What changed in this filing

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Item 1. Business

2026-03-30 compared with 2025-03-26 · 406 added, 388 removed, 822 unchanged (49% of the section changed)

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where Chinese law prohibits direct foreign investment in the operating companies.

As a result, our absolute position

against doing a business combination with a company that conducts operations through a VIE, may limit the pool of acquisition candidates

we may acquire in the PRC, in particular, due to the relevant PRC laws and regulations against foreign ownership of and investment in

certain assets and industries, known as restricted industries.

Furthermore, this may also limit the pool of acquisition candidates we

may acquire in the PRC relative to other special purpose acquisition companies that are not subject to such restrictions, which could

As a result, our absolute

position against doing a business combination with a company that conducts operations through a VIE, may limit the pool of acquisition

candidates we may acquire in the PRC, in particular, due to the relevant PRC laws and regulations against foreign ownership of and investment

in certain assets and industries, known as restricted industries.

Furthermore, this may also limit the pool of acquisition candidates

we may acquire in the PRC relative to other special purpose acquisition companies that are not subject to such restrictions, which could

make it more difficult and costly for us to consummate a business combination with a target business operating in the PRC relative to

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of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement.

Since these statements and regulatory

actions are new, it is highly uncertain how soon legislative or administrative regulation-making bodies will respond and what existing

or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential

impact such modified or new laws and regulations will have on a China-based target company’s daily business operation, the

ability to accept foreign investments and list on a U.S.

Since these statements and

regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation-making bodies will respond and

what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and

the potential impact such modified or new laws and regulations will have on a China-based target company’s daily business operation,

the ability to accept foreign investments and list on a U.S.

or other foreign exchange.

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and societal goals.

The PRC government has recently published new policies that significantly

affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the

future release regulations or policies regarding any industry that could adversely affect our potential business combination with a PRC

operating business and the business, financial condition and results of operations of the combined company.

Any such action, once taken

by the PRC government, could make it more difficult and costly for us to consummate a business combination with a target business operating

in the PRC, result in material changes in the combined company’s post-combination operations and cause the value of the combined

company’s securities to significantly decline, or become worthless or completely hinder the combined company’s ability to

offer or continue to offer securities to investors.

On February 17, 2023, the

China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering

and Listing by Domestic Companies (the “Trial Measures”), which took effect on March 31, 2023.

The Trial Measures supersede

prior rules and clarified and emphasized several aspects, which include but are not limited to:

(1) comprehensive determination of

the “indirect overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance

The PRC government has recently

published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule

out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect our

potential business combination with a PRC operating business and the business, financial condition and results of operations of the combined

Any such action, once taken by the PRC government, could make it more difficult and costly for us to consummate a business combination

with a target business operating in the PRC, result in material changes in the combined company’s post-combination operations

and cause the value of the combined company’s securities to significantly decline, or become worthless or completely hinder the

combined company’s ability to offer or continue to offer securities to investors.

On February 17, 2023,

the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities

Offering and Listing by Domestic Companies (the “Trial Measures”), which took effect on March 31, 2023.

The Trial Measures

supersede prior rules and clarified and emphasized several aspects, which include but are not limited to:

(1) comprehensive determination

of the “indirect overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance

over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following

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any recovery of accumulated losses and appropriations to statutory and other reserves required to be made.

A PRC company is required to

set aside at least 10% of its after-tax profits each year to fund certain statutory reserve funds (up to an aggregate amount equal

A PRC company is required

to set aside at least 10% of its after-tax profits each year to fund certain statutory reserve funds (up to an aggregate amount equal

to half of its registered capital).

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any firm it chooses, with no loopholes and no exceptions.

Recent Developments

Entry into the Merger Agreement

On January 27, 2025, we, Xpand

Boom Technology Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of RDAC (“Purchaser”), Xpand Boom Solutions

Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Purchaser (“Merger Sub,” together with RDAC, Purchaser,

the “Purchaser Parties”), HZJL Cayman Limited, a Cayman Islands exempted company (“HZJL”), certain shareholder

of HZJL (“Principal Shareholder”), and Mr.

Bin Xiong, as representative of the Principal Shareholder of HZJL, entered into

a Merger Agreement (the “Merger Agreement”).

Upon consummation of the transaction

contemplated by the Merger Agreement, (i) RDAC will reincorporate by merging with and into the Purchaser, and (ii) concurrently with the

reincorporation merger, the Merger Sub will be merged with and into HZJL, resulting in HZJL being a wholly owned subsidiary of the Purchaser

(the “Business Combination” and the transactions in connection with the Business Combination collectively, the “Transaction”).

On January 27, 2025, we,

Xpand Boom Technology Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of RDAC (“Purchaser”), Xpand Boom

Solutions Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Purchaser (“Merger Sub,” together with

RDAC, Purchaser, the “Purchaser Parties”), HZJL Cayman Limited, a Cayman Islands exempted company (“HZJL”), certain

shareholder of HZJL (“Principal Shareholder”), and Mr.

Bin Xiong, as representative of the Principal Shareholder of HZJL,

entered into a Merger Agreement (the “Merger Agreement”).

Upon consummation of the

transaction contemplated by the Merger Agreement, (i) RDAC will reincorporate by merging with and into the Purchaser, and (ii) concurrently

with the reincorporation merger, the Merger Sub will be merged with and into HZJL, resulting in HZJL being a wholly owned subsidiary of

the Purchaser (the “Business Combination” and the transactions in connection with the Business Combination collectively, the

“Transaction”).

Upon the closing of the Transaction, the parties plan to remain Nasdaq-listed under a new ticker symbol.

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agreements for a period of six months following the closing of the Transaction, subject to certain exceptions.

The Transaction, which

has been approved by the boards of directors of both RDAC and HZJL, is subject to regulatory approvals, the approvals by the

shareholders of RDAC and HZJL, respectively, and the satisfaction of certain other customary closing conditions, including, among

others, a registration statement, of which the proxy statement/prospectus forms a part, being declared effective by the SEC, and the

approval by Nasdaq of the listing application of the combined company.

The Transaction, which has

been approved by the boards of directors of both RDAC and HZJL, is subject to regulatory approvals, the approvals by the shareholders

of HZJL, and the satisfaction of certain other customary closing conditions, including, among others, a registration statement, of which

the proxy statement/prospectus forms a part, being declared effective by the SEC, and the approval by Nasdaq of the listing application

of the combined company.

Recent Developments

RDAC held its Extraordinary

General Meeting of shareholders (the “EGM”) on November 20, 2025.

As of September 11, 2025, the record date for the EGM, there

were 7,499,375 ordinary shares entitled to vote at the EGM.

At the EGM, there were 5,049,309 ordinary shares voted by proxy or in person,

representing 67.33% of the ordinary shares issued and outstanding and entitled to vote at the EGM as of the record date and constituting

a quorum for the transaction of business.

All of the proposals, i.e.

the Reincorporation Merger Proposal, the Acquisition Merger Proposal,

the Nasdaq Proposal, the PubCo Charter Proposal, the Director Approval Proposal, and the Adjournment Proposal, were approved by the shareholders.

In connection with the shareholders’ vote at the EGM, 5,715,609 ordinary shares were tendered for redemption.

RDAC held its Extraordinary

General Meeting of shareholders (the “Extension Meeting”) on December 12, 2025.

As of September 11, 2025, the record date

for the Extension Meeting, there were 7,499,375 ordinary shares entitled to vote at the Extension Meeting.

At the Extension Meeting, there

were 5,165,854 ordinary shares voted by proxy or in person, representing 68.88% of the Company’s ordinary shares issued and outstanding

and entitled to vote at the Extension Meeting as of the record date and constituting a quorum for the transaction of business.

the proposals, i.e.

the Trust Agreement Amendment Proposal and the Adjournment Proposal, were approved by the shareholders at the Extension

The Company entered into

an amendment dated as of December 12, 2025 (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement,

dated as of October 10, 2024 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust

Company, to amend the monthly extension fee (the “Extension Payment”) payable by the Sponsor or its affiliates or designees

into the trust to extend the date by which the Company must consummate its initial business combination up to six times, each by an additional

one month (for a total of up to 21 months to complete a business combination), from an amount equal to $189,750 ($0.033 per share) to

an amount equal to the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share

after giving effect to the shares that are redeemed in connection with the EGM and the vote on the Trust Agreement Amendment Proposal

(the “Amended Monthly Extension Fee”).

In connection with the shareholders’

vote at the Extension Meeting, 1,548,345 ordinary shares were tendered for redemption.

An aggregate of 5,668,070 ordinary shares were

tendered for redemption in connection with the EGM held on November 20, 2025, to approve the business combination and the Extension Meeting.

The Amended Monthly Extension Fee will be $100,000 for each one-month extension.

On each of January 14, 2026,

February 5, 2026 and March 15, 2026, the Company issued two unsecured promissory notes, each with a principal amount of $50,000 (the

“Notes”), one to Aurora Beacon LLC, the Company’s sponsor, and one to SZG Limited, the designee of HZJL Cayman Limited,

the counterparty to the previously announced agreement and plan of merger dated as of January 27, 2025, pursuant to which a proposed business

combination among HZJL Cayman Limited, Rising Dragon, Purchaser and Merger Sub would occur, repsectively.

The Notes do not bear interest

and mature upon closing of the Company’s initial business combination.

The proceeds of the Notes have been deposited in the Company’s

trust account in connection with extending the business combination completion window until April 15, 2026.

In addition, the Notes may

be converted by the holder into units of the Company identical to the units issued in the Company’s IPO at a price of $10.00 per

Competitive Advantage of Our Management

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investment targets and to find outstanding companies to acquire.

Additionally, we believe that

our independent directors will provide public company governance, executive leadership, operational oversight, private equity investment

Additionally, we believe

that our independent directors will provide public company governance, executive leadership, operational oversight, private equity investment

management and capital markets experience.

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of our initial business combination.

We believe our management team

is well positioned to take advantage of the growing set of acquisition opportunities focused on the companies exhibiting substantial potential

in emerging markets driven by innovative technologies or novel business models and that our contacts and relationships, ranging from owners

and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business

brokers will allow us to generate an attractive transaction for our shareholders.

We believe our management

team is well positioned to take advantage of the growing set of acquisition opportunities focused on the companies exhibiting substantial

potential in emerging markets driven by innovative technologies or novel business models and that our contacts and relationships, ranging

from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants

and business brokers will allow us to generate an attractive transaction for our shareholders.

The past performance of the

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of the performance of our management team or any of its affiliates’ performance as indicative of our future performance.

Our Chief Executive Officer (also the Chairman), our Chief Financial

Officer and two of our independent directors are citizens of the PRC and reside in China.

One executive director is a citizen and resident

of Hong Kong, and one of our independent directors is a citizen and resident of Taiwan.

Although we are not targeting target companies

in China, we may consider a business combination with an entity or business with a physical presence or other significant ties to China,

including Hong Kong and Macau, which may subject the post-business combination business to the laws, regulations and policies

Any target for a business combination may conduct operations through subsidiaries in China.

The legal and regulatory risks associated

with doing business in China discussed in the IPO Prospectus may make us a less attractive partner in an initial business combination

than other special purpose acquisition companies that do not have any ties to China.

As such, our ties to China may make it harder for

us to complete an initial business combination with a target company without any such ties.

In addition, we will not conduct a business

combination with any target company that conducts operations through variable interest entities (“VIEs”), which are a series

of contractual arrangements used to provide the economic benefits of foreign investment in Chinese-based companies where Chinese

law prohibits direct foreign investment in the operating companies.

As a result, this may limit the pool of acquisition candidates we

may acquire in the PRC, in particular, relative to other special purpose acquisition companies that are not subject to such restrictions,

which could make it more difficult and costly for us to consummate a business combination with a target business operating in the PRC

relative to such other companies.

If we were to complete a business

combination with a Chinese entity, we could be subject to certain legal and operational risks associated with or having the majority of

post-business combination operations in China.

PRC laws and regulations governing PRC based business operations are sometimes vague

and uncertain, and as a result these risks may result in material changes in the operations of any post-business combination subsidiaries,

significant depreciation of the value of our ordinary shares, or a complete hindrance of our ability to offer, or continue to offer, our

securities to investors, including investors in the United States.

Recently, the PRC government adopted a series of regulatory actions

and issued statements to regulate business operations in China with little advance notice, including cracking down on illegal activities

in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

These recently enacted measures, and new measures which may be implemented, could materially and adversely affect the operations of any

post-business combination company which we may acquire as our initial business combination.

Since these statements and regulatory actions are new, it is highly

uncertain how soon legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations

or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new

laws and regulations will have on a China-based target company’s daily business operation, the ability to accept foreign investments

and list on a U.S.

Our Chief Executive Officer

(also the Chairman), our Chief Financial Officer and two of our independent directors are citizens of the PRC and reside in China.

executive director is a citizen and resident of Hong Kong, and one of our independent directors is a citizen and resident of Taiwan.

Although we are not targeting target companies in China, we may consider a business combination with an entity or business with a physical

presence or other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination

business to the laws, regulations and policies of China.

Any target for a business combination may conduct operations through subsidiaries

The legal and regulatory risks associated with doing business in China discussed in the IPO Prospectus may make us a less attractive

partner in an initial business combination than other special purpose acquisition companies that do not have any ties to China.

our ties to China may make it harder for us to complete an initial business combination with a target company without any such ties.

addition, we will not conduct a business combination with any target company that conducts operations through variable interest entities

(“VIEs”), which are a series of contractual arrangements used to provide the economic benefits of foreign investment in Chinese-based companies

where Chinese law prohibits direct foreign investment in the operating companies.

As a result, this may limit the pool of acquisition

candidates we may acquire in the PRC, in particular, relative to other special purpose acquisition companies that are not subject to such

restrictions, which could make it more difficult and costly for us to consummate a business combination with a target business operating

in the PRC relative to such other companies.

If we were to complete a

business combination with a Chinese entity, we could be subject to certain legal and operational risks associated with or having the majority

of post-business combination operations in China.

PRC laws and regulations governing PRC based business operations are sometimes

vague and uncertain, and as a result these risks may result in material changes in the operations of any post-business combination

subsidiaries, significant depreciation of the value of our ordinary shares, or a complete hindrance of our ability to offer, or continue

to offer, our securities to investors, including investors in the United States.

Recently, the PRC government adopted a series of

regulatory actions and issued statements to regulate business operations in China with little advance notice, including cracking down

on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the

efforts in anti-monopoly enforcement.

These recently enacted measures, and new measures which may be implemented, could materially

and adversely affect the operations of any post-business combination company which we may acquire as our initial business combination.

Since these statements and

regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation-making bodies will respond and

what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and

the potential impact such modified or new laws and regulations will have on a China-based target company’s daily business operation,

the ability to accept foreign investments and list on a U.S.

or other foreign exchange.

Additionally, if we effect our initial business combination with a business located

in the PRC, the laws applicable to such business will likely govern all of our material agreements and we may not be able to enforce our

legal rights.

There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations which may have a

material adverse impact on the value of our securities.

If we enter into a business combination with a target business operating in China,

cash proceeds raised from overseas financing activities, including the IPO, may be transferred by us to any future PRC subsidiaries via

capital contribution or shareholder loans, as the case may be.

All these risks could result in a material change in our or the target

company’s post-combination operations and/or the value of our ordinary shares or could significantly limit or completely hinder

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

Additionally, if we effect our initial business

combination with a business located in the PRC, the laws applicable to such business will likely govern all of our material agreements

and we may not be able to enforce our legal rights.

There are uncertainties regarding the interpretation and enforcement of PRC laws,

rules and regulations which may have a material adverse impact on the value of our securities.

If we enter into a business combination

with a target business operating in China, cash proceeds raised from overseas financing activities, including the IPO, may be transferred

by us to any future PRC subsidiaries via capital contribution or shareholder loans, as the case may be.

All these risks could result in

a material change in our or the target company’s post-combination operations and/or the value of our ordinary shares or could

significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such

securities to significantly decline or become worthless.

Furthermore, the PRC government

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RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing fraud and misrepresentation.

Based on our understanding of the current PRC laws and regulations,

as we do not have any material operations in China, given that (a) the CSRC, currently has not issued any definitive rule or interpretation

concerning whether offerings like ours under the IPO Prospectus are subject to the “M&A Rules and the Trial Measures;

company is a blank check company newly incorporated in the Cayman Islands rather than in China and currently our company does not own

or control any equity interest in any PRC company or operate any business in China although our principal executive offices are located

in China, we believe that our company, our officers and/or directors are not required to obtain any licenses or approvals or subject to

registration with the CSRC pursuant to the Trial Measures and under applicable PRC laws and regulations, for consummation of the IPO and

while seeking a target for the initial business combination.

We also believe that our officers and directors do not fall under or are

not governed by requirements from the CSRC, and we are not required to obtain approvals from any PRC government entity, including the

CSRC or the CAC, or any other government entity, to issue our securities to foreign investors and to list on a U.S.

exchange or to

search for a target company.

As of the date of the IPO Prospectus, we had not received any inquiry, notice, warning, sanctions or regulatory

objection to the IPO from the CSRC or any other PRC governmental authorities.

Based on our understanding

of the current PRC laws and regulations, as we do not have any material operations in China, given that (a) the CSRC, currently has

not issued any definitive rule or interpretation concerning whether offerings like ours under the IPO Prospectus are subject to the “M&A

Rules and the Trial Measures;

and (b) our company is a blank check company newly incorporated in the Cayman Islands rather than in

China and currently our company does not own or control any equity interest in any PRC company or operate any business in China although

our principal executive offices are located in China, we believe that our company, our officers and/or directors are not required to obtain

any licenses or approvals or subject to registration with the CSRC pursuant to the Trial Measures and under applicable PRC laws and regulations,

for consummation of the IPO and while seeking a target for the initial business combination.

We also believe that our officers and directors

do not fall under or are not governed by requirements from the CSRC, and we are not required to obtain approvals from any PRC government

entity, including the CSRC or the CAC, or any other government entity, to issue our securities to foreign investors and to list on a U.S.

or to search for a target company.

As of the date of the IPO Prospectus, we had not received any inquiry, notice, warning, sanctions or

regulatory objection to the IPO from the CSRC or any other PRC governmental authorities.

However, applicable laws, regulations, or interpretations

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To that extent, we may not be able to conduct the process of searching for a potential target company

There are numerous risks and

uncertainties related to doing business in China including:

● Adverse changes in political and economic policies or political

or social conditions of the PRC government could have a material adverse effect on the overall economic growth of China;

● Uncertainties with respect to the PRC legal system could

limit legal protections available to you and us;

● It may be difficult for overseas regulators to conduct investigations

or collect evidence within China

● PRC companies in certain business sectors are required to

undergo national security review or obtain clearance from relevant authorities if necessary before making any filings with the CSRC.

● PRC companies must comply with national secrecy and data

security laws with respect to any data disclosure.

● CSRC has the authority to and may block offshore listings

There are numerous risks

and uncertainties related to doing business in China including:

Adverse changes in political and economic policies or political or social conditions of the PRC government could have a material adverse effect on the overall economic growth of China;

Uncertainties with respect to the PRC legal system could limit legal protections available to you and us;

It may be difficult for overseas regulators to conduct investigations or collect evidence within China

PRC companies in certain business sectors are required to undergo national security review or obtain clearance from relevant authorities if necessary before making any filings with the CSRC.

PRC companies must comply with national secrecy and data security laws with respect to any data disclosure.

CSRC has the authority to and may block offshore listings that:

(1) are explicitly prohibited by law;

(2) may endanger national security;

(3) involve criminal offenses such as

corruption, bribery, embezzlement, misappropriation of property by the issuer, its controlling persons (with a three-year lookback);

(3) involve criminal offenses such as corruption, bribery, embezzlement, misappropriation of property by the issuer, its controlling persons (with a three-year lookback);

(4) involve the issuer under investigations for suspicion of criminal offenses or major violations of laws and regulations;

or (5) involve

material ownership disputes.

or (5) involve material ownership disputes.

For a detailed description

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Related to Acquiring or Operating Businesses in the PRC” included in the IPO Prospectus.

Each of our officers and directors

may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered

Each of our officers and

directors may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered

under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into a definitive

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Investment Direction

Although there is no restriction or limitation on what industry our

target operates in, it is our intention to pursue prospective targets that are focused on green and sustainable business, new energy,

cutting-edge technologies, artificial intelligent applications, business software and health care products.

We anticipate targeting

what are traditionally known as “small cap” companies domiciled in North America, Europe and/or the Asia Pacific (“APAC”)

regions that are developing assets in Asia, Europe and North America, which aligns with our management team’s experience in operating

emerging start-up companies.

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

geographic region.

As such, although we are not targeting target companies in China, we may consider a business combination with an entity

or business with a physical presence or other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination

business to the laws, regulations and policies of China.

Although there is no restriction

or limitation on what industry our target operates in, it is our intention to pursue prospective targets that are focused on green and

sustainable business, new energy, cutting-edge technologies, artificial intelligent applications, business software and health care

We anticipate targeting what are traditionally known as “small cap” companies domiciled in North America, Europe

and/or the Asia Pacific (“APAC”) regions that are developing assets in Asia, Europe and North America, which aligns with our

management team’s experience in operating emerging start-up companies.

Our efforts to identify a prospective target business

will not be limited to a particular industry or geographic region.

As such, although we are not targeting target companies in China, we

may consider a business combination with an entity or business with a physical presence or other significant ties to China, including

Hong Kong and Macau, which may subject the post-business combination business to the laws, regulations and policies of China.

Transfers of Cash to and from our Post Business

Combination Subsidiaries

To date, we have not pursued an initial business combination and there

have not been any capital contributions or shareholder loans by us to any PRC entities, we do not yet have any subsidiaries, and we have

not received, declared or made any dividends or distributions.

If we decide to consummate our initial business combination with a

target business based in and primarily operating in the PRC, the combined company, whose securities will be listed on a U.S.

exchange, may make capital contributions or extend loans to its PRC subsidiaries through intermediate holding companies subject to compliance

with relevant PRC foreign exchange control regulations.

To date, we have not pursued

an initial business combination and there have not been any capital contributions or shareholder loans by us to any PRC entities, we do

not yet have any subsidiaries, and we have not received, declared or made any dividends or distributions.

If we decide to consummate

our initial business combination with a target business based in and primarily operating in the PRC, the combined company, whose securities

will be listed on a U.S.

stock exchange, may make capital contributions or extend loans to its PRC subsidiaries through intermediate

holding companies subject to compliance with relevant PRC foreign exchange control regulations.

After the initial business

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in foreign currencies to their offshore intermediary holding companies and ultimately to the combined company.

We cannot assure you that new regulations or policies will not be promulgated

in the future, which may further restrict the remittance of RMB into or out of the PRC.

We cannot assure you, in light of the restrictions

in place, or any amendment to be made from time to time, that the PRC subsidiaries of the combined company will be able to satisfy their

respective payment obligations that are denominated in foreign currencies, including the remittance of dividends outside of the PRC.

“Risk Factors — Risks Related to Acquiring or Operating Businesses in the PRC ” under the subheadings

“Cash-Flow Structure of a Post-Acquisition Company Based in China” and “Exchange controls that exist in the

PRC may restrict or prevent us from using the proceeds of the IPO to acquire a target company in the PRC and limit our ability to utilize

our cash flow effectively following our initial business combination” included in the IPO Prospectus.

We cannot assure you that

new regulations or policies will not be promulgated in the future, which may further restrict the remittance of RMB into or out of the

We cannot assure you, in light of the restrictions in place, or any amendment to be made from time to time, that the PRC subsidiaries

of the combined company will be able to satisfy their respective payment obligations that are denominated in foreign currencies, including

the remittance of dividends outside of the PRC.

See “Risk Factors — Risks Related to Acquiring or Operating

Businesses in the PRC ” under the subheadings “Cash-Flow Structure of a Post-Acquisition Company Based in China”

and “Exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of the IPO to acquire a target company

in the PRC and limit our ability to utilize our cash flow effectively following our initial business combination” included in the

IPO Prospectus.

Business Strategy

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We applied these parameters in evaluating

We considered prospective target businesses that were not be limited

to a particular industry or geographic region.

Although there is no restriction or limitation on what industry our target operates in,

it was our intention to pursue prospective targets that are focused on green and sustainable business, new energy, cutting-edge technologies,

artificial intelligent applications, business software and health care products.

During this search process, we evaluated approximately

three business combination opportunities in Asia and Europe, across a broad range of sectors including IT data center, industrial furnaces

and high-end valve manufacturing, and more before deciding to move ahead with HZJL.

We considered prospective

target businesses that were not be limited to a particular industry or geographic region.

Although there is no restriction or limitation

on what industry our target operates in, it was our intention to pursue prospective targets that are focused on green and sustainable

business, new energy, cutting-edge technologies, artificial intelligent applications, business software and health care products.

this search process, we evaluated approximately three business combination opportunities in Asia and Europe, across a broad range of sectors

including IT data center, industrial furnaces and high-end valve manufacturing, and more before deciding to move ahead with HZJL.

intended to acquire one or more companies with significant revenue growth, with values between $500,000,000 and $2,000,000,000.

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High ESG Standards:

intended to prioritize companies with strong commitments to environmental, social, and governance standards, highlighting sustainable

We intended to prioritize companies with strong commitments to environmental, social, and governance standards, highlighting sustainable

and responsible business practices.

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of customers and suppliers, inspections of facilities, as well as reviewing financial and other information that was made available to

Selection of a Target Business and

Structuring of a Business Combination

Subject to the requirement that

our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at least

80% of the value of the trust account (less any deferred underwriting discounts and taxes payable on interest earned) at the time of the

agreement to enter into such initial business combination, our management will have virtually unrestricted flexibility in identifying

Selection of a Target Business and Structuring

of a Business Combination

Subject to the requirement

that our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at

least 80% of the value of the trust account (less any deferred underwriting discounts and taxes payable on interest earned) at the time

of the agreement to enter into such initial business combination, 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

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businesses, we may deviate from these criteria and guidelines should we see fit to do so:

We believe that there are a

substantial number of potential target businesses domestically and internationally with appropriate valuations that can benefit from a

public listing and new capital for growth to support significant revenue and earnings growth or to advance clinical programs.

We intend to seek target companies that have significant

and underexploited expansion opportunities in a niche sector.

This 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.

our management has the expertise to assess the likely synergies and a process to help a target integrate acquisitions.

We intend to seek target companies that should

offer attractive risk-adjusted equity returns for our shareholders.

We intend to seek to acquire a target on terms and in a manner

that leverage our experience.

We expect to evaluate a target based on its potential to successfully achieve regulatory approval and commercialize

its product(s).

We also expect to evaluate financial returns based on (i) risk-adjusted peak sales potential, (ii) the

potential of pipeline products and the scientific platform, (iii) the ability to achieve the system cost savings, (iv) the ability

to accelerate growth via other options, including through the opportunity for follow-on acquisitions, and (v) the prospects

for creating value through other value creation initiatives.

Potential upside, for example, from the growth in the target business’

earnings or an improved capital structure will be weighed against any identified downside risks.

We intend to invest in businesses that have a

track record of success.

We intend to look for companies with shareholder-friendly governance and low leverage, which are valued

at what we think are low prices relative to their earnings potential and where we see attractive long-term return potential.

this investment approach constitutes a competitive advantage and can potentially offer both meaningful upside potential and a degree of

downside protection in periods of financial market turbulence.

We believe that there are

a substantial number of potential target businesses domestically and internationally with appropriate valuations that can benefit from

a public listing and new capital for growth to support significant revenue and earnings growth or to advance clinical programs.

We intend to seek target

companies that have significant and underexploited expansion opportunities in a niche sector.

This 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.

Similarly, our management has the expertise to assess the likely synergies and a process to help a target

integrate acquisitions.

We intend to seek target

companies that should offer attractive risk-adjusted equity returns for our shareholders.

We intend to seek to acquire a target on

terms and in a manner that leverage our experience.

We expect to evaluate a target based on its potential to successfully achieve regulatory

approval and commercialize its product(s).

We also expect to evaluate financial returns based on (i) risk-adjusted peak sales

potential, (ii) the potential of pipeline products and the scientific platform, (iii) the ability to achieve the system cost

savings, (iv) the ability to accelerate growth via other options, including through the opportunity for follow-on acquisitions,

and (v) the prospects for creating value through other value creation initiatives.

Potential upside, for example, from the growth

in the target business’ earnings or an improved capital structure will be weighed against any identified downside risks.

We intend to invest in businesses

that have a track record of success.

We intend to look for companies with shareholder-friendly governance and low leverage, which

are valued at what we think are low prices relative to their earnings potential and where we see attractive long-term return potential.

We believe this investment approach constitutes a competitive advantage and can potentially offer both meaningful upside potential and

a degree of downside protection in periods of financial market turbulence.

These criteria are not intended

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Fair Market Value of Target Business

NASDAQ rules provide that our

initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of

the balance in the trust account (less any deferred underwriting discounts and taxes payable on interest earned) at the time of our signing

a definitive agreement in connection with our initial business combination.

If our board is not able to independently determine the fair

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

firm that commonly renders valuation opinions with respect to the satisfaction of such criteria.

If our securities are not listed on NASDAQ

after the offering, we would not be required to satisfy the 80% requirement.

However, we intend to satisfy the 80% requirement even if

our securities are not listed on NASDAQ at the time of our initial business combination.

NASDAQ rules provide that

our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80%

of the balance in the trust account (less any deferred underwriting discounts and taxes payable on interest earned) at the time of our

signing a definitive agreement in connection with our initial business combination.

If our board is not able to independently determine

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

independent firm that commonly renders valuation opinions with respect to the satisfaction of such criteria.

If our securities are not

listed on NASDAQ after the offering, we would not be required to satisfy the 80% requirement.

However, we intend to satisfy the 80% requirement

even if our securities are not listed on NASDAQ at the time of our initial business combination.

We currently anticipate structuring

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subsequent to our initial business combination.

The fair market value of a target

business or businesses or assets will be determined by our board of directors based upon standards generally accepted by the financial

community, such as actual and potential gross margins, the values of comparable businesses, earnings and cash flow, book value and, where

appropriate, upon the advice of appraisers or other professional consultants.

If our board of directors is not able to independently determine

that the target business or assets has a sufficient fair market value to meet the threshold criterion, we will obtain an opinion from

an unaffiliated, independent investment banking firm or an independent accounting firm with respect to the satisfaction of such criterion.

The fair market value of

a target business or businesses or assets will be determined by our board of directors based upon standards generally accepted by the

financial community, such as actual and potential gross margins, the values of comparable businesses, earnings and cash flow, book value

and, where appropriate, upon the advice of appraisers or other professional consultants.

If our board of directors is not able to independently

determine that the target business or assets has a sufficient fair market value to meet the threshold criterion, we will obtain an opinion

from an unaffiliated, independent investment banking firm or an independent accounting firm with respect to the satisfaction of such criterion.

Notwithstanding the foregoing, unless we consummate a business combination with an affiliated entity, we are not required to obtain an

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Merger Agreement

On January 27, 2025, we, Xpand

Boom Technology Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of RDAC (“Purchaser”), Xpand Boom Solutions

Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Purchaser (“Merger Sub,” together with RDAC, Purchaser,

the “Purchaser Parties”), HZJL Cayman Limited, a Cayman Islands exempted company (“HZJL”), certain shareholder

of HZJL (“Principal Shareholder”), and Mr.

Bin Xiong, as representative of the Principal Shareholder of HZJL, entered into

a Merger Agreement (the “Merger Agreement”).

Acquisition Merger and Acquisition

Consideration

On January 27, 2025, we,

Xpand Boom Technology Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of RDAC (“Purchaser”), Xpand Boom

Solutions Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Purchaser (“Merger Sub,” together with

RDAC, Purchaser, the “Purchaser Parties”), HZJL Cayman Limited, a Cayman Islands exempted company (“HZJL”), certain

shareholder of HZJL (“Principal Shareholder”), and Mr.

Bin Xiong, as representative of the Principal Shareholder of HZJL,

entered into a Merger Agreement (the “Merger Agreement”).

Acquisition Merger and Acquisition Consideration

Upon the closing of the transactions

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Payment Shares”), valued at $10.00 per share.

Furthermore, the parties agreed

that immediately following the closing the Acquisition Merger, Purchaser’s board of directors will consist of directors designated

Furthermore, the parties

agreed that immediately following the closing the Acquisition Merger, Purchaser’s board of directors will consist of directors designated

by HZJL, one (1) of which will be Mr.

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an equivalent amount of Purchaser’s securities:

Each RDAC ordinary share will be converted automatically

into one Purchaser Class A Ordinary Share;

Each right to acquire one-tenth (1/10) of one RDAC ordinary

share will be converted automatically into one right to acquire one-tenth (1/10) of one Purchaser Class A Ordinary Share.

At the Closing

of the Mergers, all Purchaser Rights shall cease to be outstanding and shall automatically be canceled and retired and shall cease to

The holders of Purchaser Rights instead will receive one-tenth (1/10) of one Purchaser Class A Ordinary Share in exchange for

the cancellation of each Purchaser Right.

Each RDAC ordinary share will be converted automatically into one Purchaser Class A Ordinary Share;

Each right to acquire one-tenth (1/10) of one RDAC ordinary share will be converted automatically into one right to acquire one-tenth (1/10) of one Purchaser Class A Ordinary Share.

At the Closing of the Mergers, all Purchaser Rights shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist.

The holders of Purchaser Rights instead will receive one-tenth (1/10) of one Purchaser Class A Ordinary Share in exchange for the cancellation of each Purchaser Right.

Representations and Warranties

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and (w) other customary representations and warranties.

In the Merger Agreement, Purchaser

Parties make certain representations and warranties relating to, among other things:

(a) proper corporate organization and similar corporate

In the Merger Agreement,

Purchaser Parties make certain representations and warranties relating to, among other things:

(a) proper corporate organization and similar

corporate matters;

(b) authorization, execution, delivery and enforceability of the Agreement and other transaction documents;

authorization required;

governmental authorization required;

(d) Non-Contravention;

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(g) validity of share issuance;

trust fund amount;

(h) minimum trust fund amount;

(i) validity of Nasdaq Stock Market listing;

(j) SEC filing requirements and financial statements;

(k) litigation;

(l) compliance with laws;

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(n) not an investment company;

and (o) other customary representations and warranties.

and (o) other customary representations and

Conduct Prior to Closing;

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covenants providing for, among other things:

● Purchaser shall prepare with the assistance, cooperation

and commercially reasonable efforts of HZJL, and file with the SEC the Registration Statement in connection with the registration under

the Securities Act of Purchaser Ordinary Shares to be issued in the Mergers, which Registration Statement will also contain a proxy statement

● all rights to exculpation, indemnification and advancement

of expenses existing in favor of D&O indemnified persons shall survive the closing and continue in full force and effect in accordance

with their respective terms to the extent permitted by applicable Law.

Purchaser shall prepare with the assistance, cooperation and commercially reasonable efforts of HZJL, and file with the SEC the Registration Statement in connection with the registration under the Securities Act of Purchaser Ordinary Shares to be issued in the Mergers, which Registration Statement will also contain a proxy statement of RDAC;

all rights to exculpation, indemnification and advancement of expenses existing in favor of D&O indemnified persons shall survive the closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law.

Conditions to Closing

General Conditions

Consummation of the Agreement

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Nasdaq and Nasdaq approval for listing the Closing Payment Shares on Nasdaq.

Conditions to Closing

The obligations of HZJL to consummate the transactions contemplated by the Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

Purchaser Parties complying with all of their obligations

under the Agreement in all material respects;

subject to applicable materiality qualifiers, the representations

and warranties of Purchaser Parties being true on and as of the closing date of the transactions and Purchaser Parties complying with

all required covenants in the Agreement;

Purchaser Parties complying with the reporting requirements

under the applicable Securities Act and Exchange Act;

there having been no material adverse effect on Purchaser

Parties’ Conditions to Closing

The obligations of Purchaser Parties to consummate the transactions contemplated by the Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

HZJL and its subsidiaries complying with all of the obligations

under the Agreement in all material respects;

subject to applicable materiality qualifiers, the representations

and warranties of HZJL and its subsidiaries being true on and as of the closing date of the transactions and HZJL and its subsidiaries

complying with all required covenants in the Agreement;

all necessary governmental approvals have been received in

form and substance reasonably satisfactory;

HZJL’s Conditions to Closing

The obligations of HZJL to

consummate the transactions contemplated by the Agreement, in addition to the conditions described above, are conditioned upon each of

the following, among other things:

Purchaser Parties complying with all of their obligations under the Agreement in all material respects;

subject to applicable materiality qualifiers, the representations and warranties of Purchaser Parties being true on and as of the closing date of the transactions and Purchaser Parties complying with all required covenants in the Agreement;

Purchaser Parties complying with the reporting requirements under the applicable Securities Act and Exchange Act;

there having been no material adverse effect on Purchaser Parties.

Purchaser Parties’ Conditions to Closing

The obligations of Purchaser

Parties to consummate the transactions contemplated by the Agreement, in addition to the conditions described above in the first paragraph

of this section, are conditioned upon each of the following, among other things:

HZJL and its subsidiaries complying with all of the obligations under the Agreement in all material respects;

subject to applicable materiality qualifiers, the representations and warranties of HZJL and its subsidiaries being true on and as of the closing date of the transactions and HZJL and its subsidiaries complying with all required covenants in the Agreement;

all necessary governmental approvals have been received in form and substance reasonably satisfactory;

there having been no material adverse effect on HZJL;

RDAC receiving duly executed legal opinions from HZJL’s

PRC counsel and Cayman Islands counsel.

The Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to RDAC’s shareholders, by:

mutual written consent of RDAC and HZJL duly authorized by

each of their respective boards of directors;

In the event a governmental Authority shall have issued an Order

or enacted a Law having the effect of permanently restraining, enjoining or otherwise prohibiting either the Reincorporation Merger or

the Acquisition Merger, which Order or Law is final and non-appealable, a Purchaser Party or HZJL shall have the right, at its sole option,

to terminate the Agreement without liability to the other party;

provided, however, that this right to terminate the Agreement shall

not be available to HZJL or a Purchaser Party if the failure by such party or its Affiliates to comply with any provision of the Agreement

has been a substantial cause of, or substantially resulted in, such action by such governmental Authority;

RDAC, if HZJL has materially breached any representations,

warranties, agreements or covenants contained in the Agreement or in any Additional Agreement to be performed on or prior to the closing

date or the Agreement, the plan of merger or the transactions contemplated hereby fail to be authorized or approved by the shareholders

of HZJL and such breach shall not be cured within fifteen (15) days following receipt by HZJL of a notice describing in reasonable detail

the nature of such breach;

HZJL, if RDAC has materially breached any of its covenants,

agreements, representations, and warranties contained in the Agreement or in any Additional Agreement to be performed on or prior to

the closing date and such breach has not been cured within fifteen (15) days following the receipt by RDAC a notice describing such breach.

RDAC receiving duly executed legal opinions from HZJL’s PRC counsel and Cayman Islands counsel.

The Agreement may be terminated

and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to RDAC’s shareholders,

mutual written consent of RDAC and HZJL duly authorized by each of their respective boards of directors;

In the event a governmental Authority shall have issued an Order or enacted a Law having the effect of permanently restraining, enjoining or otherwise prohibiting either the Reincorporation Merger or the Acquisition Merger, which Order or Law is final and non-appealable, a Purchaser Party or HZJL shall have the right, at its sole option, to terminate the Agreement without liability to the other party;

provided, however, that this right to terminate the Agreement shall not be available to HZJL or a Purchaser Party if the failure by such party or its Affiliates to comply with any provision of the Agreement has been a substantial cause of, or substantially resulted in, such action by such governmental Authority;

RDAC, if HZJL has materially breached any representations, warranties, agreements or covenants contained in the Agreement or in any Additional Agreement to be performed on or prior to the closing date or the Agreement, the plan of merger or the transactions contemplated hereby fail to be authorized or approved by the shareholders of HZJL and such breach shall not be cured within fifteen (15) days following receipt by HZJL of a notice describing in reasonable detail the nature of such breach;

HZJL, if RDAC has materially breached any of its covenants, agreements, representations, and warranties contained in the Agreement or in any Additional Agreement to be performed on or prior to the closing date and such breach has not been cured within fifteen (15) days following the receipt by RDAC a notice describing such breach.

Effecting Our Initial Business Combination

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business combination only if we obtain affirmative vote of a majority of the shareholders who attend and vote at a general meeting of

We chose our net tangible asset

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

However, if we seek

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

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

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

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

to us or at all.

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

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

Public shareholders may therefore have to wait 15 months from the closing

of the IPO (or up to 21 months from the IPO if we extend the period of time to consummate a business combination by the full amount of

time, as described in more detail in the Prospectus) in order to be able to receive a pro rata share of the trust account.

Our initial shareholders and

our officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed business combination, (2)

not to redeem any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination and (3) not

sell any ordinary shares in any tender in connection with a proposed initial business combination.

We chose our net tangible

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

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

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

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

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

acceptable to us or at all.

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

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

Public shareholders may therefore have to wait 15 months

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

full amount of time, as described in more detail in the Prospectus) in order to be able to receive a pro rata share of the trust account.

Our initial shareholders

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

(2) not to redeem any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination and (3)

not sell any ordinary shares in any tender in connection with a proposed initial business combination.

None of our officers, directors,

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Redemption Rights

We will provide our public shareholders

with the opportunity to redeem all or a portion their shares upon the consummation 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, including interest (net of taxes payable),

divided by the number of the then issued and outstanding public shares, subject to the limitations described herein.

The amount in the

trust account is initially anticipated to be $10.05 per share, whether or not the underwriters’ over-allotment option is exercised

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

discounts we will pay to the underwriters.

Our initial shareholders have agreed to waive their right to receive liquidating distributions

if we fail to consummate our initial business combination within the requisite time period.

However, if our initial shareholders or any

of our officers, directors or affiliates acquires public shares in or after the IPO, they will be entitled to receive liquidating distributions

with respect to such public shares if we fail to consummate our initial business combination within the required time period.

We will provide our public

shareholders with the opportunity to redeem all or a portion their shares upon the consummation 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, including interest (net of taxes

payable), divided by the number of the then issued and outstanding public shares, subject to the limitations described herein.

in the trust account is initially anticipated to be $10.05 per share, whether or not the underwriters’ over-allotment option is

exercised in full.

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

underwriting discounts we will pay to the underwriters.

Our initial shareholders have agreed to waive their right to receive liquidating

distributions if we fail to consummate our initial business combination within the requisite time period.

However, if our initial shareholders

or any of our officers, directors or affiliates acquires public shares in or after the IPO, they will be entitled to receive liquidating

distributions with respect to such public shares if we fail to consummate our initial business combination within the required time period.

At any general meeting called

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to unreasonably attempt to block a transaction which is favored by our other public shareholders.

Our initial shareholders, officers

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

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

Additionally, the holders of ordinary shares will not have redemption

rights with respect to the 57,500 ordinary shares we issued to Lucid and its designees in the IPO (the “Representative Shares”).

Our initial shareholders,

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

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

Additionally, the holders of ordinary shares will not

have redemption rights with respect to the 57,500 ordinary shares we issued to Lucid and its designees in the IPO (the “Representative

We may require public shareholders,

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for further information on the risks of failing to comply with these requirements.

Any request to redeem such shares

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

if a holder of public shares delivered his certificate in connection with an election of their redemption and subsequently decides prior

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

or electronically).

Any request to redeem such

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

Furthermore, if a holder of public shares delivered his certificate in connection with an election of their redemption and subsequently

decides prior to the applicable date not to elect to exercise such rights, he may simply request that the transfer agent return the certificate

(physically or electronically).

If the initial business combination

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

account $165,000 or up to $189,750 if the underwriters’ over-allotment option is exercised in full ($0.033 per share in either case)

on or prior to the date of the applicable deadline, for each one month extension (or up to an aggregate of $990,000 (or $1,138,500 if

the underwriters’ over-allotment option is exercised in full), or approximately $0.20 per share if we extend for the full six months).

account the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving

effect to the shares that are redeemed in connection with the EGM and the vote on the Trust Agreement Amendment Proposal (the “Amended

Monthly Extension Fee”).

Any such payments would be made in the form of a loan.

Any such loans will be non-interest bearing and payable upon the consummation of

Any such loans will be non-interest bearing and

payable upon the consummation of our initial business combination.

If we complete our initial business combination, we would repay such

loaned amounts out of the proceeds of the trust account released to us.

If we do not complete a business combination, we will not repay

Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to which the sponsor has agreed

to waive its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete a business

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

our initial business combination.

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds

of the trust account released to us.

If we do not complete a business combination, we will not repay such loans.

Furthermore, the letter

agreement with our initial shareholders contains a provision pursuant to which the sponsor has agreed to waive its right to be repaid

for such loans out of the funds held in the trust account in the event that we do not complete a business combination.

The sponsor and

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

You will not be able to vote on or redeem your shares in connection with any such extension.

In connection with the shareholders’

vote at the Extension Meeting, 1,548,345 ordinary shares were tendered for redemption.

An aggregate of 5,668,070 ordinary shares were

tendered for redemption in connection with the EGM held on November 20, 2025, to approve the business combination and the Extension Meeting.

The Amended Monthly Extension Fee will be $100,000 for each one-month extension.

On each of January 12, 2026, February 5, 2026 and March

15, 2026, the Sponsor deposited $100,000 into the Company’s trust account in connection with extending the business combination

completion window until April 15, 2026.

If we are unable to consummate

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subject to the Companies Act.

Our initial shareholders have

agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination

Our initial shareholders

have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination

within the applicable period from the closing of the IPO.

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allotted time period.

If we were to expend all of

the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without taking into account interest, if any,

If we were to expend all

of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without taking into account interest, if any,

earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.05

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(net of any taxes payable, and less up to $50,000 of interest to pay liquidation expenses).

Although we will seek to have

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

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

there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from

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

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

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

If any third party refuses to execute an agreement waiving

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

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

would be significantly more beneficial to us than any alternative.

Making such a request of potential target businesses may make our acquisition

proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, may limit the field

of potential target businesses that we might pursue.

Our independent registered public accounting firm will not execute agreements with

us waiving such claims to the monies held in the trust account, nor will the underwriters of the IPO.

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

Although we will seek to

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

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

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

prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility

or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with

respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement

waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to

it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s

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

Making such a request of potential target businesses may

make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver,

may limit the field of potential target businesses that we might pursue.

Our independent registered public accounting firm will not execute

agreements with us waiving such claims to the monies held in the trust account, nor will the underwriters of the IPO.

If any third party refuses

to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives

available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such

32 unchanged sentences

or not the underwriters’ over-allotment option is exercised in full).

If we file a bankruptcy or winding-up

petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust

account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject

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

To the extent any bankruptcy or insolvency claims deplete

the trust account, we cannot assure you we will be able to return $10.05 per share to our public shareholders.

Additionally, if we file

a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any

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

If we file a bankruptcy or

winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in

the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate

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

To the extent any bankruptcy or insolvency

claims deplete the trust account, we cannot assure you we will be able to return $10.05 per share to our public shareholders.

Additionally,

if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,

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

a “preferential transfer”, a “fraudulent conveyance”, a “fraud in anticipation of winding up”, a “transaction

21 unchanged sentences

With a trust account initially

in the amount of $50,750,000 (or $58,287,500 if the over-allotment option is exercised in full) (which includes up to approximately $1,625,000

(or up to $1,868,750 if the over-allotment option is exercised in full), for the payment of deferred underwriting discounts), we can offer

a target business a variety of options to facilitate a business combination and fund future expansion and growth of its business.

amount assumes no redemptions.

Because we are able to consummate a business combination using the cash proceeds from the IPO, our share

capital, debt or a combination of the foregoing, we have the flexibility to use an efficient structure allowing us to tailor the consideration

to be paid to the target business to address the needs of the parties.

However, we have not taken any steps to secure third party financing

and there can be no assurance it will be available to us.

in the amount of $58,287,500 (which includes up to approximately $1,868,750 for the payment of deferred underwriting discounts), we can

offer a target business a variety of options to facilitate a business combination and fund future expansion and growth of its business.

This amount assumes no redemptions.

Because we are able to consummate a business combination using the cash proceeds from the IPO, our

share capital, debt or a combination of the foregoing, we have the flexibility to use an efficient structure allowing us to tailor the

consideration to be paid to the target business to address the needs of the parties.

However, we have not taken any steps to secure third

party financing and there can be no assurance it will be available to us.

We have two executive officers.

7 unchanged sentences

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