What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-03-20 · 220 added, 224 removed, 563 unchanged (44% of the section changed)

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

Currently, we do not have any specific business combination under

consideration or contemplation, and we have not, nor has anyone on our behalf, contacted any prospective target business or had any discussions,

formal or otherwise, with respect to such a transaction.

We do not have any specific business combination under consideration and we have

not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions,

formal or otherwise, with respect to such a transaction.

Additionally, we have not engaged or retained any agent or other representative

to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate

or contact a target business.

We are confident that we will be able to find a target business that will meet expectations.

capitalize on the strengths and experiences of our management team to select, acquire and form a business combination that has a competitive

advantage in their core business and is positioned to bring in high returns and long-term sustainable growth.

Business Combination Agreement with Mingde

Technology Limited

On April 3, 2025, YHN has entered into a business

combination agreement with Mingde Technology Limited, a Cayman Islands company (“Mingde”), (as amended and restated on June

3, 2025 and as further amended by Amendment No.

1 and Amendment No.

2 thereto and may be further amended from time to time, the “Business

Combination Agreement”), which provides for a business combination between YHN and Mingde (the “Business Combination”).

Pursuant to the Business Combination Agreement, the Business Combination will be effected in two steps:

(i) subject to the approval of

the Reincorporation Merger and the relevant plan and articles of merger by the shareholders of YHN, YHN will merge with and into YHNA

MS I LIMITED, a Cayman Islands exempted company incorporated as a wholly owned subsidiary of YHN (such company before the Business Combination

is referred to as “NewCo” or “Purchaser” and upon and following the Acquisition Merger is hereinafter sometimes

referred to as “PubCo”), with NewCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”);

(ii) as soon as practicable promptly after the Reincorporation Merger, YHNA MS II Limited (“Merger Sub”), a Cayman Islands

exempted company incorporated as a wholly owned subsidiary of NewCo, will be merged with and into Mingde, with Mingde remaining as the

surviving entity, resulting in Mingde being a wholly owned subsidiary of PubCo (the “Acquisition Merger”).

The aggregate consideration for the Acquisition

Merger (the “Merger Consideration”) is $200,000,000 plus up to $80,000,000 worth of Earnout Consideration Shares (as defined

The Merger Consideration will be paid in the form of (1) 20,000,000 newly issued ordinary shares, par value of $0.001 each, of

PubCo (“PubCo Ordinary Shares”) valued at $10.00 per share, which is comprised of (A) 19,000,000 PubCo Ordinary Shares (the “Closing

Payment Shares”) which shall be issued at the Closing and (B) 1,000,000 PubCo Ordinary Shares (the “Holdback Shares”)

which shall be issued at the Closing and are subject to surrender and forfeiture for indemnification obligations under the Business Combination

and (2) an addition of up to 8,000,000 PubCo Ordinary Shares, for a total of $80,000,000 as additional contingent consideration

(“Earnout Consideration Shares”, together with the Closing Payment Shares and the Holdback Shares, the “Merger Consideration

The Earnout Consideration Shares can be earned

for meeting three earnout milestones and, if such milestones are achieved, will be released to the Mingde shareholders over a three-year

period following the closing date of the Business Combination as follows:

First Earnout Milestone – 3,000,000 Earnout Consideration Shares shall become payable upon the closing price of PubCo’s ordinary shares, as reported on The Nasdaq Stock Market LLC (or any other national securities exchange on which such shares are then listed), reaching or exceeding $15.00 per share for 60 consecutive trading days occurring at any time during the three-year period commencing on the closing date.

Second Earnout Milestone – 3,000,000 Earnout Consideration Shares shall become payable upon the closing price of PubCo’s ordinary shares, as reported on The Nasdaq Stock Market LLC (or any other national securities exchange on which such shares are then listed), reaching or exceeding $20.00 per share for 60 consecutive trading days occurring at any time during the three-year period commencing on the closing date.

Third Earnout Milestone – 2,000,000 Earnout Consideration Shares shall become payable upon the closing price of PubCo’s ordinary shares, as reported on The Nasdaq Stock Market LLC (or any other national securities exchange on which such shares are then listed), reaching or exceeding $25.00 per share for 60 consecutive trading days occurring at any time during the three-year period commencing on the closing date.

For the avoidance of doubt, any of the above earnout

milestones can be achieved over periods of 60 consecutive trading days that overlap in whole or in part.

On June 3, 2025, the parties to the Business Combination

Agreement entered into an amended and restated Business Combination Agreement to refine the Merger Consideration components and to incorporate

mechanisms for the Earnout Consideration Shares.

On November 7, 2025, the parties to the amended

and restated Business Combination Agreement entered into Amendment No.

1 to the amended and restated Business Combination Agreement to

further adjust the aggregate consideration for the Acquisition Merger and to adjust mechanisms for the Earnout Consideration Shares.

On December 8, 2025, the Company had entered into

an amendment (the “Trust Amendment”) to the investment management trust agreement, dated as of September 17, 2024, by and

between the Company and Continental Stock Transfer & Trust Company, to provide the Company with the discretion to extend the date

on which to commence liquidating the trust account (the “Trust Account”) established in connection with the Company’s

initial public offering (the “IPO”) by three (3) times for an additional three (3) months each time from December 19, 2025

to September 19, 2026 by depositing into the trust account an aggregate amount of $150,000 for each three-month extension.

filed the fourth amended and restated memorandum and articles of association on December 8, 2025, giving the Company the right to extend

the date by which the Company has to consummate a business combination from December 19, 2025 (the date that is 15 months from the closing

date of the IPO) to September 19, 2026 (the date that is 24 months from the closing date of the IPO).

On December 15, 2025, the parties to the Business

Combination Agreement further entered into an Amendment No.

2 to the Business Combination Agreement, which serves to amend the Business

Combination Agreement to extend the Outside Closing Date (as defined in the Business Combination Agreement) to June 19, 2026.

On April 29, 2025, each of NewCo and Merger Sub was

incorporated under the laws of the Cayman Islands as an exempted company.

On May 8, 2025, each of NewCo, Merger Sub, YHN and Mingde executed

that certain Joinder Agreement to the Business Combination Agreement (the “Joinder Agreement”), whereby each of NewCo and

Merger Sub have agreed, effective upon execution, that it shall become a party to the Business Combination Agreement and shall be fully

bound by, and subject to, all of the covenants, terms, representations, warranties, rights, obligations and conditions of the Business

Combination Agreement as though an original party thereto.

For further details about the Business Combination

Agreement, please refer to the registration statement on Form F-4 (Registration No.

333-287849) filed by YHNA MS I LIMITED with the SEC.

PIPE Investment

In connection with the transactions contemplated

by the Business Combination Agreement, it is expected that YHN will use commercially reasonable efforts to enter into subscription agreements,

in the form and substance as reasonably agreed upon by YHN and Mingde (the “Subscription Agreements”), with certain investors

providing for aggregate investments in of YHNA Shares through private placement, and/or backstop or redemption waiver arrangements with

potential investors, in an aggregate amount to exceed Ten Million Dollars ($10,000,000) at a price per share not less than $9.00, in each

case on terms mutually agreeable to the YHN and Mingde (the “PIPE Investment”).

Mingde shall, and shall cause its affiliates

to, use commercially reasonable efforts to cause their respective representatives to, cooperate with YHN and their respective representatives

in connection with such PIPE Investment.

Competitive Strengths

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financial and leadership experience successfully managing and running a variety of corporations in Asia.

Our Chief Executive Officer Mr.

Satoshi Tominaga

was a managing partner at DeTiger Equity Fund, an Asian equity fund, which has invested in blockchain technology projects, including DeFi,

exchanges, payments, lending, crypto trading, healthcare, data science, supply chain, internet of things (IoT), artificial intelligence

(AI), machine learning, big data analysis, and other fintech related projects.

We are confident that his investment experience and expertise

in screening high quality target companies will be extremely beneficial in sourcing a target with strong growth potential.

we can capitalize on his previous experiences in advising and expanding startups to help guide and prepare the target for the business

Our Chief Executive Officer Ms.

Christy Poon brings

extensive expertise in mergers & acquisitions, intellectual property, public relations, and media marketing.

She is a Partner at Norwich

Capital Limited, where she oversees corporate reorganization, fundraising, IP asset management, and advisory on U.S.

public listings across

Her prior leadership roles include Vice President of Corporate Affairs & Operations at XIC Innovation Limited and General Manager

positions at JM Production and JM Network, complemented by early experience in public relations and advanced academic credentials in business,

communications, and mediation.

Yangyujia An, our Chief Financial Officer,

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An’s experiences, in particular those in relation to SPACs, will be valuable for our initial business combination activities.

Our management team has been actively involved

in operating, advising, and expanding many companies.

Their executive leadership, operational oversight, strategic management will boost

investor confidence in the team’s ability to complete a successful business combination.

We believe our management team is well-positioned to

take advantage of growing acquisition opportunities.

Our management team has been actively

involved in operating, advising, and expanding many companies.

Their executive leadership, operational oversight, strategic

management will boost investor confidence in the team’s ability to complete a successful business combination.

We believe our

management team is well-positioned to take advantage of growing acquisition opportunities.

Strong Board of Directors

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attorneys, and accountants.

For example, our CEO, Mr.

Tominaga was a

managing partner at DeTiger Equity Fund.

His role in DeTiger Equity Fund and his connections with several Asian tech giants and large

conglomerates provides access to a massive network of tech executives, founders and investors and we aim to leverage his connections to

identify multiple potential targets.

We are confident that the extensive network our directors have in various industries will give us

a competitive advantage when exploring potential business combination opportunities.

Strong M&A Expertise and de-SPAC Experience

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market conditions and have proven track records of producing high returns for investors.

In addition, we have a unique advantage as Mr.

our Chief Executive Officer, prior experience successfully completing a de-SPAC transaction, having served as an independent director

to Tottenham Acquisition I Limited, a SPAC which merged with Clene Nanomedicine Inc., and subsequently, operated under the name Clene

CLNN), a clinical-stage biopharmaceutical company specializing in therapeutics for neurodegenerative diseases in December

As of June 17, 2024, the reported closing sale price of Clene Inc.

on The Nasdaq Capital Market was $0.37 per share.

experience in selecting a SPAC target company and executing a successful merger will be extremely valuable in ensuring the success of

our initial business combination.

Acquisition Strategy and Investment Criteria

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Strong management team:

We are looking for a

strong group of individuals who have a strong track record of creating value.

We will assess their leadership capabilities and their

ability to grow the company.

We are looking for a strong group of individuals who have a strong track record of creating value.

We will assess their leadership capabilities and their ability to grow the company.

Strong portfolio of investors:

We seek a company

that has well-known and trusted investors, hedge funds and private equity firms supporting them.

This is an indication of investors’

confidence in the company’s potential to grow.

We seek a company that has well-known and trusted investors, hedge funds and private equity firms supporting them.

This is an indication of investors’ confidence in the company’s potential to grow.

Potential to have recurring revenue:

We are looking

for a company that is currently generating or will generate significant cash flow through existing products, new product development,

increased efficiency, and reduced costs.

We are looking for a company that is currently generating or will generate significant cash flow through existing products, new product development, increased efficiency, and reduced costs.

Benefits from being publicly traded:

to acquire a company that will effectively utilize their public profile to get access to capital, expand their customer base, improve

their investor portfolio to grow.

We intend to acquire a company that will effectively utilize their public profile to get access to capital, expand their customer base, improve their investor portfolio to grow.

Appropriate valuations and upside potential:

will conduct rigorous due diligence and apply valuation-metrics to create the most appropriate valuation for the company.

seeking to acquire a company that will have a strong upside potential to increase their valuation.

We will conduct rigorous due diligence and apply valuation-metrics to create the most appropriate valuation for the company.

We are seeking to acquire a company that will have a strong upside potential to increase their valuation.

Strategic management and long-term planning:

intend to acquire a company which strategically plan ahead and are continually assessing and ensuring that their work is aligned with

their strategic goals.

Long-term planning allows companies to have sustainable operations in the long run and ensures that they

can deliver on their promises to the investors.

We intend to acquire a company which strategically plan ahead and are continually assessing and ensuring that their work is aligned with their strategic goals.

Long-term planning allows companies to have sustainable operations in the long run and ensures that they can deliver on their promises to the investors.

Innovative-led approach and risk management:

believe that balancing risk and encouraging creative insights will drive a company’s growth and that differentiated ideas bring

new categories into the market to address growing customer needs.

Therefore, we are seeking for a company that prioritizes innovation

and can recognize which ideas to support and scale.

We believe that balancing risk and encouraging creative insights will drive a company’s growth and that differentiated ideas bring new categories into the market to address growing customer needs.

Therefore, we are seeking for a company that prioritizes innovation and can recognize which ideas to support and scale.

Our sponsor believes that conducting comprehensive

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and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

We currently do not have any specific targets

for an initial business combination selected.

None of our officers and directors, nor has anyone on their behalf contacted or had any

discussions with possible target businesses in which they directly or indirectly proposed or encouraged a potential target to consider

a possible combination with us.

Each of our officers and directors presently has,

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pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities.

third amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered

to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director

or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise

be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another

legal obligation.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable

for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor his or her

obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities

reject the opportunity and he or she determines to present the opportunity to us.

We do not believe, however, that the fiduciary, contractual

or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination.

fourth amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity

offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity

as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and

would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without

violating another legal obligation.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity

which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will

honor his or her obligations and duties to present such business combination opportunity to such entities first, and only present it to

us if such entities reject the opportunity and he or she determines to present the opportunity to us.

We do not believe, however, that

the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete

our initial business combination.

Effecting a Business Combination

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We Have Identified a Target Business

On January 15, 2025, we entered into a legally

binding letter of intent (the “Letter of Intent”) with Mingde Technology Limited (“Holdco”), a Cayman Islands

holding company, and Zhejiang Xiaojianren Internet Technology Co., Ltd (“XJR”), a company established in China and in the

business of operating online sports platforms and providing technological solutions for health product stores.

Pursuant to the Letter

of Intent, the Company will effect a business combination with Holdco based on an equity valuation of $396 million.

Holdco and XJR agreed

to complete an internal corporate structure reorganization (the “Reorganization”) no later than January 27, 2025, pursuant

to which Holdco shall control and receive the economic benefits of XJR via a customary variable interest entity structure.

of the Business Combination shall be subject to the execution of a mutually satisfactory definitive agreement by the parties (the “Definitive

The parties have agreed to use their best efforts to enter into the Definitive Agreement within 30 days after the completion

of the Reorganization.

Pursuant to the Letter of Intent, the parties have entered into a 90-day period of exclusivity in order to negotiate

the Business Combination wherein, among other things, the parties agreed not to solicit or initiate or enter into or continue discussions,

negotiations or transactions concerning any transaction that would prohibit or impair the transactions contemplated by the Letter of Intent.

To date, we have not entered into the Definitive Agreement.

As discussed above, we have entered into a business

combination agreement with Mingde.

Except as discussed above, we have not selected

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By consummating a business combination with only a single entity, our lack of diversification may:

● subject us to numerous economic, competitive and regulatory

developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent

to a business combination, and

● result in our dependency upon the performance of a single

operating business or the development or market acceptance of a single or limited number of products, processes or services.

subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and

result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

If we determine to simultaneously acquire several

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within the applicable time period, if at all.

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

in order to be able to receive a pro rata share of the trust account.

Public shareholders may therefore have to wait 24 months (assuming full extension)

from the closing of the IPO in order to be able to receive a pro rata share of the trust account.

Our initial shareholders and our officers and

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or in the open market either prior to or following the completion of our initial business combination.

Additionally, at any time at or prior to our initial

business combination, subject to applicable securities laws (including with respect to material non-public information), our sponsor,

initial shareholders, directors, officers or their affiliates may enter into transactions with investors and others to provide them incentives

to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares.

is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions,

subject to compliance with applicable law and Nasdaq rules.

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.

None of the funds held in the trust account

will be used to purchase shares in such transactions.

If they engage 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 Securities Exchange Act of 1934, as amended, or the Exchange Act.

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.

Any such purchases will be reported pursuant to Section

13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Our sponsor, directors,

officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of

the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

Additionally, at any time at or prior to our

initial business combination, subject to applicable securities laws (including with respect to material non-public information ), our

sponsor, initial shareholders, directors, officers or their affiliates may enter into transactions with investors and others to

provide them incentives to acquire public shares, vote their public shares in favor of our initial business combination or not

redeem their public shares.

There is no limit on the number of shares our initial shareholders, directors, officers, advisors or

their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules.

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.

None of the funds held in the trust account will be used to purchase shares in such transactions.

If they engage

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 Securities Exchange Act of 1934, as

amended, or the Exchange Act.

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.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the

Exchange Act to the extent such purchasers are subject to such reporting requirements.

Our sponsor, directors, officers, advisors or

any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the

Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

In addition, our officers, directors, initial

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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 sponsor, directors, officers, advisors or their affiliates

may purchase shares from public stockholders outside the redemption process, along with the purpose of such purchases;

● if our sponsor, directors, officers, advisors or their affiliates

were to purchase shares from public stockholders, they would do so at a price no higher than the price offered through our redemption

● our registration statement/proxy statement filed for our

business combination transaction would include a representation that any of our securities purchased by our sponsor, directors, officers,

advisors or their affiliates would not be voted in favor of approving the business combination transaction;

● our sponsor, directors, officers, advisors or their

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 sponsor, directors, officers, advisors or their affiliates, along with the purchase price;

● the purpose of the purchases by our sponsor, directors, officers,

advisors or their affiliates;

● the impact, if any, of the purchases by our sponsor, directors,

officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved;

● the identities of company security holders who sold to our

sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of company security holders

( e.g ., 5% security holders) who sold to our sponsor, directors, officers, advisors or their affiliates;

● the number of company securities for which we received redemption

requests pursuant to its redemption offer.

our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, directors, officers, advisors or their affiliates may purchase shares from public stockholders outside the redemption process, along with the purpose of such purchases;

if our sponsor, directors, officers, advisors or their affiliates were to purchase shares from public stockholders, 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 sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction;

our sponsor, directors, officers, advisors or their 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 sponsor, directors, officers, advisors or their affiliates, along with the purchase price;

the purpose of the purchases by our sponsor, directors, officers, advisors or their affiliates;

the impact, if any, of the purchases by our sponsor, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved;

the identities of company security holders who sold to our sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of company security holders ( e.g ., 5% security holders) who sold to our sponsor, directors, officers, advisors or their affiliates;

the number of company securities for which we received redemption requests pursuant to its redemption offer.

Our sponsor, initial shareholders, directors,

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aggregate amount then on deposit in the trust account.

The redemption rights will be effected under our third amended and restated memorandum

The redemption rights will be effected under our fourth amended and restated memorandum

and articles of association and British Virgin Islands law as redemptions.

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if he wishes to seek to exercise his redemption rights.

Under our third amended and restated memorandum and articles of association, we

will be required to provide at least 7 clear calendar days’ advance notice of any shareholder meeting, which would be the minimum

amount of time a shareholder would have to determine whether to exercise redemption rights.

As a result, if we require public shareholders

who wish to convert their ordinary shares into the right to receive a pro rata portion of the funds in the trust account

to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares

for conversion.

Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain our securities

when they otherwise would not want to.

Under our fourth amended and restated memorandum and articles of association,

we will be required to provide at least 7 clear calendar days’ advance notice of any shareholder meeting, which would be the

minimum amount of time a shareholder would have to determine whether to exercise redemption rights.

As a result, if we require public

shareholders who wish to convert their ordinary shares into the right to receive a pro rata portion of the funds in the

trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver

their shares for conversion.

Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain our

securities when they otherwise would not want to.

There is a nominal cost associated with this tendering

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If we do not complete a business combination within

15 months from the closing of the IPO, our third amended and restated memorandum and articles of association provide that we will:

(i) as promptly as practicable cease all operations except for the purpose of making redemption and the subsequent winding up of

the Company’s affairs;

(ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem

the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including

interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, divided by the number

of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders

(including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following

such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in

the case of clauses (ii) and (iii), to our obligations under BVI law to provide for claims of creditors and the requirements of other

applicable law.

If we are unable to consummate our initial business combination within such time period, we will, as promptly as possible

but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds

held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary

24 months from the closing of the IPO (assuming full extension), our fourth amended and restated memorandum and articles of association

provide that we will:

(i) as promptly as practicable cease all operations except for the purpose of making redemption and the subsequent

winding up of the Company’s affairs;

(ii) as promptly as reasonably possible, but not more than ten business days thereafter,

redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,

including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, divided by

the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as

shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject

in the case of clauses (ii) and (iii), to our obligations under BVI law to provide for claims of creditors and the requirements of

other applicable law.

If we are unable to consummate our initial business combination within such time period, we will, as promptly as

possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the

funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary

to pay our taxes, then seek to liquidate and dissolve.

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combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without taking

into account interest, if any, earned on the trust account, the initial per-share redemption price from the trust account would be

into account interest, if any, earned on the trust account, the initial per-share redemption price from the trust account would

The proceeds deposited in the trust account could,

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by certain target businesses:

● our obligation to seek shareholder approval of a business

combination or obtain the necessary financial information to be sent to shareholders in connection with such business combination may

delay or prevent the completion of a transaction;

● our obligation to redeem public shares held by our public

shareholders may reduce the resources available to us for a business combination;

● Nasdaq may require us to file a new listing application and

meet its initial listing requirements to maintain the listing of our securities following a business combination;

● our outstanding rights and the potential future dilution

they represent;

● our obligation to pay the deferred underwriting fees and

commissions to the underwriters upon consummation of our initial business combination;

● our obligation to either repay or issue units upon conversion

of up to $500,000 of working capital loans that may be made to us by our initial shareholders, officers, directors or their affiliates;

● our obligation to register the resale of the insider shares,

as well as the private units (and underlying securities) and any securities issued to our initial shareholders, officers, directors or

their affiliates upon conversion of working capital loans;

● the impact on the target business’ assets as a result

of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business

our obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders in connection with such business combination may delay or prevent the completion of a transaction;

our obligation to redeem public shares held by our public shareholders may reduce the resources available to us for a business combination;

Nasdaq may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities following a business combination;

our outstanding rights and the potential future dilution they represent;

our obligation to pay the deferred underwriting fees and commissions to the underwriters upon consummation of our initial business combination;

our obligation to either repay or issue units upon conversion of up to $500,000 of working capital loans that may be made to us by our initial shareholders, officers, directors or their affiliates;

our obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any securities issued to our initial shareholders, officers, directors or their affiliates upon conversion of working capital loans;

the impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business combination.

Any of these factors may place us at a competitive

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We will provide shareholders with audited financial

statements of the prospective target business as part of any proxy solicitation sent to shareholders to assist them in assessing the target

In all likelihood, the financial information included in the proxy solicitation materials will need to be prepared in accordance

GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in

accordance with the standards of the PCAOB.

The financial statements may also be required to be prepared in accordance with U.S.

for the Form 8-K announcing the closing of an initial business combination, which would need to be filed within four business

days thereafter.

We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have

the necessary financial information.

To the extent that this requirement cannot be met, we may not be able to acquire the proposed target

statements of the prospective target business as part of any proxy solicitation sent to shareholders to assist them in assessing the

target business.

In all likelihood, the financial information included in the proxy solicitation materials will need to be prepared in

accordance with U.S.

GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be

audited in accordance with the standards of the PCAOB.

The financial statements may also be required to be prepared in accordance

GAAP for the Form 8-K announcing the closing of an initial business combination, which would need to be filed

within four business days thereafter.

We cannot assure you that any particular target business identified by us as a potential acquisition

candidate will have the necessary financial information.

To the extent that this requirement cannot be met, we may not be able to acquire

the proposed target business.

We will be required to comply with the internal

5 unchanged sentences

to complete any such acquisition.

We are an emerging growth company as defined

in in Section 2(a) of the Securities Act, as modified by 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 independent registered public

accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a

non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously

If some investors find our securities less attractive as a result, there may be a less active trading market for our

securities and the prices of our securities may be more volatile.

We will remain such for up to five years.

However, if we

issue our non-convertible debt within a three-year period or our total revenues exceed $1.235 billion or the market

value of our ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second

fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year.

emerging growth company, we have elected, under Section 107(b) of the JOBS Act, to 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

We are an emerging growth company as defined in

in Section 2(a) of the Securities Act, as modified by 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 independent registered public accounting firm attestation requirements

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

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

approval of any golden parachute payments not previously approved.

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

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

We will remain such

for up to five years.

However, if we issue our non-convertible debt within a three-year period or our total revenues exceed

$1.235 billion or the market value of our ordinary shares that are held by non-affiliates exceeds $700 million on the last day

of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year.

As an emerging growth company, we have elected, under Section 107(b) of the JOBS Act, to 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.

Legal Proceedings

28 unchanged sentences

As a result of all of the above, public shareholders

may find it more difficult to enforce liabilities and enforce judgments on individual directors and executive officers, and may have

more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling

may find it more difficult to enforce liabilities and enforce judgments on individual directors and executive officers, and may have more

difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling

shareholders than they would as public shareholders of a U.S.

2 unchanged sentences

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

What changed 10-K

Item 1. Business