{"url_path":"/sec/ccgww/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/1965473/0001493152-26-019130-index.html","accession_number":"0001493152-26-019130","cik":"0001965473","ticker":"CCG","issuer_name":"Cheche Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1965473/0001493152-26-019130-index.html","primary_entity_key":"0001965473","primary_entity_name":"Cheche Group Inc."},"word_count":7470,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n**A.\nShare Capital**\n\n \n\nNot\napplicable.\n\n \n\n**B.\nMemorandum and Articles of Association**\n\n \n\nWe\nare a Cayman Islands exempted company with limited liability, and our affairs are governed by the Amended and Restated Memorandum and\nArticles of Association, the Cayman Companies Act and the common law of the Cayman Islands.\n\n \n\nThe\nfollowing includes a summary of the material provisions of the Amended and Restated Memorandum and Articles of Association in so far\nas they relate to the material terms of Class A Ordinary Shares and Class B Ordinary Shares. The following summary is not complete and\nis subject to, and is qualified in its entirety by reference to, the provisions of the Amended and Restated Memorandum and Articles of\nAssociation, which has been filed as Exhibit 1.1 to the shell company report on Form 20-F (Reg. No. 001-41801) filed with the SEC on\nSeptember 27, 2023.\n\n \n\n152\n\n \n\n \n\n**Ordinary\nShares**\n\n \n\n**General**\n\n \n\nHolders\nof Class A Ordinary Shares and holders of Class B Ordinary Shares have the same rights except for voting and conversion rights. All of\nour issued Ordinary Shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered\nform. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.\n\n \n\n**Dividends**\n\n \n\nThe\nholders of our Ordinary Shares are entitled to such dividends as may be declared by our directors or by ordinary resolutions, provided\nthat no dividend shall exceed the amount recommended by our directors. Dividends may be declared and paid out of our profits, or out\nof monies otherwise available for dividend in accordance with the Cayman Companies Act, provided always that in no circumstances may\na dividend be paid if this would result in us being unable to pay our debts as they fall due in the ordinary course of business.\n\n \n\n**Voting\nRights**\n\n \n\nIn\nrespect of all matters upon which the ordinary shares are entitled to vote, on a poll, each Class A Ordinary Share shall entitle the holder thereof\nto one vote and each Class B Ordinary Share shall entitle the holder thereof to three votes. Voting at any meeting of shareholders is\nby show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any shareholder present.\n\n \n\nAn\nordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes cast by such shareholders\nas, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at a general meeting, or be approved in writing\nby all of the shareholders entitled to vote at a general meeting in one or more instruments each signed by one or more of the shareholders;\nwhile a special resolution requires the affirmative vote of not less than two-thirds of votes cast by such shareholders as, being entitled\nto do so, vote in person or, where proxies are allowed, by proxy, at a general meeting, or approval in writing by all of the shareholders\nentitled to vote at a general meeting in one or more instruments each signed by one or more of the shareholders. A special resolution\nwill be required for important matters such as a change of name or making changes to the Amended and Restated Memorandum and Articles\nof Association.\n\n \n\n**Conversion**\n\n \n\nEach\nClass B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof. Class A Ordinary\nShares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of\nany Class B Ordinary Shares by a holder to any person who is not the founder or an affiliate of the founder, or upon a change of ultimate\nbeneficial ownership of any Class B Ordinary Share to any person who is not the founder or an affiliate of the founder, such Class B\nOrdinary Shares shall be automatically and immediately converted into the same number of Class A Ordinary Shares.\n\n \n\n**Directors’\nPower to Issue Shares**\n\n \n\nSubject\nto applicable law, our board of directors may, in their absolute discretion and without the approval of the shareholders, cause us to\n(1) allot, issue and dispose of shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated\nform) to such persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time\nto time determine; (2) grant rights over shares or other securities to be issued in one or more classes or series as they deem necessary\nor appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such shares or securities,\nincluding dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may\nbe greater than the powers, preferences, privileges and rights associated with the then issued and outstanding shares, at such times\nand on such other terms as they think proper; and (3) grant options with respect to shares and issue warrants or similar instruments\nwith respect thereto.\n\n \n\n153\n\n \n\n \n\n**Transfer\nof Ordinary Shares**\n\n \n\nSubject\nto the restrictions contained in the Amended and Restated Memorandum and Articles of Association, any of our shareholders may transfer\nall or any of his or her Ordinary Shares by an instrument of transfer in writing in the usual or common form or any other form\napproved by our board of directors.\n\n \n\nOur\nboard of directors may decline to register any transfer of any Ordinary Shares 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 Ordinary Shares;\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 exchange may determine to be payable or such lesser sum as our directors may from time to time require\nis paid to us in respect thereof.\n\n \n\nIf\nour directors refuse to register a transfer, they shall, within three months after the date on which the instrument of transfer was lodged\nwith us, send 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 exchange and the provisions of the Amended and Restated\nMemorandum and Articles of Association, be suspended and the register of members closed at such times and for such periods as our board\nof directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register\nof members closed for more than 30 days in any calendar year.\n\n \n\n**Liquidation**\n\n \n\nOn\na return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available\nfor distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares in proportion to\nthe par value of the Ordinary Shares held by them at the commencement of the winding up subject to a deduction from those Ordinary Shares\nin respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. If our assets available\nfor distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by\nour shareholders proportionately to the par value of the shares held by them.\n\n \n\n**Calls\non Ordinary Shares and Forfeiture of Ordinary Shares**\n\n \n\nOur\nboard of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. The ordinary shares\nthat have been called upon and remain unpaid are subject to forfeiture.\n\n \n\n**Redemption\nof Ordinary Shares**\n\n \n\nSubject\nto the provisions of the Cayman Companies Act and other applicable law, we may issue shares on terms that are subject to redemption,\nat our option or at the option of the holders, on such terms and in such manner, including making payment in respect of the redemption\nout of capital, as may be determined by the board of directors.\n\n \n\n154\n\n \n\n \n\n**Variations\nof Rights of Shares**\n\n \n\nIf at any time, our share capital is divided into different classes of\nshares, the rights attached to any class of shares may, subject to any rights or restrictions for the time being attached to any class\nof shares, only be materially adversely varied with the consent in writing of the holders of two-thirds of the issued shares of that class\nor with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. The rights conferred\nupon the holders of the shares or any class of shares issued with preferred or other rights shall not, subject to any rights or restrictions\nfor the time being attached to the shares of that class, be deemed to be materially adversely varied by, inter alia, the creation, allotment\nor issue of further shares ranking *pari passu* with or subsequent to such shares.\n\n \n\n**General\nMeetings of Shareholders**\n\n \n\nExtraordinary\ngeneral meetings may be convened by the chairman or by a majority of our board of directors, and they shall on a shareholders’\nrequisition (being a requisition of shareholders holding at the date of deposit of the requisition shares which carry in aggregate not\nless than a simple majority of all votes attaching to all issued and outstanding shares of the Company that as at the date of the deposit\ncarry the right to vote at general meetings of the company) forthwith proceed to convene an extraordinary general meeting. Advance notice\nof at least ten (10) calendar days is required for the convening of our annual general meeting and any other extraordinary general meeting\nof our shareholders. A quorum required for a meeting of shareholders consists of one or more holders of not less than one-third of the\naggregate voting power of all of the ordinary shares present in person or by proxy.\n\n \n\n**Inspection\nof Books and Records**\n\n \n\nHolders\nof our Ordinary Shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or\nour corporate records (other than copies of our memorandum and articles of association and register of mortgages and charges, and any\nspecial resolutions passed by our shareholders). Our directors have discretion under the Amended and Restated Memorandum and Articles\nof Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but\nwe are not obliged to make them available to the shareholders. Under Cayman Islands law, the names of our current directors can be obtained\nfrom a search conducted at the Registrar of Companies in the Cayman Islands.\n\n \n\n**Changes\nin Capital**\n\n \n\nWe\nmay from time to time by ordinary resolution:\n\n \n\n \n●\nincrease\nour share capital by such sum as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto,\nas we in general meeting may determine;\n\n \n\n \n●\nconsolidate\nand divide all or any of our share capital into shares of a larger amount than our existing shares;\n\n \n\n \n●\nby\nsubdivision of our existing shares or any of them into shares of smaller amount than is fixed by the Amended and Restated Memorandum\nand Articles of Association; or\n\n \n\n \n●\ncancel\nany shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish\nthe amount of our share capital by the amount of the shares so canceled.\n\n \n\nWe\nmay by special resolution reduce our share capital or any capital redemption reserve fund in any manner permitted by the Cayman Companies\nAct.\n\n \n\n155\n\n \n\n \n\n**Anti-Takeover\nProvisions**\n\n \n\nSome\nprovisions of the Amended and Restated Memorandum and Articles of Association may discourage, delay or prevent a change of control of\nus or management that shareholders may consider favorable, including provisions that:\n\n \n\n \n●\nauthorize\nour board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges\nand restrictions of such preferred shares without any further vote or action by our shareholders; and\n\n \n\n \n●\nlimit\nthe ability of shareholders to requisition and convene general meetings of shareholders.\n\n \n\nHowever,\nunder Cayman Islands law, our directors may only exercise the rights and powers granted to them under the Amended and Restated Memorandum\nand Articles of Association for a proper purpose and for what they believe in good faith to be in the best interests of us.\n\n \n\n**C.\nMaterial Contracts**\n\n \n\nInformation\nregarding certain material contracts we entered in connection with the Business Combination is set forth in “Item 4. Information\non the Company*-*A. History and Development of the Company.”\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. There is\nno limitation imposed by laws of Cayman Islands or in the Amended and Restated Memorandum and Articles of Associations on the right of\nnon-residents to hold or vote shares.\n\n \n\nFor\nPRC laws relating to exchange controls that are applicable to us, the PRC Subsidiaries and the Affiliated Entities. See “Item 4.\nInformation on the Company—B. Business Overview—Government Regulations—Regulation of Foreign Exchange.”\n\n \n\n**E.\nTaxation**\n\n \n\nThe\nfollowing discussion of material Cayman Islands, PRC and United States federal income tax consequences of an investment in our securities\nis based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change.\nThis discussion does not deal with all possible tax consequences relating to an investment in our securities, such as the tax consequences\nunder state, local and other tax laws.\n\n \n\n**Cayman\nIslands Taxation**\n\n \n\nThe\nCayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is\nno taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government\nof the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the\njurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise not a party to any double tax treaties applicable to payments to or by our company.\nThere are no exchange control regulations or currency restrictions in the Cayman Islands.\n\n \n\nPayments\nof dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required\non the payment of a dividend or capital to any holder of our shares, nor will gains derived from the disposal of the shares be subject\nto Cayman Islands income or corporation tax.\n\n \n\n156\n\n \n\n \n\n**PRC\nTaxation**\n\n \n\nSee\n“Item 4. Information on the Company—B. Business Overview—Government Regulations—Regulation of Tax.”\n\n \n\n**Certain\nMaterial U.S. Federal Income Tax Consequences**\n\n \n\nThe\nfollowing discussion summarizes certain material U.S. federal income tax considerations generally applicable to the ownership and\ndisposition of Class A Ordinary Shares and Warrants. The discussion does not address the tax consequences under U.S. state, local,\nor non-U.S. tax laws. This discussion addresses only those holders of Class A Ordinary Shares and Warrants that are U.S. Holders (as\ndefined below) and that hold their Class A Ordinary Shares and Warrants as capital assets (generally, property held for investment),\nand does not consider all aspects of U.S. federal income taxation that may be relevant to a holder of Class A Ordinary Shares\nand Warrants subject to special rules, including:\n\n \n\n \n●\nbanks\nand other financial institutions;\n\n \n\n \n●\nbrokers;\n\n \n\n \n●\ndealers\nor traders in securities, commodities or currencies;\n\n \n\n \n●\nS\ncorporations, partnerships, or other entities or arrangements classified as partnerships for U.S. federal income tax purposes;\n\n \n\n \n●\ntax-exempt\nentities;\n\n \n\n \n●\ngovernments\nor agencies or instrumentalities thereof;\n\n \n\n \n●\nqualified\nforeign pension funds (and entities wholly owned by one or more qualified foreign pension funds);\n\n \n\n \n●\ninsurance\ncompanies;\n\n \n\n \n●\nregulated\ninvestment companies;\n\n \n\n \n●\nreal\nestate investment trusts;\n\n \n\n \n●\nU.S.\nexpatriates and certain former or long-term residents of the United States;\n\n \n\n \n●\nholders\nother than U.S. Holders;\n\n \n\n \n●\npersons\nthat (directly, indirectly, or constructively) own five percent or more of our shares (by vote or value);\n\n \n\n \n●\npersons\nthat acquired Class A Ordinary Shares or Warrants pursuant to an exercise of employee share options, in connection with employee\nshare incentive plans or otherwise as compensation or in connection with services;\n\n \n\n \n●\npersons\nthat hold Class A Ordinary Shares or Warrants as part of a straddle, constructive sale, hedging, conversion or other integrated or\nsimilar transaction; and\n\n \n\n \n●\nU.S.\nHolders (as defined below) whose functional currency is not the U.S. dollar.\n\n \n\n157\n\n \n\n \n\nMoreover,\nthe discussion below is based upon the provisions of the Code, the Treasury Regulations promulgated thereunder and administrative\nand judicial interpretations thereof, all as of the date hereof. Those authorities may be repealed, revoked, modified or subject to\ndiffering interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from\nthose discussed below. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, gift or estate\ntax, or Medicare contribution tax laws, or state, local or non-U.S. tax laws.\n\n \n\nWe\nhave not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may\ndisagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future\nlegislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this\ndiscussion.\n\n \n\nAs\nused herein, the term “U.S. Holder” means a beneficial owner of Class A Ordinary Shares or Warrants that is for U.S.\nfederal income tax purposes: (1) an individual who is a citizen or resident of the United States, (2) a corporation (or other entity\ntreated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in\nor under the laws of the United States, any state thereof or the District of Columbia, (3) an estate the income of which is subject\nto U.S. federal income taxation regardless of its source or (4) a trust if (i) a court within the United States is able to exercise\nprimary supervision over the administration of the trust and one or more United States persons have the authority to control all\nsubstantial decisions of the trust, or (ii) it has in effect a valid election to be treated as a U.S. person.\n\n \n\nThis\ndiscussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold Class A Ordinary\nShares or Warrants through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S.\nfederal income tax purposes) is the beneficial owner of Class A Ordinary Shares or Warrants, the U.S. federal income tax treatment of a partner\nin the partnership generally will depend on the status of the partner and the activities of the partner and the partnership.\nPartners of any partnership holding Class A Ordinary Shares or Warrants are urged to consult their tax advisors.\n\n \n\nTHIS\nDISCUSSION IS ONLY A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE OWNERSHIP AND\nDISPOSITION OF CLASS A ORDINARY SHARES AND WARRANTS. EACH HOLDER OF CLASS A ORDINARY SHARES AND WARRANT IS URGED TO CONSULT ITS TAX\nADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE OWNERSHIP AND DISPOSITION OF CLASS A ORDINARY SHARES OR WARRANTS,\nINCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS.\n\n \n\n*Taxation\nof distributions*\n\n \n\nSubject\nto the PFIC rules discussed below, a U.S. Holder generally will be required to include in gross income as dividends the amount of any\ncash distribution (including the amount of any tax withheld) paid on Class A Ordinary Shares to the extent the distribution is paid out\nof our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends paid by us\nwill be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed\nto domestic corporations in respect of dividends received from other domestic corporations. Distributions in excess of such earnings\nand profits generally will be applied against and reduce (but not below zero) the U.S. Holder’s basis in its Class A Ordinary Shares\nand, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Class A Ordinary Shares (see “—Gain\nor loss on sale or other taxable disposition of Class A Ordinary Shares” below). The amount of any dividend income paid in foreign\ncurrency will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of actual or constructive\nreceipt, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on\nthe date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income.\nA U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt. Any foreign\ncurrency gain or loss will be treated as ordinary income or ordinary loss.\n\n \n\n158\n\n \n\n \n\nFor\nnon-corporate U.S. Holders, subject to certain exceptions (including, but not limited to, dividends treated as investment income for\npurposes of the investment interest deduction limitations), dividends generally will be taxed at the lower rates applicable to\nlong-term capital gains (see “—Gain or loss on sale or other taxable disposition of Class A Ordinary Shares or\nWarrants” below) only if the Class A Ordinary Shares are readily tradable on an established securities market in the United\nStates, we are not treated as a PFIC at the time the dividend is paid or in the preceding taxable year and certain holding period\nrequirements are met. Our Class A Ordinary Shares are listed on Nasdaq but there can be no assurance that our Class A Ordinary\nShares will be considered readily tradeable in this regard. U.S. Holders should consult their tax advisors regarding the\navailability of such lower rate for any dividends paid with respect to the Class A Ordinary Shares.\n\n \n\nFor\nforeign tax credit limitation purposes, dividends will generally be treated as passive category income. In the event we are deemed to\nbe a PRC resident enterprise under the EIT Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid, if any, on the\nClass A Ordinary Shares. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in\nrespect of any foreign withholding taxes imposed on dividends received on the Class A Ordinary Shares. A U.S. Holder who does not elect\nto claim a foreign tax credit for foreign withheld may instead claim a deduction for U.S. federal income tax purposes in respect of such\nwithholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing foreign\ntax credits are complex and U.S. Holders should therefore consult their tax advisors regarding the effect of the receipt of dividends\nfor foreign tax credit limitation purposes.\n\n \n\n*Gain\nor loss on sale or other taxable disposition of Class A Ordinary Shares or Warrants*\n\n \n\nSubject\nto the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss on the sale or other taxable\ndisposition of Class A Ordinary Shares or Warrants. Any such capital gain or loss generally will be long-term capital gain or loss\nif the U.S. Holder’s holding period for such Class A Ordinary Shares or Warrants exceeds one year at the time of such sale or\nother taxable disposition.\n\n \n\nThe\namount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i) the\nsum of the amount of cash and the fair market value of any property received in such disposition with respect to the Class A\nOrdinary Shares or Warrants and (ii) the U.S. Holder’s adjusted tax basis in such Class A Ordinary Shares or Warrants, respectively.\nLong-term capital gain recognized by a non-corporate U.S. Holder is generally eligible to be taxed at reduced rates. The\ndeductibility of capital losses is subject to limitations.\n\n \n\nIn\nthe event we are deemed to be a PRC resident enterprise under the EIT Law and gain from the disposition of the Class A Ordinary\nShares or Warrants is subject to tax in PRC, a U.S. Holder that is eligible for the benefits of the United States-PRC income tax\ntreaty may be able to elect to treat such gain as PRC-source gain for foreign tax credit purposes under the United States-PRC income\ntax treaty. If a U.S. Holder is not eligible for the benefits of the United States-PRC income tax treaty or fails to treat any such\ngain as PRC-source, then such U.S. Holder would generally not be able to use any foreign tax credit arising from any PRC tax imposed\non the disposition of the Class A Ordinary Shares or Warrants unless such credit can be applied (subject to applicable limitations)\nagainst U.S. federal income tax due on other income derived from foreign sources in the same income category (generally, the passive\ncategory).\n\n \n\n**Exercise,\nlapse or redemption of Warrants**\n\n \n\nSubject\nto the PFIC rules discussed below and except as discussed below with respect to the cashless exercise of a Warrant, a U.S. Holder generally\nwill not recognize gain or loss upon the acquisition of Class A Ordinary Shares on the exercise of a Warrant for cash. A U.S. Holder’s\ninitial tax basis in Class A Ordinary Shares received upon exercise of the Warrant generally will equal the sum of the U.S. Holder’s\ninitial tax basis in the Warrant and the exercise price. It is unclear whether a U.S. Holder’s holding period for the Class A Ordinary\nShares will commence on the date of exercise of the Warrant or the day following the date of exercise of the Warrant; in either case,\nthe holding period will not include the period during which the U.S. Holder held the Warrant. If a Warrant is allowed to lapse unexercised,\na U.S. Holder generally will recognize a capital loss equal to its tax basis in the Warrant.\n\n \n\nThe\ntax consequences of a cashless exercise of a Warrant are not clear. A cashless exercise may not be taxable, either because the exercise\nis not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation,\na U.S. Holder’s tax basis in the Class A Ordinary Shares received generally would equal the U.S. Holder’s tax basis in the\nWarrants surrendered. If the cashless exercise were not a realization event, it is unclear whether a U.S. Holder’s holding period\nfor the Class A Ordinary Shares will commence on the date of exercise of the Warrants or the day following the date of exercise of the\nWarrants. If the cashless exercise were treated as a recapitalization, the holding period of the Class A Ordinary Shares would include\nthe holding period of the Warrants.\n\n \n\nIt\nis also possible that a cashless exercise may be treated as a taxable exchange of a portion of the Warrants surrendered in which gain\nor loss would be recognized. In such event, a U.S. Holder may be deemed to have surrendered a number of Warrants having a value equal\nto the exercise price for the total number of Warrants to be exercised. Subject to the PFIC rules discussed below, the U.S. Holder would\nrecognize capital gain or loss in an amount equal to the difference between the fair market value of the Warrants deemed surrendered\nand the U.S. Holder’s tax basis in such Warrants. In this case, a U.S. Holder’s tax basis in the Class A Ordinary Shares\nreceived would equal the sum of the U.S. Holder’s initial tax basis in the Warrants exercised and the exercise price of such Warrants.\nIt is unclear whether a U.S. Holder’s holding period for the Class A Ordinary Shares would commence on the date of exercise of\nthe Warrants or the day following the date of exercise of the Warrants.\n\n \n\nDue\nto the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which of the alternative\ntax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, a U.S. Holder should\nconsult its tax advisor regarding the tax consequences of a cashless exercise.\n\n \n\nWhile\nnot free from doubt, a redemption of Warrants for Class A Ordinary Shares should be treated as a “recapitalization” for U.S.\nfederal income tax purposes. Accordingly, subject to the PFIC rules discussed below, a U.S. Holder should not recognize any gain or loss\non the redemption of Warrants for Class A Ordinary Shares. In such event, a U.S. Holder’s aggregate tax basis in the Class A Ordinary\nShares received in the redemption generally should equal the U.S. Holder’s aggregate tax basis in the Warrants redeemed and the\nholding period for the Class A Ordinary Shares should include the U.S. Holder’s holding period for the surrendered Warrants. However,\nthere is some uncertainty regarding this tax treatment, and it is possible such a redemption could be treated in part as a taxable exchange\nin which gain or loss would be recognized in a manner similar to that discussed above for a cashless exercise of Warrants. Accordingly,\na U.S. Holder is urged to consult its tax advisor regarding the tax consequences of a redemption of Warrants for Class A Ordinary Shares.\n\n \n\nSubject\nto the PFIC rules described below, if Warrants are redeemed for cash or if Warrants are purchased in an open market transaction, such\nredemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above in “*Sale\nor other taxable disposition of Class A Ordinary Shares or Warrants*.”\n\n \n\n*Passive\nforeign investment company rules*\n\n \n\nThe\ntreatment of U.S. Holders of Class A Ordinary Shares and Warrants could be materially different from that described above if we are\nor were treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes.\n\n \n\nA\nnon-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income\nin a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25%\nof the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market\nvalue and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered\nto own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes\ndividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains\nfrom the disposition of passive assets.\n\n \n\n159\n\n \n\n \n\nAlthough\nthe law in this regard is unclear, we treat the VIEs as being owned by us for United States federal income tax purposes, not only because\nwe exercise significant influence over the operation of such entities but also because we are entitled to substantially all of their\neconomic benefits, and, as a result, we consolidate their results of operation in our financial statements. Assuming that we are the\nowner of the VIEs for United States federal income tax purposes and based upon our historical income and assets, we do not believe that\nwe were classified as a PFIC for the fiscal year ended December 31, 2025. However, the application of the PFIC rules is subject to uncertainty\nin several respects, and there can be no assurances that the IRS will not take a contrary position or a court will not sustain such a\nchallenge by the IRS.\n\n \n\nWhether\nwe (or any of our subsidiaries) are or will become a PFIC for the current or any subsequent taxable year is a factual determination that\ndepends on, among other things, the composition of our income and assets (which may differ from our historical results and current projections)\nand the market value of our securities. If we retain significant amounts of liquid assets or if our market capitalization declines, our\nrisk of being classified as a PFIC may substantially increase. The PFIC status is a factual determination that must be made annually\nat the close of each taxable year, and, thus, we cannot assure you that we will not be a PFIC for the current or subsequent taxable years.\n\n \n\nAlthough\nthe PFIC status will be determined annually, an initial determination that we (or any of our subsidiaries) are a PFIC will generally\napply for subsequent years to a U.S. Holder who holds our securities while we (or any of our subsidiaries) are a PFIC, whether or not\nwe (or such subsidiary) meet the test for PFIC status in subsequent years.\n\n \n\nIf\nwe are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of\nClass A Ordinary Shares or Warrants, and, in the case of Class A Ordinary Shares, the U.S. Holder did not make an applicable PFIC\nelection (described below), such U.S. Holder generally would be subject to special and adverse rules with respect to (i) any gain\nrecognized by the U.S. Holder on the sale or other disposition of its Class A Ordinary Shares and (ii) any “excess\ndistribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S.\nHolder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Class A\nOrdinary Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period\nfor the Class A Ordinary Shares).\n\n \n\nUnder\nthese rules:\n\n \n\n \n●\nthe\nU.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class\nA Ordinary Shares (including any portion of such holding period prior to the Business Combination);\n\n \n\n \n●\nthe\namount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution,\nor to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we were a PFIC,\nwill be taxed as ordinary income;\n\n \n\n \n●\nthe\namount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed\nat the highest tax rate in effect for that year and applicable to the U.S. Holder; and\n\n \n\n \n●\nan\nadditional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with\nrespect to the tax attributable to each such other taxable year of the U.S. Holder.\n\n \n\n160\n\n \n\n \n\n*PFIC\nelections*\n\n \n\nIn\ngeneral, if we are determined to be a PFIC, a U.S. Holder may avoid the adverse PFIC tax consequences described above in respect of the\nClass A Ordinary Shares by making and maintaining a timely and valid qualified electing fund (“QEF”) election (if eligible\nto do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits\n(as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or\nwith which our taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed\nincome inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.\n\n \n\nThe\nQEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder\ngenerally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment\nCompany or Qualified Electing Fund), including the information provided in a PFIC Annual Information Statement, to a timely filed U.S.\nfederal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing\na protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult\ntheir tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.\n\n \n\nIn\norder to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC Annual Information Statement from us. However,\nwe do not intend to provide a PFIC Annual Information Statement,\nwhich will preclude U.S. Holders from making or maintaining a QEF election.\n\n \n\nIf\na U.S. Holder has made a QEF election with respect to Class A Ordinary Shares, and the excess distribution rules discussed above do not\napply to such shares (because of a timely QEF election or a purge of the PFIC taint pursuant to a purging election, as described above),\nany gain recognized on the sale of the Class A Ordinary Shares generally will be taxable as capital gain and no additional tax charge\nwill be imposed under the PFIC rules. As discussed above, if we are a PFIC for any taxable year, a U.S. Holder of Class A Ordinary Shares\nthat has made a QEF election will be currently taxed on its pro rata share of our earnings and profits, whether or not distributed for\nsuch year. A subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable\nwhen distributed to such U.S. Holder. The tax basis of a U.S. Holder’s shares in an entity for which a QEF election has been made\nwill be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the\nabove rules. In addition, if we are not a PFIC for any taxable year, such U.S. Holder will not be subject to the QEF inclusion regime\nwith respect to the Class A Ordinary Shares for such taxable year.\n\n \n\nAlternatively,\nif we are a PFIC and the Class A Ordinary Shares constitute “marketable stock,” a U.S. Holder may avoid the adverse PFIC\ntax consequences discussed above if such U.S. Holder, at the close of the first taxable year in which we are a PFIC and it holds (or\nis deemed to hold) the Class A Ordinary Shares, makes a mark-to-market election with respect to such shares for such taxable year. Such\nU.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its\nClass A Ordinary Shares at the end of such year over its adjusted basis in its Class A Ordinary Shares. The U.S. Holder also will recognize\nan ordinary loss in respect of the excess, if any, of its adjusted basis of its Class A Ordinary Shares over the fair market value of\nits Class A Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as\na result of the mark-to-market election). The U.S. Holder’s basis in its Class A Ordinary Shares will be adjusted to reflect any\nsuch income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Class A Ordinary Shares will\nbe treated as ordinary income.\n\n \n\nThe\nmark-to-market election is available only for “marketable stock,” generally, stock that is regularly traded on a national\nsecurities exchange that is registered with the SEC, including Nasdaq (on which the Class A Ordinary Shares will be listed), or on a\nforeign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound\nfair market value. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a mark-to-market\nelection with respect to the Class A Ordinary Shares under their particular circumstances.\n\n \n\n161\n\n \n\n \n\nIf\nwe are a PFIC and, at any time, has a foreign subsidiary that is also classified as a PFIC, U.S. Holders generally would be deemed to\nown a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described\nabove if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise\nwere deemed to have disposed of an interest in the lower-tier PFIC. A mark-to-market election generally would not be available with respect\nto such lower-tier PFIC. U.S. Holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs.\n\n \n\nA\nU.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form\n8621 (whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department.\n\n \n\nThe\nrules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition\nto those described above. Accordingly, U.S. Holders of the Class A Ordinary Shares should consult their tax advisors concerning the application\nof the PFIC rules to Class A Ordinary Shares under their particular circumstances.\n\n \n\n**Backup\nWithholding and Tax Reporting**\n\n \n\nIn\ngeneral, information reporting requirements will apply to dividends received by U.S. Holders of Class A Ordinary Shares (including constructive\ndividends), and the proceeds received on the disposition of Class A Ordinary Shares effected within the United States (and, in certain\ncases, outside the United States), in each case, other than U.S. Holders that are exempt recipients (such as certain corporations). Backup\nwithholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification\nnumber (generally on an IRS Form W-9 provided to the paying agent or the U.S. Holder’s broker) or is otherwise subject to backup\nwithholding.\n\n \n\nBackup\nwithholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against\na holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.\n\n \n\n**F.\nDividends and Paying Agents**\n\n \n\nNot\napplicable.\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,”\nwe are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our\nofficers, 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 shares. In addition, we are not required\nto 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 may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information\nafter each of our first three fiscal quarters. The SEC also maintains a website at *http://www.sec.gov* that contains reports and\nother information that we file with or furnish electronically with the SEC. You may read and copy any report or document we file, including\nthe exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at\n1-800-SEC-0330 for further information on the public reference room.\n\n \n\n162\n\n \n\n \n\n**I.\nSubsidiary Information**\n\n \n\nNot\napplicable.\n\n \n\n**J.\nAnnual Reports to Security Holders**\n\n \n\nNot\napplicable."}