{"url_path":"/sec/ablv/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1957489/0001213900-26-048085-index.html","accession_number":"0001213900-26-048085","cik":"0001957489","ticker":"ABLV","issuer_name":"Able View Global Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1957489/0001213900-26-048085-index.html","primary_entity_key":"0001957489","primary_entity_name":"Able View Global Inc."},"word_count":8907,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n**A.\nShare Capital**\n\n \n\nOur\nauthorized share capital is US$60,000 divided into 600,000,000 ordinary shares of par value of $0.0001 each, comprising (a) 100,000,000\nthe Company Class A Ordinary Shares of par value of US$0.0001 each and (b) 500,000,000 the Company Class B Ordinary Shares of par value\nof $0.0001 each.\n\n \n\nAs\nof December 31, 2025, we had 24,871,433 Class A Ordinary Shares and 24,518,489 Class B Ordinary Shares issued and outstanding. The number\nof Class B Ordinary Shares outstanding excludes 7,241,500 warrants to purchase Class B Ordinary Shares at an exercise price of $11.50\nper share.\n\n \n\n**B.\nMemorandum and Articles of Association**\n\n \n\nThe\nfollowing description of the Amended and Restated Memorandum and Articles of Association of the Company (the “Memorandum and Articles\nof Association”) is qualified in its entirety by the Memorandum and Articles of Association which are included as Exhibit 1.1 to\nthis Report.\n\n \n\nThe\nCompany, or Able View Global Inc., is a Cayman Islands exempted company and its affairs are governed by the memorandum and articles of\nassociation, as amended and restated from time to time, and Companies Act (As Revised) of the Cayman Islands, which we refer to as the\n“Companies Act” below, and the common law of the Cayman Islands.\n\n \n\n**General.**Our authorized share capital is US$60,000 divided into 600,000,000 Ordinary Shares of par value of $0.0001 each, comprising (a)\n100,000,000 the Company Class A Ordinary Shares of par value of US$0.0001 each and (b) 500,000,000 the Company Class B Ordinary Shares\nof par value of $0.0001 each. Our ordinary shares are divided into Class A Ordinary Shares and the Company Class B Ordinary Shares. Holders\nof Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. All of our issued\nand outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered\nform. the Company may not issue share to bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and transfer\ntheir ordinary shares.\n\n** **\n\n**Dividends.**The holders of our Ordinary Shares are entitled to such dividends as may be declared by its Board of Directors subject to its\nMemorandum and Articles of Association and the Companies Act. In addition, our shareholders may by ordinary resolution declare a dividend,\nbut no dividend may exceed the amount recommended by its directors. Our Memorandum and Articles of Association provide that dividends\nmay be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which its Board of Directors\ndetermines is no longer needed. Dividends may also be declared and paid out of share premium account or any other fund or account which\ncan be authorized for this purpose in accordance with the Companies Act. No dividend may be declared and paid unless our directors determine\nthat, immediately after the payment, the Company will be able to pay its debts as they become due in the ordinary course of business,\nand the Company has funds lawfully available for such purposes. Holders of Class A Ordinary Shares and Class B Ordinary Shares will be\nentitled to the same amount of dividends, if declared.\n\n** **\n\n**Voting\nRights.**In respect of all matters subject to a shareholders’ vote, each Class A Ordinary Share is entitled to 10 votes,\nand each Class B Ordinary Share is entitled to one vote, voting together as one class. Voting at any meeting of shareholders is by poll\nand not on a show of hands.\n\n \n\n86\n\n \n\n \n\nA\nquorum required for a meeting of shareholders consists of two or more shareholders holding not less than one-half of the votes attaching\nto the issued and outstanding shares entitled to vote at general meetings present in person or by proxy or, if a corporation or other\nnon-natural person, by its duly authorized representative. As a Cayman Islands exempted company, the Company is not obliged by the Companies\nAct to call shareholders’ annual general meetings. Our Memorandum and Articles of Association provide that we may (but are not\nobliged to) in each year hold a general meeting as its annual general meeting in which case the Company will specify the meeting as such\nin the notices calling it, and the annual general meeting will be held at such time and place as may be determined by its directors.\nWe, however, will hold an annual shareholders’ meeting during each fiscal year, as required by the Nasdaq Listing Rules. Each general\nmeeting, other than an annual general meeting, shall be an extraordinary general meeting. Shareholders’ annual general meetings\nand any other general meetings of our shareholders may be called by a majority of its Board of Directors or its chairman or, in the case\nof an extraordinary general meeting only, upon a requisition of shareholders holding at the date of deposit of the requisition not less\nthan one-third of the votes attaching to the issued and outstanding shares entitled to vote at general meetings, in which case the directors\nare obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, the Company Memorandum\nand Articles of Association do not provide its shareholders with any right to put any proposals before any annual general meetings or\nany extraordinary general meetings not called by such shareholders. Advance notice of at least fifteen (15) days is required for the\nconvening of our annual general meeting and other general meetings unless such notice is waived in accordance with its articles of association.\n\n \n\nAn\nordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching\nto the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting, while\na special resolution also requires the affirmative vote of no less than a majority of two-thirds of the votes attaching to the ordinary\nshares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. A special resolution will\nbe required for important matters such as a change of name or making changes to our Memorandum and Articles of Association.\n\n** **\n\n**Conversion.**Each Class A Ordinary Share is convertible into one Class B Ordinary Share at any time at the option of the holder thereof. Our\nClass B Ordinary Shares are not convertible into Class A Ordinary Shares under any circumstances. Upon any sale, transfer, assignment\nor disposition of the Company Class A Ordinary Shares by a holder to any person or entity which is not an affiliate of such holder, such\nthe Company Class A Ordinary Shares shall be automatically and immediately converted into the equivalent number of Class B Ordinary Shares.\n\n** **\n\n**Transfer\nof Ordinary Shares.**Subject to the restrictions in our Memorandum and Articles of Association as set out below, any of our shareholders\nmay transfer all or any of his or her Ordinary Shares by an instrument of transfer in the usual or common form or any other form approved\nby our Board of Directors.\n\n \n\nOur\nBoard of Directors may, in its absolute discretion, decline to register any transfer of any Ordinary Share which is not fully paid up\nor on which the Company has a lien. our Board of Directors may also decline to register any transfer of any Ordinary Share unless:\n\n \n\n \n●\nthe\ninstrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other\nevidence as our Board of Directors may reasonably require to show the right of the transferor to make the transfer;\n\n \n\n \n●\nthe\ninstrument of transfer is in respect of only one class of shares;\n\n \n\n87\n\n \n\n \n\n \n●\nthe\ninstrument of transfer is properly stamped, if required;\n\n \n\n \n●\nin\nthe case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed\nfour; and\n\n \n\n \n●\na\nfee of such maximum sum as the Nasdaq may determine to be payable or such lesser sum as our directors may from time to time require\nis paid to the Company in respect thereof.\n\n \n\nIf\nour directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged,\nsend to each of the transferor and the transferee notice of such refusal.\n\n \n\nThe\nregistration of transfers may, after compliance with any notice required of the Nasdaq, be suspended and the register closed at such\ntimes and for such periods as our Board of Directors may from time to time determine, *provided*, *however*, that the registration\nof transfers shall not be suspended nor the register closed for more than 30 days in any year as our board may determine.\n\n** **\n\n**Liquidation.**On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), if the\nassets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the\ncommencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares\nheld by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due,\nof all monies payable to the Company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay\nall of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par\nvalue of the shares held by them. Any distribution of assets or capital to a holder of ordinary share will be the same in any liquidation\nevent. Any distribution of assets or capital to a holder of a Class A Ordinary Share and a holder of a the Company Class B Ordinary Share\nwill be the same in any liquidation event.\n\n \n\n**Redemption,\nRepurchase and Surrender of Ordinary Shares.**the Company may issue shares on terms that such shares are subject to redemption,\nat our option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such\nshares, by our Board of Directors or by a special resolution of our shareholders. The Company may also repurchase any of its shares provided\nthat the manner and terms of such purchase have been approved by its Board of Directors or are otherwise authorized by its Memorandum\nand Articles of Association. Under the Companies Act, the redemption or repurchase of any share may be paid out of our profits or out\nof the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share\npremium account and capital redemption reserve) if the company can, immediately following such payment, pay its debts as they fall due\nin the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is\nfully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding, or (c) if the company has commenced\nliquidation. In addition, the Company may accept the surrender of any fully paid share for no consideration.\n\n** **\n\n**Variations\nof Rights of Shares.**If at any time our share capital is divided into different classes or series of shares, the rights attached\nto any class or series of shares (unless otherwise provided by the terms of issue of the shares of that class or series), whether or\nnot the Company is being wound-up, may be varied with the consent in writing of a majority the holders of the issued shares of that class\nor series or with the sanction of an ordinary resolution at a separate meeting of the holders of the shares of the class or series. The\nrights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue\nof the shares of that class, be deemed to be varied by the creation or issue of further shares ranking *pari passu* with such existing\nclass of shares.\n\n** **\n\n88\n\n \n\n** **\n\n**Inspection\nof Books and Records.**Holders of the Company Ordinary Shares have no general right under Cayman Islands law to inspect or obtain\ncopies of our list of shareholders or its corporate records. (other than the memorandum and articles of association, the register of\nmortgages and charges and any special resolutions passed by shareholders). Under Cayman Islands law, the names of our current directors\ncan be obtained from a search conducted at the Registrar of Companies in the Cayman Islands. However, the Company will provide its shareholders\nwith annual audited financial statements. See “Where You Can Find Additional Information.”\n\n** **\n\n**Issuance\nof Additional Shares.**Our Memorandum and Articles of Association authorize its Board of Directors to issue additional ordinary\nshares from time to time as its Board of Directors shall determine, to the extent of available authorized but unissued shares.\n\n \n\nOur\nMemorandum and Articles of Association also authorize its Board of Directors to establish from time to time one or more series of preferred\nshares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:\n\n \n\n \n●\nthe\ndesignation of the series;\n\n \n\n \n●\nthe\nnumber of shares of the series;\n\n \n\n \n●\nthe\ndividend rights, dividend rates, conversion rights, voting rights; and\n\n \n\n \n●\nthe\nrights and terms of redemption and liquidation preferences.\n\n  \n\nOur\nBoard of Directors may issue preferred shares without action by its shareholders to the extent authorized but unissued. Issuance of these\nshares may dilute the voting power of holders of ordinary shares.\n\n** **\n\n**Anti-Takeover\nProvisions.**Some provisions of our Memorandum and Articles of Association may discourage, delay or prevent a change of control\nof the Company or management that shareholders may consider favorable, including provisions that authorize our Board of Directors to\nissue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred\nshares without any further vote or action by its shareholders.\n\n** **\n\n**Exempted\nCompany.**The Company is an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between\nordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly\noutside the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially\nthe same as for an ordinary company except for an exempted company:\n\n \n\n \n●\ndoes\nnot have to file an annual return of its shareholders with the Registrar of Companies;\n\n \n\n \n●\nis\nnot required to open its register of members for inspection;\n\n \n\n \n●\ndoes\nnot have to hold an annual general meeting;\n\n \n\n \n●\nmay\nissue shares with no par value;\n\n \n\n89\n\n \n\n \n\n \n●\nmay\nobtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the\nfirst instance);\n\n \n\n \n●\nmay\nregister by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;\n\n \n\n \n●\nmay\nregister as a limited duration company; and\n\n \n\n \n●\nmay\nregister as a segregated portfolio company.\n\n \n\n \n●\n“Limited\nliability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s\nshares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship\nor an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).\n\n** **\n\n**Pubco\nWarrants**\n\n \n\nSet\nforth below is also a description of the publicly traded warrants of Pubco (the “Pubco Warrants”). Each Pubco Warrant entitles\nthe holder thereof to purchase Pubco Class B Ordinary Share at a price of $11.50 per full share.\n\n \n\nPubco\nWarrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Pubco Warrants.\nNo Pubco Warrants will be exercisable for cash unless Pubco has an effective and current registration statement covering the Class B\nOrdinary Shares issuable upon exercise of the Pubco Warrants and a current prospectus relating to such Class B Ordinary Shares. Pubco\nhas agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Business Combination, Pubco\nwill use its best efforts to file, and within 60 business days following the Business Combination to have declared effective, a registration\nstatement covering the Class B Ordinary Shares issuable upon exercise of the Pubco Warrants. Notwithstanding the foregoing, if a registration\nstatement covering the Class B Ordinary Shares issuable upon the exercise of the Pubco Warrants is not effective within 60 business days,\nthe holders may, until such time as there is an effective registration statement and during any period when Pubco shall have failed to\nmaintain an effective registration statement, exercise the Pubco Warrants on a cashless basis pursuant to an available exemption from\nregistration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their\nPubco Warrants on a cashless basis. The Pubco Warrants will expire five years from the consummation of the Business Combination or earlier\nupon redemption or liquidation.\n\n \n\nPubco\nmay call the Pubco Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:\n\n \n\n \n●\nupon\nnot less than 30 days’ prior written notice of redemption to each warrant holder,\n\n \n\n \n●\nif,\nand only if, the reported last sale price of Class B Ordinary Shares equals or exceeds $18 per share, for any 20 trading days within\na 30 trading days period ending on the third trading day prior to the notice of redemption to warrant holders, and\n\n \n\n \n●\nif,\nand only if, there is a current registration statement in effect with respect to the issuance of Class B Ordinary Shares underlying\nsuch warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter\nuntil the date of redemption.\n\n \n\n90\n\n \n\n \n\nIf\nPubco calls the Pubco Warrants for redemption, Pubco’s management will have the option to require all holders that wish to exercise\nthe Pubco Warrants to do so on a “cashless basis”. The exercise price and number of Class B Ordinary Shares issuable upon\nexercise of the Pubco Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend\nor recapitalization, reorganization, merger or consolidation. However, the Pubco Warrants will not be adjusted for issuance of Class\nB Ordinary Shares at a price below its exercise price. Additionally, in no event will Pubco be required to net cash settle the Pubco\nWarrants.\n\n \n\nIf\nthe foregoing conditions are satisfied and Pubco issues a notice of redemption, each warrant holder can exercise his, her or its Pubco\nWarrants prior to the scheduled redemption date. However, the price of the Pubco Ordinary Shares may fall below the $18.00 trigger price\nas well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit Pubco’s ability\nto complete the redemption.\n\n \n\nIn\nthe event Pubco determines to redeem Pubco Warrants, holders of redeemable Pubco Warrants will be notified of such redemption as described\nin a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Pubco. Specifically, in the event\nPubco elects to redeem all of the Pubco Warrants that are subject to redemption, Pubco will fix a date for the redemption. Notice of\nredemption shall be mailed by first class mail, postage prepaid, by Pubco not less than 30 days prior to the date fixed for redemption\nto the registered holders of the Pubco Warrants to be redeemed at their last addresses as they appear on the registration books. Any\nnotice mailed in the aforesaid manner will be conclusively presumed to have been duly given, whether or not the registered holder received\nsuch notice. In addition, beneficial owners of the redeemable Pubco Warrants will be notified of such redemption via posting of the redemption\nnotice to DTC.\n\n \n\nAs\nof the date of this Report, trading prices of the Company’s Ordinary Shares have not exceeded the threshold that would allow the\nCompany to redeem the Pubco Warrants.\n\n* *\n\n*Anti-dilution\nAdjustments*\n\n \n\nFollowing\nthe conversion of the HMAC’s Warrants into Pubco Warrants, the Pubco Warrants will be subject to antidilution adjustments, as summarized\nin the paragraphs below.\n\n \n\nIf\nthe number of issued and outstanding Ordinary Shares is increased by a capitalization payable in Ordinary Shares, or by a sub-division\nof ordinary shares or other similar event, then, on the effective date of such capitalization, sub-division or similar event, the number\nof Ordinary Shares issuable on exercise of each Pubco Warrant will be increased in proportion to such increase in the issued and outstanding\nOrdinary Shares. A rights offering to holders of Ordinary Shares entitling holders to purchase the Ordinary Shares at a price less than\nthe fair market value will be deemed a capitalization of a number of the Ordinary Shares equal to the product of (i) the number of the\nOrdinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that\nare convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one minus the quotient of (x) the price per the Ordinary\nShare paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities\nconvertible into or exercisable for the Ordinary Shares, in determining the price payable for the Ordinary Shares, there will be taken\ninto account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii)\nfair market value means the volume weighted average price of ordinary shares as reported during the ten (10) trading day period ending\non the trading day prior to the first date on which the ordinary shares trade on the applicable exchange or in the applicable market,\nregular way, without the right to receive such rights.\n\n \n\nIn\naddition, if we, at any time while the Pubco Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities\nor other assets to the holders of the Ordinary Shares on account of such the Ordinary Shares (or other the Ordinary Shares into which\nthe Pubco Warrants are exercisable), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined\non a per share basis with all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending\non the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments\nand excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of ordinary\nshares issuable on exercise of each Pubco Warrants) but only with respect to the amount of the aggregate cash dividends or cash distributions\nequal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of the Company Ordinary Shares in connection\nwith a proposed initial business combination, (d) to satisfy the redemption rights of the holders of ordinary shares in connection with\na shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of\nour obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with our initial business\ncombination or to redeem 100% of our public shares if we do not complete our initial business combination on or before July 14, 2023\n(on or before February 14, 2024, 18 months after the consummation of HMAC’s IPO) or (B) with respect to any other provision relating\nto the rights of holders of Ordinary Shares, (e) as a result of the repurchase of Ordinary Shares by us if a proposed initial business\ncombination is presented to our shareholders for approval, or (f) in connection with the redemption of our Ordinary Shares upon our failure\nto complete our initial business combination, then the Pubco Warrants exercise price will be decreased, effective immediately after the\neffective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each ordinary\nshare in respect of such event.\n\n \n\n91\n\n \n\n \n\nIf\nthe number of issued and outstanding the Ordinary Shares is decreased by a share consolidation, combination, reclassification of ordinary\nshares or other similar event, then, on the effective date of such share consolidation, combination, reclassification or similar event,\nthe number of ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in issued and outstanding\nOrdinary Shares.\n\n \n\nWhenever\nthe number of the Ordinary Shares purchasable upon the exercise of the Pubco Warrants is adjusted, as described above, the Pubco Warrants\nexercise price will be adjusted by multiplying the Pubco Warrants exercise price immediately prior to such adjustment by a fraction (x)\nthe numerator of which will be the number of the Ordinary Shares purchasable upon the exercise of the Pubco Warrants immediately prior\nto such adjustment, and (y) the denominator of which will be the number of Ordinary Shares so purchasable immediately thereafter.\n\n \n\nIn\naddition, if (x) we issue additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the\nclosing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such\nissue price or effective issue price to be determined in good faith by board of directors and, in the case of any such issuance to our\nsponsor or its affiliates, without taking into account any founder shares, private placement units, or units upon conversion of working\ncapital loans or extension loans held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued\nPrice”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest\nthereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination\n(net of redemptions), and (z) the volume weighted average trading price of our ordinary shares during the 20 trading day period starting\non the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”)\nis below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher\nof the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent)\nto be equal to 180% of the higher of the Market Value and the Newly Issued Price.\n\n \n\nIn\ncase of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than those described above or that\nsolely affects the par value of such ordinary shares), or in the case of any merger or consolidation of us with or into another entity\n(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or\nreorganization of our issued and outstanding ordinary shares) in which any “person” or “group” (as such terms\nare used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of our securities, or in the case\nof any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an\nentirety, the holders of the Pubco Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms\nand conditions specified in the warrants and in lieu of the ordinary shares immediately theretofore purchasable and receivable upon the\nexercise of the rights represented thereby, the kind and amount of Ordinary Shares or other securities or property (including cash) receivable\nupon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that\nthe holder of the Pubco Warrants would have received if such holder had exercised their warrants immediately prior to such event. However,\nif such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable\nupon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable\nwill be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that\naffirmatively make such election.\n\n \n\nThe\nPubco Warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company,\nas warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder\nfor the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the warrant agreement to\nthe description of the terms of the warrants and the warrant agreement set forth in this Report, or defective provision and (ii) adding\nor changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement\nmay deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants,\nprovided that the approval by the holders of a majority of then-outstanding warrants is required to make any change that adversely affects\nthe interests of the registered holders. All adjustments made pursuant to the warrant agreement shall be made equally to all outstanding\nwarrants. You should review a copy of the warrant agreement, which is filed as an exhibit to the registration statement of which this\nReport is a part, for a complete description of the terms and conditions applicable to the warrants.\n\n** **\n\n92\n\n \n\n** **\n\n**Conversion\nWarrants**\n\n** **\n\nOn\nNovember 25, 2024 (the “Conversion Date”), we issued an aggregation of 7,751,939 Class B Ordinary Shares and 7,751,939 Conversion\nWarrants to three non-U.S. investors (the “Purchasers”) following the conversion of certain convertible notes (the “Notes”)\nat a conversion price of $0.645 per share. Such Notes were issued to the Purchasers pursuant to certain Convertible Note Purchase Agreements\n(the “Agreements”) in September 2024.\n\n \n\nConversion\nWarrants has a term of one year from the Conversion Date to exercise any portion of the Conversion Warrants at the per share price equal\nto the conversion price of $0.645 (“Warrant Price”). Both numbers of the Conversion Warrants and the exercise price of the\nConversion Warrants are subject to certain adjustments. The Company shall not issue any fractional shares in connection with any exercise\nof this Conversion Warrant. If any fraction of a share would be issuable on the exercise of this Conversion Warrant (or specified portions\nthereof), the Company shall, at its election, either purchase such fraction for an amount in cash equal to the same fraction of the Warrant\nPrice of such share of Class B Ordinary Shares on the date of exercise of this Conversion Warrant or round such fraction of a share up\nto one whole share.\n\n \n\nAs\nof the date of this Report, all the Conversion Warrants have expired, and none of them have been exercised.\n\n \n\n**Certain\nDifferences in Corporate Law**\n\n** **\n\nCayman\nIslands companies are governed by the Companies Act. The Companies Act is modeled on English law but does not follow recent English law\nstatutory enactments and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary\nof the material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated\nin the United States and their shareholders.\n\n* *\n\n*Mergers\nand Similar Arrangements.*In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands\ncompanies, or between a Cayman Islands company and a company incorporated in another jurisdiction (*provided* that it is facilitated\nby the laws of that other jurisdiction).\n\n \n\nWhere\nthe merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger\nor consolidation containing certain prescribed information. That plan of merger or consolidation must then be authorized by (a) a special\nresolution (usually a majority of not less than two-thirds of the votes which are cast in person or by proxy by those shareholders who,\nbeing entitled to do so, attend and vote at a quorate general meeting of the relevant company or a unanimous written resolution of all\nof the shareholders entitled to vote at a general meeting of the relevant company) of the shareholders of each company; and (b) such\nother authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution\nis required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary\ncompany) and its subsidiary company where the parent and subsidiary company are both incorporated under the Companies Act. The consent\nof each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement.\nIf the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities)\nhave been complied with, the Registrar of Companies will register the plan of merger or consolidation.\n\n \n\nWhere\nthe merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the\ndirectors of the Cayman Islands company are required to make a declaration to the effect that, having made due enquiry, they are of the\nopinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the\nconstitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and\nthat those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other\nsimilar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company\nin any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and\nis acting in respect of the foreign company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise\nor other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company\nare and continue to be suspended or restricted.\n\n \n\n93\n\n \n\n \n\nDirectors\nof a Cayman Islands company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion\nthat the requirements set out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the\nmerger or consolidation is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of\nthe transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval\nto the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the\nconstitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer\nhave been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to\nbe incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why\nit would be against the public interest to permit the merger or consolidation.\n\n \n\nWhere\nthe above procedures are adopted, the Companies Act provides for the right of dissenting shareholders to be paid payment of the fair\nvalue of their shares upon their dissent to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure\nis as follows: (a) the shareholder must give his written objection to the merger or consolidation to the constituent company before the\nvote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger\nor consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by\nthe shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder\nmust within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his\nintention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following\nthe date of the expiration of the period set out in paragraph (c) above or seven days following the date on which the plan of merger\nor consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a\nwritten offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the\ncompany and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder\nsuch amount; and (e) if the company and the shareholder fail to agree on a price within such 30 day period, within 20 days following\nthe date on which such 30 day period expires, the company must (and any dissenting shareholder may) file a petition with the Cayman Islands\nGrand Court to determine the fair value and such petition by the company must be accompanied by a list of the names and addresses of\nthe dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing\nof that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to\nbe paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed\nby the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting\nshareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an\nopen market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date and where the consideration\nfor such shares are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.\n\n \n\nMoreover,\nCayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances,\nby way of schemes of arrangement, which will generally be more suited for complex mergers or other transactions involving widely held\ncompanies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In\nthe event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to\ncomplete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved\nby (a) 75% in value of the shareholders or class of shareholders, as the case may be, or (b) a majority in number representing 75% in\nvalue of the creditors or each class of creditors, as the case may be, with whom the arrangement is to be made, that are, in each case,\npresent and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and\nsubsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder\nwould have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve\nthe arrangement if it satisfies itself that:\n\n \n\n \n●\nwe\nare not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote\nhave been complied with;\n\n \n\n \n●\nthe\nshareholders have been fairly represented at the meeting in question;\n\n \n\n \n●\nthe\narrangement is such as a businessman would reasonably approve; and\n\n \n\n \n●\nthe\narrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount\nto a “fraud on the minority.”\n\n \n\n94\n\n \n\n \n\nIf\na scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable\nto appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise\nordinarily be available to dissenting shareholders of United States corporations.\n\n \n\n*Squeeze-out\nProvisions.* When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates within four months,\nthe offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer.\nAn objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud,\nbad faith, collusion or inequitable treatment of the shareholders.\n\n \n\nFurther,\ntransactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than\nthese statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements of an\noperating business.\n\n \n\n*Shareholders’\nSuits.* Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability\nfor such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against\n(for example) our officer or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities\nand on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands,\nexceptions to the foregoing principle apply in circumstances in which:\n\n \n\n \n●\na\ncompany is acting, or proposing to act, illegally or beyond the scope of its authority;\n\n \n\n \n●\nthe\nact complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of\nvotes which have actually been obtained; or\n\n \n\n \n●\nthose\nwho control the company are perpetrating a “fraud on the minority.”\n\n \n\nA\nshareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about\nto be infringed.\n\n \n\n*Special\nConsiderations for Exempted Companies.*We are an exempted company with limited liability under the Companies Act. The Companies Act\ndistinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts\nbusiness mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company\nare essentially the same as for an ordinary company except for the exemptions and privileges listed below:\n\n \n\n \n●\nan\nexempted company does not have to file an annual return of its shareholders with the Registrar of Companies\n\n \n\n \n●\nan\nexempted company’s register of members is not open to inspection;\n\n \n\n \n●\nan\nexempted company does not have to hold an annual general meeting;\n\n \n\n95\n\n \n\n \n\n \n●\nan\nexempted company may issue shares with no par value;\n\n \n\n \n●\nan\nexempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for\n20 years in the first instance);\n\n \n\n \n●\nan\nexempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;\n\n \n\n \n●\nan\nexempted company may register as a limited duration company; and\n\n \n\n \n●\nan\nexempted company may register as a segregated portfolio company.\n\n \n\n“Limited\nliability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the\ncompany (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper\npurpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).\n\n \n\n**C.\nMaterial Contracts**\n\n \n\n**Material\nContracts Relating to the Business Combination**\n\n** **\n\nThe\ndescription of the Business Combination Agreement is included in the Form F-4 in the sections entitled “*The Business Combination\nProposal*”, which is incorporated herein by reference.\n\n \n\nWe\nhave not entered into any material contracts other than in the ordinary course of business and other than those described in “*Item\n10. Additional Information*” or elsewhere in this Report.\n\n** **\n\n**D.\nExchange Controls**\n\n \n\nThere\nare no foreign exchange controls or foreign exchange regulations under the currently applicable laws of the Cayman Islands.\n\n** **\n\n**E.\nTaxation**\n\n \n\nThe\ncurrent PRC Enterprise Income Tax Law (the “EIT Law”), and the implementation regulations for the EIT Law issued by China’s\nState Council, became effective as of January 1, 2008. Under the EIT Law, enterprises are classified as either resident or non-resident\nenterprises. An enterprise established outside of China with its “de facto management bodies” located within China is considered\na “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income\ntax purposes. The implementing rules of the EIT Law defines a “de facto management body” as a managing body that in practice\nexercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties”\nof the enterprise; however, it remains unclear whether the PRC tax authorities would deem our managing body as being located within China.\nDue to the relatively short history of the EIT Law and lack of applicable legal precedents, the PRC tax authorities determine the PRC\ntax resident treatment of entities organized under the laws of foreign jurisdictions on a case-by-case basis.\n\n \n\n96\n\n \n\n \n\nIf\nthe PRC tax authorities determine that we are a resident enterprise for PRC enterprise income tax purposes, a number of PRC tax consequences\ncould follow. First, we may be subject to enterprise income tax at a rate of twenty five percent (25%) on our respective worldwide taxable\nincome, as well as PRC enterprise income tax reporting obligations. Second, although the EIT Law provides that “dividends, bonuses\nand other equity investment proceeds between qualified resident enterprises” is exempted income, and the implementing rules of\nthe EIT Law refer to “dividends, bonuses and other equity investment proceeds between qualified resident enterprises” as\nthe investment proceeds obtained by a resident enterprise from its direct investment in another resident enterprise.\n\n \n\nIf\nwe are treated as a non-resident enterprise under the EIT Law, any dividends that we receive (assuming such dividends are deemed to be\nsourced from within the PRC) (i) may be subject to a five percent (5%) PRC withholding tax, and if the *Arrangement between the Mainland\nof China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with\nRespect to Taxes on Income* (the “Arrangement”) is applicable, or (ii) if the Arrangement does not apply (i.e. the PRC\ntax authorities may deem us to be a conduit not entitled to treaty benefits), may be subject to a ten percent (10%) PRC withholding tax.\nSimilarly, if we are treated as a non-resident enterprise, and Renovation is treated as a resident enterprise, then any dividends that\nwe receive from Renovation (assuming such dividends were considered sourced within the PRC) may be subject to a ten percent (10%) PRC\nwithholding tax. Any such taxes on dividends could materially reduce the amount of dividends, if any, that we could pay to our shareholders.\n\n \n\nFinally,\nthe new “resident enterprise” classification could result in a situation in which a ten percent (10%) PRC tax is imposed\non dividends we pay to our investors that are non-resident enterprises so long as such non-resident enterprise investors do not have\nan establishment or place of business in China or, despite the existence of such establishment of place of business in China, the relevant\nincome is not effectively connected with such establishment or place of business in China, to the extent that such dividends have their\nsources within the PRC. Similarly, any gain realized on the transfer of our shares by such investors is also subject to a ten percent\n(10%) PRC income tax if such gain is regarded as income derived from sources within China. In such event, we may be required to withhold\na ten percent (10%) PRC tax on any dividends paid to our investors that are non-resident enterprises. Our investors that are non-resident\nenterprises also may be responsible for paying PRC tax at a rate of ten percent (10%) on any gain realized from the sale or transfer\nof our common shares in certain circumstances. We would not, however, have an obligation to withhold PRC tax with respect to such gain.\n\n \n\nMoreover,\nthe State Administration of Taxation issued the *Notice on Strengthening the Administration of Enterprise Income Tax on Share Transfer\nIncome of Non-Resident Enterprises No. 698* (“Circular 698”) on December 10, 2009, which reinforces taxation on transfer\nof non-listed shares by non-resident enterprises through overseas holding vehicles. Circular 698 applies retroactively and was deemed\nto be effective as of January 2008. Pursuant to Circular 698, where (i) a foreign investor who indirectly holds equity interest in a\nPRC resident enterprise through an offshore holding company indirectly transfers equity interests in a PRC resident enterprise by selling\nthe shares of the offshore holding company, and (ii) the offshore holding company is located in a jurisdiction where the effective tax\nrate is lower than twelve and a half percent (12.5%) or where the offshore income of its residents is not taxable, the foreign investor\nis required to provide the tax authority in charge of that PRC resident enterprise with certain relevant information within thirty (30)\ndays of the transfer. The tax authorities in charge will evaluate the offshore transaction for tax purposes. In the event that the tax\nauthorities determine that such transfer is abusing forms of business organization and there is no reasonable commercial purpose other\nthan avoidance of PRC enterprise income tax, the tax authorities will have the power to conduct a substance-over-form re-assessment of\nthe nature of the equity transfer. A reasonable commercial purpose may be established when the overall offshore structure is set up to\ncomply with the requirements of supervising authorities of international capital markets. If the State Administration of Taxation’s\nchallenge of a transfer is successful, they will deny the existence of the offshore holding company that is used for tax planning purposes.\nSince Circular 698 has a brief history, there is uncertainty as to its application.\n\n \n\n**F.\nDividends and Paying Agents**\n\n \n\nThe Company has no plan to declare or pay any\ndividends on Ordinary Shares in the foreseeable future, other than dividends declared to be payable to the Pre-Public Shareholders by\nAbleview Brands Limited on February 1, 2023, before the Company becomes a publicly listed company, and the purchase for each of the Majority\nPre-Public Shareholders (as defined below) of insurance policies as the payment of a portion of such dividends. The Company currently\nintends to retain any earnings for future operations and expansion.\n\n \n\n97\n\n \n\n \n\nFor\nthe years ended 2025 and 2024, the Company purchased insurance policies to three shareholders, which were classified as dividends to\nthe shareholders. For more details regarding this transaction, please see Note 11. Equity - Declaration of dividends.\n\n \n\n**G.\nStatement by Experts**\n\n \n\nNot\napplicable.\n\n \n\n**H.\nDocuments on Display**\n\n \n\nWe\nare subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,”\nour officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions\ncontained in Section 16 of the Exchange Act, with respect to their purchase and sale of our equity securities. In addition, we are not\nrequired to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered\nunder the Exchange Act. However, we are required to file with the SEC an annual report on Form 20-F containing financial statements audited\nby an independent accounting firm. We will also furnish with the SEC, on Form 6-K, unaudited financial information with respect to our\nfirst two fiscal quarters. Information filed with or furnished with the SEC by us will be available on our website. On March 17, 2023,\nthe Company and HMAC furnished to its shareholders a proxy statement/prospectus, as amended from time to time, relating to the Business\nCombination. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or\nfurnish electronically with the SEC.\n\n \n\n**I.\nSubsidiary Information**\n\n \n\nNot\napplicable."}