Item 1. Business
Item 1. BUSINESS
General
We are a blank check company originally formed
as a Cayman Islands exempted company on January 18, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination.
The Company has not commenced any operations nor generated any revenues to date. All activity for the period from January 18, 2024 (inception)
through March 31, 2025, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”
or “IPO”) described below, and since the Initial Public Offering to its search for an initial business combination. We are
also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
Our sponsor is UY Scuti Investments Limited, a
British Virgin Islands company, which was recently formed to invest in our company. Although our sponsor is permitted to undertake any
activities permitted under British Virgin Islands law and other applicable law, our sponsor’s business is focused on investing in
our company. Although each of our officers and directors is a shareholder of our sponsor; only Mr. Guojian Zhang, the sole director of
our sponsor, holds voting securities in our sponsor and has the power to vote or dispose of the securities. On August 2, 2024, our sponsor
purchased an aggregate of 1,725,000 ordinary shares (“Founder Shares”) (up to 225,000 of which were subject to forfeiture
by the holders thereof depending on the extent to which the underwriters’ option to purchase additional units is exercised) for
an aggregate purchase price of $25,000, or approximately $0.02 per share. Due to a reduction in the offering size, we subsequently entered
into an amended securities subscription agreement with our sponsor pursuant to which 287,500 Founder Shares were cancelled such that our
sponsor now owns an aggregate of 1,437,500 Founder Shares, of which, up to 187,500 shares were subject to forfeiture depending on the
extent to which the underwriters’ over-allotment option is exercised. As the over-allotment option was exercised in full, none
of the Founder Shares were forfeited.
In three closings on April 1, 2025, April 7, 2025,
and April 9, 2025, the Company sold an aggregate 5,750,000 Units at a price of $10.00 per Unit for a total of $57,500,000 (including
750,000 Units from the exercise of the underwriters’ over-allotment option) (the “Units”). Each Unit consists of one
ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right to receive one-fifth (1/5 th )
of one ordinary share upon the consummation of the Company’s initial business combination. Simultaneously with the consummation
of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 240,848 Units
(the “Placement Units”), each Placement Unit consisting of one ordinary share and one right to receive one-fifth (1/5 th )
of one ordinary share, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $2,408,480. The issuance of
the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
The net proceeds from the Initial Public Offering,
together with certain of the proceeds from the private placement, totaling $57,500,000 in the aggregate, were placed in a trust account
with Continental Stock Transfer & Trust Company established for the benefit of the Company’s public shareholders. Except for
the withdrawal of interest earned on the amounts in the trust account to fund the Company’s taxes, if any, or upon the redemption
by public shareholders of ordinary shares in connection with certain amendments to the Company’s amended and restated memorandum
and articles of association, none of the funds held in the trust account will be released until the completion of the Company’s
initial business combination or the redemption by the Company of 100% of the outstanding ordinary shares issued by the Company in the
Initial Public Offering if the Company does not consummate an initial business combination within a maximum of 12 months after the closing
of the Initial Public Offering or up to 18 months from the closing of the IPO if we extend the period of time within which to consummate
our initial business combination, as discussed in greater detail below. We presently have no revenue and have had losses since the 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.
On May 27, 2025, holders of the Company’s
Units could elect to separately trade the ordinary shares and rights included in its Units. The ordinary shares and rights are expected
to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbols “UYSC” and “UYSCR,” respectively.
Units not separated will continue to trade on Nasdaq under the symbol “UYSCU.” Holders of units will need to have their brokers
contact the Company’s transfer agent in order to separate the holders’ Units into ordinary shares and rights.
The funds in the trust account will be (i) invested
only in cash or U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain
conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government
obligations and/or (ii) deposited in an interest-bearing demand deposit account at a U.S. chartered commercial bank with consolidated
assets of $100 billion or more. We intend to use substantially all of the funds held in the trust account, including any amounts
representing interest earned in the trust account (which interest shall be net of permitted withdrawals), if any, to complete our initial
business combination.
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Business Strategy
Our efforts in identifying
prospective target businesses will not be limited to a particular geographic region. To date, our efforts have been limited to organizational
activities as well as activities related to the offer. None of our officers, directors, promoter or other affiliates has engaged in any
substantive discussion on our behalf with representatives of other companies regarding the possibility of a potential business combination
with us. We may pursue an initial business combination in any business or industry but expect to focus on a target in an industry where
we believe our management team and Founder’s expertise will provide us with a competitive advantage.
We will seek to capitalize
on the strength of our management team. Our team consists of experienced professionals and senior operating executives. Collectively,
our officers and directors have decades of experience in operating companies. We believe we will benefit from their accomplishments, and
specifically their current and recent activities with companies in identifying attractive acquisition opportunities. However, there is
no assurance that we will complete a business combination.
We believe that the members
of our management team and board of directors have valuable and applicable experience for sourcing and analyzing potential acquisition
candidates across various industries and on an international basis based upon their professional experience. Jialuan Ma has served as
an independent director on the board of directors of Qomolangma Acquisition Corp. (ticker: QOMO) since August 2021 and serves as the chairman
of the audit committee, compensation committee and nominating committee. On October 4, 2022, QOMO consummated its initial public offering
of 5,000,000 units for total proceeds of $52.73 million. As of January 3, 2025, the closing price of QOMO was $11.55. However, QOMO
received a notification from Nasdaq on November 13, 2024 in connection with the delisting of its shares from Nasdaq, following which QOMO
submitted a response on January 3, 2025 notifying Nasdaq that it will seek the voluntary delisting of it shares. On January 6, 2025, QOMO
issued a press release to announce the notice to Nasdaq and that it will redeem all of its outstanding public shares of common stock effective
as of December 27, 2024 and is in the process of winding up. On February 3, 2025, QOMO filed a Form 15 with the SEC to terminate the registration
of its securities under the Securities Exchange Act of 1934. Sze Wai Lee has served as an independent director on the board of directors
of Plutonian Acquisition Corp. (ticker: PLTN) from February 2022 to June 2024. He also served as the chairman of the audit committee.
On November 15, 2022, PLTN consummated its initial public offering of 5,750,000 units for total proceeds of $57.5 million. On October
9, 2023, Plutonian entered into an Agreement and Plan of Merger with Big Tree Cloud Holdings Limited (ticker: DSY), which transaction
closed on June 6, 2024 with a redemption rate of 99.7%. The transaction consideration was $500 million. As of January 3, 2025, the closing
price of the ordinary shares of Big Tree Cloud Holdings Limited was $3.89. As our management and directors are not involved in the SPACs
that are actively seeking for targets, we believe their fiduciary duties or contractual obligations with other SPAC companies will not
materially affect our ability to complete our initial business combination.
Investment 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.
●
Middle-Market Growth Business. We will primarily seek to acquire one or more growth businesses with a total enterprise value of between $200,000,000 and $400,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations) or a company with negative cash flow.
●
Strong Management Teams with a Proven Track Record. We intend to seek candidates who have strong management teams with a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow. We will seek to partner with potential target’s management team and expect that the operating and financial abilities of our management and board will help a potential target company to unlock opportunities for future growth and enhanced profitability.
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Business with Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.
●
Companies with Potential for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.
●
Benefit from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.
These criteria are not intended
to be exhaustive or exclusive. Any evaluation relating to the merits of a particular 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 a 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 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 United States Securities and Exchange Commission, or the SEC. In evaluating a prospective target
business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent ownership, management
and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and
other information which will be made available to us.
Sourcing of Potential Business Combination
Targets
Our management team has developed
a broad network of contacts and corporate relationships. We believe that the network of contacts and relationships of our management team
and our sponsor will provide us with an important source of business combination opportunities. In addition, we anticipate that target
business candidates will be brought to our attention from various unaffiliated sources, including investment banking firms, private equity
firms, consultants, accounting firms and business enterprises. We are not prohibited from pursuing a business combination with a company
that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form
of shared ownership with our sponsor, officers or directors. However, we will not consider or undertake an initial business combination
with any target company the financial statements of which are audited by an accounting firm that the PCAOB is unable to inspect for two
consecutive years.
If any of our officers or
directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she
has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to
such entity prior to presenting such business combination opportunity to us.
Unless we complete our initial
business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the
target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent
firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm
that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders
will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used
to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another.
Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial
business combination.
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Members of our management
team may directly or indirectly own our ordinary shares and/or private placement units following the initial public offering, and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.
Each of our directors and
officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity.
Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an
acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or
she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only
present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provides that,
subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any
officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer
of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for
us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially
undermine our ability to complete our business combination.
However, based on the existing
relationships of our sponsor and our directors and officers, the fact that we may consummate a business combination with a target in a
wide range of industries, as well as the experiences of certain of our directors and officers and affiliates of our sponsor with the prior
SPACs, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our
ability to complete our initial business combination.
Notwithstanding that, such
officers and directors will continue to have a pre-existing fiduciary obligation to us and we will, therefore, have priority over
any special purpose acquisition companies they subsequently join. In addition, because we may consummate a business combination with a
target in a broad array of industries, we do not believe that any such potential conflicts would materially affect our ability to complete
our initial business combination.
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 with us. In a business combination
transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests
in the target business for our ordinary shares (or shares of a new holding company) or for a combination of our ordinary 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 process, there are additional expenses incurred
in marketing, roadshow 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 is completed, the target business will have effectively become public, whereas an initial public offering is always
subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent
the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means
of providing management incentives consistent with shareholders’ interests. Being a public company can offer further benefits by
augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
While we believe that our
structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may
have negative view of us since we are a blank check company without an operating history and there is uncertainty relating to our ability
to seek shareholder approval of any proposed initial business combination and retain sufficient funds in our trust account in connection
therewith.
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Financial Position
As we consummated our initial
public offering on April 1, 2025, as of March 31, 2025, we had $nil in investments held in the trust account. Following the closing of
our initial public offering, we had approximately $57,500,000 in investments held in the trust account assuming no redemptions and before
fees and expenses associated with our initial business combination. With funds available for a business combination in trust account,
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. Additionally, because we are a public
company or because a target business may be an attractive investment opportunity for third parties or be financially financeable through
a third-party traditional lender, we may be able to obtain additional financing from third parties in financing to satisfy cash needs
of any target and its shareholders. Because we are able to complete our initial business combination using our cash, debt or equity securities,
or additional financings 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 and its shareholders to fit their 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.
Initial Business Combination
We are not presently engaged
in, and we will not engage in any operations for an indefinite period of time following the initial public offering. We intend to effectuate
our initial business combination using cash from the proceeds of the initial public offering and the private placement of the private
placement units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward
purchase agreements or backstop agreements we may enter into following the consummation of the initial public offering or otherwise),
shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances,
or a combination of the foregoing. We may 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, which would subject us to the numerous risks inherent in such companies and
businesses.
If our initial business combination is paid for
using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in
connection with our initial business combination or used for redemptions of our ordinary shares, we may apply the balance of the cash
released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction
company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the
purchase of other companies or for working capital.
We may seek to raise additional funds through
a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate
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. There are
no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this
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.
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
either (i) in connection with a meeting of our shareholders called to approve the business combination or (ii) without a shareholder
vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive
an ordinary resolution under the law of the Cayman Islands law and our amended and restated memorandum and articles of association, which
requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person
or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder
approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based
on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder
approval under applicable law or stock exchange listing requirement.
We will have 12 months from
the closing of the initial public offering to consummate our initial business combination. However, if we anticipate that we may not be
able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor,
extend the period of time to consummate a business combination up to two (2) times, each by an additional three months (for a total of
up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set
out below. Pursuant to the terms of our memorandum and articles of association and the trust agreement we have entered into between us
and Continental Stock Transfer & Trust Company, in order for the time available for us to consummate our initial business combination
to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit
into the trust account $575,000 (approximately $0.10 per public share) per each three-month extension, up to an aggregate of $1,150,000,
or $0.20 per public share (for the up to six months’ extension period), on or prior to the date of the applicable deadline, for
each extension. In connection with any possible business combination, we may require that the target (or affiliates of any such target)
provide an advance of funds (whether as a loan or other arrangement) to pay for any additional extension costs. In the event that we receive
notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press
release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release
the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our 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 are
unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but
not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. In such event, the rights will be worthless.
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Our sponsor may extend the
time frame for the company to complete a business combination beyond the initial 12-month period, up to an additional six (6) months for
a total of eighteen (18) months from the closing of the initial public offering to complete a business combination by depositing the required
amount of funds for each three (3) month extension. Holders of our securities will not have to right to approve or disapprove any of the
two three-month extensions. Further, holders of our securities will not have the right to seek or obtain redemption in connection with
any extension of the time frame to complete a business combination. In addition, if we are unable to complete an initial business combination
within 12 months from the closing of the initial public offering (or up to 18 months from the closing of the initial public offering if
we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this annual
report), we will be unable to repay any loans including the loans from our sponsor, reimburse out-of-pocket expenses and make payments
for rent and administrative services or expenses incurred in connection with pursuing an initial business combination, except to the extent
of the limited funds available outside of the trust account, which could create a material conflict of interest in evaluating a potential
initial business combination. If we are unable to complete our initial business combination within 12 months from the closing of the initial
public offering (or up to 18 months from the closing of the initial public offering if we extend the period of time to consummate a business
combination, as described in more detail in this annual report), or by such earlier liquidation date as our board of directors may approve,
the founder shares, private units, private shares and private rights will be worthless, except to the extent they receive liquidating
distributions from assets outside the trust account.
Any such payments from our
sponsor to extend the time frame would be made in the form of a loan from our sponsor to the company. The final and definitive terms of
the loan in connection with any such loans have not yet been negotiated, but any such loan would be interest free and not repaid unless
and until we complete a business combination. If we complete our initial business combination, we would expect to repay such loaned amounts
out of the proceeds of the trust account released to us following any redemptions of our public shares or from funds which may be raised
in any subsequent capital financing transaction which may be undertaken in connection with the completion of a business combination.
To the extent we effect our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous
risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target
business, we cannot assure you that we will properly ascertain or assess all significant risk factors. 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, operational, legal and other information
which will be made available to us.
The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the
funds we can use to complete another business combination.
Lack of Business Diversification
For an indefinite period of time after the completion
of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it
is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
By completing our initial business combination with only a single entity, our lack of diversification may:
● subject us to negative economic,
competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which
we operate after our initial business combination; and
● cause us to depend on the marketing
and sale of a single product or limited number of products or services.
Limited Ability to Evaluate the Target’s 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.
We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial business combination.
Following a business combination, we may seek to
recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
ability to recruit additional managers, or that such additional managers will have the requisite skills, knowledge or experience necessary
to enhance the incumbent management.
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Selection of a Target Business and Structuring of Our Initial Business
Combination
The 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 income taxes payable on interest earned) at the time of our signing a definitive
agreement in connection with our initial business combination. If our Board of Directors 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 for the type of company we are seeking to acquire or an independent accounting firm. We
do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If we are
delisted from NASDAQ prior to completion of the business combination, the NASDAQ 80% requirement would no longer be applicable.
Any evaluation relating to the merits of a particular
business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our
management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we
will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection
of facilities, as well as a review of financial and other information which is made available to us. This due diligence review will be conducted
either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third
parties.
We anticipate structuring
our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire
100% of the equity interests or a portion of the assets of the target business or businesses. We may acquire a business line, division
or subsidiary or stand-alone assets that could allow us to constitute an operating business. The determination of whether or not to acquire
less than 100% of the equity interests or assets will be dependent upon numerous factors, including satisfaction certain objectives of
the target management team or target’s shareholders, the costs of any such proposed acquisition, our ability to constitute a viable
business from any such assets, legal issues involving assignments of contracts or intellectual property assets, or for other reasons,
many of which we cannot determine at this time and will be contingent upon negotiations with prospective targets. We may, however, structure
our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of
the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will
only complete a business combination for equity interests if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target or in the event of an acquisition of assets,
an acquisition which results in an operating business line, sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended, or the Investment Company Act. In considering an asset transaction, we would acquire
such assets only if we could constitute from such assets a stand-alone operating business. Even if the post-transaction company owns or
acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a
minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned
or acquired is what will be valued for purposes of the 80% of Nasdaq net assets test. If our initial business combination involves more
than one target business or assets from different business, the 80% of net assets test will be based on the aggregate value of all of
the target businesses.
We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the
business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we
seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum
and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration
to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to
obtain such an opinion in any other context.
Members of our management
team and our independent directors will directly or indirectly own founder shares and/or private placement units following the initial
public offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate
business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly
or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial
profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we
are unable to complete our initial business combination within 12 months or up to 18 months from the closing of the initial public
offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement units may
expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create
an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that
subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict
of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors
was included by a target business as a condition to any agreement with respect to our initial business combination.
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Shareholders May Not Have the Ability to Approve
Our Initial Business Combination
We may conduct redemptions without
a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and
articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we
may decide to seek shareholder approval for business or other legal reasons.
Under the Nasdaq’s listing rules,
shareholder approval would be required for our initial business combination if, for example:
●
we issue ordinary shares that will be equal to or in excess of 20% of the number of ordinary shares then issued and outstanding (other than in a public offering);
●
any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or
●
the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
The decision as to whether
we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required
by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors,
including, but not limited to:
●
the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
●
the expected cost of holding a shareholder vote;
●
the risk that the shareholders would fail to approve the proposed business combination;
●
other time and budget constraints of the company; and
●
additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.
Permitted Purchases of Our Securities
In the event we seek shareholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares out side of the redemption
offer in compliance with the conditions set forth in SEC Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01
in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.
There is no limit on the number of shares such persons may purchase. However, they have no current commitments, plans or intentions to
engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors,
officers, advisors or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial
business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the
funds in the trust account will be used to purchase shares in such transactions. They will not make any such purchases when they are in
possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under
the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of
our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. We will adopt an insider
trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in
possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently
determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors,
including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such
purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.
In the event that our sponsor,
directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have
already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem
their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer
rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the
purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such
rules.
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The purpose of any such transactions
could be to (i) increase the likelihood of obtaining shareholder approval of the business combination, or (ii) satisfy a closing
condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our
initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities
may result in the completion of our initial business combination that may not otherwise have been possible.
In addition, if such purchases
are made, the public “float” of our ordinary shares may be reduced and the number of beneficial holders of our securities
may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities
exchange.
Our sponsor, officers, directors,
advisors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors, advisors
or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption
requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination. To the
extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential
selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against
the business combination. Such persons would select the shareholders from whom to acquire shares based on the number of shares available,
the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share
paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its
shares in connection with our initial business combination. Our sponsor, officers, directors, advisors or their affiliates will only purchase
shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
Any purchases by our sponsor,
officers, directors, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will
only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability
for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements
that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors, advisors and/or
their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of
the Exchange Act.
Our management team, sponsor
or any of their respective affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or
Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13
and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally,
in the event our management team, sponsor or any of their respective affiliates were to purchase public shares from public shareholders,
such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in
pertinent part, through adherence to the following:
●
our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our management team, sponsor or any of their respective affiliates may purchase shares or rights from public shareholders outside the redemption process, along with the purpose of such purchases;
●
if our management team, sponsor or any of their respective affiliates were to purchase public shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process;
●
our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our management team, sponsor or any of their respective affiliates would not be voted in favor of approving the business combination transaction;
●
our management team, sponsor or any of their respective affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and
●
we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:
●
the amount of our securities purchased outside of the redemption offer by our management team, sponsor or any of their respective affiliates, along with the purchase price;
●
the purpose of the purchases by our management team, sponsor or any of their respective affiliates;
●
the impact, if any, of the purchases by our management team, sponsor or any of their respective affiliates on the likelihood that the business combination transaction will be approved;
●
the identities of our security holders who sold to our management team, sponsor or any of their respective affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our management team, sponsor or any of their respective affiliates; and
●
the number of our securities for which we have received redemption requests pursuant to our redemption offer.
Please see “Risk Factors —
If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may
elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public
“float” of our ordinary shares.”
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Redemption Rights for Public Shareholders upon
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 issued and 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. The per-share amount we will distribute to investors who properly redeem their shares are not subject to reduction by
deferred underwriting commissions. 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 founder shares, private placement shares and any public shares
they may hold in connection with the completion of our initial business combination.
Manner of Conducting Redemptions
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
either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. Shareholders
will not be granted any right to redeem their securities in connection with any decision by us to extend the time frame to complete a
business combination from 12 months to up to 18 months.
The decision as to whether
we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion,
and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require
us to seek shareholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock
purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions
where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles
of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender
offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirement or we choose to seek shareholder
approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be
required to comply with Nasdaq rules.
If a shareholder vote is not
required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated
memorandum and articles of association:
●
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulates issuer tender offers; and
●
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
Upon the public announcement
of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase
our ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5
under the Exchange Act.
In the event we conduct redemptions pursuant to the tender offer rules,
our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and
we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the
tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares which are not purchased
by our sponsor, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net
tangible assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject to the SEC’s
“penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating
to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the
tender offer and not complete the initial business combination.
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If, however, shareholder approval
of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business
or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:
●
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
●
file proxy materials with the SEC.
We expect that a final proxy
statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy
statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct
redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive
and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing
or Exchange Act registration.
In the event that we seek
shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our
public shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval,
unless otherwise required by applicable law, regulation or stock exchange rules, we will complete our initial business combination only
if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a simple majority
of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management
team have agreed to vote their founder shares and public shares purchased during or after the Initial Public Offering (including in open
market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties
may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving
the business combination transaction). For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the
approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders’ founder
shares and representative shares, we would need 1,920,827, or 33.4%, of the 5,750,000 public shares sold in the Initial Public Offering
to be voted in favor of an initial business combination in order to have our initial business combination approved. Assuming that only
the holders of a majority of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum
and articles of association vote their shares at a general meeting of the Company, we will only need 6,240 of the public shares sold in
the IPO in addition to our founder shares and representative shares to be voted in favor of an initial business combination in order to
approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation
with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which
requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person
or, where proxies are allowed, by proxy at the applicable general meeting of the company. These quorum and voting thresholds and the agreement
of our initial shareholders may make it more likely that we will consummate our initial business combination. Each public shareholder
may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction, or whether they do
not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general
meeting held to approve the proposed transaction.
Our amended and restated memorandum
and articles of association provides that in no event will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject to the SEC’s
“penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement
pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i)
cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general
corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.
In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount
of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption
will be returned to the holders thereof.
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Limitation on Redemption Upon Completion of
Our Initial Business Combination If We Seek Shareholder Approval
Notwithstanding the foregoing,
if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with
respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as the “Excess Shares.” We believe
this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use
their ability to exercise their redemption rights against a proposed business combination as a means to force us or our sponsor or its
affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this
provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption
rights if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market
price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the
IPO, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our
initial business combination, particularly in connection with a business combination with a target that requires as a closing condition
that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to
vote all of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors
have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them
redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted
transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver.
However, to the extent that any such affiliate acquires public shares in the IPO or thereafter through open market purchases, it would be a
public shareholder and restricted from seeking redemption rights with respect to any Excess Shares.
Tendering Share Certificates in Connection
with a Tender Offer or Redemption Rights
We may require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents, or up to
two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or
to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian)
System, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we
will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring
public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our
tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination if
we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to
the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final
proxy statement would be mailed to public shareholders at least 20 days prior to the shareholder vote. However, we expect that a draft
proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if
we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders
to use electronic delivery of their public shares.
There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer
agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming
holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender
their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery
must be effectuated.
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The foregoing is different
from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations,
many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a
holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking
to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange
for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window”
after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market.
If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his
or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit
before the shareholder meeting, would become “option” rights surviving past the completion of the business combination until
the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that
a redeeming holder’s election to redeem is irrevocable once the business combination is approved.
Any request to redeem such
shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the shareholder
meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection
with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such
holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds
to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of
our initial business combination.
If our initial business combination
is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may
continue to try to complete a business combination with a different target until the end of the completion window.
Redemption of Public Shares and Liquidation
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 or up to 18 months from the closing of this offering
if we extend the period of time to consummate a business combination, as described in more detail in this Annual Report, to complete our
initial business combination. If we are unable to complete our initial business combination within such 12-month period (or up to an 18-month
time period if we extend the period of time to consummate a business combination), we will: (1) cease all operations except for
the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
(less up to $100,000 of interest to pay dissolution expenses and net of income taxes payable), divided by the number of then issued
and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject
in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to
complete our initial business combination within the 12-month (or up to 18-month if we extend the period of time to consummate a business
combination) 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 any founder shares and private placement shares held by them if we fail to complete our initial business
combination within the completion window. However, if our sponsor or any of our officers and directors acquires public shares after the
Initial Public Offering, it 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 completion window.
Our sponsor, officers and directors agreed, pursuant to a letter agreement
with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify
the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination
or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with
respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide
our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals),
divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our
net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules).
If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net
tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares.
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We expect that all costs and
expenses associated with implementing our plan of liquidation, as well as payments to any creditors, will be funded from amounts held
outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds
are not sufficient to cover the costs and expenses associated with implementing our plan of liquidation, to the extent that there is any
interest accrued in the trust account not required to pay income taxes, we may request the trustee to release to us an additional amount
of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of
the net proceeds of the IPO and the sale of the private placement units, 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 $10.00 (subject to increase of up to an additional $0.20 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 Annual Report). The proceeds deposited
in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of
our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially
less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide
for all creditors’ claims.
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. Examples of possible instances where we may engage a third party that
refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable
to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any
claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek
recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business
combination within the Prescribed Time Frame, or upon the exercise of a redemption right in connection with our initial business combination,
we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years
following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the
amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the
amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain
liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against
a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently
verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets
are securities of our company. None of our other officers will indemnify us for claims by third parties including, without limitation,
claims by vendors and prospective target businesses.
In the event that the proceeds
in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account
as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount
of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you
that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share.
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We will seek to reduce the
possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all 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 monies held in the trust account. Our sponsor will also not be liable as to any claims under our
indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that
we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received
funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate
of costs and expenses incurred in connection with our liquidation, we may fund such excess with funds from the funds not to be held in
the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding
amount. Conversely, in the event that the offering expenses are less than our estimate of costs and expenses incurred in connection with
our liquidation, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
If we file a bankruptcy petition
or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject
to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over
the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to
return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy
court could seek to recover all amounts received by our shareholders. Furthermore, our board may be viewed as having breached its fiduciary
duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by
paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not
be brought against us for these reasons.
Our public shareholders will
be entitled to receive funds from the trust account only upon the earlier of (i) the completion of our initial business combination, (ii)
the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum
and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete
our initial business combination within the Prescribed Time Frame or (B) with respect to any other provision relating to shareholders’
rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial
business combination within the Prescribed Time Frame, subject to applicable law. In no other circumstances will a shareholder have any
right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business
combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming
its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights
described above.
Amended and Restated Memorandum and Articles
of Association
Our amended and restated memorandum
and articles of association contains certain requirements and restrictions relating to the IPO that applies to us until the consummation
of our initial business combination. If we seek to amend any provisions of our amended and restated memorandum and articles of association
relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public shareholders with the opportunity
to redeem their public shares in connection with any such vote. Our sponsor, officers and directors have agreed to waive any redemption
rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial
business combination. Specifically, our amended and restated memorandum and articles of association provide, among other things, that:
●
prior to the consummation of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) or (2) provide our public shareholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of income taxes payable) in each case subject to the limitations described herein;
●
we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination;
●
if our initial business combination is not consummated within the Prescribed Time Frame, as described in more detail in this Annual Report), then our existence will terminate and we will distribute all amounts in the trust account; and
●
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.
These provisions cannot be
amended without the approval of holders of at least two-thirds of our ordinary shares. In the event we seek shareholder approval in connection
with our initial business combination, our amended and restated memorandum and articles of association provides that we may consummate
our initial business combination only if approved by a majority of the ordinary shares voted by our shareholders at a duly held shareholders
meeting.
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Competition
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 and leveraged buyout funds, and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have extensive 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 business. Furthermore, our obligation to pay cash
in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial
business combination and our outstanding rights, and the future dilution they potentially represent, may not be viewed favorably by certain
target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business
combination.
Facilities
We currently maintain our
executive offices at 39 E Broadway, Suite 603, New York, NY 10002. The cost for this space is included in the $10,000 per month fee that
we will pay an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate
for our current operations.
Employees
We currently have three executive
officers. Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote
as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time
that our officers or any other members of our management team will devote in any time period will vary based on whether a target business
has been selected for our initial business combination and the current stage of the business combination process.
Corporate Information
We are a Cayman Islands exempted
company incorporated on January 18, 2024. Our executive offices are located at 39 E Broadway, Suite 603, New York, NY 10002, and
our telephone number is (412)-947-0514.
We are required to file Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material
events in Current Reports on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC. The SEC’s Internet Website is located at http://www.sec.gov.
In addition, we will provide copies of these documents by contacting us at the address, telephone number or facsimile number as described
above.
Periodic Reporting and Financial Information
We have registered our units,
ordinary shares and rights under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly
and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements
audited and reported on by our independent registered public accountants.
We will provide shareholders
with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials
sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance
with, or be reconciled to, U.S. GAAP, or IFRS, depending on the circumstances and the historical financial statements may be required
to be audited in accordance with the PCAOB. These financial statement requirements may limit the pool of potential target businesses we
may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with
federal proxy rules and complete our initial business combination within the Prescribed Time Frame. While this may limit the pool of potential
acquisition candidates, we do not believe that this limitation will be material.
We will be required to evaluate
our internal control procedures for the fiscal year ending March 31, 2026 as required by the Sarbanes-Oxley Act. Only in the event
we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an “emerging growth company,”
will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over
financial reporting. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their
internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase
the time and costs necessary to complete any such acquisition.
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Potential Conflicts
Each of our officers and
directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one
or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity
to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable
for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands
law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no
individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by
contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we
renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which
(a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation
of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the
fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business
combination.
In addition, our sponsor
and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business
or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and
directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other
special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional
conflicts of interest in pursuing an initial business combination target. However, we do not believe that any such potential conflicts
would materially affect our ability to complete our initial business combination.
Enforcement of Civil Liabilities
Currently, the majority of
our executive officers and directors either reside within China, are physically there for a significant portion of each year, and a majority
of them are PRC nationals. Jialuan Ma, our Chief Executive Officer and Director, holds Chinese citizenship and resides in China; Shaokang
Lu, our Chief Financial Officer, holds Chinese citizenship and resides in China; Jiawen Zhao, our Chief Investment Officer and Director,
holds Chinese citizenship and resides in China; Sze Wai Lee, our Independent Director, holds Hong Kong citizenship and resides in China;
Daniel John Paul Peart, our Independent Director, holds UK citizenship and resides in the UK; and Yan Liang, our Independent Director,
holds Chinese citizenship and resides in China. As a result, it may be difficult for you to effect service of process upon us or those
persons inside mainland China. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize
or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of U.S. securities laws
or those of any U.S. state, or whether the courts of the Cayman Islands or the PRC would entertain original actions brought in the Cayman
Islands or in the United States or any state in the United States against us or our directors or officers that are predicated upon the
federal securities laws of the United States or the securities laws of any state in the United States. In addition, there is uncertainty
as to whether the courts of the Cayman Islands would, in original actions brought in the Cayman Islands, impose liabilities against us
predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities
imposed by those provisions are penal in nature. Also, if we decide to consummate our initial business combination with a target business
based in and primarily operating in China, it is possible that substantially all or a significant portion of combined company’s
assets may be located outside of the United States and some of the combined company’s officers and directors may reside outside
of the United States. As a result, it may be difficult to effect service of process upon these officers and directors who reside outside
of the United States. Even with effective service of process, it may also be difficult to enforce in U.S. courts judgments obtained in
U.S. courts based on the civil liability provisions of the U.S. federal securities laws against the officers and directors.
PRC
The recognition and enforcement
of foreign judgments are provided for under the PRC Civil Procedures Law . PRC courts may recognize and enforce foreign judgments
in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where
the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written
arrangement with the U.S. that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to
the PRC Civil Procedures Law , the PRC courts will not enforce a foreign judgment against us or our directors and officers if they
decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest. As a result,
it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S.
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It may also be difficult
for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant
legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with
respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts
of another country or region to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities
regulatory authorities in the U.S. may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to
Article 177 of the PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities
regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177
further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business
activities to foreign agencies without prior consent from the securities regulatory authority of the PRC State Council and the competent
departments of the PRC State Council. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated,
the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may
further increase difficulties faced by you in protecting your interests.
Hong Kong
There is also uncertainty
as to whether the courts of Hong Kong would (1) recognize or enforce judgments of U.S. courts obtained against us or our directors or
officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities
laws of any state in the United States, or (2) entertain original actions brought in Hong Kong against us or our directors or officers
that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.
In addition, judgments of
United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal
enforcement of foreign judgments between Hong Kong and the United States. However, subject to certain conditions, including but not limited
to when the judgment is for a definite sum of money in a civil matter and not in respect of taxes, fines, penalties or similar charges,
the judgment is final and conclusive rendered by a court with jurisdiction to adjudicate the matter and has not been stayed or satisfied
in full, the judgment is from a competent court, the judgment was not obtained by fraud, misrepresentation or mistake nor obtained in
proceedings which contravenes the rules of natural justice and the enforcement of the judgment is not contrary to public policy in Hong
Kong, Hong Kong courts may accept such judgment obtained from a United States court as a debt due under the rules of common law. However,
a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.
Potential Legal and Operational Risks Associated
with Acquiring a Company that does Business in China
Although we do not have any
PRC subsidiary or China operations, a majority of our executive officers and directors are located in, or have significant ties to, China,
which may make us a less attractive partner to potential target companies outside the PRC than a non-PRC related SPAC. As a result, we
are more likely to acquire a company based in China through subsidiaries and VIEs in an initial business combination. If we decide to
consummate our initial business combination with a target business based in and primarily operating in China, the combined company may
face various legal and operational risks and uncertainties after the business combination. In order to reduce or limit such risks, we
will not consider or undertake an initial business combination with any company which financial statements are audited by an accounting
firm that the PCAOB is unable to inspect for two consecutive years. Accordingly, this may limit the pool of acquisition candidates we
may acquire in China due in part to PRC laws and regulations against foreign ownership and investment in certain assets and industries,
known as restricted industries, including, but not limited to, value added telecommunications services (except for e-commerce, domestic
multiparty communications, store-and-forward services and call centers). Further, due to (i) the risks associated with acquiring and operating
a business in the PRC and/or Hong Kong and (ii) the fact that a majority of our executive officers and directors are located in or have
significant ties to China, it may make a us a less attractive partner to certain potential target businesses as mentioned earlier.
In the event that we determine
to pursue a business combination with a target company based in China or Hong Kong, we may become subject to legal and operational risks
because our sponsor operates in China and our executive officers and directors are located in or have significant ties to China resulting
from PRC laws and regulations that are sometimes vague and uncertain, and which may therefore, present risks that may result in a material
change in the target company’s principal operations in China, significant depreciation of the value of the combined company’s
securities, or materially hinder or prevent the offering of securities by the combined company to investors and cause the value of such
securities to significantly decline or be worthless. While our officers and directors are not required to obtain permissions or approvals
from PRC government authorities to search for a target company, the PRC government has significant authority to exert influence on the
ability of a China-based company to conduct its business, make or accept foreign investments or list on a U.S. stock exchange. For example,
if we enter into a business combination with a target business operating in China, the combined company may face risks associated with
regulatory approvals of the proposed business combination between us and the target, offshore offerings, anti-monopoly regulatory actions,
cybersecurity and data privacy, as well as the potential lack of PCAOB inspection of its auditors or the auditors of the target business.
In addition, the combined company may be subject to legal and operational risks associated with having substantially all of its operations
in China, including risks related to the legal, political and economic polies of the Chines government, the relations between China and
the United States, or PRC or United States regulations, which risks could have a material adverse effect on the combined company’s
operations and the value of the securities of the combined company.
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Potential Approvals from the PRC Governmental
Authorities for a Business Combination
We are not limited to a particular
industry or geographic region for purposes of consummating an initial business combination. Though we currently do not have any PRC subsidiary
or China operations, we may consummate our initial business combination with a target with principal operations in China.
The PRC government has recently
initiated a series of regulatory actions and 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 its efforts in anti-monopoly enforcement. For example, according to the New Measures effective on February 15, 2022, network
platform operators with personal information of more than one million users must apply for cyber security review to the Cyber Security
Review Office when they go public abroad, and accordingly these companies may not be willing to list on a U.S. stock exchange or enter
into a definitive business combination agreement with us. If we enter into a business combination with a target business operating in
China, the combined company may face risks associated with regulatory approvals of the proposed business combination between us and the
target, offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy. The PRC government may also intervene
with or influence the combined company’s operations as the government deems appropriate to further regulatory, political and societal
goals. 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 China, 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 in extreme cases, 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 Administrative Measures”), which took effect on March 31, 2023.
The Trial Administrative Measures further clarified and emphasized several aspects, including: (i) 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 Administrative Measures if
the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profit, total assets or
net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC
domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places
of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese
citizens or domiciled in mainland China; (ii) exemptions from immediate filing requirements for issuers that a) have already been listed
or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Administrative
Measures, and b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas
stock exchange, c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however
that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that
require filing with the CSRC; (iii) a negative list of types of issuers banned from listing overseas, such as issuers under investigation
for bribery and corruption; (iv) regulation of issuers in specific industries; (v) issuers’ compliance with national security measures
and the personal data protection laws; and (vi) certain other matters such as: an issuer must file with the CSRC within three business
days after it submits an application for initial public offering to competent overseas regulators; and subsequent reports shall be filed
with the CSRC on material events, including change of control or voluntary or forced delisting of the issuer(s) who have completed overseas
offerings and listings.
The Regulations on Mergers
and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies
in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities
in a PRC company to obtain the approval of CSRC prior to the listing and trading of such special purpose vehicle’s securities on
an overseas stock exchange. The scope of the M&A Rules covers two types of transactions: (a) equity deals where the acquisition by
a foreign investor, i.e., the offshore special purpose vehicle, of equity in a “PRC domestic company,” and (b) asset deals
where the acquisition by an offshore special purpose vehicle of the assets of a “PRC domestic company.” Neither the equity
deals or the asset deals will be involved in our business combination process with a China-based target for the reason that the offshore
special purpose vehicle of such China-based target directly holds shares through the wholly foreign owned enterprise(s) or WFOE, which
are established by means of direct investment rather than by equity deals or asset deals under the M&A Rules. To date, the CSRC has
not issued any definitive rules or interpretations concerning whether offerings such as the indirect listing of a China-based entity as
part of the business combination are subject to the CSRC approval procedures under the M&A Rules. As a result, based on our management’s
understanding of the current PRC laws, rules, regulations and local market practices, the CSRC’s approval under the M&A Rules
will not be required in the context of our business combination with a China-based target. However, substantial uncertainty remains regarding
the scope and applicability of the M&A Rules to offshore special purpose vehicles and the above analysis are subject to any new laws,
rules and regulations or detailed implementation and interpretations in any form relating to the M&A Rules. We cannot assure you that
relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do. It is possible that we may need to obtain
approvals or permissions from CSRC in order for us to complete a business combination with a China-based target pursuant to the M&A
Rules. If we are required to obtain such approvals, we cannot assure we will be able to receive them in a timely manner, or at all.
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In addition, on December 24,
2021, the CSRC released for public comments Provisions of the State Council on the Administration of Overseas Securities Offering and
Listing by Domestic Companies (Draft for Comments) and Administrative Measures for the Filing of Overseas Securities Offering and Listing
by Domestic Companies (Draft for Comments) (the “Draft Rules”). The Draft Rules, if declared into effect, will implement a
new regulatory framework requiring Chinese businesses to file with CSRC when pursuing overseas listings. The Draft Rules propose a new
filing system for all Chinese companies (including the VIE-structured companies) that are pursuing listings outside mainland China. An
overseas listing is required to be filed with CSRC within three working days (i) following the submission of IPO application in the case
of an IPO (or similar application in the case of a dual listing on another market), or (ii) following the submission of offering/registration
applications (or following the first announcement of the transaction, as applicable) in the case of a SPAC listing or “back-door”
listing. It is our management’s understanding that the Draft Rules, if enacted as it is, will subject a China-based target to the
new filing system if we decide to consummate our initial business combination with such target. The China-based target and the combined
company may be subject to additional compliance requirements in the future if a final rule is adopted with material changes from the Draft
Rules. Though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us, we cannot
assure you that we will be able to receive clearance of such filing requirements in a timely manner, or at all.
On December 27, 2021,
the National Development and Reform Commission (the “NDRC”) and the Ministry of Commerce (the “MOFCOM”) promulgated
Special Administrative Measures (Negative List) for the Access of Foreign Investment (2021 Version), effective as of January 1, 2022
(the “Negative List”). Compared to the previous version, there are no specific industries added to the list but, for the first
time, it declares China’s jurisdiction over (and detailed regulatory requirements on) overseas listings made by Chinese businesses
in the so-called “Prohibited Industries.” According to Article 6 of the Negative List, domestic enterprises engaging in businesses
in which foreign investment is prohibited shall obtain approval from the relevant authorities before offering and listing their shares
on an overseas stock exchange. In addition, certain foreign investors shall not be involved in the operation or management of the relevant
enterprise, and shareholding percentage restrictions under relevant domestic securities investment management regulations shall apply
to such foreign investors. The intended scope of such jurisdiction was further clarified by NDRC officials on a press conference held
on January 18, 2022.
On July 6, 2021, the
General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the
Opinions on Strictly Cracking Down on Illegal Securities Activities According to Law (the “Opinions”), which call for strengthened
regulation over illegal securities activities and supervision on overseas listings by China-based companies and propose to take effective
measures, such as promoting the development of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed
companies.
Uncertainties still exist
as to how the M&A Rules could be interpreted or implemented in the future, and the Opinions stated above is subject to any new laws,
rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.
Furthermore, pursuant to
the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7,
2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure
operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases
internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the Cyberspace
Administration of China (the “CAC”). In April 2020, the CAC and certain other PRC regulatory authorities promulgated
the Measures for Cybersecurity Review, which requires that operators of critical information infrastructure must pass a cybersecurity
review when purchasing network products and services which do or may affect national security. On January 4, 2022, the CAC, in conjunction
with 12 other government departments issued the New Measures for Cybersecurity Review (the “New Measures”). The New Measures
amends the Measures for Cybersecurity Review (Draft Revision for Comments) (the “Draft Measures”) released on July 10,
2021 and came into effect on February 15, 2022. The PRC Data Security Law, which took effect on September 1, 2021, imposes data
security and privacy obligations on entities and individuals that carry out data activities, provides for a national security review procedure
for data activities that may affect national security and imposes export restrictions on certain data and information. On August 20,
2021, the Standing Committee of the People’s Congress promulgated the PRC Personal Information Protection Law (the “PIPL”),
which is to take effect on November 1, 2021. The PIPL sets out the regulatory framework for the handling and protection of personal
information and the transmission of personal information overseas. If our potential future target business in China involves collecting
and retaining internal or customer data, it is our management’s understanding that such target business might be subject to the
relevant cybersecurity laws and regulations, including the PRC Cybersecurity Law and the PIPL as discussed above, and that such target
business needs to go through the cybersecurity review process before effecting a business combination if it is deemed as a critical information
infrastructure operator purchasing internet products and services that affects or may affect national security, a network platform operator
that affect or may affect national security, or a network platform operator with personal information of more than one million users.
Since the New Measures is new, the implementation and interpretation thereof are not yet clear.
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Pursuant to the Holding Foreign
Companies Accountable Act, or the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB
is unable to inspect or completely investigate registered public accounting firms headquartered in (1) mainland China of the PRC because
of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative Region and dependency of
the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific
registered public accounting firms which are subject to these determinations. On December 15, 2022, the PCAOB announced that PCAOB
has secured complete access to inspect and investigate public accounting firms headquartered in mainland China and Hong Kong, and vacated
previous determinations to the contrary. However, uncertainties exist with respect to the implementation of this framework and there is
no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations in a manner that satisfies
the Protocol. Should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access — in any way and at any point
in the future — the Board of the PCAOB will act immediately to consider the need to issue a new determination. Our auditor, Audit
Alliance LLP, headquartered in Singapore, is an independent registered public accounting firm with the PCAOB and has been inspected by
the PCAOB on a regular basis. Audit Alliance LLP is not headquartered in mainland China or Hong Kong and was not identified in the Determination
Report as a firm subject to the PCAOB’s determinations. As a special purpose acquisition company, our current business activities
only involve the preparation of the initial public offering and searching for targets and consummating a business combination following
the initial public offering.
In addition, we will affirmatively
exclude any target company the financial statements of which are audited by an accounting firm that the PCAOB has been unable to inspect
for two consecutive years at the time of our business combination. Notwithstanding the foregoing, in the event that we decide to consummate
our initial business combination with a target business based in or primarily operating in China, if there is any regulatory change which
prohibits the independent accountants from providing audit documentations located in mainland China or Hong Kong to the PCAOB for inspection
or investigation or the PCAOB expands the scope of the Determination Report so that the target company or the combined company is subject
to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection which could result in limitation or restriction
to our access to the U.S capital markets and trading of our securities on a national securities exchange or in the over-the-counter trading
market in the U.S. may be prohibited, under the HFCAA. On December 29, 2022, the President signed the Consolidated Appropriations
Act, 2023, which, among other things, amended the HFCAA to reduce the number of consecutive years an issuer can be identified as a Commission-Identified
Issuer before the Commission must impose an initial trading prohibition on the issuer’s securities from three years to two years.
Therefore, once an issuer is identified as a Commission-Identified Issuer for two consecutive years, the Commission is required under
the HCFAA to prohibit the trading of the issuer’s securities on a national securities exchange and in the over-the-counter market.
If the combined company’s auditor cannot be inspected by the PCAOB for two consecutive years, the trading of the securities on any
U.S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.
No PRC legal counsel has
been retained for purpose of the initial public offering and consequently the company did not rely on the advice of PRC counsel. The above
discussion is based on our management’s understanding of the current PRC laws, rules, regulations and local market practices and
we cannot assure you that our management’s understanding is correct. If we engage in our business combination process with a China-based
target, we expect to retain legal experts in the PRC and the U.S. that are experienced with structuring offshore transactions with U.S.
public companies. Additionally, we expect that the PRC legal expert will advise us and provide its opinion of counsel relating to the
approvals from the PRC Governmental Authorities for the business combination and we cannot assure you that the PRC legal counsel will
reach the same conclusion as our management’s assessment above. We plan to consult with PRC government officials when possible to
assist us with complying with these structuring considerations and changing developments.
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Transfer of Cash to and from Our Post-Combination
Organization If We Acquire a Company Based in China (Post-Business Combination)
We are a blank check company
with no subsidiaries and no operations of our own except organizational activities, the preparation of the initial public offering and,
following the closing of the initial public offering, searching for a suitable target to consummate an initial business combination. As
of the date of this annual report, no transfers, dividends, or distribution have been made by us.
If we decide to consummate
our initial business combination with a target business based in and primarily operating in China, 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 business combination, the combined company’s
ability to pay dividends, if any, to the shareholders and to service any debt it may incur will depend upon dividends paid by its PRC
subsidiaries. Under PRC laws and regulations, PRC companies are subject to certain restrictions with respect to paying dividends or otherwise
transferring any of their net assets to offshore entities. In particular, under the current PRC laws and regulations, dividends may be
paid only out of distributable profits. Distributable profits are the net profit as determined under Chinese accounting standards and
regulations, less 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 to half of its registered capital). As a result, the combined company’s PRC subsidiaries may not have sufficient distributable
profits to pay dividends to the combined company. Furthermore, if certain procedural requirements are satisfied, the payment in foreign
currencies on current account items, including profit distributions and trade and service-related foreign exchange transactions, can be
made without prior approval from State Administration of Foreign Exchange (the “SAFE”) or its local branches. However, where
Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated
in foreign currencies, approval from or registration with competent government authorities or its authorized banks is required.
The PRC government may take
measures at its discretion from time to time to restrict access to foreign currencies for current account or capital account transactions.
If the foreign exchange control regulations prevent the PRC subsidiaries of the combined company from obtaining sufficient foreign currencies
to satisfy their foreign currency demands, the PRC subsidiaries of the combined company may not be able to pay dividends or repay loans
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 Renminbi 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.
Furthermore, the transfer
of funds among the PRC subsidiaries are subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the
Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”), which
was issued by the Supreme People’s Court of the People’s Republic of China on August 25, 2015 and amended on August 19,
2020 and December 29, 2020, respectively, to regulate the financing activities between natural persons, legal persons and unincorporated
organizations. The Provisions on Private Lending Cases do not apply to the disputes arising from relevant financial services such as loan
disbursement by financial institutions and their branches established upon approval by the financial regulatory authorities to engage
in lending business. The Provisions on Private Lending Cases set forth that private lending contracts will be deemed invalid under the
circumstance that (i) the lender swindles loans from financial institutions for relending; (ii) the lender relends the funds obtained
by means of a loan from another profit-making legal person, raising funds from its employees, or illegally taking deposits from the public;
(iii) the lender who has not obtained the lending qualification according to the law lends money to any unspecified object of the society
for the purpose of making profits; (iv) the lender lends funds to a borrower when the lender knows or should have known that the borrower
intended to use the borrowed funds for illegal or criminal purposes; (v) the lending is violations of public orders or good morals; or
(vi) the lending violates mandatory provisions of laws or administrative regulations. The Provisions on Private Lending Cases set forth
that the People’s Court shall support the interest rates not exceeding four times of the market interest rate quoted for one-year
loan at the time the private lending contracts were entered into. It is our management’s understanding that the Provisions on Private
Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations. We have not been
notified of any other restriction which could limit our PRC subsidiaries’ ability to transfer cash between subsidiaries.
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Corporate Information
We have filed a Registration Statement on
Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to
the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting
or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by
the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act
of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may
be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107
of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging
growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the initial
public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c)in which we are deemed to be a large
accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior
June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the
prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS
Act.
Additionally, we are a “smaller
reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is
equal to or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded
$100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds
$700 million as of the end of that year’s second fiscal quarter.
We are a Cayman Islands exempted
company incorporated on January 18, 2024. Our executive offices are located at 39 E Broadway, Suite 603, New York, NY 10002.
Exempted companies are Cayman
Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions
of the Companies Act.
Legal Proceedings
There is no material litigation,
arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
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Summary of Risk Factors
Our business is subject to
numerous risks and uncertainties, including those highlighted in the section title “Risk Factors,” that represent challenges
that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances
described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may adversely
affect our ability to effect a business combination, and may have an adverse effect on our business, cash flows, financial condition and
results of operations. This summary only highlights the more detailed information appearing elsewhere in this annual report. You should
read this entire annual report carefully, including the information under “Risk Factors” and our financial statements and
the related notes included elsewhere in this annual report, before investing.
General Risks to Investing in a SPAC entity
and Completing a Business Combination
●
We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;
●
As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination;
●
We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings;
●
We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all;
●
The fact that our sponsor has substantial ties with a non-U.S. person could impact our ability to complete our initial business combination;
●
A majority of our executive officers and directors being located in or having significant ties to China, it may subject us to further risks;
●
Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination;
●
If we seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote;
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●
Our sponsor has the right to extend the term we have to consummate our initial business combination, without providing our shareholders with redemption rights;
●
Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination;
●
The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target;
●
We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our rights will expire worthless;
●
Our letter agreement with our sponsor, directors and officers may be amended without shareholder approval;
●
We may approve an amendment or waiver of the letter agreement that would allow our sponsor to directly, or members of our sponsor to indirectly, transfer founder shares and private placement units in a transaction in which the sponsor removes itself as our sponsor before identifying a business combination, which may deprive us of key personnel;
●
If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our ordinary shares;
●
If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed;
●
NASDAQ may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions or reduce protections under NASDAQ rules available to them;
●
You will not be entitled to protections normally afforded to investors of many other blank check companies;
●
If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our ordinary shares;
●
If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption, and our rights will expire worthless;
●
If the net proceeds of the initial public offering not being held in the trust account are insufficient to allow us to operate for at least the next 12 months (or up to 18 months from the closing of the initial public offering if we extend the period of time to consummate a business combination, as described in more detail in this annual report), we may be unable to complete our initial business combination;
●
If third parties bring claims against us, the
proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00
per share;
●
If we are unable to consummate our initial business combination within 12 months (or up to 18 months from the closing of the initial public offering if we extend the period of time to consummate a business combination, as described in more detail in this annual report) of the closing of the initial public offering, our public shareholders may be forced to wait beyond such 12 months (or up to 18 months) before redemption from our trust account;
●
Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares;
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.