What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-04-01 · 265 added, 214 removed, 808 unchanged (37% of the section changed)

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or consolidation, and no takeover code or bespoke public company filing requirements.

We were formed for the purpose of entering into

a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one

or more businesses or entities, which we refer to as a “target business.” We do not have any specific business combination

under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business

or had any substantive discussions, formal or otherwise, with respect to such a transaction.

Our efforts to identify a prospective target

business will not be limited to a particular industry or geographic location.

Certain of our executive officers and independent directors

are based in Hong Kong, and our executive officers have experience investing in and building businesses in the Asia Pacific region and

have a deep understanding of the region’s business environment, regulations, regulatory bodies and culture.

Due to (i) the

risks of doing business in Greater China, and (ii) certain of our officers and directors being located in or having ties to Greater

China (which includes, solely for the purpose of this 10-K Hong Kong, Taiwan and Macau), we may be a less attractive partner to non-PRC

or non-Hong Kong based target companies as compared to a non-PRC or non-Hong Kong based special purpose acquisition company, which may

therefore limit the pool of suitable acquisition candidates and make it harder for us to complete an initial business combination with

a target company that is non-PRC or non-Hong Kong based.

We will not undertake our initial business combination with any company

being based in or having the majority of the company’s operations in Greater China.

We were formed for the purpose of entering into a merger, share exchange,

asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities,

which we refer to as a “target business.” On June 30, 2025, we entered into a Business Combination Agreement (the “Business

Combination Agreement”) with DRC Medicine Inc., DRC Medicine Ltd.

and DRC Merger Inc., as disclosed in our Current Report on Form

8-K filed on July 1, 2025.

Accordingly, we are no longer pursuing other prospective target businesses and are focused on completing the

proposed business combination.

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

Certain of our executive officers and independent directors are based in Hong Kong, and our executive officers have experience

investing in and building businesses in the Asia Pacific region and have a deep understanding of the region’s business environment,

regulations, regulatory bodies and culture.

Due to (i) the risks of doing business in Greater China, and (ii) certain of our

officers and directors being located in or having ties to Greater China (which includes, solely for the purpose of this 10-K Hong Kong,

Taiwan and Macau), we may be a less attractive partner to non-PRC or non-Hong Kong based target companies as compared to a non-PRC or

non-Hong Kong based special purpose acquisition company, which may therefore limit the pool of suitable acquisition candidates and make

it harder for us to complete an initial business combination with a target company that is non-PRC or non-Hong Kong based.

not undertake our initial business combination with any company being based in or having the majority of the company’s operations

in Greater China other than pursuant to the Business Combination Agreement described above.

We may retain all of our available funds and any

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all the net proceeds are intended to be applied generally towards consummating a business combination and working capital.

Since our IPO, our sole business activity has

been identifying and evaluating suitable acquisition transaction candidates.

We presently have no revenue and have had losses since inception

from incurring formation and operating costs.

We have relied upon the sale of our securities and loans from the Sponsor and other parties

to fund our operations.

Since our IPO, our sole business activity has been identifying and

evaluating suitable acquisition transaction candidates.

On June 30, 2025, we entered into a Business Combination Agreement with DRC Medicine

Inc., DRC Medicine Ltd.

and DRC Merger Inc., as disclosed in our Current Report on Form 8-K filed on July 1, 2025, and we are currently

focused on completing the proposed business combination.

We presently have no revenue and have had losses since inception from incurring

formation and operating costs.

We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our

On March 7, 2025, holders of the Company’s

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leading industry relationships

Our target identification and selection process

will leverage the broad and deep relationship network of our management team, sponsor and other strategic and operating partners across

corporate executives, founders, venture capitalists and private equity firms.

We believe that, through their broad range of industry contacts

and deep industry insights, we are well-positioned to identify and access a differentiated pipeline of high-quality business combination

opportunities.

We expect these sourcing capabilities will be further bolstered by our reputation and deep industry relationships.

Our target identification and selection process has leveraged, and

we expect will continue to leverage, the broad and deep relationship network of our management team, sponsor and other strategic and operating

partners across corporate executives, founders, venture capitalists and private equity firms.

We believe that, through their broad range

of industry contacts and deep industry insights, we have been able to identify and access, and will continue to evaluate, a differentiated

pipeline of high-quality business combination opportunities.

Following the execution of the Business Combination Agreement described above,

we are currently focused on completing the proposed business combination.

We expect these sourcing capabilities will be further bolstered

by our reputation and deep industry relationships.

Strong understanding of the public and private

We believe that the significant experience of

our management team in biotechnology, capital markets and M&A transactions will greatly assist us in consummating transactions at

attractive valuations.

Our ability to assess potential target companies at a high diligence standard increases the likelihood that a company

is suitable for public listing, together with our experienced judgement on how well a target company will trade in the public markets,

will be essential to our selection process and ability to create shareholder value.

We believe that the significant experience of our management team in

biotechnology, capital markets and M&A transactions has been instrumental in identifying and evaluating potential business combination

opportunities, including the proposed business combination described above, and will continue to support us in consummating such transaction.

Our ability to assess potential target companies at a high diligence standard increases the likelihood that a company is suitable for

public listing, together with our experienced judgement on how well a target company will trade in the public markets, will be essential

to our selection process and ability to create shareholder value.

Robust execution and structuring capabilities

Our combined expertise and reputation will allow

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

These types of transactions

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

documentation.

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

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

Our combined expertise and reputation will allow us to source and complete

transactions possessing structural attributes that create an attractive investment thesis.

These types of transactions are typically complex

and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation.

currently focused on executing the proposed business combination and believe that our experience in structuring and negotiating transactions

will support the successful completion of such transaction.

BUSINESS STRATEGIES

We will seek to capitalize on the strength of

our management team.

Our team consists of experienced financial and consulting services, fintech and senior operating executives of companies

operating in multiple jurisdictions.

Collectively, our officers and directors have decades of combined experience in cross-border mergers

and acquisitions, capital raising, deal-making and investment.

We believe we will benefit from their accomplishments, and specifically,

their current activities, in identifying attractive acquisition opportunities.

However, there is no assurance that we will complete a

business combination.

We will seek to capitalize on the strength of our management team.

Our team consists of experienced financial and consulting services, fintech and senior operating executives of companies operating in

multiple jurisdictions.

Collectively, our officers and directors have decades of combined experience in cross-border mergers and acquisitions,

capital raising, deal-making and investment.

We believe we will benefit from their accomplishments, and specifically, their current activities,

in identifying attractive acquisition opportunities.

However, there is no assurance that we will complete a business combination.

30, 2025, we entered into a Business Combination Agreement with DRC Medicine Inc., DRC Medicine Ltd.

and DRC Merger Inc., as disclosed

in our Current Report on Form 8-K filed on July 1, 2025, and we are currently focused on completing the proposed business combination.

We believe that we will add value to these businesses primarily by providing them with access to the U.S.

There is no restriction in the geographic location

of targets we can pursue.

In particular, we intend to focus our search for an initial business combination on private companies that

have compelling economics and clear paths to positive operating cash flow, significant assets, and successful management teams that are

seeking access to the U.S.

capital markets.

There is no restriction in the geographic location of targets we can

In particular, we intend to focus our search for an initial business combination on private companies that have compelling economics

and clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S.

public capital markets.

We will not undertake our initial business combination with any company being based

in or having the majority of the company’s operations in Greater China.

Following the execution of the Business Combination Agreement described above, we are no longer pursuing other

prospective targets and are focused on completing the proposed business combination.

We will not undertake our initial business combination

with any company being based in or having the majority of the company’s operations in Greater China other than pursuant to the Business

Combination Agreement described above.

ACQUISITION CRITERIA

Our management team intends to focus on creating

shareholder value by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of operations

while implementing strategies to scale revenue organically and/or through acquisitions.

We have identified the following general criteria

and guidelines, which we believe are important 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 see justification to do so.

Our management team intends to focus on creating shareholder value

by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of operations while implementing

strategies to scale revenue organically and/or through acquisitions.

Prior to entering into the Business Combination Agreement described

above, we identified the following general criteria and guidelines, which we believe are important 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 see justification to do so.

Established businesses with long-term financial visibility.

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Benefit uniquely from our capabilities .

We will seek to acquire a business where the collective capabilities of our management and sponsor can be leveraged to tangibly improve

the operations and market position of the target.

We will seek to acquire a business where the collective capabilities of our management and sponsor can be leveraged to tangibly improve the operations and market position of the target.

Attractive risk-adjusted returns .

to acquire a target that we believe can offer attractive risk-adjusted returns on the investments of our shareholders.

We intend to acquire a target that we believe can offer attractive risk-adjusted returns on the investments of our shareholders.

This criteria does not intend 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 sponsor and management team may deem relevant.

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

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

combination, which, as discussed in this Annual Report, would be in the form of proxy solicitation or tender offer materials, as applicable,

that we would file with the U.S.

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 sponsor and management team may deem relevant.

In the event that we decide to enter

into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that

the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which,

as discussed in this Annual Report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would

file with the U.S.

Securities and Exchange Commission, or the SEC.

Following the execution of the Business Combination Agreement, we are

currently focused on completing the proposed business combination.

Permission Required from the Chinese

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multiple businesses in unrelated industries in conjunction with our initial business combination.

We will have until 12 months from the closing

of this offering to consummate an initial business combination.

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

business combination within 12 months, we may seek shareholder approval to amend our amended and restated memorandum and articles of association

to extend the date by which we must consummate our initial business combination.

If we seek shareholder approval for an extension, our

public shareholders will be offered an opportunity to redeem their shares 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 then issued and outstanding

public shares, subject to applicable laws.

If we are unable to consummate our initial business combination within the 12-month period

or such period that may be extended, we will, (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of

taxes payable and less interest to pay dissolution expenses up to $100,000) divided by the number of then issued and outstanding public

shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive

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

subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve.

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.

event of our liquidation and subsequent dissolution, the rights will expire and will be worthless.

On June 30, 2025, we entered into a Business Combination Agreement with DRC Medicine Inc., DRC Medicine Ltd.

and DRC Merger Inc., as disclosed in our Current Report on Form 8-K filed on July 1, 2025, and we are currently focused on completing

the proposed business combination, although there can be no

assurance that such transaction will be completed.

We will have until 12 months from the closing of this offering (or

such later date as may be approved by our shareholders to extend the period to consummate an initial business combination) to consummate

an initial business combination.

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

12 months, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date

by which we must consummate our initial business combination.

If we seek shareholder approval for an extension, our public shareholders

will be offered an opportunity to redeem their shares 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 then issued and outstanding public shares, subject

to applicable laws.

If we are unable to consummate our initial business combination within the 12-month period or such period that may

be extended, we will, (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more

than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable and less

interest to pay dissolution expenses up to $100,000) divided by the number of then issued and outstanding public shares, which redemption

will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

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

our remaining shareholders and our board of directors, liquidate and dissolve.

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.

In the event of our liquidation

and subsequent dissolution, the rights will expire and will be worthless.

We anticipate structuring our initial business

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will be based on the aggregate value of all of the target businesses.

In identifying, evaluating and selecting a target

business for our initial business combination, we may encounter intense competition from other entities having a business objective similar

to ours, including other blank check companies, private equity groups, venture capital, funds leveraged buyout funds, and operating businesses

seeking strategic acquisitions.

Many of these entities are well established and have significant experience identifying and effecting

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 resources.

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

Furthermore, the requirement that, so

long as our securities are listed on Nasdaq, we acquire a target business or businesses having a fair market value equal to at least 80%

of the value of the trust account (less any deferred underwriting commissions and taxes payable on interest earned and less any interest

earned thereon that is released to us for taxes) at the time of the agreement to enter into the business combination, our obligation to

pay cash in connection with our public shareholders who exercise their redemption rights, and our outstanding rights and the potential

future dilution they represent, may not be viewed favorably by certain target businesses.

Any of these factors may place us at a competitive

disadvantage in successfully negotiating our initial business combination.

If we are unable to complete the proposed business combination, we may continue to evaluate alternative business

combination opportunities, subject to the time remaining under our amended and restated memorandum and articles of association.

In identifying, evaluating and selecting a target business for our

initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including

other blank check companies, private equity groups, venture capital, funds leveraged buyout funds, and operating businesses seeking strategic

acquisitions.

On June 30, 2025, we entered into a Business Combination Agreement, and we are currently focused on completing the proposed

business combination;

however, we may continue to face competition in completing such transaction.

Many of these entities are well established

and have significant experience identifying and effecting 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 resources.

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

Furthermore, the requirement that, so long as our securities are listed on Nasdaq, we acquire a target business or businesses

having a fair market value equal to at least 80% of the value of the trust account (less any deferred underwriting commissions and taxes

payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time of the agreement to enter

into the business combination, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights,

and our outstanding rights and the potential future dilution they represent, may not be viewed favorably by certain target businesses.

Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination.

If we succeed in effecting a business combination,

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Our Investment Process

In evaluating a prospective target business, we

expect to conduct a thorough due diligence review, which will encompass, among other things, meetings with incumbent management and employees,

document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us.

We will also utilize our operational and capital planning experience.

Due to the relationships among our sponsor, management team and

their respective affiliates, we believe that we will have the capacity to appropriately source opportunities, and to conduct critical

business, financial and other analyses of prospective target businesses ourselves, and accordingly, relative to other blank check companies,

we believe we have less reliance on unaffiliated third parties to provide such key elements of the investment process.

In evaluating a prospective target business, we expect to conduct a

thorough due diligence review, which will encompass, among other things, meetings with incumbent management and employees, document reviews,

inspection of facilities, as well as a review of financial and other information that will be made available to us.

We will also utilize

our operational and capital planning experience.

On June 30, 2025, we entered into a Business Combination Agreement, and we are currently

focused on completing the proposed business combination;

however, we conducted the due diligence process described above in connection

with our evaluation of such target.

Due to the relationships among our sponsor, management team and their respective affiliates, we believe

that we will have the capacity to appropriately source opportunities, and to conduct critical business, financial and other analyses of

prospective target businesses ourselves, and accordingly, relative to other blank check companies, we believe we have less reliance on

unaffiliated third parties to provide such key elements of the investment process.

Each of our directors and officers presently has,

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Sourcing of Potential Business Combination

We believe that the operational and transactional

experience of our management team and their respective affiliates, and the relationships they have developed as a result of such experience,

will provide us with a substantial number of potential business combination targets.

These individuals and entities have developed a broad

network of contacts and corporate relationships around the world.

We believe that the operational and transactional experience of our

management team and their respective affiliates, and the relationships they have developed as a result of such experience, will provide

us with a substantial number of potential business combination targets.

These individuals and entities have developed a broad network

of contacts and corporate relationships around the world.

This network has grown through sourcing, acquiring and financing businesses,

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and financial market conditions.

We believe that these networks of contacts and relationships will provide us important sources of investment

opportunities.

In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources,

including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

On June 30, 2025, we entered into a Business Combination Agreement, and we are currently focused on completing

the proposed business combination;

however, the sourcing capabilities described above were instrumental in identifying such target.

believe that these networks of contacts and relationships will provide us important sources of investment opportunities.

we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment

market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

Our acquisition criteria, due diligence processes

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Status as a Public Company

We believe our structure will make us an attractive

business combination partner to target businesses.

As an existing public company, we offer a target business an alternative to the traditional

initial public offering through a merger or other business combination.

In this situation, the owners of the target business would exchange

their shares of stock in the target business for our shares or for a combination of our shares and cash, allowing us to tailor the consideration

to the specific needs of the sellers.

Although there are various costs and obligations associated with being a public company, we believe

target businesses will find this method a more certain and cost-effective method to becoming a public company than the typical initial

public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting

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

We believe our structure will make us an attractive business combination

partner to target businesses.

As an existing public company, we offer a target business an alternative to the traditional initial public

offering through a merger or other business combination.

In this situation, the owners of the target business would exchange their shares

of stock in the target business for our shares or for a combination of our shares and cash, allowing us to tailor the consideration to

the specific needs of the sellers.

On June 30, 2025, we entered into a Business Combination Agreement, and we are currently focused on

completing the proposed business combination.

Although there are various costs and obligations associated with being a public company,

we believe target businesses will find this method a more certain and cost-effective method to becoming a public company than the typical

initial public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, road show and public

reporting efforts that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination

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Financial Position

With funds available for a business combination

initially in the amount of $50,000,000 assuming no redemptions before fees and expenses associated with our initial business combination,

we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential

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

Because we are able to complete

our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility

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

However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to

With funds available for a business combination initially in the amount

of approximately $50,000,000, before redemptions and subject to interest earned and expenses, we offer a target business a variety of

options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations

or strengthening its balance sheet by reducing its debt ratio.

On June 30, 2025, we entered into a Business Combination Agreement, and

we are currently focused on completing the proposed business combination.

Because we are able to complete our initial business combination

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

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

However, we have not taken

any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not

engage in, any operations for an indefinite period of time following our offering.

We intend to effectuate our initial business combination

using cash from the proceeds of our offering and the private placement of the private placement units, our shares, debt or a combination

of these as the consideration to be paid in our initial business combination.

We may, although we do not currently intend to, seek to

complete our initial business combination with a company or business that may be financially unstable or in its early stages of development

or growth, start-up companies or companies with speculative business plans or excess leverage, which would subject us to the numerous

risks inherent in such companies and businesses.

We are currently engaged in activities related to our proposed initial business combination.

On June 30, 2025,

we entered into a Business Combination Agreement with DRC Medicine Inc., DRC Medicine Ltd.

and DRC Merger Inc., as disclosed in our Current

Report on Form 8-K filed on July 1, 2025.

We intend to effect our initial business combination using cash from the proceeds of our offering

and the private placement of the private placement units, our shares, debt or a combination of these as the consideration to be paid in

our initial business combination.

We may, although we do not

currently intend to, seek to complete our initial business combination with a company or business that may be financially unstable or

in its early stages of development or growth, start-up companies or companies with speculative business plans or excess leverage, which

would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for

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our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account.

In the case of an initial business combination

funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination

would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing.

no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination.

time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through

the sale of securities or otherwise.

In the case of an initial business combination funded with assets other

than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms

of the financing and, only if required by law, we would seek shareholder approval of such financing.

There are no prohibitions on our

ability to raise funds privately or through loans in connection with our initial business combination.

At this time, other than as contemplated

by the Business Combination Agreement described above, we are not a party to any arrangement or understanding with any third party with

respect to raising any additional funds through the sale of securities or otherwise.

Selection of a target business and structuring

of our initial business combination

Nasdaq rules require that our initial business

combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the

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

a definitive agreement in connection with our initial business combination.

The fair market value of the target or targets will be determined

by our Board of Directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow

valuation or value of comparable businesses.

Our shareholders will be relying on the business judgment of our Board of Directors, which

will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different

methods of valuation may vary greatly in outcome from one another.

Such standards used will be disclosed in our tender offer documents

or proxy solicitation materials, as applicable, related to our initial business combination.

Nasdaq rules require that our initial business combination must be

with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the trust

account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement

in connection with our initial business combination.

The fair market value of the target or targets will be determined by our Board of

Directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value

of comparable businesses.

Our shareholders will be relying on the business judgment of our Board of Directors, which will have significant

discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation

may vary greatly in outcome from one another.

Such standards used will be disclosed in our tender offer documents or proxy solicitation

materials, as applicable, related to our initial business combination.

On June 30, 2025, we entered into a Business Combination Agreement

with DRC Medicine Inc., DRC Medicine Ltd.

and DRC Merger Inc., as disclosed in our Current Report on Form 8-K filed on July 1, 2025, and

we are currently focused on completing the proposed business combination.

If our board is not able to independently determine

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management team

Although we intend to closely scrutinize the management

of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our

assessment of the target business’s management may not prove to be correct.

In addition, the future management may not have the

necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our management team,

if any, in the target business cannot presently be stated with any certainty.

While it is possible that one or more of our directors will

remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their

full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot assure you that members of our management

team will have significant experience or knowledge relating to the operations of the particular target business.

Although we intend to closely scrutinize the management of a prospective

target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the

target business’s management may not prove to be correct.

While we have entered into a Business Combination Agreement, we may still

have limited ability to fully evaluate the target’s management team and their ability to operate a public company.

the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future

role of members of our management team, if any, in the target business cannot presently be stated with any certainty.

While it is possible

that one or more of our directors will remain aSssociated in some capacity with us following our initial business combination, it is unlikely

that any of them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot assure

you that members of our management team will have significant experience or knowledge relating to the operations of the particular target

We cannot assure you that any of our key personnel

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completion of our initial business combination

We will provide our public shareholders with the

opportunity to redeem all or a portion of their 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 as of two business days prior to the consummation

of the initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding

public shares, subject to the limitations described herein.

The amount in the trust account is initially anticipated to be approximately

$10.00 per public share (subject to increase of up to an additional $0.10 per public share in the event that our sponsor elects to extend

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

Our sponsor, officers and directors

have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their

initial shares and any public shares they may hold in connection with the completion of our initial business combination.

We will provide our public shareholders with the opportunity to redeem

all or a portion of their 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 as of two business days prior to the consummation of the initial business

combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares,

subject to the limitations described herein.

On June 30, 2025, we entered into a Business Combination Agreement and are currently focused

on completing the proposed business combination.

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

public share, before redemptions and subject to interest earned and expenses (subject to increase of up to an additional $0.10 per public

share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail

in this prospectus).

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed

to waive their redemption rights with respect to their initial shares and any public shares they may hold in connection with the completion

of our initial business combination.

Manner of Conducting Redemptions

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if no initial business combination

Our sponsor, officers and directors have agreed

that we will have only 12 months from the closing of this offering to complete our initial business combination.

If we are unable to complete

our initial business combination within such 12-month period, we will:

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

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,

Our sponsor, officers and directors have agreed that we will have only

12 months from the closing of this offering (as of December 31, 2025) to complete our initial business combination.

If we are unable to

complete our initial business combination within such 12-month period, we will:

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

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest

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to complete our initial business combination within the 12-month time period.

Our sponsor, officers and directors have entered

into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with

respect to their initial shares if we fail to complete our initial business combination within 12 months from the closing of this offering

However, if our sponsor acquires public shares after this offering, they will be entitled to liquidating distributions from the trust

account with respect to such public shares if we fail to complete our initial business combination within the allotted 12-month time period

Subsequent to December 31, 2025, our shareholders approved

an extension of the period to consummate an initial business combination, as disclosed in our Current Report on Form 8-K filed in January

Our sponsor, officers and directors have entered into a letter agreement

with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their initial

shares if we fail to complete our initial business combination within 12 months from the closing of this offering (as of December 31,

However, if our sponsor acquires public shares after this offering, they will be entitled to liquidating distributions from the

trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 12-month

Our sponsor, officers and directors have agreed,

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we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or 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 business combination;

if our initial business combination is not consummated within 12 months from the closing of this offering , then our existence will terminate and we will distribute all amounts in the trust account;

if our initial business combination is not consummated within 12 months from the closing of

this offering (as of December 31, 2025), subject to any extension of such period as approved by our shareholders, then our existence will

terminate and we will distribute all amounts in the trust account;

prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

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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