences

ten business days thereafter, subject to applicable Cayman Islands law.

executive offices are located at 221 W 9th St, #859, Wilmington, Delaware 19801, and our telephone number is 302-235-3848.

We are required

to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and are required to disclose

certain material events in current reports on Form 8-K.

The SEC maintains an Internet website that contains reports, proxy and information

statements and other information regarding issuers that file electronically with the SEC.

The SEC’s Internet website is located

at http://www.sec.gov.

In addition, the Company will provide copies of these documents without charge upon request from us by mail to

221 W 9th St, #859, Wilmington, Delaware 19801.

as a Public Company

believe our structure will make us an attractive initial business combination partner to target businesses.

As an existing public company,

we offer a target business an alternative to a traditional initial public offering through a merger or other initial business combination

In an initial business combination transaction with us, the owners of the target business may, for example, exchange their shares

of stock in the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class

A Ordinary Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses

will find this method a more expeditious and cost-effective method to becoming a public company than a typical initial public offering.

The typical initial public offering process takes a significantly longer period of time than the typical initial business combination

transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and

commissions, that may not be present to the same extent in connection with an initial business combination with us.

once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial

public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions,

which could delay or prevent the offering from occurring or have negative valuation consequences.

Once public, we believe the target

business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’

interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting

a company’s profile among potential new customers and vendors and aid in attracting talented employees.

we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential

target businesses may view our status as a special purpose acquisition company, including our lack of an operating history and our potential

need to seek shareholder approval of a proposed initial business combination, negatively.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities

Act”) and as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible

to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not

“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and

proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder

approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result,

there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

Corporate Information

Our executive offices are

located at 221 W 9th St, #859, Wilmington, Delaware 19801, and our telephone number is 302-235-3848.

We are required to file annual reports

on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events

in current reports on Form 8-K.

The SEC maintains an Internet website that contains reports, proxy and information statements and other

information regarding issuers that file electronically with the SEC.

The SEC’s Internet website is located at http://www.sec.gov.

In addition, the Company will provide copies of these documents without charge upon request from us by mail to 221 W 9th St, #859, Wilmington,

Delaware 19801.

Status as a Public Company

We believe our structure

will make us an attractive initial business combination partner to target businesses.

As an existing public company, we offer a target

business an alternative to a traditional initial public offering through a merger or other initial business combination with us.

initial business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in

the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary

Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses will find

this method a more expeditious and cost-effective method to becoming a public company than a typical initial public offering.

initial public offering process takes a significantly longer period of time than the typical initial business combination transaction

process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions,

that may not be present to the same extent in connection with an initial business combination with us.

Furthermore, once a proposed initial business combination is completed,

the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s

ability to complete the IPO, as well as general market conditions, which could delay or prevent the IPO from occurring or have negative

valuation consequences.

Once public, we believe the target business would then have greater access to capital, an additional means of

providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and

aid in attracting talented employees.

While we believe that our

structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may

view our status as a special purpose acquisition company, including our lack of an operating history and our potential need to seek shareholder

approval of a proposed initial business combination, negatively.

We are an “emerging

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”) and as

modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to take advantage of

certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth

companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any

golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less

active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107

of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

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

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

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed

to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million

as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible

debt securities during the prior three-year period.

identifying, evaluating and selecting a target business for our initial business combination, we have encountered, and expect to continue

to encounter, intense competition from other entities having a business objective similar to ours, including other blank check companies,

private equity groups, leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions.

Many of these

entities are well established and have extensive experience identifying and effecting initial business combinations directly or through

Moreover, many of these competitors possess greater financial, technical, human and other resources than us.

to acquire larger target businesses will be limited by our available financial resources.

This inherent competitive limitation gives

others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in connection with our

public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination

and potential future dilutions that our outstanding warrants represent, which may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

currently maintain our executive offices at 221 W 9th St, #859, Wilmington, Delaware 19801.

We consider our current office space adequate

for our current operations.

We currently have two executive officers, our Chief Executive Officer

and Chairman, William W.

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO,

(b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer,

which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that year’s

second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior

three-year period.

In identifying, evaluating and selecting a target business for our

initial business combination, we have encountered, and expect to continue to encounter, intense competition from other entities having

a business objective similar to ours, including other blank check companies, private equity groups, leveraged buyout funds, public companies

and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying

and effecting initial business combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial,

technical, human and other resources than us.

Our ability to acquire larger target businesses will be limited by our available financial

This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business.

our obligation to pay cash in connection with our Public Shareholders who exercise their redemption rights may reduce the resources available

to us for our initial business combination and potential future dilutions that our outstanding warrants represent, which may place us

at a competitive disadvantage in successfully negotiating an initial business combination.

We currently maintain our

executive offices at 221 W 9th St, #859, Wilmington, Delaware 19801.

We consider our current office space adequate for our current operations.

We currently have two executive

officers, our Chief Executive Officer and Chairman, William W.

Snyder, our Chief Financial Officer and Director, Jia Peng.

The two individuals are not obligated to devote any

specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we

have completed our initial business combination.

The amount of time they will devote in any time period will vary based on the status

of the proposed Transactions and, if the proposed Transactions are not consummated, whether a target business has been selected for our

initial business combination and the stage of the initial business combination process we are in.

We do not intend to have any full-time

employees prior to the completion of our initial business combination.

The two individuals

are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary

to our affairs until we have completed our initial business combination.

The amount of time they will devote in any time period will vary

based on the status of the proposed Transactions and, if the proposed Transactions are not consummated, whether a target business has

been selected for our initial business combination and the stage of the initial business combination process we are in.

We do not intend

to have any full-time employees prior to the completion of our initial business combination.

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