What changed in this filing

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Item 1. Business

2026-07-14 compared with 2025-07-11 · 1590 added, 1468 removed, 61 unchanged (98% of the section changed)

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.

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.

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

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.

sponsor is UY Scuti Investments Limited, a British Virgin Islands company, which was recently formed to invest in our company.

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;

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,

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.

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.

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

Yin, 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.

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.

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 the Prescribed

Time Period, 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

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.

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

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.

Extraordinary General Meeting

March 31, 2026, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”).

At the Extraordinary

General Meeting, holders of our Ordinary Shares approved certain amendments to our Second Amended and Restated Memorandum and Articles

of Association (the “Charter Amendment Proposal”) and an amendment to our Investment Management Trust Agreement with Continental

Stock Transfer & Trust Company (the “Trust Amendment Proposal”).

In accordance with the Charter Amendment Proposal, we

received the approval of our shareholders to amend our Amended and Restated Memorandum and Articles of Association to (i) extend the

date by which we must complete a business combination up to four times from April 1, 2026 to April 1, 2027, with each extension comprised

of a three-month extension period, provided that the Sponsor or its designees cause to be deposited to the Trust Account the amount provided

for in the Trust Agreement and (ii) provide that we will not withdraw any amounts out of the interest from the Trust Account to pay dissolution

accordance with the Trust Amendment Proposal, our shareholders approved the amendment of our Investment Management Trust Agreement to

extend the period of time within which we must complete a business combination from two times, each by an additional three-month period

to October 1, 2026, to a total of four times, each by an additional three-month period to April 1, 2027 (each an “Extension Period”),

provided that the Sponsor and/or its designees deposit $450,000 into the Trust Account for each Extension Period.

The Trust Agreement

was also amended to provide that (x) if the extension fee is not timely deposited into the Trust Account, we shall have a period of thirty

(30) days to pay any applicable past due payment for the extension fee and if we fail to make any applicable past due payment during

the cure period, then we shall promptly liquidate the Trust Account and the property in the Trust Account shall be distributed to the

public shareholders and (y) we will not withdraw any amounts out of the interest from the Trust Account to pay dissolution expenses.

connection with the Charter Amendment Proposal and Trust Amendment Proposal, we agreed that (i) if it extends the time period within

which to consummate a business combination and contributes the revised extension fee to the Trust Account in connection with such election,

it intends to file a Current Report on Form 8-K to disclose such event and (ii) if the shareholders approve the Charter Amendment Proposal

and the Trust Amendment Proposal, we would not seek another shareholder vote to approve a further change to the terms and conditions

concerning extending the time period within which to consummate a business combination

In connection with the shareholder

votes at the Extraordinary General Meeting, holders of 2,437,288 Ordinary Shares properly exercised their right to redeem their shares

for cash at a redemption price of approximately $10.38 per share.

As a result, approximately $25,302,078 was removed from the Trust Account

to pay such holders and approximately $34,390,068 remained in the Trust Account.

Following these redemptions, we had 5,221,060 Ordinary

Shares, including 3,312,712 Public Shares, outstanding.

of Sponsor Note

12, 2025, we issued an unsecured promissory note in the principal amount of up to $1,000,000 to the Sponsor (the “Sponsor

The Sponsor 2025 Note bears no interest and provided that we shall repay the principal balance on the earlier of:

(i) March 31, 2026 or (ii) the date on which we consummate a business combination.

Further, at any time prior to

payment of the Sponsor 2025 Note, the Sponsor may elect to convert the outstanding principal balance into units of our securities

at a conversion price equal to $10.00 per unit, with each unit consisting of one ordinary share and one right to receive one-fifth of

one ordinary share.

Effective as of March 31, 2026, UYSC and Sponsor agreed to amend and restate the Sponsor 2025 Note to extend the

maturity date thereof to be the earlier of:

(i) March 31, 2027 or (ii) the date on which we consummate a business combination.

than the foregoing terms, the amended Sponsor 2025 Note has the same terms as the Sponsor 2025 Note.

Payment Loans

as of March 31, 2026, Sun Peisha, an individual and the designee of the Sponsor, loaned UYSC the aggregate amount of $450,000, which

sum was deposited into the Trust Account in order to extend the time that we have to consummate a business combination for the first

three-month extension period.

On April 25, 2026, we issued a note to the lender to evidence the loan (the “Extension Note”).

The Extension Note bears no interest and provides that we shall repay the outstanding principal on the date on which we consummate the

business combination.

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

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.

On such maturity date, the entire outstanding principal balance of the Extension Note shall be converted into units

of our securities at a conversion price of $10.00 per unit, with each unit consisting of one Ordinary Share of and one right to receive

one-fifth of one Ordinary Share.

Further, on June 30, 2026,

we caused an additional amount of $450,000 to be deposited into the Trust Account in order to further extend the time that we have to

consummate our initial business combination to October 1, 2026.

The second extension payment was loaned to us by Isdera HK Limited, an

affiliate of Isdera Group.

Business Combination

July 18, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Isdera Group Limited, a Cayman

Islands company (“Isdera”), a company that shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd.,

a company in the business of designing automobiles in the People’s Republic of China (“Xinghui Automotive Technology”);

Jianxun Kou, Shuyan Wang and Wenfang Song, individuals, solely in their capacity as the shareholder representative of Xinghui Technology

(collectively, the “XH Principal Shareholders”);

Songze Shares Ltd., Wenyuan Holdings Ltd.

and Shuyan Holdings Ltd., each a

BVI business company organized under the laws of the British Virgin Islands (each, a “Principal Shareholder” and collectively,

the “Principal Shareholders”);

and Wenfang Song, an individual, solely in his capacity as the shareholder representative, agent

and attorney-in-fact of the Principal Shareholders (the “Principal Shareholders’ Representative”).

The Merger Agreement further

contemplates that (i) we shall form a Cayman Islands exempted company as our wholly owned subsidiary (the “Purchaser”) and

(ii) the Purchaser shall form a Cayman Islands exempted company as its wholly owned subsidiary (the “Merger Sub”) for the purpose

of consummating the transactions contemplated by the Merger Agreement.

to the Merger Agreement, the parties will consummate the SPAC Merger and the Acquisition Merger (together, the Isdera Business Combination”).

Under the SPAC Merger, we will be merged with and into Purchaser and our separate corporate existence will cease and Purchaser will continue

as the surviving corporation (the “SPAC Merger”).

In connection with the SPAC Merger, our issued and outstanding units shall

separate into its individual components of one ordinary share and one right, and all units shall cease to be outstanding and shall automatically

be canceled, and each of our issued and outstanding securities will be converted into an equivalent amount of Purchaser’s securities

with each of our ordinary shares to be automatically converted into one Class A ordinary share of the Purchaser and each of our Rights

to be converted automatically into one Right of the Purchaser, and at the closing all such Purchaser Rights will be cancelled and the

holders thereof will receive one-fifth (1/5) of one Purchaser Class A Ordinary Share in exchange for the cancellation of each Purchaser

concurrently with the SPAC Merger, the parties will consummate the “Acquisition Merger” pursuant to which Merger Sub will

merge with and into Isdera, with Isdera surviving the merger and resulting in Purchaser acquiring 100% of the issued and outstanding

equity securities of Isdera.

Upon the closing of the Acquisition Merger, the ordinary shares of Purchaser issued shall be reclassified

into class A ordinary shares (“Purchaser Class A Ordinary Shares”) and class B ordinary shares (“Purchaser Class B

Ordinary Shares , ” together with Purchaser Class A Ordinary Shares, “Purchaser Ordinary Shares”) where each Purchaser

Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to a vote at general and special meetings of the post-closing

company and each Purchaser Class B Ordinary Share shall be entitled to 10 votes on all matters subject to a vote at general and special

meetings of the post-closing company.

The aggregate consideration to be paid to Isdera shareholders for the Acquisition Merger is such

number of newly issued Purchaser Ordinary Shares determined by dividing the net value of Isdera, which was agreed to be $1,000,000,000,

by $10.00 per share (the “Closing Payment Shares”).

Agreement – Representations and Warranties

to the Merger Agreement, Isdera and its principal shareholders made certain representations and warranties relating to, among other things:

(a) proper corporate organization and similar corporate matters;

(b) authorization, execution, delivery and enforceability of the Merger

Agreement and other transaction documents;

approval, license or other action of any government authority;

(d) absence of conflicts;

(e) capital structure;

(f) accuracy of charter

documents and corporate records;

(g) subsidiaries, (h) required consents and approvals;

(i) financial information;

(j) books and records,

(k) absence of certain changes or events;

(l) title to assets and properties;

(m) material contracts;

(n) licenses and permits;

(o) compliance

with laws, including those relating to foreign corrupt practices and money laundering;

(p) ownership of intellectual property;

(q) customers

and suppliers;

(r) accounts, (s) employment and labor matters;

(t) taxes matters;

(u) environmental matters;

(v) brokers and finders;

(w) investment company status;

and (x) other customary representations and warranties.

also made certain representations and warranties relating to, among other things:

(a) proper corporate organization and similar corporate

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

authorization required;

(d) non-contravention;

(e) brokers and finders;

(f) capital structure;

(g) validity of share issuance;

(h) minimum trust fund amount;

(i) validity of Nasdaq Stock Market listing;

(j) due authorization;

(k) SEC filing requirements and financial

(l) litigation;

(m) compliance with laws;

(n) that we are not an investment company;

and (o) other customary representations

and warranties.

Agreement - Conduct Prior to Closing;

Conditions to Closing;

of the parties agreed to, and cause its subsidiaries to, operate their respective businesses in the ordinary course, consistent with

past practices, prior to the closing of the transactions (with certain exceptions) and not to take certain specified actions without

the prior written consent of the other party.

We and Isdera have also agreed to customary “no shop” obligations.

of the Merger Agreement and the transactions contemplated thereby is conditioned on, various customary closing conditions, including,

among other things:

(i) the absence of any applicable law or order that prohibits or prevents the consummation of the transactions;

no legal action brought by a non-affiliated third party seeking to enjoin or materially delay the closing;

(iii) consummation of the

SPAC Merger and related filings;

(iv) the SEC shall have declared the registration statement effective and no stop order shall have been

issued suspending its effectiveness;

(v) receipt of the requisite shareholder approvals;

(vi) receipt of necessary approvals from the

and (vii) continued listing of the our securities on Nasdaq.

addition, the Merger Agreement may be terminated by:

party upon written notice to the other party in the event of any of the following:

(a) failure to obtain required regulatory approvals

despite using commercially reasonable efforts;

(b) a material adverse change affecting the other party;

condition that is not within the reasonable control of the terminating party;

(d) mutual agreement of the parties, and that any delay

in the transaction process caused by regulatory review, governmental approvals, geopolitical events, or other factors outside the reasonable

control of either party shall not be deemed as constitute a breach attributable to either party;

(e) or the closing has not occurred

by December 31, 2026.

Scuti, if Isdera has materially breached any representation, warranty, agreement or covenant contained in the Merger Agreement or in

any additional agreement or the Merger Agreement or the transactions contemplated thereby fail to be authorized or approved by the shareholders

of Isdera, and such breach shall not be cured within fifteen (15) days following notice thereof.

if we have materially breached any representation, warranty, agreement or covenant contained in the Merger Agreement or in any additional

agreement and such breach has not been cured within fifteen (15) days following notice thereof.

party if the other party causes a delay in the business combination for over six (6) months.

addition to the Merger Agreement, the parties agreed to enter into certain ancillary agreements, including customary shareholder support

agreements and lock-up agreements by certain shareholders of Isdera.

In connection with the transactions, the parties and certain of

our existing shareholders will enter into an Amended and Restated Registration Rights Agreement to provide for the registration rights

in connection with the Ordinary Shares received by them in the Isdera Business Combination.

Merger Agreement and related agreements are further described in the Form 8-K filed by the Company on July 24, 2025.

than as specifically discussed, this Form 10-K does not assume the closing of the Isdera Business Combination.

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, activities related to the Initial Public Offering, identifying a target company for an initial

business combination, and activities related to consummating the Isdera Business Combination.

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.

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.

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.

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.

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.

Ma has served as an independent director on the board of directors of Qomolangma Acquisition Corp.

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.

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.

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

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

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.

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.

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.

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.

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.

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.

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.

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.

of Potential Business Combination Targets

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.

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.

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.

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.

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.

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.

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.

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

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

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

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.

as a Public Company

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

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.

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.

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.

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

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

Business Combination

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

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

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

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.

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

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

the sale of securities or otherwise.

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

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.

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.

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

are not presently engaged in, and we will not engage in any operations for an indefinite period of time following the initial public

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.

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.

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.

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.

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;

● 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.

Selection of a Target Business and Structuring of Our Initial Business

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.

do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

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

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.

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.

Shareholders May Not Have the Ability to Approve

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.

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.

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 had 12 months from the closing of the initial public offering to consummate our initial business combination.

Following the approval

of the Charter Amendment Proposal and Trust Amendment Proposal at the Extraordinary General Meeting, if we anticipate that we may not

be able to consummate our initial business combination within 12 months from the closing of the initial public offering, we may, by resolution

of our board if requested by our sponsor, extend the period of time to consummate a business combination up to four (4) times, each by

an additional three months (for a total of up to 24 months to complete a business combination), subject to the sponsor (or a designee)

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, as amended following the

Extraordinary General Meeting, 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 $450,000 per each three-month extension, up to an aggregate of $1,800,000 (for the entire 12 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.

sponsor may extend the time frame for the company to complete a business combination beyond the initial 12-month period, up to an additional

twelve (12) months for a total of twenty-four (24) 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 the right to approve

or disapprove any such 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 24 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), 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 24 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.

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.

respect to the loans already funded, 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.

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.

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.

of Business Diversification

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:

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;

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

Ability to Evaluate the Target’s Management Team

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.

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

cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

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

a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

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.

of a Target Business and Structuring of Our Initial Business Combination

NASDAQ rules require that our initial business combination must be with one or more target businesses that together have an aggregate

fair market value equal to at least 80% of the balance in the trust account (less any 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.

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;

If we are delisted from NASDAQ prior to completion of the business combination, the NASDAQ 80% requirement

would no longer be applicable.

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.

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

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.

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.

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 24 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.

May Not Have the Ability to Approve Our Initial Business Combination

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.

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

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%

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;

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.

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:

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;

expected cost of holding a shareholder vote;

risk that the shareholders would fail to approve the proposed business combination;

time and budget constraints of the company;

legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

Purchases of Our Securities

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.

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

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

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.

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;

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;

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.”

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.

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;

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.

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;

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:

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.

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.

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.

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.

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

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.

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

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.

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.

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.

purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

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.

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.

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

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.

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.

has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser.

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.

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:

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;

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;

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;

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;

would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following

material items:

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;

purpose of the purchases by our management team, sponsor or any of their respective affiliates;

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;

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;

number of our securities for which we have received redemption requests pursuant to our redemption offer.

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.”

Rights for Public Shareholders upon Completion of Our Initial Business Combination

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.

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.

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.

of Conducting Redemptions

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 24 months.

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.

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:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulates issuer tender offers;

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.

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.

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.

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;

proxy materials with the SEC.

expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote.

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.

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.

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 702,183, or 21.2%, of the 3,312,712 public shares currently

outstanding public shares 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 would not need any 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.

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.

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

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.

Share Certificates in Connection with a Tender Offer or Redemption Rights

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

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.

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.

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.

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.

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.

of Public Shares and Liquidation if No Initial Business Combination

only have up to 24 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.

If we are unable to complete our initial business combination within

such 24-month period, 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, 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.

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.

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

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;

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.

complete our initial business combination within the Prescribed Time Frame.

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.

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

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.

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.

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 increases for additional funds deposited into

the Trust Account 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.

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.

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.

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.

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

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.

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

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, 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

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.

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

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.

We currently have three executive

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

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.

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

Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law:

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

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;

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;

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.

and Restated Memorandum and Articles of Association

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:

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;

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;

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;

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.

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.

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.

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.

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.

our current office space adequate for our current operations.

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

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

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.

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.

Reporting and Financial Information

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.

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.

will be required to evaluate our internal control procedures for the fiscal year ending March 31, 2026 as required by the Sarbanes-Oxley

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.

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

(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.

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.

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.

of Civil Liabilities

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

Jiawen Zhao, our Chief Financial Officer, 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

courts based on the civil liability provisions of the U.S.

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

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.

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.

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.

it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S.

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.

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

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.

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.

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.

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.

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,

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.

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

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

However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.

Legal and Operational Risks Associated with Acquiring a Company that does Business in China

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.

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

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

stock exchange.

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.

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

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.

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.

Approvals from the PRC Governmental Authorities for a Business Combination

are not limited to a particular industry or geographic region for purposes of consummating an initial business combination.

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.

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

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.

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.

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;

(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;

(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.

an issuer must file with

the CSRC within three business days after it submits an application for initial public offering to competent overseas regulators;

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.

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

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.

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.

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

(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.

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

We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do.

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.

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

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”

2 unchanged sentences

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

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

company may be subject to additional compliance requirements in the future if a final rule is adopted with material changes from the

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.

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

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.

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.

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,

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

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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

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,

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.

of Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China (Post-Business Combination)

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.

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.

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

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.

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

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.

16 unchanged sentences

notified of any other restriction which could limit our PRC subsidiaries’ ability to transfer cash between subsidiaries.

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

have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange

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.

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

2 unchanged sentences

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.

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.

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

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.

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.

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.

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.

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.

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.

is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team

in their capacity as such.

of Risk Factors

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.

Risks to Investing in a SPAC entity and Completing a Business Combination

have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;

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;

may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established

record of revenue or earnings;

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;

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;

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

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;

majority of our executive officers and directors being located in or having significant ties to China, it may subject us to further

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;

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;

sponsor has the right to extend the term we have to consummate our initial business combination, without providing our shareholders

with redemption rights;

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;

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;

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;

letter agreement with our sponsor, directors and officers may be amended without shareholder approval;

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;

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;

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;

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;

will not be entitled to protections normally afforded to investors of many other blank check companies;

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;

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;

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 24 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;

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;

we are unable to consummate our initial business combination within 24 months from the closing of the initial public offering if

we extend the period of time to consummate a business combination, our public shareholders may be forced to wait beyond such time

period before redeeming ordinary shares from our trust account;

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;

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

What changed 10-K

Item 1. Business