{"url_path":"/sec/dtsq/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2017950/0001493152-26-029131-index.html","accession_number":"0001493152-26-029131","cik":"0002017950","ticker":"DTSQ","issuer_name":"DT Cloud Star Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2017950/0001493152-26-029131-index.html","primary_entity_key":"0002017950","primary_entity_name":"DT Cloud Star Acquisition Corp"},"word_count":29660,"has_tables":true,"body_markdown":"**Item\n1A. Risk Factors**\n\n \n\n*An\ninvestment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together\nwith the other information contained in this Report, before making a decision to invest in our securities. If any of the following events\noccur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price\nof our securities could decline, and you could lose all or part of your investment.*\n\n \n\n**Risks\nRelating to Our Search for, and Consummation of or Inability to Consummate a Business Combination**\n\n \n\n**We\nare a blank check company with no operating history and no revenues, and, accordingly, you will not have any basis on which to evaluate\nour ability to achieve our business objective.**\n\n \n\nWe\nare a blank check company with no operating results to date. Therefore, our ability to commence operations is dependent upon obtaining\nfinancing through the public offering of our securities. Since we do not have an operating history, you will have no basis upon which\nto evaluate our ability to achieve our business objective, which is to acquire an operating business. We will not generate any revenues\nuntil, at the earliest, after the consummation of a business combination.\n\n** **\n\n19\n\n \n\n** **\n\n**Our\nindependent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about\nour ability to continue as a “going concern.”**\n\n \n\nAs\nof December 31, 2025, we have no revenue before the business combination, and our business plan is dependent on the completion of a financing\ntransaction. Our cash and working capital as December 31, 2025 are insufficient to complete its business combination for the upcoming\nyear if the full 12 months been extended. Therefore, there is going concern issues that we will not have sufficient liquidity to meet\nour probable cash needs over the next 12 months.\n\n** **\n\n**If\nwe are unable to consummate a business combination, our public shareholders may be forced to wait until October 26, 2026 (unless further\nextended) before receiving liquidation distributions.**\n\n \n\nWe\ninitially have 15 months from the closing of our initial public offering to consummate our initial business combination. On October 22,\n2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington\nTrust National Association. Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial business\ncombination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000 for all\nremaining public shares for each one-month extension.\n\n \n\nWe\nhave no obligation to return funds to investors prior to such date unless we consummate a business combination prior thereto and only\nthen in cases where investors have sought to convert their shares. Only after the expiration of this full time period (unless further\nextended) will public shareholders be entitled to liquidation distributions if we are unable to complete a business combination. Accordingly,\ninvestors’ funds may be unavailable to them until after such date and to liquidate your investment, you may be forced to sell your\nsecurities potentially at a loss.\n\n \n\nOn February 2, 2026, we entered\ninto a Business Combination Agreement (the “BCA”) with DTSQ Purchaser Inc., a Delaware corporation and our wholly owned subsidiary\n(“Purchaser”), DTSQ Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and\nPrimeGen US, Inc., a Delaware corporation (the “Target”). Pursuant to the BCA, subject to the terms and conditions set forth\ntherein, at the closing of the transactions contemplated by the BCA (the “Closing”), (i) we shall merge with and into the\nPurchaser (the “Redomestication Merger”), with Purchaser surviving the Redomestication Merger; and (ii) at least one business\nday subsequent to the consummation of the Redomestication Merger, Merger Sub shall merge with and into the Company (the “Acquisition\nMerger” and together with the Redomestication Merger, the “Mergers”), with the Target surviving the Acquisition Merger\n(the “Surviving Corporation”). As of the date of issuance of these financial statements, the business combination contemplated\nby the BCA has not been consummated.\n\n \n\nPursuant to the BCA, (a) at\nthe effective time of Redomestication Merger (the “Redomestication Merger Effective Time”), (i) all the issued and outstanding\nunits of DT Cloud Star (the “Parent Units”) immediately prior to the Redomestication Merger Effective Time will separate\ninto their individual components of the ordinary share of DT Cloud Star (the “Parent Ordinary Share”) and the rights of DT\nCloud Star (the “Parent Rights”) and will cease separate existence and trading, and (ii) each issued and outstanding Parent\nRight immediately prior to the Redomestication Merger Effective Time shall be converted into one right of the Purchaser to receive one-ninth\n(1/9) of one share of Class A common stock of the Purchaser (the “Purchaser Class A Common Stock”); (b) at the Redomestication\nMerger Effective Time, each issued and outstanding Parent Ordinary Share, other than certain excluded shares and dissenting shares, immediately\nprior to the Redomestication Merger Effective Time shall be converted automatically into one share of Purchaser Class A Common Stock;\nand (c) at the Redomestication Merger Effective Time, Purchaser shall issue warrants to purchase a total of an additional 1,931,900 shares\nof Purchaser Class A Common Stock (the “Non-Redemption Warrants”) to (x) those DT Cloud Star public shareholders which, as\nof a time immediately prior to the Redomestication Merger Effective Time, have not tendered their Parent Ordinary Shares in the redemption\nand (y) all other holders of Parent Ordinary Shares immediately prior to the Redomestication Merger (including, without limitation, the\nsponsor, other insiders and holders of other Parent Ordinary Shares that are not public Parent Ordinary Shares) (each, an “Eligible\nWarrant Recipient”).\n\n \n\nAt the effective time of the\nAcquisition Merger (the “Acquisition Merger Effective Time”), Purchaser will issue to Company stockholders an aggregate number\nof Purchaser Class A Common Stock valued at the “Purchase Price,” calculated as (a) $1,489,800,000 *less* (b)\nadjustments for outstanding Company warrants (the “Company Warrant”) and Company stock options (the “Company Stock\nOption”) *based on* the redemption price *less* applicable exercise prices. Each share of Purchaser common\nstock (the “Purchaser Common Stock”) is valued at the redemption price. Each Company stockholder will receive its pro rata\nshare of this “Merger Consideration,” with holders of Company Class A Common Stock (the “Company Class A Common Stock”)\nreceiving Purchaser Class A Common Stock and holders of Company Class B common stock (the “Company Class B Common Stock”)\nreceiving Purchaser Class B common stock (the “Purchaser Class B Common Stock”).\n\n \n\n**In\norder to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their\ncharters and other governing instruments. We may seek to amend our amended and restated memorandum and articles of association or governing\ninstruments in a manner to make it easier for us to complete our initial business combination, which our shareholders may not support.**\n\n \n\nIn\norder to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters\nand governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption\nthresholds, and extended the time to consummate a business combination. Amending our amended and restated memorandum and articles of\nassociation will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval by\n(1) holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, or (2) a unanimous\nwritten resolution of all of our shareholders. We cannot assure you that we will not seek to amend our amended and restated memorandum\nand articles of association or governing instruments or extend the time to consummate an initial business combination in order to effectuate\nour initial business combination. In addition, our amended and restated memorandum and articles of association will require us to provide\nour public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated\nmemorandum and articles of association (a) that would modify the substance or timing of our obligation to provide holders of our public\nshares the right to have their shares redeemed or repurchased in connection with our initial business combination or to redeem 100% of\nour public shares if we do not complete our initial business combination by October 26, 2026 (unless further extended) or (b) with respect\nto any other provision relating to the rights of holders of our public shares.\n\n \n\n20\n\n \n\n \n\n**The\nrequirement that we complete an initial business combination within a specific period of time may give potential target businesses leverage\nover us in negotiating our initial business combination and may limit the amount of time we have to conduct due diligence on potential\nbusiness combination targets as we approach our dissolution deadline, which could undermine our ability to consummate our initial business\ncombination on terms that would produce value for our shareholders.**\n\n \n\nWe\ninitially have 15 months from the closing of our initial public offering to consummate our initial business combination. On October 22,\n2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington\nTrust National Association. Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial business\ncombination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000 for all\nremaining public shares for each one-month extension. Any potential target business with which we enter into negotiations concerning\na business combination will be aware of the requirement of completion by October 26, 2026 (unless further extended). Consequently, such\ntarget business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete a business combination\nwith that particular target business, we may be unable to complete a business combination with any other target business. This risk will\nincrease as we get closer to the time limits referenced above. In addition, we may have limited time to conduct due diligence and may\nenter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.\n\n \n\n**Our\nability to consummate an attractive business combination may be impacted by the market for initial public offerings.**\n\n \n\nIf\nthe market for initial public offerings is limited, we believe there will be more attractive target businesses open to consummating an\ninitial business combination with us as a means to achieve publicly held status. Alternatively, if the market for initial public offerings\nis robust, we believe that there will be fewer attractive target businesses amenable to consummating an initial business combination\nwith us to become a public reporting company. Accordingly, during periods with strong public offering markets, it may be more difficult\nfor us to complete an initial business combination.\n\n \n\n**As\nthe number of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial\nbusiness combination. This could increase the costs associated with completing our initial business combination and may result in our\ninability to find a suitable target for our initial business combination.**\n\n \n\nIn\nrecent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many companies have\nentered into business combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies\nseeking targets for their initial business combination, as well as many additional special purpose acquisition companies currently in\nregistration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to\nidentify a suitable target for an initial business combination.\n\n \n\nIn\naddition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available\ntargets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target\ncompanies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry\nsector downturns, geopolitical tensions or increases in the cost of additional capital needed to close business combinations or operate\ntargets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a\nsuitable target for and/or complete our initial business combination.\n\n \n\n21\n\n \n\n \n\n**We\nmay not be able to complete an initial business combination with a U.S. target company since such initial business combination may be\nsubject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in\nthe United States (“CFIUS”), or ultimately prohibited.**\n\n \n\nInfinity-Star\nHoldings Limited, a British Virgin Islands company, and Jin Xin, a PRC resident, hold 20% and 80%, respectively, of the outstanding\nshares of our sponsor. Our sponsor currently owns approximately 52.9% of our issued and outstanding ordinary shares. Certain\ncompanies requiring federally issued licenses in the United States, such as broadcasters and airlines, may be subject to rules or\nregulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions\ninvolving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the\nnational security of the United States. Therefore, because we may be considered a “foreign person” under such rules and\nregulations, we could be subject to foreign ownership restrictions and/or CFIUS review if our proposed business combination is with\na U.S. target company engaged in a regulated industry or which may affect national security. The jurisdictional scope of CFIUS was\nexpanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive,\nnon-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S.\nbusiness. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to\nmandatory filings. Therefore, if our potential initial business combination with a U.S. target company falls within the scope of\nforeign ownership restrictions, we may be unable to consummate a business combination with such target company. In addition, if our\npotential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine\nto submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS\nintervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business\ncombination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us\nto divest all or a portion of a U.S. business of the combined company were we to proceed without first obtaining CFIUS clearance.\nThe foreign ownership limitations, and the potential impact of a CFIUS review, may limit the attractiveness of a transaction with us\nor prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us\nand our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be\nlimited and we may be adversely affected in terms of competing with other special purpose acquisition companies that do not have\nsimilar foreign ownership issues.\n\n \n\nMoreover,\nthe process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our\ninitial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate.\nIf we liquidate, our public shareholders may only receive $10.00 per share initially or 100.0% of the gross proceeds from the offering,\nand our rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the\nchance of realizing future gains on your investment through any price appreciation in the combined company.\n\n \n\n**We\nmay be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of\nthe target business, which could compel us to restructure or abandon a particular business combination.**\n\n \n\nIf the net proceeds of our initial public offering prove to be insufficient, either because of the size of the business combination,\nthe depletion of the available net proceeds in search of a target business, or the obligation to convert into cash (or purchase in any\ntender offer) a significant number of shares from dissenting shareholders, we will be required to seek additional financing. Such financing\nmay not be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to\nconsummate a particular business combination, we would be compelled to either restructure the transaction or abandon that particular\nbusiness combination and seek an alternative target business candidate. In addition, if we consummate a business combination, we may\nrequire additional financing to fund the operations or growth of the target business. The failure to secure additional financing could\nhave a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders\nis required to provide any financing to us in connection with or after a business combination.\n\n \n\n22\n\n \n\n \n\n**If\nthird parties bring claims against us, the proceeds held in trust could be reduced and the per-share redemption price received by shareholders\nmay be less than $10.00.**\n\n \n\nOur\nplacing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all vendors and\nservice providers we engage and prospective target businesses we negotiate with execute agreements with us waiving any right, title,\ninterest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, they may not\nexecute such agreements. Furthermore, even if such entities execute such agreements with us, they may seek recourse against the monies\nheld in the trust account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject\nto claims which could take priority over those of our public shareholders. If we liquidate the trust account before the completion of\na business combination, our sponsor has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced\nby the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted\nfor or products sold to us and which have not executed a waiver agreement. However, it may not be able to meet such obligation. Therefore,\nthe per-share redemption price from the trust account in such a situation may be less than $10.00, plus interest, due to such claims.\n\n \n\nAdditionally,\nif we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, or if we otherwise\nenter compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law,\nand may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.\nTo the extent any bankruptcy claims deplete the trust account, we may not be able to return to our public shareholders at least $10.00\nper share.\n\n \n\n**Our\nshareholders may be held liable for claims by third parties against us to the extent of distributions received by them.**\n\n \n\nIf\nwe are forced to enter into insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment\nif it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall\ndue in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore,\nour directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby\nexposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of\ncreditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly\nand willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts\nas they fall due in the ordinary course of business would be guilty of an offense and may be liable to a fine and to imprisonment for\nfive years in the Cayman Islands.\n\n \n\n**If\nwe deviate from the acquisition criteria or guidelines, our shareholders may have rescission rights or may bring an action for damages\nagainst us or we could be subject to civil or criminal actions taken by governmental authorities.**\n\n \n\nAlthough\nwe have identified specific criteria and guidelines for evaluating prospective target businesses, it is possible that a target business\nwith which we enter into our initial business combination will not have all of these positive attributes. If we were to elect to deviate\nfrom the acquisition criteria or guidelines, such combination may not be as successful as a combination with a business that does meet\nall of our general criteria and guidelines. In addition, a greater number of shareholders may exercise their redemption rights, which\nmay make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain\namount of cash. If shareholder approval of the transaction is required by law or Nasdaq, or we decide to obtain shareholder approval\nfor business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination\nif the target business does not meet our general criteria and guidelines.\n\n \n\nFurthermore,\neach person who purchased units in our initial public offering and still held such securities upon learning of the facts relating to\nthe deviation may seek rescission of the purchase of the units he or she acquired in our initial public offering (under which a successful\nclaimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus\ninterest and less any income earned on the securities, in exchange for surrender of the securities) or bring an action for damages against\nus (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security). In\nsuch event, we could also be subject to civil or criminal actions taken by governmental authorities.\n\n \n\n23\n\n \n\n \n\n**The\ntarget business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the\nfunds in the trust account (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned\nthereon that is released to us) at the time of the execution of a definitive agreement for our initial business combination. Such requirement\nmay limit the type and number of companies with which we may complete such a business combination.**\n\n \n\nPursuant\nto the Nasdaq listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to at\nleast 80% of the balance of the funds in the trust account (excluding any deferred underwriting discounts and commissions and taxes payable\non the income earned on the trust account and less any interest earned thereon that is released to us for our taxes) at the time of the\nexecution of a definitive agreement for our initial business combination. This restriction may limit the type and number of companies\nwith which we may complete a business combination. If we are unable to locate a target business or businesses that satisfy this fair\nmarket value test, we may be forced to liquidate and you will only be entitled to receive your *pro rata* portion of the funds in\nthe trust account.\n\n \n\nIf\nNasdaq delists our securities from trading on its exchange after our initial public offering, we would not be required to satisfy the\nfair market value requirement described above and could complete a business combination with a target business having a fair market value\nsubstantially below 80% of the balance in the trust account.\n\n \n\n**Our\nability to successfully effect a business combination and to be successful thereafter will be totally dependent upon the efforts of our\nkey personnel, some of whom may join us following a business combination. While we intend to closely scrutinize any individuals we engage\nafter a business combination, we cannot assure you that our assessment of these individuals will prove to be correct.**\n\n \n\nOur\nability to successfully effect a business combination is dependent upon the efforts of our key personnel. We believe that our success\ndepends on the continued service of our key personnel, at least until we have consummated our initial business combination. We cannot\nassure you that any of our key personnel will remain with us for the immediate or foreseeable future. In addition, none of our officers\nare required to commit any specified amount of time to our affairs and, accordingly, they will have conflicts of interest in allocating\nmanagement time among various business activities, including identifying potential business combinations and monitoring the related due\ndiligence. We do not have employment agreements with, or key-man insurance on the life of, any of our officers. The unexpected loss of\nthe services of our key personnel could have a detrimental effect on us.\n\n \n\nThe\nrole of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain\nwith the target business in senior management or advisory positions following a business combination, it is likely that some or all of\nthe management of the target business will remain in place or be hired after consummation of the business combination. While we intend\nto closely scrutinize any individuals we engage after a business combination, we cannot assure you that our assessment of these individuals\nwill prove to be correct.\n\n \n\n24\n\n \n\n \n\nThese\nindividuals may be unfamiliar with the requirements of operating a public company which could cause us to have to expend time and resources\nhelping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory\nissues which may adversely affect our operations.\n\n \n\n**Our\nofficers and directors may not have significant experience or knowledge regarding the jurisdiction or industry of the target business\nwe may seek to acquire.**\n\n \n\nWe\nmay consummate a business combination with a target business in any geographic location or industry we choose. We cannot assure you that\nour officers and directors will have enough experience or have sufficient knowledge relating to the jurisdiction of the target or its\nindustry to make an informed decision regarding a business combination. If we become aware of a potential business combination outside\nof the geographic location or industry where our officers and directors have the most experience, our management may retain consultants\nand advisors with experience in such industries to assist in the evaluation of such business combination and in our determination of\nwhether or not to proceed with such a business combination. However, our management is not required to engage consultants or advisors\nin any situation. If they do not engage any consultants or advisors to assist them in the evaluation of a particular target business\nor business combination, our management may not properly analyze the risks attendant with such target business or business combination.\nEven if our management does engage consultants or advisors to assist in the evaluation of a particular target business or business combination,\nwe cannot assure you that such consultants or advisors will properly analyze the risks attendant with such target business or business\ncombination. As a result, we may enter into a business combination that is not in our shareholders’ best interests.\n\n \n\n**Our\nkey personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.\nThese agreements may provide for them to receive compensation following a business combination and as a result, may cause them to have\nconflicts of interest in determining whether a particular business combination is the most advantageous.**\n\n \n\nOur\nkey personnel will be able to remain with the company after the consummation of a business combination only if they are able to negotiate\nemployment or consulting agreements or other arrangements in connection with the business combination. Such negotiations would take place\nsimultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the\nform of cash payments and/or our securities for services they would render to the company after the consummation of the business combination.\nThe personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business.\n\n \n\n**Our\nofficers and directors will allocate their time to other businesses thereby potentially limiting the amount of time they devote to our\naffairs. This conflict of interest could have a negative impact on our ability to consummate our initial business combination.**\n\n \n\nOur\nofficers and directors are not required to commit their full time to our affairs, which could create a conflict of interest when allocating\ntheir time between our operations and their other commitments. We presently expect each of our employees to devote such amount of time\nas they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate\na potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination).\nWe do not intend to have any full-time employees prior to the consummation of our initial business combination. All of our officers and\ndirectors are engaged in several other business endeavors and are not obligated to devote any specific number of hours to our affairs.\nIf our officers’ and directors’ other business affairs require them to devote more substantial amounts of time to such affairs,\nit could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate our initial\nbusiness combination. We cannot assure you these conflicts will be resolved in our favor.\n\n \n\n**Our\nofficers and directors have pre-existing fiduciary and contractual obligations and accordingly, may have conflicts of interest in determining\nto which entity a particular business opportunity should be presented.**\n\n \n\nOur\nofficers and directors have pre-existing fiduciary and contractual obligations to other companies, including other companies that are\nengaged in business activities similar to those intended to be conducted by us. Accordingly, they may participate in transactions and\nhave obligations that may be in conflict or competition with our consummation of our initial business combination.\n\n \n\nAs\na result, a potential target business may be presented by our management team to another entity prior to its presentation to us and we\nmay not be afforded the opportunity to engage in a transaction with such target business. For a more detailed description of the pre-existing\nfiduciary and contractual obligations of our management team, and the potential conflicts of interest that such obligations may present,\nsee “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest” in Part III of this Report.\n\n \n\n25\n\n \n\n \n\n**Our\nofficers’ and directors’ personal and financial interests may influence their motivation in determining whether a particular\ntarget business is appropriate for a business combination.**\n\n \n\nOur\nofficers and directors have waived their right to convert (or sell to us in any tender offer) their initial shares or any other ordinary\nshares acquired in our initial public offering or thereafter (although none of these insiders have indicated any intention to purchase\nunits in our initial public offering or thereafter), or to receive distributions with respect to their initial shares upon our liquidation\nif we are unable to consummate our initial business combination. Our sponsor has also waived its right to convert (or sell to us in any\ntender offer) its private shares or any other ordinary shares acquired in our initial public offering or thereafter (although it has\nnot indicated any intention to purchase units in our initial public offering or thereafter), or to receive distributions with respect\nto their private shares upon our liquidation if we are unable to consummate our initial business combination. Accordingly, these securities\nwill be worthless if we do not consummate our initial business combination. In addition, our officers and directors may loan funds to\nus after our initial public offering and may be owed reimbursement for expenses incurred in connection with certain activities on our\nbehalf which would only be repaid if we complete an initial business combination. The personal and financial interests of our directors\nand officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.\nConsequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result\nin a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate\nand in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter\nof Cayman Islands law and we might have a claim against such individuals. However, we might not ultimately be successful in any claim\nwe may make against them for such reason.\n\n** **\n\n**We\nmay only be able to complete one business combination with the proceeds of our initial public offering, which will cause us to be solely\ndependent on a single business which may have a limited number of products or services.**\n\n \n\nWe\nmay only be able to complete one business combination with the proceeds of our initial public offering. By consummating a business combination\nwith only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments.\nFurther, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike\nother entities which may have the resources to complete several business combinations in different industries or different areas of a\nsingle industry. Accordingly, the prospects for our success may be:\n\n \n\n \n●\nsolely dependent upon the\nperformance of a single business, or\n\n \n \n \n\n \n●\ndependent upon the development\nor market acceptance of a single or limited number of products, processes or services.\n\n \n\nThis\nlack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a\nsubstantial adverse impact upon the particular industry in which we may operate subsequent to a business combination.\n\n \n\nAlternatively,\nif we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each\nof such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations,\nwhich may make it more difficult for us, and delay our ability, to complete the business combination. With multiple business combinations,\nwe could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence\ninvestigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations\nand services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks,\nit could negatively impact our profitability and results of operations.\n\n \n\n**The\nability of our public shareholders to exercise their redemption rights or sell their public shares to us in a tender offer may not allow\nus to effectuate the most desirable business combination or optimize our capital structure.**\n\n \n\nIf\nour business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many\npublic shareholders may exercise redemption rights or seek to sell their public shares to us in a tender offer, we may either need to\nreserve part of the trust account for possible payment upon such conversion, or we may need to arrange third party financing to help\nfund our business transaction. In the event that the business combination involves the issuance of our shares as consideration, we may\nbe required to issue a higher percentage of our shares to make up for a shortfall in funds. Raising additional funds to cover any shortfall\nmay involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate\nthe most attractive business combination available to us.\n\n \n\n26\n\n \n\n \n\n**We\nmay be unable to consummate a business combination if a target business requires that we have cash in excess of the minimum amount we\nare required to have at closing and public shareholders may have to remain shareholders of our company and wait until our liquidation\nto receive a pro rata share of the trust account or attempt to sell their shares in the open market.**\n\n \n\nA\npotential target may make it a closing condition to our business combination that we have a minimum amount of cash at the time of closing.\nIf the number of our shareholders electing to exercise their redemption rights or sell their shares to us in a tender offer has the effect\nof reducing the amount of money available to us to consummate a business combination below such minimum amount required by the target\nbusiness and we are not able to locate an alternative source of funding, we will not be able to consummate such business combination\nand we may not be able to locate another suitable target within the applicable time period, if at all. In that case, public shareholders\nmay have to remain shareholders of our company and wait until October 26, 2026 (unless further extended), in order to be able to receive\na *pro rata*portion of the trust account, or attempt to sell their shares in the open market prior to such time, in which case\nthey may receive less than a *pro rata* share of the trust account for their shares and suffer an entire loss on your investment.\n\n \n\n**Our\npublic shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our\ninitial business combination even though a majority of our public shareholders do not support such a combination.**\n\n \n\nWe\nintend to hold a shareholder vote before we consummate our initial business combination. However, if a shareholder vote is not required,\nfor business or legal reasons, we may conduct conversions via a tender offer and not offer our shareholders the opportunity to vote on\na proposed business combination. Accordingly, we may consummate our initial business combination even if holders of a majority of our\npublic shares do not approve of the business combination.\n\n \n\n**In\nconnection with any meeting held to approve an initial business combination, we will offer each public shareholder the option to vote\nin favor of a proposed business combination and still seek conversion of his, her or its public shares, which may make it more likely\nthat we will consummate a business combination.**\n\n \n\nIn\nconnection with any meeting held to approve an initial business combination, we will offer each public shareholder the right to have\nhis, her or its public shares converted to cash (subject to the limitations described elsewhere in this Report) regardless of whether\nsuch shareholder votes for or against such proposed business combination. Accordingly, public shareholders owning shares may exercise\ntheir redemption rights and we could still consummate a proposed business combination so long as a majority of shares voted at the meeting\nare voted in favor of the proposed business combination. This is different than other similarly structured blank check companies where\nshareholders are offered the right to convert their shares only when they vote against a proposed business combination. This is also\ndifferent than other similarly structured blank check companies where there is a specific number of shares sold in the offering which\nmust not exercise redemption rights for the company to complete a business combination. The lack of such a threshold and the ability\nto seek conversion while voting in favor of a proposed business combination may make it more likely that we will consummate our initial\nbusiness combination.\n\n \n\n**In\nconnection with any shareholder meeting called to approve a proposed initial business combination, we may require shareholders who wish\nto convert their public shares to comply with specific requirements for conversion that may make it more difficult for them to exercise\ntheir redemption rights prior to the deadline for exercising their rights.**\n\n \n\nIn\nconnection with any shareholder meeting called to approve a proposed initial business combination, each public shareholder will have\nthe right, regardless of whether it is voting for or against such proposed business combination, to demand that we convert its public\nshares into a share of the trust account. Such conversion will be effectuated under Cayman Islands law and our amended and restated memorandum\nand articles of association as a redemption of the shares, with the redemption price to be paid being the applicable *pro rata*portion\nof the monies held in the trust account. We may require public shareholders who wish to convert their public shares in connection with\na proposed business combination to either tender their certificates (if any) to our transfer agent or to deliver their shares to the\ntransfer agent electronically using the Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal At Custodian) System,\nat the holder’s option, at any time at or prior to the vote taken at the shareholder meeting relating to such business combination.\nIn order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and our transfer agent will\nneed to act to facilitate this request. It is our understanding that shareholders should generally allot at least two weeks to obtain\nphysical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC,\nit may take significantly longer than two weeks to obtain a physical share certificate. It is also our understanding that it takes a\nshort time to deliver shares through the DWAC System. However, this too may not be the case. Accordingly, if it takes longer than we\nanticipate for shareholders to deliver their shares, shareholders who wish to convert may be unable to meet the deadline for exercising\ntheir redemption rights and thus may be unable to convert their shares.\n\n \n\n27\n\n \n\n \n\n**Investors\nmay not have sufficient time to comply with the delivery requirements for conversion.**\n\n \n\nPursuant\nto our amended and restated memorandum and articles of association, we are required to give a minimum of only five days’ notice\nfor each general meeting. As a result, if we require public shareholders who wish to convert their public shares into the right to receive\na *pro rata*portion of the funds in the trust account to comply with specific delivery requirements for conversion, holders may\nnot have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise\ntheir redemption rights and may be forced to retain our securities when they otherwise would not want to.\n\n \n\n**If\nwe require public shareholders who wish to convert their public shares to comply with the delivery requirements for conversion, such\nconverting shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination\nis not approved.**\n\n \n\nIf\nwe require public shareholders who wish to convert their public shares to comply with specific delivery requirements for conversion described\nabove and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public shareholders.\nAccordingly, investors who attempted to convert their shares in such a circumstance will be unable to sell their securities after the\nfailed acquisition until we have returned their securities to them. The market price for our shares may decline during this time and\nyou may not be able to sell your securities when you wish to, even while other shareholders that did not seek conversion may be able\nto sell their securities.\n\n \n\n**Because\nof our limited resources and structure, other companies may have a competitive advantage and we may not be able to consummate an attractive\nbusiness combination.**\n\n \n\nWe\nexpect to encounter intense competition from entities other than blank check companies having a business objective similar to ours, including\nventure capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established\nand have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors\npossess greater technical, human and other resources than we do, and our financial resources will be relatively limited when contrasted\nwith those of many of these competitors. While we believe that there are numerous potential target businesses that we could acquire with\nthe net proceeds of our initial public offering, our ability to compete in acquiring certain sizable target businesses will be limited\nby our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain\ntarget businesses. Furthermore, seeking shareholder approval of a business combination may delay or prevent the consummation of a transaction,\na risk a target business may not be willing to accept. Additionally, our outstanding rights, and the future dilution they potentially\nrepresent, may not be viewed favorably by certain target businesses. Any of the foregoing may place us at a competitive disadvantage\nin successfully negotiating a business combination.\n\n \n\n**Our\ninitial shareholders control a substantial interest in us and thus may influence certain actions requiring a shareholder vote, potentially\nin a manner that you do not support.**\n\n \n\nOur\ninitial shareholders currently own approximately 52.9% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial\ninfluence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our memorandum\nand articles of association. None of our officers, directors, initial shareholders or their affiliates has indicated any intention to\npurchase units in our initial public offering or any units or ordinary shares from persons in the open market or in private transactions\n(other than the private units). However, if our initial shareholders purchase any units in our initial public offering or if our officers,\ndirectors, initial shareholders or their affiliates determine in the future to make such purchases in the open market or in private transactions,\nto the extent permitted by law, in order to assist us in consummating our initial business combination, this will increase their control.\nFactors that would be considered in making such additional purchases would include consideration of the current trading price of our\nordinary shares. In connection with any vote for a proposed business combination, all of our initial shareholders, as well as all of\nour officers and directors, have agreed to vote the ordinary shares owned by them immediately before our initial public offering as well\nas any ordinary shares acquired in our initial public offering or in the aftermarket in favor of such proposed business combination.\n\n \n\n28\n\n \n\n \n\nThere\nis no requirement under the Companies Act for us to hold annual or general meetings to elect directors. Accordingly, shareholders would\nnot have the right to such a meeting or election of directors, unless the holders of not less than 10% of the voting rights of our company\nrequest such a meeting. As a result, it is unlikely that there will be an annual general meeting to elect new directors prior to the\nconsummation of a business combination, in which case all of the current directors will continue in office until at least the consummation\nof the business combination. Accordingly, you may not be able to exercise your voting rights until the consummation of a business combination.\nAccordingly, our initial shareholders will continue to exert control at least until the consummation of a business combination.\n\n \n\n**Because\nwe must furnish our shareholders with financial statements of the target business prepared in accordance with U.S. GAAP or IFRS as issued\nby the IASB or reconciled to U.S. GAAP, we may not be able to complete an initial business combination with some prospective target businesses.**\n\n \n\nWe\nwill be required to provide historical and pro forma financial statement disclosure relating to our target business to our shareholders.\nThese financial statements may be required to be prepared in accordance with, or be reconciled to U.S. GAAP or IFRS, depending on the\ncircumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. The\nfinancial statements may also be required to be prepared in accordance with U.S. GAAP for the Form 8-K announcing the closing of an initial\nbusiness combination, which would need to be filed within four business days after closing. These financial statement requirements may\nlimit the pool of potential target businesses we may acquire.\n\n \n\n**If\nour management following a business combination is unfamiliar with United States securities laws, they may have to expend time and resources\nbecoming familiar with such laws which could lead to various regulatory issues.**\n\n \n\nFollowing\na business combination, our management will likely resign from their positions as officers of the company and the management of the target\nbusiness at the time of the business combination will remain in place. We cannot assure you that management of the target business will\nbe familiar with United States securities laws. If new management is unfamiliar with our laws, they may have to expend time and resources\nbecoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely\naffect our operations.\n\n \n\n**We\nmay reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in\ntaxes imposed on shareholders.**\n\n \n\nWe\nmay, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act (as revised)\nof the Cayman Islands, reincorporate in the jurisdiction in which the target company or business is located. The transaction may require\na shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are\nresident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders\nmay be subject to withholding taxes or other taxes with respect to their ownership of our securities after the reincorporation.\n\n \n\n**If\nrestrictions on repatriation of earnings from the target business’ home jurisdiction to foreign entities are instituted, our business\nfollowing a business combination may be materially negatively affected.**\n\n \n\nIt\nis possible that following an initial business combination, the home jurisdiction of the target business may have restrictions on repatriations\nof earnings or additional restrictions may be imposed in the future. If they were, it could have a material adverse effect on our operations.\n\n** **\n\n29\n\n \n\n** **\n\n**The\nability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business\ncombination targets, which may make it difficult for us to enter into our initial business combination with a target.**\n\n \n\nWe\nmay enter into a transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth\nor a certain amount of cash. If too many public shareholders exercise their redemption rights, we may not be able to meet such closing\ncondition, and as a result, would not be able to proceed with the business combination. Consequently, if accepting all properly submitted\nredemption requests would cause failure to satisfy a closing condition as described above, we would not proceed with such redemption\nand the related business combination and may instead search for an alternate business combination. Prospective targets would be aware\nof these risks and, thus, may be reluctant to enter into our initial business combination transaction with us.\n\n \n\n**The\nability of a large number of our shareholders to exercise redemption rights may not allow us to consummate the most desirable business\ncombination or optimize our capital structure.**\n\n \n\nAt\nthe time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption\nrights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted\nfor redemption. If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater\nportion of the cash in the trust account to redeem such larger number of shares or arrange for additional third-party financing. If the\nacquisition involves the issuance of our shares as consideration, we may be required to issue a higher percentage of our shares to the\ntarget or its shareholders to make up for the failure to satisfy a minimum cash requirement. Raising additional funds to cover any shortfall\nmay involve dilutive equity financing or incurring indebtedness at higher than desirable levels. The above considerations may limit our\nability to complete the most desirable business combination available to us or optimize our capital structure.\n\n \n\n**If\nwe seek shareholder approval of our initial business combination, all of our existing shareholders, including all of our officers and\ndirectors, have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.**\n\n \n\nPursuant\nto the letter agreement, our initial shareholders, officers and directors have agreed to vote the initial shares owned by them in\nfavor of our initial business combination. The holders of the representative shares also have agreed, among other things, to vote\ntheir representative shares in favor of any proposed business combination. As a result, if we sought shareholder approval of a\nproposed transaction, we would not require any additional votes from public shareholders in favor of the transaction in order to\nhave such transaction approved (assuming that all issued and outstanding shares are voted and that the insiders do not purchase any\nunits or shares in the after-market).\n\n \n\n**You\nwill not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your\ninvestment, therefore, you may be forced to sell your public shares, potentially at a loss.**\n\n \n\nOur\npublic shareholders shall be entitled to receive funds from the trust account only in the event of a redemption to public shareholders\nprior to any winding up in the event we do not consummate our initial business combination or our liquidation, if they redeem their shares\nin connection with an initial business combination that we consummate or if we seek to amend our memorandum and articles of association\nto affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business\ncombination by October 26, 2026 (unless further extended). In no other circumstances will a shareholder have any right or interest of\nany kind to the funds in the trust account. Holders of rights will not have any right to the proceeds held in the trust account with\nrespect to the rights. Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.\n\n** **\n\n30\n\n \n\n** **\n\n**We\nmay be limited to the funds held outside of the trust account to fund our search for target businesses, to pay our tax obligations and\nexpenses, to operate before our initial business combination, and to complete our initial business combination.**\n\n \n\nFollowing\nthe closing of our initial public offering, $2,069,000 of the net proceeds was released to us and will fund our future working capital\nneeds. The funds available to us outside of the trust account may not be sufficient to allow us to structure, negotiate or close our\ninitial business combination, pay our expenses, or to operate for at least until October 26, 2026 (unless further extended), assuming\nthat our initial business combination is not consummated during that time. Of the funds available to us, we could use a portion of the\nfunds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the\nfunds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses\nfrom “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect\nto a particular proposed business combination, although we do not have any current intention to do so. If we are unable to fund such\ndown payments or “no shop” provisions, our ability to close a contemplated transaction could be impaired. Furthermore, if\nwe entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required\nto forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for,\nor conduct due diligence with respect to, a target business. In such event, we would need to borrow funds from our insiders, officers,\nor directors to operate or may be forced to liquidate. Our insiders, officers and directors are under no obligation to loan us any funds.\nIf we are unable to obtain the funds necessary, we may be forced to cease searching for a target business and may be unable to complete\nour initial business combination. If we are unable to complete our initial business combination, our public shareholders may only receive\na pro rata portion of the amount then in the trust account (which may be less than $10.00 per share) on our redemption.\n\n \n\n**Subsequent\nto our consummation of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment\nor other charges.**\n\n \n\nEven\nif we conduct thorough due diligence on a target business with which we combine, this diligence may not surface all material issues that\nmay be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount\nof due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these\nfactors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that\ncould result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and\npreviously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be\nnon-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to\nnegative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other\ncovenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining\npost-combination debt financing.\n\n \n\n**Our\ndirectors may decide not to enforce indemnification obligations against our sponsor, resulting in a reduction in the amount of funds\nin the trust account available for distribution to our public shareholders.**\n\n \n\nIn\nthe event that the proceeds in the trust account are reduced below $10.00 per share and our sponsor asserts that it is unable to satisfy\nits obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine\non our behalf whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect\nthat our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to\nus, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.\nIf our independent directors choose not to enforce these indemnification obligations on our behalf, the amount of funds in the trust\naccount available for distribution to our public shareholders may be reduced below $10.00 per share.\n\n \n\n31\n\n \n\n \n\n**The\nconversion of the promissory notes upon consummation of our business combination into private units may have an adverse effect on the\nmarket price of our ordinary shares and make it more difficult to effect a business combination.**\n\n \n\nIn\norder to meet our working capital needs following the consummation of our initial public offering until completion of an initial business\ncombination or to extend the period of time to consummate a business combination, our initial shareholders, officers and directors or\ntheir affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable\nin their sole discretion. Each loan would be evidenced by a promissory note. The promissory note would either be paid upon consummation\nof our initial business combination, without interest, or, at the lender’s discretion, up to $300,000 of the promissory note may\nbe converted upon consummation of our business combination into private units at a price of $10.00 per unit. As such, each promissory\nnote will result in the issuance of 30,000 private units that will result in the issuance of up to an additional 33,333 ordinary shares.\n\n \n\nOn\nOctober 28, 2024, we issued an unsecured promissory note to the sponsor, pursuant to which we may borrow up to an aggregate principal\namount of $300,000 (the “Working Capital Loan Note”). The Working Capital Loan Note is non-interest-bearing and payable on\nthe consummation of the initial business combination or converted upon consummation of the business combination into additional private\nunits at a price of $10.00 per unit. On July 29, 2025, we entered into a Letter Agreement to the Working Capital Loan Note (the “Letter\nAgreement”) with the sponsor, pursuant to which we and the sponsor agreed to terminate the Working Capital Loan Note and confirmed\nthat the outstanding amount that we borrowed under the Promissory Note was $nil.\n\n \n\nOn\nOctober 22, 2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with\nWilmington Trust National Association. Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial\nbusiness combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000\nfor all remaining public shares for each one-month extension. On October 23, 2025, we issued an unsecured promissory note in the aggregate\nprincipal amount of $75,000 (the “Note”) to the sponsor, in exchange for its depositing such amount into the our trust account\nin order to extend the amount of time we have available to complete the business combination. The Note does not bear interest and matures\nupon the closing of our business combination. In addition, the Note may be converted by the holder into units identical to the units\nissued in our initial public offering at a price of $10.00 per unit.\n\n \n\nIn\naddition, the potential for the issuance of a substantial number of additional shares upon conversion of the rights could make us a less\nattractive acquisition vehicle in the eyes of a target business. Such securities, when converted, will increase the number of issued\nand outstanding ordinary shares and reduce the value of the shares issued to complete the business combination. Accordingly, our rights\nmay make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. Additionally,\nthe sale, or even the possibility of sale, of the shares underlying the rights could have an adverse effect on the market price for our\nsecurities or on our ability to obtain future financing. If to the extent these rights are converted, you may experience dilution to\nyour holdings.\n\n \n\n**If\nour shareholders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price\nof our ordinary shares and the existence of these rights may make it more difficult to effect a business combination.**\n\n \n\nOur\ninitial shareholders are entitled to make a demand that we register the resale of their initial shares at any time commencing three months\nprior to the date on which their shares may be released from escrow. Additionally, the purchasers of the private units and our initial\nshareholders, officers and directors are entitled to demand that we register the resale of the 206,900 ordinary shares underlying the\nprivate units, 19,340 ordinary shares underlying the private rights and any securities our initial shareholders, officers, directors\nor their affiliates may be issued in payment of working capital loans or loans to extend our life made to us at any time after we consummate\na business combination. The presence of these additional securities trading in the public market may have an adverse effect on the market\nprice of our securities. In addition, the existence of these rights may make it more difficult to effectuate a business combination or\nincrease the cost of acquiring the target business, as the shareholders of the target business may be discouraged from entering into\na business combination with us or will request a higher price for their securities because of the potential effect the exercise of such\nrights may have on the trading market for our ordinary shares.\n\n \n\n32\n\n \n\n \n\n**If\nwe were deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements\nand our activities may be restricted, which may make it difficult for us to complete a business combination.**\n\n \n\nOn\nJanuary 24, 2024, the SEC adopted final rules (the “SPAC Final Rules”) relating to, among other items, enhancing disclosures\nin business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable\nto transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business\ncombination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and\nthe extent to which SPACs could become subject to regulation under the Investment Company Act. The SPAC Final Rules were published in\nthe Federal Register on February 26, 2024 and became effective on July 1, 2024.\n\n \n\nInstead\nof adopting a safe harbor from the “investment company” definition under section 3(a)(1)(A) of the Investment Company Act,\nthe SPAC Final Rules provide that whether a SPAC is an “investment company” under the Investment Company Act is based on\nparticular facts and circumstances. A specific duration period of a SPAC is not the sole determinant, but one of the long-standing factors\nto consider in determination of a SPAC’s status under the Investment Company Act. A SPAC could be deemed as an investment company\nat any stage of its operation. The determination of a SPAC’s status as an investment company includes analysis of multiple facts\nand circumstances, including but not limited to, the nature of SPAC assets and income, the activities of the SPAC’s officers, directors\nand employees, the duration of a SPAC, the manner a SPAC holding itself out to investors, and the merging with an investment company.\n\n \n\nWe\ndo not believe that our anticipated principal activities will subject us to the Investment Company Act. The funds in the trust account\nare held only in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity\nof 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7\nunder the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will\nmeet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. However, it is possible that\na claim could be made that we have been operating as an unregistered investment company. See “—To mitigate the risk that\nwe might be deemed to be an investment company for purposes of the Investment Company Act, we may determine, in our discretion, to liquidate\nthe securities held in the trust account and instead hold all funds in the trust account in an interest bearing bank demand deposit account,\nwhich may earn less interest than we otherwise would have if the trust account had remained invested in U.S. government securities or\nmoney market funds.” If we were deemed to be an investment company under the Investment Company Act, our activities would be severely\nrestricted. In addition, we would be subject to burdensome compliance requirements, which would require additional expenses for which\nwe have not allotted funds and may hinder our ability to complete a business combination. As a result, unless we are able to modify our\nactivities so that we would not be deemed an investment company, we may be unable to consummate the initial business combination and\ninstead be required to conduct a liquidation. If we were required to liquidate, our investors would not be able to realize the benefits\nof owning shares in a successor operating business, including the potential appreciation in the value of our securities following such\na transaction, and the public rights would expire worthless.\n\n \n\n**To\nmitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may determine, in\nour discretion, to liquidate the securities held in the trust account and instead hold all funds in the trust account in an interest\nbearing bank demand deposit account, which may earn less interest than we otherwise would have if the trust account had remained invested\nin U.S. government securities or money market funds.**\n\n \n\nFollowing\nthe consummation of our initial public offering, the funds in the trust account are held only in U.S. government securities within the\nmeaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in money market funds investing\nsolely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, as noted\nabove, one of the factors the SEC identified as relevant to the determination of whether a SPAC which holds securities could potentially\nbe deemed an “investment company” under the Investment Company Act is the SPAC’s duration. To mitigate the risk of\nus being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment\nCompany Act) and thus subject to the regulations under the Investment Company Act, we may determine, in our discretion, to liquidate\nthe securities held in the trust account and instead hold all funds in the trust account in an interest-bearing bank demand deposit account,\nwhich may earn less interest than we otherwise would have if the trust account had remained invested in U.S. government securities or\nmoney market funds.\n\n \n\n33\n\n \n\n \n\n**We\nmay not seek an opinion from an unaffiliated third party as to the fair market value of the target business we acquire.**\n\n \n\nWe\nare not required to obtain an opinion from an unaffiliated third party that the target business we select has a fair market value in\nexcess of at least 80% of the balance of the trust account (excluding any deferred underwriting discounts and commissions and taxes payable\non the income earned on the trust account) unless our board of directors cannot make such determination on its own. We are also not required\nto obtain an opinion from an unaffiliated third party indicating that the price we are paying is fair to our shareholders from a financial\npoint of view unless the target is affiliated with our officers, directors, initial shareholders or their affiliates. If no opinion is\nobtained, our shareholders will be relying on the judgment of our board of directors, whose collective experience in business evaluations\nfor blank check companies like ours is not significant. Furthermore, our directors may have a conflict of interest in analyzing the transaction\ndue to their personal and financial interests.\n\n \n\n**We\nmay acquire a target business that is affiliated with our officers, directors, initial shareholders or their affiliates.**\n\n \n\nWhile\nwe do not currently intend to pursue an initial business combination with a company that is affiliated with our officers, directors,\ninitial shareholders or their affiliates, we are not prohibited from pursuing such a transaction, nor are we prohibited from consummating\na business combination where any of our officers, directors, initial shareholders or their affiliates acquire a minority interest in\nthe target business alongside our acquisition, provided in each case we obtain an opinion from an unaffiliated third party indicating\nthat the price we are paying is fair to our shareholders from a financial point of view. These affiliations could cause our officers\nor directors to have a conflict of interest in analyzing such transactions due to their personal and financial interests.\n\n \n\n**A\nmarket for our securities may not develop, which would adversely affect the liquidity and price of our securities.**\n\n \n\nThe\nprice of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions.\nFurthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable\nto sell your securities unless a market can be established and sustained.\n\n \n\n**Resources\ncould be wasted in researching acquisitions that are not consummated.**\n\n \n\nWe\nanticipate that the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements,\ndisclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants,\nattorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the\nproposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we\nmay fail to consummate our initial business combination for any number of reasons including those beyond our control. Any such event\nwill result in a loss to us of the related costs incurred, which could materially adversely affect subsequent attempts to locate and\nacquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only\nreceive $10.00 per share or even less (whether or not the underwriters’ over-allotment option is exercised in full) on our redemption,\nand our rights will expire worthless.\n\n \n\n**We\nmay attempt to consummate our initial business combination with a private company about which little information is available.**\n\n \n\nIn\npursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. By definition,\nvery little public information exists about private companies, and we could be required to make our decision on whether to pursue a potential\ninitial business combination on the basis of limited information, which may result in our initial business combination with a company\nthat is not as profitable as we suspected, if at all.\n\n \n\n34\n\n \n\n \n\n**We\nmay not be able to maintain control of a target business after our initial business combination.**\n\n \n\nWe\nmay structure our initial business combination to acquire less than 100% of the equity interests or assets of a target business, but\nwe will only consummate such business combination if we will become the majority shareholder of the target (or control the target through\ncontractual arrangements in limited circumstances for regulatory compliance purposes) or are otherwise not required to register as an\ninvestment company under the Investment Company Act or to the extent permitted by law we may acquire interests in a variable interest\nentity, in which we may have less than a majority of the voting rights in such entity, but in which we are the primary beneficiary. Even\nthough we may own a majority interest in the target, our shareholders prior to the business combination may collectively own a minority\ninterest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination\ntransaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the\noutstanding capital stock of a target. In this case, we acquire a 100% controlling interest in the target. However, as a result of the\nissuance of a substantial number of new shares, our shareholders immediately prior to such transaction could own less than a majority\nof our outstanding shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings\nresulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly,\nthis may make it more likely that we will not be able to maintain our control of the target business.\n\n \n\n**Risks\nRelating to Our Securities**\n\n \n\n**The\nvalue of the initial shares following completion of our initial business combination is likely to be substantially higher than the nominal\nprice paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.**\n\n \n\nUpon\nthe closing of our initial public offering and the full exercise of the underwriter’s over-allotment option, our initial shareholders\ninvested in us an aggregate of $2,094,000, comprised of the $25,000 purchase price for the initial shares and the $2,069,000 purchase\nprice for the private units. Assuming a trading price of $10.00 per share upon consummation of our initial business combination, the\n1,725,000 initial shares would have an aggregate implied value of $17,250,000. Even if the trading price of our ordinary shares were\nas low as approximately $1.07 per share, the value of the initial shares would be approximately equal to the initial shareholders’\ninitial investment in us. As a result, our initial shareholders are likely to be able to make a substantial profit on the investment\nin us at a time when our public shares have lost significant value (whether because of a substantial amount of redemptions of our public\nshares or any other reason). Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business\ncombination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price\nfor the founder shares as our public shareholders paid for their public shares.\n\n \n\n**The\nnominal purchase price paid by our initial shareholders for the initial shares may significantly dilute the implied value of your public\nshares in the event we consummate an initial business combination.**\n\n \n\nWhile\nwe offered our units at an offering price of $10.00 per unit and the amount in our trust account was initially $10.00 per public share,\nimplying an initial value of $10.00 per public share, our initial shareholders paid only a nominal aggregate purchase price of $25,000\nfor the 1,725,000 initial shares, or approximately $0.014 per share. As a result, the value of your public shares may be significantly\ndiluted in the event we consummate an initial business combination. Note that redemptions of our public shares in connection with our\ninitial business combination would further reduce the implied value of our ordinary shares.\n\n \n\nFurthermore,\nas our initial shareholders acquired their initial shares at a nominal price, they are likely to make a substantial profit on its investment\nin us even if we select and consummate an initial business combination that causes the trading price of our ordinary shares to decline,\nwhile our public shareholders who purchased our securities could lose significant value in their public shares. Our initial shareholders\nmay therefore be economically incentivized to consummate an initial business combination with a riskier, weaker-performing or less-established\ntarget business than would be the case if our initial shareholders had paid the same per share price for the founder shares as our public\nshareholders paid for their public shares.\n\n \n\n35\n\n \n\n \n\n**We\nmay issue additional ordinary or preferred shares or debt securities to complete a business combination, which would reduce the equity\ninterest of our shareholders and likely cause a change in control of our ownership.**\n\n \n\nOur\namended and restated memorandum and articles of association currently authorize the issuance of 500,000,000 shares of a single class\neach with par value of $0.0001. We may issue a substantial number of additional ordinary shares or preferred shares or debt securities,\nor a combination of thereof, to complete a business combination. The issuance of additional ordinary shares or preferred shares:\n\n \n\n \n●\nmay significantly reduce\nthe equity interest of investors in our initial public offering;\n\n \n \n \n\n \n●\nmay subordinate the rights\nof holders of ordinary shares if we issue preferred shares with rights senior to those afforded to our ordinary shares;\n\n \n \n \n\n \n●\nmay cause a change in control\nif a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating\nloss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;\n\n \n \n \n\n \n●\nmay have the effect of\ndelaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control\nof us; and\n\n \n \n \n\n \n●\nmay adversely affect prevailing\nmarket prices for our ordinary shares.\n\n \n\nSimilarly,\nif we issue debt securities, it could result in:\n\n \n\n \n●\ndefault and foreclosure\non our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;\n\n \n \n \n\n \n●\nacceleration of our obligations\nto repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require\nthe maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;\n\n \n \n \n\n \n●\nour immediate payment of\nall principal and accrued interest, if any, if the debt security is payable on demand;\n\n \n \n \n\n \n●\nour inability to obtain\nnecessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the\ndebt security is outstanding.\n\n \n \n \n\n \n●\nour inability to pay dividends\non our ordinary shares;\n\n \n \n \n\n \n●\nusing a substantial portion\nof our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares\nif declared, expenses, capital expenditures, acquisitions and other general corporate purposes;\n\n \n \n \n\n \n●\nlimitations on our flexibility\nin planning for and reacting to changes in our business and in the industry in which we operate;\n\n \n \n \n\n \n●\nincreased vulnerability\nto adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;\n\n \n \n \n\n \n●\nlimitations on our ability\nto borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy\nand other purposes; and\n\n \n \n \n\n \n●\nother disadvantages compared\nto our competitors who have less debt.\n\n** **\n\n36\n\n \n\n** **\n\n**Holders\nof rights will not have redemption rights if we are unable to complete an initial business combination within the required time period.**\n\n \n\nIf\nwe are unable to complete an initial business combination within the required time period and we redeem the funds held in the trust account,\nthe rights will expire and holders will not receive any of such proceeds with respect to the rights.\n\n \n\n**We\nhave no obligation to net cash settle the rights.**\n\n \n\nIn\nno event will we have any obligation to net cash settle the rights. Accordingly, the rights may expire worthless.\n\n \n\n**If\na public holder fails to receive notice of our offer to redeem our ordinary shares in connection with our initial business combination,\nor fails to comply with the procedures for tendering its shares, such shares may not be redeemed.**\n\n \n\nWe\nwill comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business\ncombination. Despite our compliance with these rules, if a public holder fails to receive our tender offer or proxy materials, as applicable,\nsuch public holder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents,\nas applicable, that we will furnish to holders of our ordinary shares in connection with our initial business combination will describe\nthe various procedures that must be complied with in order to validly tender or redeem ordinary shares. For example, we may require our\npublic holders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”\nto either deliver their stock certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to\nsuch holders, or prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials,\nor to deliver their shares to the transfer agent electronically. In the event that a public holder fails to comply with these or any\nother procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.\n\n** **\n\n**We\nmay amend the terms of the rights in a way that may be adverse to holders with the approval by the holders of a majority of the then\noutstanding rights.**\n\n \n\nOur\nrights will be issued in registered form under a rights agreement between VStock, as rights agent, and us. The rights agreement provides\nthat the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any defective provision.\nThe rights agreement requires the approval by the holders of a majority of the then outstanding rights in order to make any change that\nadversely affects the interests of the registered holders.\n\n \n\n**Our\nrights agreement designates the courts of the State of New York or the United States District Court for the Southern District of New\nYork as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our rights, which\ncould limit the ability of rights holders to obtain a favorable judicial forum for disputes with our company.**\n\n \n\nOur\nrights agreement provides that, subject to applicable law, (1) any action, proceeding or claim against us arising out of or relating\nin any way to the rights agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New\nYork or the United States District Court for the Southern District of New York, and (2) that we irrevocably submit to such jurisdiction,\nwhich jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive\njurisdiction and that such courts represent an inconvenient forum.\n\n \n\nNotwithstanding\nthe foregoing, these provisions of the rights agreement will not apply to suits brought to enforce any liability or duty created by the\nExchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.\nAny person or entity purchasing or otherwise acquiring any interest in any of our rights shall be deemed to have notice of and to have\nconsented to the forum provisions in our rights agreement. If any action, the subject matter of which is within the scope the forum provisions\nof the rights agreement, is filed in a court other than a court of the State of New York or the United States District Court for the\nSouthern District of New York (a “foreign action”) in the name of any holder of our rights, such holder shall be deemed to\nhave consented to: (1) the personal jurisdiction of the state and federal courts located in the State of New York in connection with\nany action brought in any such court to enforce the forum provisions (an “enforcement action”), and (2) having service of\nprocess made upon such rights holder in any such enforcement action by service upon such rights holder’s counsel in the foreign\naction as agent for such rights holder.\n\n \n\n37\n\n \n\n \n\nThis\nchoice-of-forum provision may limit a rights holder’s ability to bring a claim in a judicial forum that it finds favorable for\ndisputes with our company, including by increasing the cost of such lawsuits to a rights holder, which may discourage such lawsuits.\nAlternatively, if a court were to find this provision of our rights agreement inapplicable or unenforceable with respect to one or more\nof the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions,\nwhich could materially and adversely affect our business, financial condition and results of operations and result in a diversion of\nthe time and resources of our management and board of directors.\n\n \n\n**An\ninvestment in our units may involve adverse U.S. federal income tax consequences.**\n\n \n\nAn\ninvestment in our units may involve adverse U.S. federal income tax consequences. For instance, there is a risk that an investor’s\nentitlement to receive payments in excess of the investor’s initial tax basis in our ordinary shares upon exercise of the investor’s\nconversion right or upon our liquidation of the trust account will result in constructive income to the investor, which could affect\nthe timing and character of income recognition and result in U.S. federal income tax liability to the investor without the investor’s\nreceipt of cash from us. Furthermore, because there are no authorities that directly address instruments similar to our units, the allocation\nan investor makes with respect to the purchase price of the unit between the ordinary shares and rights included in the units could be\nchallenged by the U.S. Internal Revenue Service (the “IRS”), or the courts.\n\n \n\nWe\nhave also not sought a ruling from the IRS as to any U.S. federal income tax consequences described in this Report. The IRS may disagree\nwith the descriptions of U.S. federal income tax consequences described herein, and its determination may be upheld by a court. Any such\ndetermination could subject an investor or our company to adverse U.S. federal income tax consequences that would be different than those\ndescribed in this Report. Accordingly, each prospective investor is urged to consult a tax advisor with respect to the specific tax consequences\nof the acquisition, ownership and disposition of our securities, including the applicability and effect of state, local, or foreign tax\nlaws, as well as U.S. federal tax laws.\n\n** **\n\n**We\nmay qualify as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors.**\n\n \n\nIn\ngeneral, we will be treated as a passive foreign investment company (“PFIC”) for any taxable year in which either (1) at\nleast 75% of our gross income (looking through certain 25% or more-owned corporate subsidiaries) is passive income or (2) at least 50%\nof the average value of our assets (looking through certain 25% or more-owned corporate subsidiaries) is attributable to assets that\nproduce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest,\nrents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion\nthereof) that is included in the holding period of a U.S. Holder of our securities, the U.S. Holder may be subject to increased U.S.\nfederal income tax liability and may be subject to additional reporting requirements. Our actual PFIC status for our current taxable\nyear may depend on whether we qualify for the PFIC start-up exception. Our actual PFIC status for any taxable year, however, will not\nbe determinable until after the end of such taxable year (or after the end of the start-up period, if later). Accordingly, there can\nbe no assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. If we determine we\nare a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC\nAnnual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election,\nbut there can be no assurance that we will timely provide such required information. A U.S. Holder may also mitigate the adverse tax\nconsequences by timely making a mark-to-market election with respect to our ordinary shares. We urge U.S. Holders to consult their own\ntax advisors regarding the possible application and consequences of the PFIC rules and the availability of such elections.\n\n \n\n**Our\ninitial business combination or transactions relating thereto may result in taxes imposed on us and our shareholders.**\n\n \n\nWe\nmay, in connection with our initial business combination and subject to requisite shareholder approval by special resolution under the\nCompanies Act, merge or otherwise combine with another company, or transfer by way of continuation to the jurisdiction in which the target\ncompany or business is located or another jurisdiction. A shareholder may be required to recognize taxable income or gain with respect\nto our business combination or transactions relating thereto in the jurisdiction in which the shareholder is a tax resident (or in which\nits members are resident if it is a tax transparent entity) or in which the target company is located. In the event of a transfer by\nway of continuation or merger, tax liability may attach prior to any consummation of redemptions of our ordinary shares.\n\n \n\n38\n\n \n\n \n\nIn\naddition, we could be treated as a tax resident in the jurisdiction in which the target company or business is located, which could result\nin adverse tax consequences to us (e.g., taxation on our worldwide income in such jurisdiction) and to our shareholders (e.g., withholding\ntaxes on dividends and taxation of disposition gains). We may effect a business combination with a target company that has business operations\nin multiple jurisdictions, which could subject us to significant income, withholding and other tax obligations in a number of jurisdictions\nwith respect to income, operations and subsidiaries related to those jurisdictions.\n\n \n\n**Nasdaq\nmay delist our securities from trading on its exchange which could limit investors’ ability to make transactions in our securities\nand subject us to additional trading restrictions.**\n\n \n\nOur\nsecurities are currently listed on the Nasdaq Global Market, a national securities exchange. Although we currently meet the continued\nlisting standards of Nasdaq, we cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to\nan initial business combination. Additionally, in connection with our initial business combination, it is likely that Nasdaq will require\nus to file a new initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing\nrequirements. We cannot assure you that we will be able to meet those initial listing requirements at that time.\n\n \n\nIf\nNasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:\n\n \n\n \n●\na limited availability\nof market quotations for our securities;\n\n \n \n \n\n \n●\nreduced liquidity with\nrespect to our securities;\n\n \n \n \n\n \n●\na determination that our\nordinary shares are “penny stock” which will require brokers trading in our ordinary shares to adhere to more stringent\nrules, possibly resulting in a reduced level of trading activity in the secondary trading market for our ordinary shares;\n\n \n \n \n\n \n●\na limited amount of news\nand analyst coverage for our company; and\n\n \n \n \n\n \n●\na decreased ability to\nissue additional securities or obtain additional financing in the future.\n\n** **\n\n**General\nRisk Factors**\n\n \n\n**Past\nperformance by our management team and our sponsor may not be indicative of future performance of an investment in us.**\n\n \n\nInformation\nregarding performance by, or businesses associated with our management team and our sponsor and its affiliates is presented for informational\npurposes only. Past performance by our management team and our sponsor is not a guarantee either (1) of success with respect to any business\ncombination we may consummate or (2) that we will be able to locate a suitable candidate for our initial business combination. You should\nnot rely on the historical record of our management team’s or our sponsor’s respective performance as indicative of our future\nperformance of an investment in us or the returns we will, or are likely to, generate going forward. Furthermore, an investment in us\nis not an investment in our sponsor or its affiliates.\n\n \n\n**We\nare a newly formed blank check company with no operating history and no revenues, and, accordingly, you will not have any basis on which\nto evaluate our ability to achieve our business objective.**\n\n \n\nWe\nare a newly formed blank check company with no operating results to date. Therefore, our ability to commence operations is dependent\nupon obtaining financing through the public offering of our securities. Since we do not have an operating history, you will have no basis\nupon which to evaluate our ability to achieve our business objective, which is to acquire an operating business. We will not generate\nany revenues until, at the earliest, after the consummation of a business combination.\n\n \n\n39\n\n \n\n \n\nFurther,\nour sponsor is predominantly controlled by a PRC national. Given that our executive officers and directors and the majority shareholder\nof our sponsor have ties to the PRC and/or Hong Kong and are located in Hong Kong and/or the PRC, these ties may make it more difficult\nfor us to complete an initial business combination with a target company outside of the PRC or Hong Kong, and which may therefore, make\nit more likely that we will need to target a business combination with a target company located in the PRC or Hong Kong. We may be a\nless attractive partner to non-PRC or non-Hong Kong-based target companies as compared to a non-PRC or non-Hong Kong based SPAC. Therefore,\nit may be more difficult for us to complete an initial business combination with a target company that is based outside of the PRC or\nHong Kong.\n\n \n\n**Our\nindependent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about\nour ability to continue as a “going concern.”**\n\n \n\nWe\ninitially have 15 months from the consummation of our initial public offering to consummate the initial business combination. On October\n22, 2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington\nTrust National Association. Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial business\ncombination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000 for all\nremaining public shares for each one-month extension. If we do not complete a business combination by October 26, 2026 (unless further\nextended), we will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum\nand articles of association. As a result, this has the same effect as if we had formally gone through a voluntary liquidation procedure\nunder the Companies Act (As Revised) of the Cayman Islands. Accordingly, no vote would be required from our shareholders to commence\nsuch a voluntary winding up, dissolution and liquidation. If we are unable to consummate our initial business combination by October\n26, 2026 (unless further extended), we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our\noutstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest\nearned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, we may\nnot be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders.\nIn the event of dissolution and liquidation, our warrants and rights will expire and will be worthless.\n\n** **\n\n**Because\nwe are incorporated under the laws of the Cayman Islands, and most of our executive officers and directors are located outside the United\nStates, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal or state\ncourts may be limited.**\n\n \n\nWe\nare an exempted company incorporated under the laws of the Cayman Islands. In addition, most of our executive officers and directors\nare located outside of the United States and are nationals or residents of jurisdictions other than the United States, and most or a\nsubstantial portion of their assets are located outside of the United States. Mr. Sam Zheng Sun, our chairman and chief executive officer,\nis a USA passport holder; Mr. Kenneth Lam, our chief financial officer and director, is a United Kingdom passport holder; Ms. Jiayi Liang,\nour chief operating officer, is a PRC passport holder; Mr. Shaoke Li, our independent director, is a PRC passport holder; Ms. Longjiao\nLi, our independent director, is a PRC passport holder; Mr. Chi Zhang, our independent director, is a PRC passport holder; and Mr. Xunyong\nZhou, our director, is a PRC passport holder.\n\n \n\nAs\na result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce\njudgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities\nlaws of the United States or any state in the United States. A judgment of a United States court for civil liabilities predicated upon\nthe federal securities laws of the United States may not be enforceable in or recognized by the courts of the jurisdictions where our\ndirectors and officers reside, and the judicial recognition process may be time-consuming. It may be difficult for you to enforce judgments\nobtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors.\n\n \n\nWe\nhave appointed Cogency Global Inc., 122 East 42nd Street, 18th Floor New York, NY 10168 as our agent to receive\nservice of process with respect to any action brought against us in the state or federal courts of the United States in connection with\nour initial public offering under the securities laws of the United States.\n\n \n\n40\n\n \n\n \n\nOur\ncorporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same\nmay be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action\nagainst the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are\nto a large extent governed by the Companies Act and common law of the Cayman Islands. The common law of the Cayman Islands is derived\nin part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, and whilst the decisions\nof the English courts are of persuasive authority, they are not binding on a court in the Cayman Islands. The rights of our shareholders\nand the fiduciary duties of our directors under Cayman Islands law are different from statutes or judicial precedent in some jurisdictions\nin the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States,\nand some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman\nIslands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.\n\n \n\nWe\nhave been advised by our Cayman Islands legal counsel that there is uncertainty as to whether the courts of the Cayman Islands would:\n\n \n\n \n●\nrecognize or enforce against\nus judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; and\n\n \n●\nentertain original actions\nbrought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United\nStates or any state in the United States.\n\n \n\nThere\nis no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands\nwill in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated\nupon, provided such judgment:\n\n \n\n \n(1)\nis given by a foreign court\nof competent jurisdiction;\n\n \n \n \n\n \n(2)\nimposes on the judgment\ndebtor a liability to pay a liquidated sum for which the judgment has been given;\n\n \n \n \n\n \n(3)\nis final;\n\n \n \n \n\n \n(4)\nis not in respect of taxes,\na fine or a penalty;\n\n \n \n \n\n \n(5)\nwas not obtained by fraud;\nand\n\n \n \n \n\n \n(6)\nis not of a kind the enforcement\nof which is contrary to natural justice or the public policy of the Cayman Islands.\n\n \n\nSubject\nto the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of\nfinal foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.\n\n \n\nAs\na result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken\nby management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States\ncompany.\n\n \n\n**You\nwill not be entitled to protections normally afforded to investors of blank check companies.**\n\n \n\nSince\nthe net proceeds of our initial public offering are intended to be used to complete a business combination with a target business that\nhas not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However,\nsince we had net tangible assets in excess of $5,000,000 upon the consummation of our initial public offering and we filed a Current\nReport on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect\ninvestors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those\nrules which would, for example, completely restrict the transferability of our securities, restrict the use of interest earned on the\nfunds held in the trust account and require us to complete a business combination by October 26, 2026 (unless further extended). Because\nwe are not subject to Rule 419, our units will be immediately tradable, we will be entitled to withdraw amounts from the funds held in\nthe trust account prior to the completion of a business combination and we may have more time to complete an initial business combination.\n\n \n\n41\n\n \n\n \n\n**We\nare an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth\ncompanies will make our securities less attractive to investors.**\n\n \n\nWe\nare an “emerging growth company,” as defined in the JOBS Act. We will remain an “emerging growth company” for\nup to five years. However, if within a three-year period, we issue non-convertible debt exceeding $1.0 billion or generate revenues exceeding\n$1.235 billion, or the market value of our ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the\nsecond fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an\nemerging growth company, we are not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley\nAct, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and we are\nexempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute\npayments not previously approved.\n\n \n\nFurther,\nSection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting\nstandards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do\nnot have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting\nstandards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements\nthat apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such\nextended transition period which means that when a standard is issued or revised and it has different application dates for public or\nprivate companies, we, as an emerging growth company, will not adopt the new or revised standard until the time private companies are\nrequired to adopt the new or revised standard. This may make comparison of our financial statements with another public company which\nis neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult\nor impossible because of the potential differences in accountant standards used. We cannot predict if investors will find our shares\nless attractive because we may rely on these provisions. If some investors find our shares less attractive as a result, there may be\na less active trading market for our shares and our share price may be more volatile.\n\n \n\nAdditionally,\nwe are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take\nadvantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.\nWe will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares\nheld by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed\nfiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. To the extent\nwe take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies\ndifficult or impossible.\n\n \n\n**Compliance\nwith the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources and may increase the time and costs of\ncompleting an acquisition.**\n\n \n\nSection\n404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and report on our system of internal controls and may require us to have\nsuch system audited by an independent registered public accounting firm. If we fail to maintain the adequacy of our internal controls,\nwe could be subject to regulatory scrutiny, civil or criminal penalties and/or shareholder litigation. Any inability to provide reliable\nfinancial reports could harm our business. A target business may also not be in compliance with the provisions of the Sarbanes-Oxley\nAct regarding the adequacy of internal controls. The development of the internal controls of any such entity to achieve compliance with\nthe Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. Furthermore, any failure to implement\nrequired new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes\nand reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal\ncontrols could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the\ntrading price of our securities.\n\n \n\n42\n\n \n\n \n\n**Cyber\nincidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.**\n\n \n\nWe\ndepend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of\nthird parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,\nor the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary\ninformation and sensitive or confidential data. As an early-stage company without significant investments in data security protection,\nwe may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or\nto investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of\nthem, could have adverse consequences on our business and lead to financial loss.\n\n \n\n**Risks\nAssociated with Acquiring and Operating a Business in Foreign Countries**\n\n \n\n**We\nmay effect a business combination with a company located outside of the United States and if we do, we would be subject to a variety\nof additional risks that may negatively impact our business operations and financial results.**\n\n \n\nIf\nwe consummate a business combination with a target business located outside of the United States, we would be subject to any special\nconsiderations or risks associated with companies operating in the target business’ governing jurisdiction, including any of the\nfollowing:\n\n \n\n \n●\nrules and regulations or\ncurrency redemption or corporate withholding taxes on individuals;\n\n \n \n \n\n \n●\ntariffs and trade barriers;\n\n \n\n \n●\nregulations related to\ncustoms and import/export matters;\n\n \n \n \n\n \n●\nlonger payment cycles than\nin the United States;\n\n \n \n \n\n \n●\ninflation;\n\n \n \n \n\n \n●\neconomic policies and market\nconditions;\n\n \n \n \n\n \n●\nunexpected changes in regulatory\nrequirements;\n\n \n \n \n\n \n●\nchallenges in managing\nand staffing international operations;\n\n \n \n \n\n \n●\ntax issues, such as tax\nlaw changes and variations in tax laws as compared to the United States;\n\n \n \n \n\n \n●\ncurrency fluctuations;\n\n \n \n \n\n \n●\nchallenges in collecting\naccounts receivable;\n\n \n \n \n\n \n●\ncultural and language differences;\n\n \n \n \n\n \n●\nprotection of intellectual\nproperty;\n\n \n \n \n\n \n●\nemployment regulations;\nand\n\n \n \n \n\n \n●\ndeterioration of political\nrelations with the United States.\n\n \n\nWe\ncannot assure you that we would be able to adequately address these additional risks. If we were unable to do so, our operations might\nsuffer.\n\n \n\n**Because\nof the costs and difficulties inherent in managing cross-border business operations, our results of operations may be negatively impacted.**\n\n \n\nManaging\na business, operations, personnel or assets in another country is challenging and costly. Any management that we may have (whether based\nabroad or in the U.S.) may be inexperienced in cross-border business practices and unaware of significant differences in accounting rules,\nlegal regimes and labor practices. Even with a seasoned and experienced management team, the costs and difficulties inherent in managing\ncross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may\nnegatively impact our financial and operational performance.\n\n \n\n43\n\n \n\n \n\n**If\nsocial unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, or policy changes or enactments\noccur in a country in which we may operate after we effect our initial business combination, it may result in a negative impact on our\nbusiness.**\n\n \n\nPolitical\nevents in another country may significantly affect our business, assets or operations. Social unrest, acts of terrorism, regime changes,\nchanges in laws and regulations, political upheaval, and policy changes or enactments could negatively impact our business in a particular\ncountry.\n\n \n\nFor\nexample, the Cayman Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed\nat addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract\nprofits without real economic activity. With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Act\n(2021 Revision) (the “ITC”), came into force in the Cayman Islands introducing certain economic substance requirements for\nCayman Islands tax resident companies which are engaged in certain “relevant activities.” However, it is not anticipated\nthat the company itself will be subject to any such requirements prior to any business combination and thereafter the company may still\nremain out of scope of the legislation or else be subject to more limited substance requirements. Although it is presently anticipated\nthat the ITC will have little material impact on the Company or its operations, as the legislation is new and remains subject to further\nclarification and interpretation, it is not currently possible to ascertain the precise impact of these legislative changes on the company.\n\n \n\n**Many\ncountries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption\nand inexperience, which may adversely impact our results of operations and financial condition.**\n\n \n\nOur\nability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend\nourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact\nour operations, assets or financial condition.\n\n \n\nRules\nand regulations in many countries are often ambiguous or open to differing interpretation by responsible individuals and agencies at\nthe municipal, state, regional and federal levels. The attitudes and actions of such individuals and agencies are often difficult to\npredict and inconsistent.\n\n \n\nDelay\nwith respect to the enforcement of particular rules and regulations, including those relating to customs, tax, environmental and labor,\ncould cause serious disruption to operations abroad and negatively impact our results.\n\n \n\n**If\nwe effect a business combination with a company located outside of the United States, the laws applicable to such company will likely\ngovern all of our material agreements and we may not be able to enforce our legal rights.**\n\n \n\nIf\nwe effect a business combination with a company located outside of the United States, the laws of the country in which such company operates\nwill govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able\nto enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement\nof existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability\nto enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities\nor capital. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets\nwould be located outside of the United States and some of our officers and directors might reside outside of the United States. As a\nresult, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our\ndirectors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our\ndirectors and officers under Federal securities laws.\n\n \n\nIn\naddition, our directors and officers are nationals or residents of the United Kingdom and the PRC, and most or a substantial portion\nof their assets are located in the aforementioned locations. As of the date of this Report, Mr. Sam Zheng Sun, our chairman and\nchief executive officer is located in the United States; Ms. Jiayi Liang, our chief operating officer, Mr. Shaoke Li, Ms. Longjiao Li, and Mr. Chi Zhang, our\nindependent directors, as well as Mr. Xunyong Zhou, our director, are located in the PRC; and Mr. Kenneth Lam, our chief financial\nofficer and director, is located in the United Kingdom.\n\n \n\n44\n\n \n\n \n\nAs\na result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce\njudgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities\nlaws of the United States or any state in the United States. It will also be costlier and time-consuming for the investors to effect\nservice of process outside the United States, or to enforce judgments obtained from the U.S. courts in the courts of the jurisdictions\nwhere our directors and officers reside. For example, to enforce a foreign judgment in Hong Kong, you will be required to apply to the\nHong Kong High Court to enforce a foreign judgment, for which you will be required to engage a local counsel to facilitate or prepare\nthe application, together with its various supporting documents. You will then be required to go through the standard litigation process\nto sue on the judgment as a debt. In addition, a judgment of a United States court for civil liabilities predicated upon the federal\nsecurities laws of the United States may also not be enforceable in or recognized by the courts of the jurisdictions where our directors\nand officers reside. As such, it may be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions\nof the U.S. federal securities laws against us and our officers and directors.\n\n \n\nAs\na result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken\nagainst the management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S.-incorporated\ncompany.\n\n** **\n\n**If\nrelations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and\nservices to become less attractive.**\n\n \n\nThe\nrelationship between the United States and foreign governments could be subject to sudden fluctuation and periodic tension. For instance,\nthe United States may announce its intention to impose quotas on certain imports. Such import quotas may adversely affect political relations\nbetween the two countries and result in retaliatory countermeasures by the foreign government in industries that may affect our ultimate\ntarget business. Changes in political conditions in foreign countries and changes in the state of U.S. relations with such countries\nare difficult to predict and could adversely affect our operations or cause potential target businesses or their goods and services to\nbecome less attractive. Because we are not limited to any specific industry, there is no basis for investors in our initial public offering\nto evaluate the possible extent of any impact on our ultimate operations if relations are strained between the United States and a foreign\ncountry in which we acquire a target business.\n\n \n\n**If\nany dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. dollars.**\n\n \n\nIf\nyou are a U.S. Holder of our ordinary shares, you will be taxed on the U.S. dollar value of your dividends, if any, at the time you receive\nthem, even if you actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically,\nif a dividend is declared and paid in a foreign currency, the amount of the dividend distribution that you must include in your income\nas a U.S. Holder will be the U.S. dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign\ncurrency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is\nin fact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert the currency into\nU.S. dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.\n\n \n\n**After\nour initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue\nmay be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant\nextent, to the economic, political and legal policies, developments and conditions in the country in which we operate.**\n\n \n\nAfter\nour initial business combination, substantially all of our assets may be located in another foreign country and substantially all of\nour revenue may be derived from our operations in such country. The economic, political and social conditions, as well as government\npolicies, of the country in which our operations are located could affect our business. If in the future such country’s economy\nexperiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease\nin demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business\nwith which to consummate our initial business combination and if we effect our initial business combination, the ability of that target\nbusiness to become profitable.\n\n \n\n45\n\n \n\n \n\n**Currency\npolicies may cause a target business’ ability to succeed in the international markets to be diminished.**\n\n \n\nIn\nthe event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, the dollar equivalent\nof our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value\nof the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.\nAny change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business\nor, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a\ncurrency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target\nbusiness as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.\n\n \n\n**Many\nof the economies in Asia are experiencing substantial inflationary pressures which may prompt the governments to take action to control\nthe growth of the economy and inflation that could lead to a significant decrease in our profitability following our initial business\ncombination.**\n\n \n\nWhile\nmany of the economies in Asia have experienced rapid growth over the last two decades, they currently are experiencing inflationary pressures.\nAs governments take steps to address the current inflationary pressures, there may be significant changes in the availability of bank\ncredits, interest rates, limitations on loans, restrictions on currency conversions and foreign investment. There also may be imposition\nof price controls. If prices for the products of our ultimate target business rise at a rate that is insufficient to compensate for the\nrise in the costs of supplies, it may have an adverse effect on our profitability. If these or other similar restrictions are imposed\nby a government to influence the economy, it may lead to a slowing of economic growth. Because we are not limited to any specific industry,\nthe ultimate industry that we operate in may be affected more severely by such a slowing of economic growth.\n\n \n\n**Many\nindustries in Asia are subject to government regulations that limit or prohibit foreign investments in such industries, which may limit\nthe potential number of acquisition candidates.**\n\n \n\nGovernments\nin many Asian countries have imposed regulations that limit foreign investors’ equity ownership or prohibit foreign investments\naltogether in companies that operate in certain industries. As a result, the number of potential acquisition candidates available to\nus may be limited or our ability to grow and sustain the business, which we ultimately acquire will be limited.\n\n \n\n**If\na country in Asia enacts regulations in industry segments that forbid or restrict foreign investment, our ability to consummate our initial\nbusiness combination could be severely impaired.**\n\n \n\nMany\nof the rules and regulations that companies face concerning foreign ownership are not explicitly communicated. If new laws or regulations\nforbid or limit foreign investment in industries in which we want to complete our initial business combination, they could severely impair\nour candidate pool of potential target businesses. Additionally, if the relevant central and local authorities find us or the target\nbusiness with which we ultimately complete our initial business combination to be in violation of any existing or future laws or regulations,\nthey would have broad discretion in dealing with such a violation, including, without limitation:\n\n \n\n \n●\nlevying fines;\n\n \n \n \n\n \n●\nrevoking our business and\nother licenses;\n\n \n \n \n\n \n●\nrequiring that we restructure\nour ownership or operations; and\n\n \n \n \n\n \n●\nrequiring that we discontinue\nany portion or all of our business\n\n \n\n46\n\n \n\n \n\nAny\nof the above could have an adverse effect on our company post-business combination and could materially reduce the value of your investment.\n\n \n\n**Corporate\ngovernance standards in Asia may not be as strict or developed as in the United States and such weakness may hide issues and operational\npractices that are detrimental to a target business.**\n\n \n\nGeneral\ncorporate governance standards in some countries are weak in that they do not prevent business practices that cause unfavorable related\nparty transactions, over-leveraging, improper accounting, family company interconnectivity and poor management. Local laws often do not\ngo far enough to prevent improper business practices. Therefore, shareholders may not be treated impartially and equally as a result\nof poor management practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall\ncompany, and cronyism. The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation\nand weakness that may precipitate or encourage financial crisis. In our evaluation of a business combination, we will have to evaluate\nthe corporate governance of a target and the business environment, and in accordance with United States laws for reporting companies\ntake steps to implement practices that will cause compliance with all applicable rules and accounting practices. Notwithstanding these\nintended efforts, there may be endemic practices and local laws that could add risk to an investment we ultimately make and that result\nin an adverse effect on our operations and financial results.\n\n \n\n**Risks\nAssociated with Acquiring and Operating a Target Business with its Primary Operations in China**\n\n \n\nAs\nset forth herein, our efforts in identifying a prospective target business will not be limited to a particular country. We may target\nan initial business combination with a company located in China. Because of such potential ties to China, we may be subjected to Chinese\nlaws, rules and regulations. Accordingly, in addition to the risk factors referred above, we have set forth some of the primary risks\nwe have identified in seeking to consummate our initial business combination with a company having its primary operations in China.\n\n \n\n**The\nPRC government has indicated its intent to intervene in or influence a PRC company’s business operations at any time or to exert\nmore oversight and control over offerings conducted overseas and foreign investment in PRC-based issuers. This could result in a material\nchange in a PRC company’s business operations post-business combination and/or the value of its securities. Additionally, governmental\nand regulatory interference could significantly limit or completely hinder a target company’s ability to offer or continue to offer\nsecurities to investors post-business combination and cause the value of such securities to significantly decline or be worthless.**\n\n \n\nOur\nsponsor is predominantly controlled by a PRC national, and we may seek to acquire a company that is based in China in an initial business\ncombination. We may be subject to certain risks relating to regulatory oversight by the PRC government. This may significantly limit\nour ability to search for candidates for our initial business combination. In particular, changes in the policies, regulations, rules,\nand the enforcement of laws of the PRC government may be adopted quickly with little advance notice. The PRC government may also intervene\nor influence our search for a target business or the completion of an initial business combination at any time because our sponsor is\npredominantly controlled by a PRC national. This could significantly and negatively impact our search for a target business and/or the\nvalue of our securities.\n\n \n\nThe\nPRC government has recently sought to exert more oversight and control over offerings that are conducted overseas or foreign investment\nin China-based issuers. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering\nand Listing by Domestic Companies (the “Trial Measures”), which took effect on March 31, 2023. The Trial Measures supersede\nprior rules and clarified and emphasized several aspects, which include but are not limited to: (1) comprehensive determination of the\n“indirect overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over\nform” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following\ncriteria are met at the same time: (a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets\nas documented in its audited consolidated financial statements for the most recent accounting year comes from PRC domestic companies,\nand (b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are\nlocated in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled\nin mainland China; (2) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but\nnot yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, (b) are not\nrequired to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and\n(c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however that such issuers\nshall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing\nwith the CSRC; (3) a negative list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or\noffering overseas has been recognized by the State Council of the PRC as a possible threat to national security, (b) issuers whose affiliates\nhave been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major\ndisputes regarding equity ownership; (4) issuers’ compliance with web security, data security, and other national security laws\nand regulations; (5) issuers’ filing and reporting obligations, such as the obligation to file with the CSRC after it submits an\napplication for initial public offering to overseas regulators, and the obligation after offering or listing overseas to report to the\nCSRC material events including a change of control or voluntary or forced delisting of the issuer; and (6) the CSRC’s authority\nto fine both issuers and their shareholders between RMB1 and 10 million for failure to comply with the Trial Measures, including failure\nto comply with filing obligations or committing fraud and misrepresentation.\n\n \n\n47\n\n \n\n \n\nOn\nFebruary 24, 2023, the CSRC and several other administrations jointly released the revised Provisions on Strengthening Confidentiality\nand Archiving Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Archives Rules”), which\ncame into effect on March 31, 2023. The Archives Rules apply to both overseas direct offerings and overseas indirect offerings. The Archives\nRules provides that, among other things, (1) in relation to the overseas listing activities of PRC domestic enterprises, the PRC domestic\nenterprises are required to strictly comply with the relevant requirements on confidentiality and archives management, establish a sound\nconfidentiality and archives system, and take necessary measures to discharge their confidentiality and archives management responsibilities;\n(2) if a PRC domestic enterprise is required to publicly disclose or provide to any securities companies or other securities service\nproviders or overseas regulators or individuals, any materials that contain state secrets or government work secrets (where there is\nambiguity or dispute on whether it is state secret or government work secret, a request shall be submitted to the competent government\nauthority for determination), during the course of its overseas offering or listing, the PRC domestic enterprise shall apply for approval\nfrom competent authorities and file with the secrecy administrative department at the same level; and (3) working papers produced in\nChina by securities companies and other securities service institutions, who provide such PRC domestic enterprises with securities services\nduring their overseas issuance and listing, should be stored in the PRC, and the transmission of any such working papers to recipients\noutside China must be approved following the applicable PRC regulations.\n\n \n\nIn\naddition, the PRC has proposed new rules in 2021 that would require companies collecting or holding large amounts of data to undergo\na cybersecurity review prior to listing in foreign countries, a move that would significantly tighten oversight over large China-based\ninternet companies. On November 14, 2021, the CAC publicly solicited comments on the Regulation on Network Data Security Management (Consultation\nDraft), which stipulated that data processors that undertake data processing activities using internet networks within China are required\nto apply for cybersecurity review if they conduct data processing activities that will or may have an impact on China’s national\nsecurity. The review is mandatory if the data processor controls more than 1 million users’ personal information and intends to\nbe listed in a foreign country, or if the data processor seeks to be listed in Hong Kong. As of the date of this Report, the Draft Regulation\non Network Data Security Management is published for public comments only, the final version and effective date of which are subject\nto change with substantial uncertainty. On December 28, 2021, the CAC, jointly with 12 departments under the State Council, implemented\nthe Measures for Cybersecurity Review, which became effective on February 15, 2022. According to the Measures for Cybersecurity Review,\noperators of critical information infrastructure purchasing network products and services, and data processors carrying out data processing\nactivities that affect or may affect China’s national security, are required to conduct a cybersecurity review. Operators, including\noperators of critical information infrastructure and data processors, who control more than one million users’ personal information\nmust report to the Cyber Security Review Office for a cybersecurity review if they intend to be listed in a foreign country.\n\n \n\nOn\nJune 10, 2021, the Standing Committee of the PRC National People’s Congress (“SCNPC”), promulgated the PRC Data Security\nLaw, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals\ncarrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data\nin economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights\nand interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC\nData Security Law also provides for a national security review procedure for data activities that may affect national security and imposes\nexport restrictions on certain data. On August 20, 2021, the SCNPC adopted the Personal Information Protection Law, which took effect\nas of November 1, 2021. The Personal Information Protection Law includes the basic rules for personal information processing, the rules\nfor cross-border provision of personal information, the rights of individuals in personal information processing activities, the obligations\nof personal information processors, and the responsibilities for collection, processing, and use of personal information.\n\n \n\n48\n\n \n\n \n\nBased\non our understanding of currently applicable PRC laws and regulations, our registered public offering in the U.S. is not subject to the\nreview or prior approval of the CAC or the CSRC, and their oversight will not impact our officers and directors or their search for a\ntarget company. Further, we currently believe that the regulations or policies that have been issued by the CAC to date are not applicable\nto our officers and directors. Since none of our officers and directors has engaged in data activities or the processing of personal\ninformation in China, we believe our officers and directors are in full compliance with the regulations and policies that have been issued\nby the CAC to date. However, uncertainties still exist due to the possibility that laws, regulations, or policies in the PRC could change\nrapidly in the future. Any future action by the PRC government expanding the categories of industries, persons and companies whose foreign\nsecurities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder our ability to offer\nor continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.\n\n \n\nWe\nhave not entered into a definitive agreement with respect to any specific business combination. Our initial business combination target\ncompany may include a PRC target company. It is uncertain whether such PRC target company will be involved in the collection of user\ndata, implicate cybersecurity, or involve any other type of restricted industry. Given the PRC authorities have significant discretion\nin interpreting and applying the relevant cybersecurity and data laws and regulations, there is a risk that any potential target business\nof ours may be subject to cybersecurity review or other regulatory actions even though it is not based or located in and does not conduct\nits principal business operations in China. Furthermore, if CSRC approval is required for our initial business combination, it is uncertain\nwhether we are able to and how long it will take for us to obtain such approval, and, even if we obtain such CSRC approval, the approval\ncould be rescinded. Any failure to obtain or any delay in obtaining CSRC approval for our potential initial business combination with\na PRC target company, or a rescission of such approval may subject us to sanctions imposed by the CSRC or other PRC regulatory authorities,\nwhich could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside\nof China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations\nand the value of our securities. To avoid such risk, we may avoid completing an initial business combination with such a target business\nand instead pursue other opportunities, which may limit the pool of attractive targets. As a result, our search for a target company\nmay be adversely affected, which could result in a material change in our operations and/or the value of the securities we are registering\nfor sale.\n\n \n\n**U.S.\nlaws and regulations, such as the HFCAA, may restrict or eliminate our ability to complete a business combination with certain companies,\nparticularly those acquisition candidates with substantial operations in mainland China or Hong Kong.**\n\n \n\nPursuant\nto the Holding Foreign Companies Accountable Act (the “HFCAA”) and related regulations, if we have filed an audit report\nissued by a registered public accounting firm that the PCAOB has determined that it is unable to inspect and investigate completely,\nthe SEC will identify us as a “Commission-identified Issuer,” and the trading of our securities on any U.S. national securities\nexchanges, as well as any over-the-counter trading in the United States, will be prohibited if we are identified as a Commission-identified\nIssuer for two consecutive years. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect\nor investigate completely PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong, and identified the\nregistered public accounting firms in mainland China and Hong Kong that were subject to such determinations. In August 2022, the PCAOB,\nthe CSRC and the Ministry of Finance of the PRC signed the Statement of Protocol, which establishes a specific and accountable framework\nfor the PCAOB to conduct inspections and investigations of PCAOB-governed accounting firms in mainland China and Hong Kong. On December\n15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting\nfirms headquartered in mainland China and Hong Kong in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB\nwas unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However,\nwhether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered\nin mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control.\nThe PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and pursues ongoing investigations and initiate\nnew investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations\nwith the HFCAA if needed.\n\n \n\n49\n\n \n\n \n\nOur\nfinancial statements contained in the annual report on Form 10-K for the fiscal year ended December 31, 2025 have been audited by an\nindependent registered public accounting firm, Elite CPA P.C., which is headquartered in New Jersey. Elite CPA P.C. is registered with\nthe PCAOB and is subject to laws in the United States, pursuant to which the PCAOB conducts regular inspections to assess its compliance\nwith applicable professional standards.\n\n \n\nHowever,\nif it is later determined that the PCAOB is unable to inspect or investigate completely our auditor for two consecutive years because\nof a position taken by an authority in a foreign jurisdiction, Nasdaq would delist our securities, including our units, ordinary shares\nand rights, and the SEC would prohibit them from being traded on a national securities exchange or in the over-the-counter trading market\nin the U.S. For example, if we effect our initial business combination with a business located in mainland China and Hong Kong, of which\nthe auditor is located in mainland China and Hong Kong, with operations in and which performs audit operations in mainland China and\nHong Kong, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the relevant authorities, the\nwork of such auditor as it relates to those operations may not be inspected by the PCAOB. The HFCAA would restrict our ability to consummate\na business combination with a target business unless that business met certain standards of the PCAOB. The HFCAA also requires public\ncompanies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those based in\nChina. Therefore, we may not be able to consummate a business combination with a favorable target business due to relevant laws. Furthermore,\nif our securities are delisted and prohibited from being traded on a national securities exchange or in the over-the-counter trading\nmarket in the U.S. for such reasons, it would substantially impair your ability to sell or purchase our securities when you wish to do\nso, and the risk and uncertainty associated with potential delisting and prohibition would have a negative impact on the price of our\nsecurities. Such delisting and prohibition could also significantly affect our ability to raise capital on acceptable terms, or at all,\nwhich would have a material adverse effect on our business, financial condition and prospects.\n\n** **\n\n**Compliance\nwith the PRC Antitrust law may limit our ability to effect our initial business combination.**\n\n \n\nThe\nPRC Antitrust Law became effective on August 1, 2008. The government authorities in charge of antitrust matters in China are the Antitrust\nCommission and other antitrust authorities under the State Council. The PRC Antitrust Law regulates (1) monopoly agreements, including\ndecisions or actions in concert that preclude or impede competition, entered into by business operators; (2) abuse of dominant market\nposition by business operators; and (3) concentration of business operators that may have the effect of precluding or impeding competition.\nTo implement the Antitrust Law, in 2008, the State Council formulated the regulations that require filing of concentration of business\noperators, pursuant to which concentration of business operators refers to (1) merger with other business operators; (2) gaining control\nover other business operators through acquisition of equity interest or assets of other business operators; and (3) gaining control over\nother business operators through exerting influence on other business operators through contracts or other means. In 2009, the Ministry\nof Commerce, which oversees the Antitrust Commission, promulgated the Measures for Filing of Concentration of Business Operators (amended\nby the Guidelines for Filing of Concentration of Business Operators in 2014), which set forth the criteria of concentration and the document\nfiling requirements. The business combination we contemplate may be considered the concentration of business operators, and to the extent\nrequired by the Antitrust Law and the criteria established by the State Council, we must file with the antitrust authority under the\nPRC State Council prior to conducting the contemplated business combination. If the antitrust authority decides not to further investigate\nwhether the contemplated business combination has the effect of precluding or impeding competition or fails to make a decision within\n30 days from receipt of relevant materials, we may proceed to consummate the contemplated business combination. If the antitrust authority\ndecides to prohibit the contemplated business combination after further investigation, we must terminate such business combination and\nwould then be forced to either attempt to complete a new business combination if it is within 15 months from the closing of our initial\npublic offering or we would be required to return any amounts which were held in the trust account to our shareholders. When we evaluate\na potential business combination, we will consider the need to comply with the Antitrust Law and other relevant regulations which may\nlimit our ability to effect an acquisition or may result in our modifying or not pursuing a particular transaction.\n\n \n\n****\n\n50\n\n \n\n \n\n**If\nwe become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have\nto expend significant resources to investigate and resolve the matter, which could harm our business operations and our reputation and\ncould result in a loss of your investment in our ordinary shares, especially if such matter cannot be addressed and resolved favorably.**\n\n \n\nRecently,\nU.S. public companies that have substantially all of their operations in China have been subjected to intense scrutiny, criticism and\nnegative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and\nnegative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial\naccounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result\nof the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S.-listed Chinese companies has sharply decreased\nin value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC\nenforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide\nscrutiny, criticism and negative publicity will have on our company if we target a PRC company for our initial business combination.\nIf we become the subject of any unfavorable allegations, whether or not such allegations are proven to be true, we will have to expend\nsignificant resources to investigate such allegations and/or defend our company and our decisions. This situation may be a major distraction\nto our management. If such allegations are not proven to be groundless, we will be severely hampered and your investment in our securities\npost business combination could be rendered worthless.\n\n** **\n\n**Regulations\nrelating to the transfer of state-owned property rights in enterprises may increase the cost of our acquisitions and impose an additional\nadministrative burden on us.**\n\n \n\nThe\nlegislation governing the acquisition of a PRC state-owned company contains stringent governmental regulations. The transfer of state-owned\nproperty rights in enterprises must take place through a government-approved “state-owned asset exchange,” and the value\nof the transferred property rights must be evaluated by those Chinese appraisal firms qualified to perform “state-owned assets\nevaluations.” The final price must not be less than 90% of the appraisal price. Additionally, bidding/auction procedures are essential\nin the event that there is more than one potential transferee. In the case of an acquisition by foreign investors of state-owned enterprises,\nthe acquirer and the seller must make a resettlement plan to properly resettle the employees, and the resettlement plan must be approved\nby the Employees’ Representative Congress. The seller must pay all unpaid wages and social welfare payments from the existing assets\nof the target company to the employees. These regulations may adversely affect our ability to acquire a PRC state-owned business or assets.\n\n \n\n**Our\ninitial business combination may be subject to national security review by the PRC government and we may have to spend additional resources\nand incur additional time to complete any such business combination or be prevented from pursuing certain investment opportunities.**\n\n \n\nOn\nFebruary 3, 2011, the PRC government issued a Notice Concerning the Establishment of Security Review Procedure on Mergers and Acquisitions\nof Domestic Enterprises by Foreign Investors (the Security Review Regulations), which became effective on March 5, 2011. The Security\nReview Regulations cover acquisitions by foreign investors of a broad range of PRC enterprises if such acquisitions could result in de\nfacto control by foreign investors and the enterprises relate to military, national defense, important agriculture products, important\nenergy and natural resources, important infrastructures, important transportation services, key technologies or important equipment manufacturing.\nThe scope of the review includes whether the acquisition will impact national security, economic and social stability, and the research\nand development capabilities of key national security-related technologies. Foreign investors should submit a security review application\nto the Ministry of Commerce for its initial review for a contemplated acquisition. If the acquisition is considered to be within the\nscope of the Security Review Regulations, the Ministry of Commerce will transfer the application to a joint security review committee\nwithin five business days for further review. The joint security review committee, consisting of members from various PRC government\nagencies, will conduct a general review and seek comments from relevant government agencies. The joint security review committee may\ninitiate a further special review and request the termination or restructuring of the contemplated acquisition if it determines that\nthe acquisition will result in a significant national security issue.\n\n \n\nThe\nSecurity Review Regulations will potentially subject a large number of mergers and acquisitions transactions by foreign investors in\nChina to an additional layer of regulatory review. Currently, there is significant uncertainty as to the implication of the Security\nReview Regulations. Neither the Ministry of Commerce nor other PRC government agencies have issued any detailed rules for the implementation\nof the Security Review Regulations. If, for example, our potential initial business combination is with a target company operating in\nthe PRC in any of the sensitive sectors identified above, the transaction will be subject to the Security Review Regulations, and we\nmay have to spend additional resources and incur additional time to complete any such acquisition. We may also be prevented from pursuing\ncertain investment opportunities if the PRC government considers that the potential investments will result in a significant national\nsecurity issue.\n\n \n\n51\n\n \n\n \n\n**There\nare uncertainties in the interpretation and enforcement of PRC laws and regulations that could limit the legal protections available\nto you and us.**\n\n \n\nOur\nsponsor is predominantly controlled by a PRC national, and we may seek to acquire a company that is based in China in an initial business\ncombination. The uncertainties in the interpretation and enforcement of PRC laws, rules and regulations would apply to us if we were\nto acquire a company that is based in China, regardless of whether we have a direct ownership structure post-business combination. Because\nof such ties to China, we may be governed by PRC laws and regulations. PRC companies and variable interest entities are generally subject\nto laws and regulations applicable to foreign investments in China and, in particular, laws and regulations applicable to wholly foreign-owned\nenterprises. The PRC legal system is based on statutes. Prior court decisions may be cited for reference but have limited precedential\nvalue.\n\n \n\nSince\n1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in\nChina. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently\ncover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because\nof the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations\ninvolve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are\nnot published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these\npolicies and rules until sometime after the violation. In addition, any litigation in China may be protracted and result in substantial\ncosts and diversion of resources and management attention.\n\n \n\n**Changes\nin China’s economic, political or social conditions or government policies could have a material adverse effect on the business,\nresults of operations and financial condition of a Chinese target company we may pursue as an acquisition target in the future.**\n\n \n\nIf\nour initial business combination target is a company with operations in China, its business, prospects, financial condition and results\nof operations may be influenced to a significant degree by political, economic and social conditions in China generally and by continued\neconomic growth in China as a whole.\n\n \n\nThe\nChinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement,\nlevel of development, growth rate, control of foreign exchange and allocation of resources. To date, the government still owns a substantial\nportion of productive assets in China. Although the PRC government has implemented measures emphasizing the utilization of market forces\nfor economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in\nbusiness enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government\ncontinues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises\nsignificant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated\nobligations, setting monetary policy, and providing preferential treatment to particular industries or companies. Given the PRC government’s\nsignificant oversight and discretion over the conduct of business of any China-based company that we may target for an initial business\ncombination, the PRC government may intervene or influence the operations of our target at any time, which could result in a material\nchange in our operations and/or value of the securities we are registering for sale.\n\n \n\nWhile\nthe Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various\nsectors of the economy. Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and\nregulations in China could materially adversely affect the overall economic growth of China. Such developments could adversely affect\nour business and operating results, reducing demand for our services and adversely affect our competitive position.\n\n \n\n52\n\n \n\n \n\nThe\nPRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures\nmay benefit the overall Chinese economy, but may negatively affect us. In the past the PRC government has implemented certain measures,\nincluding interest rate adjustments, to control the pace of economic growth. These measures may decrease economic activity in China,\nwhich may adversely affect our business and operating results.\n\n \n\n**You\nmay face difficulties in protecting your interests and exercising your rights as a shareholder if we were to conduct substantially all\nof our operations in China, and almost all of our officers and directors currently and will likely reside outside the U.S.**\n\n \n\nAlthough\nwe are incorporated in the Cayman Islands, our initial business combination target may have substantially all of its operations in China.\nFurther, all of our current officers and almost all of our directors reside outside the U.S. and substantially all of the assets of those\npersons are located outside of the U.S. It may be difficult for you to conduct due diligence on our company or such directors in your\nelection of the directors and attend shareholders meetings if the meetings are held in China. We would likely have one shareholder meeting\neach year at a location to be determined, potentially in China. As a result of all of the above, our public shareholders may have more\ndifficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders\nof a corporation doing business entirely or predominantly within the U.S.\n\n \n\n**Governmental\ncontrol of currency conversion may affect the value of your investment.**\n\n \n\nThe\nPRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of\ncurrency out of China. We may consummate a business combination with a target business based in and primarily operating in China, after\nwhich the operating companies in China upon consummation of the business combination may receive substantially all of their revenues\nin Renminbi. Under existing PRC foreign exchange regulations, payments in foreign currencies of current account items, including profit\ndistributions, interest payments and trade and service-related foreign exchange transactions, can be made without prior approvals of\nthe PRC State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. Specifically, under the\nexisting exchange restrictions, without prior approvals of SAFE, cash generated from the operations of PRC operating companies in China\nmay be used to pay dividends. However, approvals from or registration with appropriate government authorities are required where Renminbi\nis to be converted into foreign currencies and remitted out of China to pay capital expenses such as the repayment of loans denominated\nin foreign currencies.\n\n \n\nAs\na result, the PRC subsidiaries of the combined company will need to obtain SAFE approval to pay off their debt in a currency other than\nRenminbi owed to any entities outside China or to make other capital expenditure payments outside China in a currency other than Renminbi.\n\n \n\nIn\nlight of the flood of capital outflows of China in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive\nforeign exchange policies and stepped-up scrutiny over major outbound capital movements including overseas direct investment. More restrictions\nand substantial vetting process have been put in place by SAFE to regulate cross-border transactions that fall under the capital account\ntransactions. The PRC government may in the future at its discretion further restrict access to foreign currencies for current account\ntransactions. If the foreign exchange control regulations prevent the combined company from obtaining sufficient foreign currencies from\nits PRC subsidiaries to satisfy its capital demands, the combined company may not be able to pay dividends in foreign currencies to its\nshareholders.\n\n \n\n**If\nour initial business combination target has the majority of its operations in China, the PRC regulation on loans to, and direct investment\nin, such a PRC subsidiary by offshore holding companies and governmental control of currency conversion may restrict our ability to make\nloans or capital contributions to such subsidiary, which could materially and adversely affect our liquidity and our ability to fund\nand expand our business post-business combination.**\n\n \n\nIf\nour initial business combination target has the majority of its operations in China, it may become necessary or desirable for us to make\nloans or capital contributions to our PRC subsidiary after the completion of our initial business combination. Our ability to make such\nloans or capital contributions may be restricted by certain PRC laws and regulations, including but not limited to the Notice of the\nState Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign invested\nEnterprises (“SAFE Circular 19”), effective on June 1, 2015, and the Notice of the State Administration of Foreign Exchange\non Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account (“SAFE Circular 16”),\neffective on June 9, 2016, each promulgated by SAFE, which impose limitations on offshore entities in transferring foreign currencies\nto PRC persons.\n\n \n\n****\n\n53\n\n \n\n \n\nIn\nlight of the various requirements imposed by PRC regulations, for example, SAFE Circular 19 and SAFE Circular 16, on loans to, and direct\ninvestment in, a PRC subsidiary by offshore holding companies, and the fact that the PRC government may at its discretion restrict access\nto foreign currencies for current account transactions in the future, we cannot assure you that we will be able to complete the necessary\ngovernment registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us\nto a PRC subsidiary or with respect to future capital contributions by us to a PRC subsidiary. If we fail to complete such registrations\nor obtain such approvals, our ability to conduct our business post-initial business combination and to capitalize or otherwise fund PRC\noperations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our\nbusiness.\n\n** **\n\n**PRC\nregulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries\nand Chinese subsidiaries’ ability to change their registered capital or distribute profits to the combined company or otherwise\nexpose it or its PRC resident beneficial owners to liability and penalties under PRC laws.**\n\n \n\nIn\nJuly 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore\nInvestment and Financing and Roundtrip Investment Through Special Purpose Vehicles (“SAFE Circular 37”). SAFE Circular 37\nrequires PRC residents (including PRC individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents\nfor foreign exchange administration purpose) to register with SAFE or its local branches in connection with their direct or indirect\noffshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any\noffshore acquisitions that we make in the future.\n\n \n\nUnder\nSAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments\nin offshore special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches. In addition,\nany PRC resident who is a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch\nof SAFE with respect to that SPV, to reflect any material change, including, among other things, any major change of a PRC resident shareholder,\nname or term of operation of the SPV, or any increase or reduction of the SPV’s registered capital, share transfer or swap, merger\nor division. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration\nwith the local branch of SAFE. If any PRC shareholder of such SPV fails to make the required registration or to update the previously\nfiled registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital\nreduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions\ninto its subsidiary in China. On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration\nPolicy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign\nexchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under\nSAFE Circular 37, will be filed with qualified banks instead of SAFE or its branches. The qualified banks will directly examine the applications\nand accept registrations under the supervision of SAFE.\n\n \n\nWe\ncannot provide assurance that our shareholders that are PRC residents at all times comply with, or in the future make or obtain any applicable\nregistrations or approvals required by, SAFE Circular 37 or other related rules. Failure or inability of the combined company’s\nPRC resident shareholders to comply with the registration procedures set forth in these regulations may subject the combined company\nto fines and legal sanctions, restrict its cross-border investment activities, limit the ability of a wholly foreign-owned subsidiary\nin China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation, and the combined company\nmay also be prohibited from injecting additional capital into the subsidiary. Moreover, failure to comply with the various foreign exchange\nregistration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange restrictions.\nAs a result, the combined company’s business operations and the combined company’s ability to distribute profits to you could\nbe materially and adversely affected.\n\n \n\n54\n\n \n\n \n\nFurthermore,\nas these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving,\nit is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted,\namended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval\nprocess with respect to our foreign exchange activities, such as remittance of dividends and foreign currency-denominated borrowings,\nwhich may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company,\nwe cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete\nthe necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our\nacquisition strategy and could adversely affect our business and prospects.\n\n \n\n**We\nmay consummate a business combination with a target business based in and primarily operating in China, after which the PRC subsidiaries\nof the combined company will be subject to restrictions on dividend payments.**\n\n \n\nWe\nmay consummate a business combination with a target business based in and primarily operating in China. After such business combination,\nthe combined company may rely on dividends and other distributions from the PRC subsidiaries of the combined company to provide it with\ncash flow and to meet its other obligations. These dividends or other distributions to be paid by the PRC subsidiaries arise from the\ncombined company’s entitlements to substantially all of the economic benefits of the PRC subsidiaries. Current regulations in China\nwould permit the combined company’s PRC subsidiaries to pay dividends only out of their accumulated distributable profits, if any,\ndetermined in accordance with Chinese accounting standards and regulations. In addition, the combined company’s PRC subsidiaries\nin China will be required to set aside at least 10% of their after-tax profits each year to fund their respective statutory reserves\n(up to an aggregate amount equal to half of their respective registered capital). Such cash reserve may not be distributed as cash dividends.\nIn addition, if the combined company’s PRC subsidiaries incur debt on their own behalf in the future, the instruments governing\nthe debt may restrict their ability to pay dividends or make payments to the combined company or its PRC subsidiaries, as applicable.\n\n \n\n**The\nM&A Rules and certain other PRC regulations establish complex procedures for certain acquisitions of Chinese companies by foreign\ninvestors, which could make it more difficult for us to pursue a business combination with a China-based business.**\n\n \n\nThe\nM&A Rules adopted by six PRC regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers\nand acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors\nmore time-consuming and complex, including requirements in some instances that the Ministry of Commerce (“MOFCOM”) be notified\nin advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the\nAnti-Monopoly Law requires that the anti-monopoly enforcement agency of the State Council (currently the “Anti-Monopoly Bureau\nof the State Administration for Market Regulation”) shall be notified in advance of any concentration of undertaking if certain\nthresholds are triggered. In addition, the security review rules issued by MOFCOM that became effective in September 2011 specify that\nmergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions\nthrough which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns\nare subject to strict review by MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring\nthe transaction through a proxy or contractual control arrangement. On July 1, 2015, the National Security Law of China took effect,\nwhich provided that China would establish rules and mechanisms to conduct national security review of foreign investments in China that\nmay impact national security. On March 15, 2019, the PRC National People’s Congress approved the Foreign Investment Law of China\n(the “Foreign Investment Law”), which came into effect on January 1, 2020, reiterates that China will establish a security\nreview system for foreign investments. On December 19, 2020, the National Development and Reform Commission (the “NDRC”)\nand MOFCOM jointly issued the Measures for the Security Review of Foreign Investments (the “New FISR Measures”), which was\nmade according to the National Security Law and the Foreign Investment Law and became effective on January 18, 2021. The New FISR Measures\nfurther expand the scope of national security review on foreign investment compared to the existing rules, while leaving substantial\nroom for interpretation and speculation.\n\n \n\nThe\nM&A Rules have also introduced aspects of economic and substantive analysis of the target business and the acquirer and the terms\nof the transaction by MOFCOM and the other governing agencies through submissions of an appraisal report, an evaluation report and the\nacquisition agreement, all of which form part of the application for approval, depending on the structure of the transaction. The regulations\nalso prohibit a transaction at an acquisition price obviously lower than the appraised value of the Chinese business or assets. The regulations\nrequire that in certain transaction structures, the consideration must be paid within strict time periods, generally not in excess of\na year. In asset transactions there must be no harm of third parties and the public interest in the allocation of assets and liabilities\nbeing assumed or acquired.\n\n \n\n55\n\n \n\n \n\nIn\nthe future, we may pursue a business combination with a China-based business. Complying with the requirements of the above-mentioned\nregulations and other relevant rules to complete such transactions could be time-consuming. These regulations will limit our ability\nto negotiate various terms of a possible business combination with a PRC target company, including aspects of the initial consideration,\ncontingent consideration, holdback provisions, indemnification provisions and provisions relating to the assumption and allocation of\nassets and liabilities. Transaction structures involving trusts, nominees and similar entities are prohibited. Therefore, we may not\nbe able to negotiate a transaction with terms that will satisfy our investors and protect our shareholders’ interests in an acquisition\nof a PRC target company. Furthermore, any required approval processes, including obtaining approval from MOFCOM, any other relevant PRC\ngovernmental authorities or their respective local counterparts may delay or inhibit our ability to complete such transactions, which\ncould affect our ability to expand our business or maintain our market share.\n\n \n\n**Enhanced\nscrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue\nin the future.**\n\n \n\nThe\nPRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular,\nequity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular\n698, which became effective in January 2008, and Circular 7 in replacement of some of the existing rules in Circular 698, which became\neffective in February 2015.\n\n \n\nUnder\nCircular 698, where a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC\n“resident enterprise” indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise,\nbeing the transferor, may be subject to PRC corporate income tax if the indirect transfer is considered to be an abusive use of company\nstructure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at\na rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident\nenterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable\nadjustment to the taxable income of the transaction.\n\n \n\nIn\nFebruary 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced\na new tax regime that is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect\ntransfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer\nof a foreign intermediate holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable\ncommercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public\nsecurities market. Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated\nto pay for the transfer) of the taxable assets. Where a non-resident enterprise conducts an “indirect transfer” by transferring\nthe taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being\nthe transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority\nsuch indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the\noverseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring\nPRC tax. As a result, gains derived from such indirect transfer may be subject to PRC corporate income tax, and the transferee or other\nperson who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer\nof equity interests in a PRC resident enterprise.\n\n \n\nThe\nPRC tax authorities have the discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital\ngains based on the difference between the fair value of the taxable assets transferred and the cost of investment. Although we currently\nhave no plans to pursue any acquisitions in China or elsewhere in the world, we may pursue acquisitions in the future that may involve\ncomplex corporate structures. If we are considered a non-resident enterprise under the PRC corporate income tax law and if the PRC tax\nauthorities make adjustments to the taxable income of the transactions under SAT Circular 59 or Circular 698 and Circular 7, our income\ntax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition\nand results of operations.\n\n \n\n56"}