{"url_path":"/sec/uysc/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 BUSINESS**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/2036973/0001185185-26-002932-index.html","accession_number":"0001185185-26-002932","cik":"0002036973","ticker":"UYSC","issuer_name":"UY Scuti Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2036973/0001185185-26-002932-index.html","primary_entity_key":"0002036973","primary_entity_name":"UY Scuti Acquisition Corp."},"word_count":25037,"has_tables":true,"body_markdown":"**Item\n1. BUSINESS**\n\n \n\n**General**\n\n \n\nWe\nare a blank check company originally formed as a Cayman Islands exempted company on January 18, 2024, for the purpose of effecting a\nmerger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses,\nwhich we refer to as our initial business combination. The Company has not commenced any operations nor generated any revenues to date.\nAll activity for the period from January 18, 2024 (inception) through March 31, 2025, relates to the Company’s formation\nand the initial public offering (the “Initial Public Offering” or “IPO”) described below, and since the Initial\nPublic Offering to its search for an initial business combination. We are also an emerging growth company and, as such, we are subject\nto all of the risks associated with emerging growth companies.\n\n \n\nOur\nsponsor is UY Scuti Investments Limited, a British Virgin Islands company, which was recently formed to invest in our company. Although\nour sponsor is permitted to undertake any activities permitted under British Virgin Islands law and other applicable law, our sponsor’s\nbusiness is focused on investing in our company. Although each of our officers and directors is a shareholder of our sponsor; only Qunxue\nYin, the sole director of our sponsor, holds voting securities in our sponsor and has the power to vote or dispose of the securities.\nOn August 2, 2024, our sponsor purchased an aggregate of 1,725,000 ordinary shares (“Founder Shares”) (up to 225,000 of which\nwere subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ option to purchase additional\nunits is exercised) for an aggregate purchase price of $25,000, or approximately $0.02 per share. Due to a reduction in the offering\nsize, we subsequently entered into an amended securities subscription agreement with our sponsor pursuant to which 287,500 Founder Shares\nwere cancelled such that our sponsor now owns an aggregate of 1,437,500 Founder Shares, of which, up to 187,500 shares were subject to\nforfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. As the over-allotment option\nwas exercised in full, none of the Founder Shares were forfeited.\n\n \n\nIn\nthree closings on April 1, 2025, April 7, 2025, and April 9, 2025, the Company sold an aggregate 5,750,000 Units at a price of\n$10.00 per Unit for a total of $57,500,000 (including 750,000 Units from the exercise of the underwriters’ over-allotment option)\n(the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary\nShares”) and one right to receive one-fifth (1/5th) of one ordinary share upon the consummation of the Company’s\ninitial business combination. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the\nprivate placement (the “Private Placement”) of 240,848 Units (the “Placement Units”), each Placement Unit consisting\nof one ordinary share and one right to receive one-fifth (1/5th) of one ordinary share, to the Sponsor at a price of $10.00\nper Placement Unit, generating total proceeds of $2,408,480. The issuance of the Placement Units was made pursuant to the exemption from\nregistration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.\n\n \n\nThe\nnet proceeds from the Initial Public Offering, together with certain of the proceeds from the private placement, totaling $57,500,000\nin the aggregate, were placed in a trust account with Continental Stock Transfer & Trust Company established for the benefit of the\nCompany’s public shareholders. Except for the withdrawal of interest earned on the amounts in the trust account to fund the Company’s\ntaxes, if any, or upon the redemption by public shareholders of ordinary shares in connection with certain amendments to the Company’s\namended and restated memorandum and articles of association, none of the funds held in the trust account will be released until the completion\nof the Company’s initial business combination or the redemption by the Company of 100% of the outstanding ordinary shares issued\nby the Company in the Initial Public Offering if the Company does not consummate an initial business combination within the Prescribed\nTime Period, as discussed in greater detail below. We presently have no revenue and have had losses since the inception from incurring\nformation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our\noperations.\n\n \n\nOn\nMay 27, 2025, holders of the Company’s Units could elect to separately trade the ordinary shares and rights included in its Units.\nThe ordinary shares and rights are expected to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbols “UYSC”\nand “UYSCR,” respectively. Units not separated will continue to trade on Nasdaq under the symbol “UYSCU.” Holders\nof units will need to have their brokers contact the Company’s transfer agent in order to separate the holders’ Units into\nordinary shares and rights.\n\n \n\nThe\nfunds in the trust account will be (i) invested only in cash or U.S. government treasury bills with a maturity of 185 days\nor less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940\nand that invest only in direct U.S. government obligations and/or (ii) deposited in an interest-bearing demand deposit account\nat a U.S. chartered commercial bank with consolidated assets of $100 billion or more. We intend to use substantially all of the\nfunds held in the trust account, including any amounts representing interest earned in the trust account (which interest shall be net\nof permitted withdrawals), if any, to complete our initial business combination.\n\n \n\n1\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Recent\nEvents**\n\n** **\n\n*2026\nExtraordinary General Meeting*\n\n \n\nOn\nMarch 31, 2026, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary\nGeneral Meeting, holders of our Ordinary Shares approved certain amendments to our Second Amended and Restated Memorandum and Articles\nof Association (the “Charter Amendment Proposal”) and an amendment to our Investment Management Trust Agreement with Continental\nStock Transfer & Trust Company (the “Trust Amendment Proposal”). In accordance with the Charter Amendment Proposal, we\nreceived the approval of our shareholders to amend our Amended and Restated Memorandum and Articles of Association to (i) extend the\ndate by which we must complete a business combination up to four times from April 1, 2026 to April 1, 2027, with each extension comprised\nof a three-month extension period, provided that the Sponsor or its designees cause to be deposited to the Trust Account the amount provided\nfor in the Trust Agreement and (ii) provide that we will not withdraw any amounts out of the interest from the Trust Account to pay dissolution\nexpenses.\n\n \n\nIn\naccordance with the Trust Amendment Proposal, our shareholders approved the amendment of our Investment Management Trust Agreement to\nextend the period of time within which we must complete a business combination from two times, each by an additional three-month period\nto October 1, 2026, to a total of four times, each by an additional three-month period to April 1, 2027 (each an “Extension Period”),\nprovided that the Sponsor and/or its designees deposit $450,000 into the Trust Account for each Extension Period. The Trust Agreement\nwas also amended to provide that (x) if the extension fee is not timely deposited into the Trust Account, we shall have a period of thirty\n(30) days to pay any applicable past due payment for the extension fee and if we fail to make any applicable past due payment during\nthe cure period, then we shall promptly liquidate the Trust Account and the property in the Trust Account shall be distributed to the\npublic shareholders and (y) we will not withdraw any amounts out of the interest from the Trust Account to pay dissolution expenses.\n\n \n\nIn\nconnection with the Charter Amendment Proposal and Trust Amendment Proposal, we agreed that (i) if it extends the time period within\nwhich to consummate a business combination and contributes the revised extension fee to the Trust Account in connection with such election,\nit intends to file a Current Report on Form 8-K to disclose such event and (ii) if the shareholders approve the Charter Amendment Proposal\nand the Trust Amendment Proposal, we would not seek another shareholder vote to approve a further change to the terms and conditions\nconcerning extending the time period within which to consummate a business combination\n\n \n\nIn connection with the shareholder\nvotes at the Extraordinary General Meeting, holders of 2,437,288 Ordinary Shares properly exercised their right to redeem their shares\nfor cash at a redemption price of approximately $10.38 per share. As a result, approximately $25,302,078 was removed from the Trust Account\nto pay such holders and approximately $34,390,068 remained in the Trust Account. Following these redemptions, we had 5,221,060 Ordinary\nShares, including 3,312,712 Public Shares, outstanding.\n\n \n\n*Amendment\nof Sponsor Note*\n\n** **\n\nOn September\n12, 2025, we issued an unsecured promissory note in the principal amount of up to $1,000,000 to the Sponsor (the “Sponsor\n2025 Note”). The Sponsor 2025 Note bears no interest and provided that we shall repay the principal balance on the earlier of:\n(i) March 31, 2026 or (ii) the date on which we consummate a business combination. Further, at any time prior to\npayment of the Sponsor 2025 Note, the Sponsor may elect to convert the outstanding principal balance into units of our securities\nat a conversion price equal to $10.00 per unit, with each unit consisting of one ordinary share and one right to receive one-fifth of\none ordinary share. Effective as of March 31, 2026, UYSC and Sponsor agreed to amend and restate the Sponsor 2025 Note to extend the\nmaturity date thereof to be the earlier of: (i) March 31, 2027 or (ii) the date on which we consummate a business combination. Other\nthan the foregoing terms, the amended Sponsor 2025 Note has the same terms as the Sponsor 2025 Note.\n\n \n\n*Extension\nPayment Loans*\n\n \n\nEffective\nas of March 31, 2026, Sun Peisha, an individual and the designee of the Sponsor, loaned UYSC the aggregate amount of $450,000, which\nsum was deposited into the Trust Account in order to extend the time that we have to consummate a business combination for the first\nthree-month extension period. On April 25, 2026, we issued a note to the lender to evidence the loan (the “Extension Note”).\nThe Extension Note bears no interest and provides that we shall repay the outstanding principal on the date on which we consummate the\nbusiness combination. On such maturity date, the entire outstanding principal balance of the Extension Note shall be converted into units\nof our securities at a conversion price of $10.00 per unit, with each unit consisting of one Ordinary Share of and one right to receive\none-fifth of one Ordinary Share.\n\n  \n\nFurther, on June 30, 2026,\nwe caused an additional amount of $450,000 to be deposited into the Trust Account in order to further extend the time that we have to\nconsummate our initial business combination to October 1, 2026. The second extension payment was loaned to us by Isdera HK Limited, an\naffiliate of Isdera Group.\n\n** **\n\n2\n\n[Table of Contents](#TableOfContents)\n\n** **\n\n*Isdera\nBusiness Combination*\n\n \n\nOn\nJuly 18, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Isdera Group Limited, a Cayman\nIslands company (“Isdera”), a company that shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd.,\na company in the business of designing automobiles in the People’s Republic of China (“Xinghui Automotive Technology”);\nJianxun Kou, Shuyan Wang and Wenfang Song, individuals, solely in their capacity as the shareholder representative of Xinghui Technology\n(collectively, the “XH Principal Shareholders”); Songze Shares Ltd., Wenyuan Holdings Ltd. and Shuyan Holdings Ltd., each a\nBVI business company organized under the laws of the British Virgin Islands (each, a “Principal Shareholder” and collectively,\nthe “Principal Shareholders”); and Wenfang Song, an individual, solely in his capacity as the shareholder representative, agent\nand attorney-in-fact of the Principal Shareholders (the “Principal Shareholders’ Representative”). The Merger Agreement further\ncontemplates that (i) we shall form a Cayman Islands exempted company as our wholly owned subsidiary (the “Purchaser”) and\n(ii) the Purchaser shall form a Cayman Islands exempted company as its wholly owned subsidiary (the “Merger Sub”) for the purpose\nof consummating the transactions contemplated by the Merger Agreement.\n\n \n\nPursuant\nto the Merger Agreement, the parties will consummate the SPAC Merger and the Acquisition Merger (together, the Isdera Business Combination”).\nUnder the SPAC Merger, we will be merged with and into Purchaser and our separate corporate existence will cease and Purchaser will continue\nas the surviving corporation (the “SPAC Merger”). In connection with the SPAC Merger, our issued and outstanding units shall\nseparate into its individual components of one ordinary share and one right, and all units shall cease to be outstanding and shall automatically\nbe canceled, and each of our issued and outstanding securities will be converted into an equivalent amount of Purchaser’s securities\nwith each of our ordinary shares to be automatically converted into one Class A ordinary share of the Purchaser and each of our Rights\nto be converted automatically into one Right of the Purchaser, and at the closing all such Purchaser Rights will be cancelled and the\nholders thereof will receive one-fifth (1/5) of one Purchaser Class A Ordinary Share in exchange for the cancellation of each Purchaser\nRight.\n\n \n\nFurther,\nconcurrently with the SPAC Merger, the parties will consummate the “Acquisition Merger” pursuant to which Merger Sub will\nmerge with and into Isdera, with Isdera surviving the merger and resulting in Purchaser acquiring 100% of the issued and outstanding\nequity securities of Isdera. Upon the closing of the Acquisition Merger, the ordinary shares of Purchaser issued shall be reclassified\ninto class A ordinary shares (“Purchaser Class A Ordinary Shares”) and class B ordinary shares (“Purchaser Class B\nOrdinary Shares*,*” together with Purchaser Class A Ordinary Shares, “Purchaser Ordinary Shares”) where each Purchaser\nClass A Ordinary Share shall be entitled to one (1) vote on all matters subject to a vote at general and special meetings of the post-closing\ncompany and each Purchaser Class B Ordinary Share shall be entitled to 10 votes on all matters subject to a vote at general and special\nmeetings of the post-closing company. The aggregate consideration to be paid to Isdera shareholders for the Acquisition Merger is such\nnumber of newly issued Purchaser Ordinary Shares determined by dividing the net value of Isdera, which was agreed to be $1,000,000,000,\nby $10.00 per share (the “Closing Payment Shares”).\n\n \n\n*Merger\nAgreement – Representations and Warranties*\n\n \n\nPursuant\nto the Merger Agreement, Isdera and its principal shareholders made certain representations and warranties relating to, among other things:\n(a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger\nAgreement and other transaction documents; (c) neither the execution, delivery nor performance of the Merger Agreement need any consent,\napproval, license or other action of any government authority; (d) absence of conflicts; (e) capital structure; (f) accuracy of charter\ndocuments and corporate records; (g) subsidiaries, (h) required consents and approvals; (i) financial information; (j) books and records,\n(k) absence of certain changes or events; (l) title to assets and properties; (m) material contracts; (n) licenses and permits; (o) compliance\nwith laws, including those relating to foreign corrupt practices and money laundering; (p) ownership of intellectual property; (q) customers\nand suppliers; (r) accounts, (s) employment and labor matters; (t) taxes matters; (u) environmental matters; (v) brokers and finders;\n(w) investment company status; and (x) other customary representations and warranties.\n\n \n\nWe\nalso made certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate\nmatters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) no governmental\nauthorization required; litigation; (d) non-contravention; (e) brokers and finders; (f) capital structure; (g) validity of share issuance;\n(h) minimum trust fund amount; (i) validity of Nasdaq Stock Market listing; (j) due authorization; (k) SEC filing requirements and financial\nstatements; (l) litigation; (m) compliance with laws; (n) that we are not an investment company; and (o) other customary representations\nand warranties.\n\n \n\n*Merger\nAgreement - Conduct Prior to Closing; Covenants; Conditions to Closing; Termination*\n\n \n\nEach\nof the parties agreed to, and cause its subsidiaries to, operate their respective businesses in the ordinary course, consistent with\npast practices, prior to the closing of the transactions (with certain exceptions) and not to take certain specified actions without\nthe prior written consent of the other party. We and Isdera have also agreed to customary “no shop” obligations.\n\n \n\n3\n\n[Table of Contents](#TableOfContents)\n\n \n\nConsummation\nof the Merger Agreement and the transactions contemplated thereby is conditioned on, various customary closing conditions, including,\namong other things: (i) the absence of any applicable law or order that prohibits or prevents the consummation of the transactions; (ii)\nno legal action brought by a non-affiliated third party seeking to enjoin or materially delay the closing; (iii) consummation of the\nSPAC Merger and related filings; (iv) the SEC shall have declared the registration statement effective and no stop order shall have been\nissued suspending its effectiveness; (v) receipt of the requisite shareholder approvals; (vi) receipt of necessary approvals from the\nCSRC; and (vii) continued listing of the our securities on Nasdaq.\n\n \n\nIn\naddition, the Merger Agreement may be terminated by:\n\n \n\n●either\nparty upon written notice to the other party in the event of any of the following: (a) failure to obtain required regulatory approvals\ndespite using commercially reasonable efforts; (b) a material adverse change affecting the other party; (c) the failure of any closing\ncondition that is not within the reasonable control of the terminating party; (d) mutual agreement of the parties, and that any delay\nin the transaction process caused by regulatory review, governmental approvals, geopolitical events, or other factors outside the reasonable\ncontrol of either party shall not be deemed as constitute a breach attributable to either party; (e) or the closing has not occurred\nby December 31, 2026.\n\n \n\n●UY\nScuti, if Isdera has materially breached any representation, warranty, agreement or covenant contained in the Merger Agreement or in\nany additional agreement or the Merger Agreement or the transactions contemplated thereby fail to be authorized or approved by the shareholders\nof Isdera, and such breach shall not be cured within fifteen (15) days following notice thereof.\n\n \n\n●Isdera,\nif we have materially breached any representation, warranty, agreement or covenant contained in the Merger Agreement or in any additional\nagreement and such breach has not been cured within fifteen (15) days following notice thereof.\n\n \n\n●Either\nparty if the other party causes a delay in the business combination for over six (6) months.\n\n \n\nIn\naddition to the Merger Agreement, the parties agreed to enter into certain ancillary agreements, including customary shareholder support\nagreements and lock-up agreements by certain shareholders of Isdera. In connection with the transactions, the parties and certain of\nour existing shareholders will enter into an Amended and Restated Registration Rights Agreement to provide for the registration rights\nin connection with the Ordinary Shares received by them in the Isdera Business Combination.\n\n \n\nThe\nMerger Agreement and related agreements are further described in the Form 8-K filed by the Company on July 24, 2025. Other\nthan as specifically discussed, this Form 10-K does not assume the closing of the Isdera Business Combination.\n\n \n\n**Business\nStrategy**\n\n \n\nOur\nefforts in identifying prospective target businesses will not be limited to a particular geographic region. To date, our efforts have\nbeen limited to organizational activities, activities related to the Initial Public Offering, identifying a target company for an initial\nbusiness combination, and activities related to consummating the Isdera Business Combination. We may pursue an initial business combination\nin any business or industry but expect to focus on a target in an industry where we believe our management team and Founder’s expertise\nwill provide us with a competitive advantage.\n\n \n\nWe\nwill seek to capitalize on the strength of our management team. Our team consists of experienced professionals and senior operating executives.\nCollectively, our officers and directors have decades of experience in operating companies. We believe we will benefit from their accomplishments,\nand specifically their current and recent activities with companies in identifying attractive acquisition opportunities. However, there\nis no assurance that we will complete a business combination.\n\n \n\nWe\nbelieve that the members of our management team and board of directors have valuable and applicable experience for sourcing and analyzing\npotential acquisition candidates across various industries and on an international basis based upon their professional experience. Jialuan\nMa has served as an independent director on the board of directors of Qomolangma Acquisition Corp. (ticker: QOMO) since August 2021 and\nserves as the chairman of the audit committee, compensation committee and nominating committee. On October 4, 2022, QOMO consummated\nits initial public offering of 5,000,000 units for total proceeds of $52.73 million. As of January 3, 2025, the closing price of\nQOMO was $11.55. However, QOMO received a notification from Nasdaq on November 13, 2024 in connection with the delisting of its shares\nfrom Nasdaq, following which QOMO submitted a response on January 3, 2025 notifying Nasdaq that it will seek the voluntary delisting\nof it shares. On January 6, 2025, QOMO issued a press release to announce the notice to Nasdaq and that it will redeem all of its outstanding\npublic shares of common stock effective as of December 27, 2024 and is in the process of winding up. On February 3, 2025, QOMO filed\na Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934. Sze Wai Lee has served\nas an independent director on the board of directors of Plutonian Acquisition Corp. (ticker: PLTN) from February 2022 to June 2024. He\nalso served as the chairman of the audit committee. On November 15, 2022, PLTN consummated its initial public offering of 5,750,000 units\nfor total proceeds of $57.5 million. On October 9, 2023, Plutonian entered into an Agreement and Plan of Merger with Big Tree Cloud Holdings\nLimited (ticker: DSY), which transaction closed on June 6, 2024 with a redemption rate of 99.7%. The transaction consideration was $500\nmillion. As our management and directors are not involved in the SPACs that are actively seeking for targets, we believe their fiduciary\nduties or contractual obligations with other SPAC companies will not materially affect our ability to complete our initial business combination.\n\n \n\n4\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Investment\nCriteria**\n\n \n\nOur\nmanagement team intends to focus on creating shareholder value by leveraging its experience in the management, operation and financing\nof businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions.\nWe have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses.\nWhile we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines\nshould we see justification to do so.\n\n \n\n●**Middle-Market\nGrowth Business.**We will primarily seek to acquire one or more growth businesses with a total enterprise value of between $200,000,000\nand $400,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that can\nbenefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do not intend to acquire\neither a start-up company (a company that has not yet established commercial operations) or a company with negative cash flow.\n\n \n\n●**Strong\nManagement Teams with a Proven Track Record.** We intend to seek candidates who have strong management teams with a proven track\nrecord of driving revenue growth, enhancing profitability and generating strong free cash flow. We will seek to partner with potential\ntarget’s management team and expect that the operating and financial abilities of our management and board will help a potential\ntarget company to unlock opportunities for future growth and enhanced profitability.\n\n \n\n●**Business\nwith Revenue and Earnings Growth Potential.**We will seek to acquire one or more businesses that have the potential for significant\nrevenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense\nreduction and synergistic follow-on acquisitions resulting in increased operating leverage.\n\n \n\n**●****Companies\nwith Potential for Strong Free Cash Flow Generation.**We will seek to acquire one or more businesses that have the potential to\ngenerate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams\nand definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order\nto enhance shareholder value.\n\n \n\n**●****Benefit\nfrom Being a Public Company.**We intend to only acquire a business or businesses that will benefit from being publicly traded\nand which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly\ntraded company.\n\n \n\nThese\ncriteria are not intended to be exhaustive or exclusive. Any evaluation relating to the merits of a particular business combination may\nbe based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our sponsor\nand management team may deem relevant. In the event that we decide to enter into a business combination with a target business that does\nnot meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder\ncommunications related to our business combination, which, as discussed in this annual report, would be in the form of proxy solicitation\nor tender offer materials, as applicable, that we would file with the United States Securities and Exchange Commission, or the SEC. In\nevaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings\nwith incumbent ownership, management and employees, document reviews, interviews of customers and suppliers, inspections of facilities,\nas well as reviewing financial and other information which will be made available to us.\n\n \n\n**Sourcing\nof Potential Business Combination Targets**\n\n \n\nOur\nmanagement team has developed a broad network of contacts and corporate relationships. We believe that the network of contacts and relationships\nof our management team and our sponsor will provide us with an important source of business combination opportunities. In addition, we\nanticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment banking\nfirms, private equity firms, consultants, accounting firms and business enterprises. We are not prohibited from pursuing a business combination\nwith a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture\nor other form of shared ownership with our sponsor, officers or directors. However, we will not consider or undertake an initial business\ncombination with any target company the financial statements of which are audited by an accounting firm that the PCAOB is unable to inspect\nfor two consecutive years.\n\n \n\nIf\nany of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity\nto which he or she has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination\nopportunity to such entity prior to presenting such business combination opportunity to us.\n\n \n\nUnless\nwe complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the\nfair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking\nfirm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an\nindependent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion\nis obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion\nin choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary\ngreatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials,\nas applicable, related to our initial business combination.\n\n \n\n5\n\n[Table of Contents](#TableOfContents)\n\n \n\nMembers\nof our management team may directly or indirectly own our ordinary shares and/or private placement units following the initial public\noffering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business\nwith which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest\nwith respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included\nby a target business as a condition to any agreement with respect to our initial business combination.\n\n \n\nEach\nof our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or\ncontractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities\nto such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes\naware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,\nhe or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity,\nand only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provides\nthat, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered\nto any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or\nofficer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable\nfor us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would\nmaterially undermine our ability to complete our business combination.\n\n \n\nHowever,\nbased on the existing relationships of our sponsor and our directors and officers, the fact that we may consummate a business combination\nwith a target in a wide range of industries, as well as the experiences of certain of our directors and officers and affiliates of our\nsponsor with the prior SPACs, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will\nmaterially affect our ability to complete our initial business combination.\n\n \n\nNotwithstanding\nthat, such officers and directors will continue to have a pre-existing fiduciary obligation to us and we will, therefore, have priority\nover any special purpose acquisition companies they subsequently join. In addition, because we may consummate a business combination\nwith a target in a broad array of industries, we do not believe that any such potential conflicts would materially affect our ability\nto complete our initial business combination.\n\n \n\n**Status\nas a Public Company**\n\n \n\nWe\nbelieve our structure will make us an attractive business combination partner to target businesses. As an existing public company, we\noffer a target business an alternative to the traditional initial public offering through a merger or other business combination with\nus. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock,\nshares or other equity interests in the target business for our ordinary shares (or shares of a new holding company) or for a combination\nof our ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various\ncosts and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost-effective\nmethod to becoming a public company than the typical initial public offering. In a typical initial public offering process, there are\nadditional expenses incurred in marketing, roadshow and public reporting efforts that may not be present to the same extent in connection\nwith a business combination with us.\n\n \n\nFurthermore,\nonce a proposed business combination is completed, the target business will have effectively become public, whereas an initial public\noffering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could\ndelay or prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and\nan additional means of providing management incentives consistent with shareholders’ interests. Being a public company can offer\nfurther benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.\n\n \n\nWhile\nwe believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential\ntarget businesses may have negative view of us since we are a blank check company without an operating history and there is uncertainty\nrelating to our ability to seek shareholder approval of any proposed initial business combination and retain sufficient funds in our\ntrust account in connection therewith.\n\n \n\n6\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Financial\nPosition**\n\n \n\nAs\nwe consummated our initial public offering on April 1, 2025, as of March 31, 2025, we had $nil in investments held in the trust account.\nFollowing the closing of our initial public offering, we had approximately $57,500,000 in investments held in the trust account assuming\nno redemptions and before fees and expenses associated with our initial business combination. With funds available for a business combination\nin trust account, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital\nfor the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Additionally,\nbecause we are a public company or because a target business may be an attractive investment opportunity for third parties or be financially\nfinanceable through a third-party traditional lender, we may be able to obtain additional financing from third parties in financing to\nsatisfy cash needs of any target and its shareholders. Because we are able to complete our initial business combination using our cash,\ndebt or equity securities, or additional financings or a combination of the foregoing, we have the flexibility to use the most efficient\ncombination that will allow us to tailor the consideration to be paid to the target business and its shareholders to fit their needs\nand desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available\nto us.\n\n \n\n**Initial\nBusiness Combination**\n\n \n\nWe\nare not presently engaged in, and we will not engage in any operations for an indefinite period of time following the initial public\noffering. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the\nprivate placement of the private placement units, the proceeds of the sale of our shares in connection with our initial business combination\n(including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the initial\npublic offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target,\nother securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company\nor business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous\nrisks inherent in such companies and businesses.\n\n \n\nIf\nour initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account\nare used for payment of the consideration in connection with our initial business combination or used for redemptions of our ordinary\nshares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance\nor expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing\nour initial business combination, to fund the purchase of other companies or for working capital.\n\n \n\nWe\nmay seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial\nbusiness combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the\namounts held in the trust account.\n\n \n\nIn\nthe case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy\nmaterials disclosing the business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder\napproval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our\ninitial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect\nto raising any additional funds through the sale of securities or otherwise.\n\n \n\nWe\nwill provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of\nour initial business combination either (i) in connection with a meeting of our shareholders called to approve the business combination\nor (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business\ncombination only if we receive an ordinary resolution under the law of the Cayman Islands law and our amended and restated memorandum\nand articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being\nentitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision\nas to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely\nin our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction\nwould require us to seek shareholder approval under applicable law or stock exchange listing requirement.\n\n \n\nInitially,\nwe had 12 months from the closing of the initial public offering to consummate our initial business combination. Following the approval\nof the Charter Amendment Proposal and Trust Amendment Proposal at the Extraordinary General Meeting, if we anticipate that we may not\nbe able to consummate our initial business combination within 12 months from the closing of the initial public offering, we may, by resolution\nof our board if requested by our sponsor, extend the period of time to consummate a business combination up to four (4) times, each by\nan additional three months (for a total of up to 24 months to complete a business combination), subject to the sponsor (or a designee)\ndepositing additional funds into the Trust Account as set out below. Pursuant to the terms of our memorandum and articles of association\nand the trust agreement we have entered into between us and Continental Stock Transfer & Trust Company, as amended following the\nExtraordinary General Meeting, in order for the time available for us to consummate our initial business combination to be extended,\nour sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust\naccount $450,000 per each three-month extension, up to an aggregate of $1,800,000 (for the entire 12 months’ extension period),\non or prior to the date of the applicable deadline, for each extension. In connection with any possible business combination, we may\nrequire that the target (or affiliates of any such target) provide an advance of funds (whether as a loan or other arrangement) to pay\nfor any additional extension costs. In the event that we receive notice from our sponsor five days prior to the applicable deadline of\nits wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the\napplicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not\nthe funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend\nthe time for us to complete our initial business combination. If we are unable to consummate our initial business combination within\nthe applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public\nshares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption,\nsubject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our\nobligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event,\nthe rights will be worthless.\n\n \n\n7\n\n[Table of Contents](#TableOfContents)\n\n \n\nOur\nsponsor may extend the time frame for the company to complete a business combination beyond the initial 12-month period, up to an additional\ntwelve (12) months for a total of twenty-four (24) months from the closing of the initial public offering to complete a business combination\nby depositing the required amount of funds for each three (3) month extension. Holders of our securities will not have the right to approve\nor disapprove any such extensions. Further, holders of our securities will not have the right to seek or obtain redemption in connection\nwith any extension of the time frame to complete a business combination. In addition, if we are unable to complete an initial business\ncombination within 12 months from the closing of the initial public offering (or up to 24 months from the closing of the initial public\noffering if we extend the period of time to consummate a business combination by the full amount of time), we will be unable to repay\nany loans including the loans from our sponsor, reimburse out-of-pocket expenses and make payments for rent and administrative services\nor expenses incurred in connection with pursuing an initial business combination, except to the extent of the limited funds available\noutside of the trust account, which could create a material conflict of interest in evaluating a potential initial business combination.\nIf we are unable to complete our initial business combination within 12 months from the closing of the initial public offering (or up\nto 24 months from the closing of the initial public offering if we extend the period of time to consummate a business combination, as\ndescribed in more detail in this annual report), or by such earlier liquidation date as our board of directors may approve, the founder\nshares, private units, private shares and private rights will be worthless, except to the extent they receive liquidating distributions\nfrom assets outside the trust account.\n\n \n\nAny\nsuch payments from our sponsor to extend the time frame would be made in the form of a loan from our sponsor to the company. Except with\nrespect to the loans already funded, the final and definitive terms of the loan in connection with any such loans have not yet been negotiated,\nbut any such loan would be interest free and not repaid unless and until we complete a business combination. If we complete our initial\nbusiness combination, we would expect to repay such loaned amounts out of the proceeds of the trust account released to us following\nany redemptions of our public shares or from funds which may be raised in any subsequent capital financing transaction which may be undertaken\nin connection with the completion of a business combination.\n\n \n\nTo\nthe extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages\nof development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor\nto evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant\nrisk factors. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass,\namong other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review\nof financial, operational, legal and other information which will be made available to us.\n\n \n\nThe\ntime required to select and evaluate a target business and to structure and complete our initial business combination, and the costs\nassociated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification\nand evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in\nour incurring losses and will reduce the funds we can use to complete another business combination.\n\n \n\n**Lack\nof Business Diversification**\n\n \n\nFor\nan indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely\non the future performance of a single business. Unlike other entities that have the resources to complete business combinations with\nmultiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate\nthe risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of\ndiversification may:\n\n \n\n●subject\nus to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular\nindustry in which we operate after our initial business combination; and\n\n \n\n●cause\nus to depend on the marketing and sale of a single product or limited number of products or services.\n\n \n\n**Limited\nAbility to Evaluate the Target’s Management Team**\n\n \n\nAlthough\nwe intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial\nbusiness combination with that business, our assessment of the target business’s management may not prove to be correct. In addition,\nthe future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future\nrole of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible\nthat one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely\nthat any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure\nyou that members of our management team will have significant experience or knowledge relating to the operations of the particular target\nbusiness.\n\n \n\nWe\ncannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The\ndetermination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business\ncombination.\n\n \n\nFollowing\na business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We\ncannot assure you that we will have the ability to recruit additional managers, or that such additional managers will have the requisite\nskills, knowledge or experience necessary to enhance the incumbent management.\n\n \n\n8\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Selection\nof a Target Business and Structuring of Our Initial Business Combination**\n\n \n\nThe\nNASDAQ rules require that our initial business combination must be with one or more target businesses that together have an aggregate\nfair market value equal to at least 80% of the balance in the trust account (less any income taxes payable on interest earned) at the\ntime of our signing a definitive agreement in connection with our initial business combination. If our Board of Directors is not able\nto independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent\ninvestment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to\nacquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with\nour initial business combination. If we are delisted from NASDAQ prior to completion of the business combination, the NASDAQ 80% requirement\nwould no longer be applicable.\n\n \n\nAny\nevaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as\nwell as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.\nIn evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,\nmeetings with incumbent management and inspection of facilities, as well as a review of financial and other information which is made\navailable to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage,\nalthough we have no current intention to engage any such third parties.\n\n \n\nWe\nanticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares\nwill own or acquire 100% of the equity interests or a portion of the assets of the target business or businesses. We may acquire a business\nline, division or subsidiary or stand-alone assets that could allow us to constitute an operating business. The determination of whether\nor not to acquire less than 100% of the equity interests or assets will be dependent upon numerous factors, including satisfaction certain\nobjectives of the target management team or target’s shareholders, the costs of any such proposed acquisition, our ability to constitute\na viable business from any such assets, legal issues involving assignments of contracts or intellectual property assets, or for other\nreasons, many of which we cannot determine at this time and will be contingent upon negotiations with prospective targets. We may, however,\nstructure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or\nassets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,\nbut we will only complete a business combination for equity interests if the post-transaction company owns or acquires 50% or more of\nthe outstanding voting securities of the target or otherwise acquires a controlling interest in the target or in the event of an acquisition\nof assets, an acquisition which results in an operating business line, sufficient for it not to be required to register as an investment\ncompany under the Investment Company Act of 1940, as amended, or the Investment Company Act. In considering an asset transaction, we\nwould acquire such assets only if we could constitute from such assets a stand-alone operating business. Even if the post-transaction\ncompany owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively\nown a minority interest in the post-transaction 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 would acquire a 100% controlling interest in the target. However, as a result\nof the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own\nless than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests\nor assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses\nthat is owned or acquired is what will be valued for purposes of the 80% of Nasdaq net assets test. If our initial business combination\ninvolves more than one target business or assets from different business, the 80% of net assets test will be based on the aggregate value\nof all of the target businesses.\n\n \n\nWe\nare not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors,\nor completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors.\nIn the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated\nmemorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain\nan opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating\nthat the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view.\nWe are not required to obtain such an opinion in any other context.\n\n \n\nMembers\nof our management team and our independent directors will directly or indirectly own founder shares and/or private placement units following\nthe initial public offering and, accordingly, may have a conflict of interest in determining whether a particular target business is\nan appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers\nand directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially\nmake a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public\nshareholders. If we are unable to complete our initial business combination within 12 months or up to 24 months from the closing\nof the initial public offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private\nplacement units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account,\nwhich could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition\ntarget that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may\nhave a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such\nofficers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.\n\n \n\n9\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Shareholders\nMay Not Have the Ability to Approve Our Initial Business Combination**\n\n \n\nWe\nmay conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended\nand restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable\nstock exchange rule, or we may decide to seek shareholder approval for business or other legal reasons.\n\n \n\nUnder\nthe Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:\n\n \n\n ●\nwe issue ordinary\nshares that will be equal to or in excess of 20% of the number of ordinary shares then issued and outstanding (other than in a public\noffering);\n\n \n\n ●any\nof our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively\nhave a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present\nor potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5%\nor more; or\n\n \n\n ●\nthe issuance or potential issuance of ordinary shares will result in our undergoing a change of control.\n\n \n\nThe\ndecision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval\nis not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a\nvariety of factors, including, but not limited to:\n\n  \n\n●the\ntiming of the transaction, including in the event we determine shareholder approval would require additional time and there is either\nnot enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other\nadditional burdens on the company;\n\n \n\n●the\nexpected cost of holding a shareholder vote;\n\n \n\n●the\nrisk that the shareholders would fail to approve the proposed business combination;\n\n \n\n●other\ntime and budget constraints of the company; and\n\n \n\n●additional\nlegal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.\n\n \n\n**Permitted\nPurchases of Our Securities**\n\n \n\nIn\nthe event we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial\nbusiness combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase\nshares out side of the redemption offer in compliance with the conditions set forth in SEC Tender Offer Rules and Schedules Compliance\nand Disclosure Interpretation 166.01 in privately negotiated transactions or in the open market either prior to or following the completion\nof our initial business combination. There is no limit on the number of shares such persons may purchase. However, they have no current\ncommitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.\nIn the event our sponsor, directors, officers, advisors or their affiliates determine to make any such purchases at the time of a shareholder\nvote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve\nsuch transaction. None of the funds in the trust account will be used to purchase shares in such transactions. They will not make any\nsuch purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are\nprohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although\nstill the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.\nWe will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods\nand when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution.\nWe cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent\nupon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders\nmay either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.\n\n \n\nIn\nthe event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from\npublic shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke\ntheir prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer\nsubject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the\nExchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the\npurchasers will comply with such rules.\n\n \n\n10\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe\npurpose of any such transactions could be to (i) increase the likelihood of obtaining shareholder approval of the business combination,\nor (ii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount\nof cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such\npurchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.\n\n \n\nIn\naddition, if such purchases are made, the public “float” of our ordinary shares may be reduced and the number of beneficial\nholders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our\nsecurities on a national securities exchange.\n\n \n\nOur\nsponsor, officers, directors, advisors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor,\nofficers, directors, advisors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us\ndirectly or by our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with\nour initial business combination. To the extent that our sponsor, officers, directors or their affiliates enter into a private purchase,\nthey would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro\nrata share of the trust account or vote against the business combination. Such persons would select the shareholders from whom to acquire\nshares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant\nat the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public shareholder\nwould receive if it elected to redeem its shares in connection with our initial business combination. Our sponsor, officers, directors,\nadvisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other\nfederal securities laws.\n\n \n\nAny\npurchases by our sponsor, officers, directors, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18\nunder the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which\nis a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18\nhas certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor,\nofficers, directors, advisors and/or their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2)\nor Rule 10b-5 of the Exchange Act.\n\n \n\nOur\nmanagement team, sponsor or any of their respective affiliates will be restricted from making purchases of shares if the purchases would\nviolate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by\nsuch person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to\nsuch reporting requirements. Additionally, in the event our management team, sponsor or any of their respective affiliates were to purchase\npublic shares from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under\nthe Exchange Act including, in pertinent part, through adherence to the following:\n\n \n\n●our\nregistration statement/proxy statement filed for our business combination transaction would disclose the possibility that our management\nteam, sponsor or any of their respective affiliates may purchase shares or rights from public shareholders outside the redemption process,\nalong with the purpose of such purchases;\n\n \n\n●if\nour management team, sponsor or any of their respective affiliates were to purchase public shares from public shareholders, they would\ndo so at a price no higher than the price offered through our redemption process;\n\n  \n\n●our\nregistration statement/proxy statement filed for our business combination transaction would include a representation that any of our\nsecurities purchased by our management team, sponsor or any of their respective affiliates would not be voted in favor of approving the\nbusiness combination transaction;\n\n  \n\n●our\nmanagement team, sponsor or any of their respective affiliates would not possess any redemption rights with respect to our securities\nor, if they do acquire and possess redemption rights, they would waive such rights; and\n\n  \n\n \n● \nwe\nwould disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following\nmaterial items: \n\n  \n\n●the\namount of our securities purchased outside of the redemption offer by our management team, sponsor or any of their respective affiliates,\nalong with the purchase price;\n\n  \n\n●the\npurpose of the purchases by our management team, sponsor or any of their respective affiliates;\n\n  \n\n●the\nimpact, if any, of the purchases by our management team, sponsor or any of their respective affiliates on the likelihood that the business\ncombination transaction will be approved;\n\n  \n\n●the\nidentities of our security holders who sold to our management team, sponsor or any of their respective affiliates (if not purchased on\nthe open market) or the nature of our security holders (e.g., 5% security holders) who sold to our management team, sponsor or any of\ntheir respective affiliates; and\n\n  \n\n \n● \nthe\nnumber of our securities for which we have received redemption requests pursuant to our redemption offer. \n\n \n\nPlease\nsee “Risk Factors — If we seek shareholder approval of our initial business combination, our sponsor, directors, officers,\nadvisors and their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business\ncombination and reduce the public “float” of our ordinary shares.”\n\n \n\n11\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Redemption\nRights for Public Shareholders upon Completion of Our Initial Business Combination**\n\n \n\nWe\nwill provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of\nour initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account\nas of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net\nof taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The\namount in the trust account is initially anticipated to be approximately $10.00 per public share. The per-share amount we will distribute\nto investors who properly redeem their shares are not subject to reduction by deferred underwriting commissions. Our sponsor, officers\nand directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with\nrespect to their founder shares, private placement shares and any public shares they may hold in connection with the completion of our\ninitial business combination.\n\n \n\n**Manner\nof Conducting Redemptions**\n\n \n\nWe\nwill provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of\nour initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii)\nby means of a tender offer. Shareholders will not be granted any right to redeem their securities in connection with any decision by\nus to extend the time frame to complete a business combination from 12 months to up to 24 months.\n\n \n\nThe\ndecision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by\nus, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of\nthe transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Under Nasdaq rules,\nasset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our company where we\ndo not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended\nand restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder\nvote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirement\nor we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities\non Nasdaq, we will be required to comply with Nasdaq rules.\n\n \n\nIf\na shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant\nto our amended and restated memorandum and articles of association:\n\n \n\n ●conduct\nthe redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulates issuer tender offers; and\n\n \n\n ●file\ntender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial\nand other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange\nAct, which regulates the solicitation of proxies.\n\n \n\nUpon\nthe public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with\nRule 10b5-1 to purchase our ordinary shares in the open market if we elect to redeem our public shares through a tender offer,\nto comply with Rule 14e-5 under the Exchange Act.\n\n \n\nIn\nthe event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,\nin accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination\nuntil the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering\nmore than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that\nwe may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of\nour initial business combination (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible\nasset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders\ntender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.\n\n \n\n12\n\n[Table of Contents](#TableOfContents)\n\n \n\nIf,\nhowever, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder\napproval for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:\n\n \n\n ●\nconduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the\nsolicitation of proxies, and not pursuant to the tender offer rules; and\n\n \n\n ●file\nproxy materials with the SEC.\n\n \n\nWe\nexpect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we\nexpect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice\nof redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently\nintend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we\nare not able to maintain our Nasdaq listing or Exchange Act registration.\n\n \n\nIn\nthe event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection\ntherewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.\n\n \n\nIf\nwe seek shareholder approval, unless otherwise required by applicable law, regulation or stock exchange rules, we will complete our initial\nbusiness combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative\nvote of a simple majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and\neach member of our management team have agreed to vote their founder shares and public shares purchased during or after the Initial Public\nOffering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any\npublic shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not\nbe voted in favor of approving the business combination transaction). For purposes of seeking approval of an ordinary resolution, non-votes\nwill have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial\nshareholders’ founder shares and representative shares, we would need 702,183, or 21.2%, of the 3,312,712 public shares currently\noutstanding public shares to be voted in favor of an initial business combination in order to have our initial business combination approved.\nAssuming that only the holders of a majority of our issued and outstanding ordinary shares, representing a quorum under our amended and\nrestated memorandum and articles of association vote their shares at a general meeting of the Company, we would not need any of the public\nshares sold in the IPO in addition to our founder shares and representative shares to be voted in favor of an initial business combination\nin order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger\nor consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special\nresolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do\nso, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. These quorum and voting\nthresholds and the agreement of our initial shareholders may make it more likely that we will consummate our initial business combination.\nEach public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction,\nor whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record\ndate for the general meeting held to approve the proposed transaction.\n\n \n\nOur\namended and restated memorandum and articles of association provides that in no event will we redeem our public shares in an amount that\nwould cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are\nnot subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net\ntangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed\nbusiness combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target\nfor working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with\nthe terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary\nshares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed\nbusiness combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any\nshares, and all ordinary shares submitted for redemption will be returned to the holders thereof.\n\n \n\n13\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Limitation\non Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval**\n\n \n\nNotwithstanding\nthe foregoing, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with\nour initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association\nprovides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is\nacting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking\nredemption rights with respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as the “Excess\nShares.” We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts\nby such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force\nus or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable\nterms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten\nto exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium\nto the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15%\nof the shares sold in the IPO, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block\nour ability to complete our initial business combination, particularly in connection with a business combination with a target that requires\nas a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’\nability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers\nand directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares\nheld by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares\nthrough a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject\nto this waiver. However, to the extent that any such affiliate acquires public shares in the IPO or thereafter through open market purchases,\nit would be a public shareholder and restricted from seeking redemption rights with respect to any Excess Shares. \n\n \n\n**Tendering\nShare Certificates in Connection with a Tender Offer or Redemption Rights**\n\n \n\nWe\nmay require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares\nin “street name,” to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender\noffer documents, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute\nproxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/\nWithdrawal At Custodian) System, rather than simply voting against the initial business combination. The tender offer or proxy materials,\nas applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate\nwhether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from\nthe time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the\nbusiness combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption\nrights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder\nvote, a final proxy statement would be mailed to public shareholders at least 20 days prior to the shareholder vote. However, we expect\nthat a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of\nredemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable\nfor shareholders to use electronic delivery of their public shares.\n\n \n\nThere\nis a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through\nthe DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not\nto pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking\nto exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless\nof the timing of when such delivery must be effectuated.\n\n \n\n14\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe\nforegoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with\ntheir business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial\nbusiness combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating\nsuch holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact\nsuch shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had\nan “option window” after the completion of the business combination during which he or she could monitor the price of the\ncompany’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open\nmarket before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders\nwere aware they needed to commit before the shareholder meeting, would become “option” rights surviving past the completion\nof the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery\nprior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.\n\n \n\nAny\nrequest to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the\ndate of the shareholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered\nits certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect\nto exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).\nIt is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed\npromptly after the completion of our initial business combination.\n\n \n\nIf\nour initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their\nredemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case,\nwe will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business\ncombination is not completed, we may continue to try to complete a business combination with a different target until the end of the\ncompletion window.\n\n \n\n**Redemption\nof Public Shares and Liquidation if No Initial Business Combination**\n\n \n\nWe\nonly have up to 24 months from the closing of the initial public offering (if we extend the period of time) to consummate a business\ncombination, as described in more detail in this Annual Report. If we are unable to complete our initial business combination within\nsuch 24-month period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably\npossible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal\nto the aggregate amount then on deposit in the trust account, including interest, divided by the number of then issued and outstanding\npublic shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to\nreceive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following\nsuch redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in\neach case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.\nThere will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to\ncomplete our initial business combination within the Prescribed Time Frame.\n\n \n\nOur\nsponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating\ndistributions from the trust account with respect to any founder shares and private placement shares held by them if we fail to complete\nour initial business combination within the completion window. However, if our sponsor or any of our officers and directors acquires\npublic shares after the Initial Public Offering, it will be entitled to liquidating distributions from the trust account with respect\nto such public shares if we fail to complete our initial business combination within the completion window.\n\n \n\nOur\nsponsor, officers and directors agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended\nand restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide for the\nredemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have\nnot consummated our initial business combination within the completion window or (B) with respect to any other provision relating\nto shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity\nto redeem their ordinary shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount\nthen on deposit in the trust account, including interest (net of permitted withdrawals), divided by the number of then outstanding public\nshares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001\n(so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised\nwith respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above),\nwe would not proceed with the amendment or the related redemption of our public shares.\n\n \n\n15\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe\nexpect that all costs and expenses associated with implementing our plan of liquidation, as well as payments to any creditors, will be\nfunded from amounts held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.\nIf we were to expend all of the net proceeds of the IPO and the sale of the private placement units, other than the proceeds deposited\nin the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount\nreceived by shareholders upon our dissolution would be approximately $10.00 (subject to increases for additional funds deposited into\nthe Trust Account in the event that our sponsor elects to extend the period of time to consummate a business combination, as described\nin more detail in this Annual Report). The proceeds deposited in the trust account could, however, become subject to the claims of our\ncreditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share\nredemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we\ncannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.\n\n \n\nAlthough\nwe will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute\nagreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit\nof our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that\nthey would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of\nfiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order\nto gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses\nto execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives\navailable to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such\nthird party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where\nwe may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise\nor skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver\nor in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that\nsuch entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts\nor agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we\nare unable to complete our initial business combination within the Prescribed Time Frame, or upon the exercise of a redemption right\nin connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not\nwaived that may be brought against us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if\nand to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we\nhave discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public\nshare or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due\nto reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as\nto any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims\nunder our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the\nevent that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent\nof any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy\ntheir indemnity obligations and believe that our sponsor’s only assets are securities of our company. None of our other officers\nwill indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.\n\n \n\nIn\nthe event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public\nshare held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets,\nin each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy\nits indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors\nwould determine 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.\nAccordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially\nless than $10.00 per share.\n\n \n\n16\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe\nwill seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring\nto have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements\nwith us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not\nbe liable as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under\nthe Securities Act. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,\nshareholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses\nexceed our estimate of costs and expenses incurred in connection with our liquidation, we may fund such excess with funds from the funds\nnot to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease\nby a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of costs and expenses incurred\nin connection with our liquidation, the amount of funds we intend to be held outside the trust account would increase by a corresponding\namount.\n\n \n\nIf\nwe file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the\ntrust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of\nthird parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot\nassure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an\ninvoluntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed\nunder applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”\nAs a result, a bankruptcy court could seek to recover all amounts received by our shareholders. Furthermore, our board may be viewed\nas having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company\nto claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot\nassure you that claims will not be brought against us for these reasons.\n\n \n\nOur\npublic shareholders will be entitled to receive funds from the trust account only upon the earlier of (i) the completion of our initial\nbusiness combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended\nand restated memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of our public\nshares if we do not complete our initial business combination within the Prescribed Time Frame or (B) with respect to any other provision\nrelating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of our public shares if we\nare unable to complete our initial business combination within the Prescribed Time Frame, subject to applicable law. In no other circumstances\nwill a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection\nwith our initial business combination, a shareholder’s voting in connection with the business combination alone will not result\nin a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have\nalso exercised its redemption rights described above.\n\n \n\n**Amended\nand Restated Memorandum and Articles of Association**\n\n \n\nOur\namended and restated memorandum and articles of association contains certain requirements and restrictions relating to the IPO that applies\nto us until the consummation of our initial business combination. If we seek to amend any provisions of our amended and restated memorandum\nand articles of association relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public\nshareholders with the opportunity to redeem their public shares in connection with any such vote. Our sponsor, officers and directors\nhave agreed to waive any redemption rights with respect to their founder shares, private placement shares and public shares in connection\nwith the completion of our initial business combination. Specifically, our amended and restated memorandum and articles of association\nprovide, among other things, that:\n\n \n\n  \n●\nprior\nto the consummation of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination\nat a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or\nagainst the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account,\nincluding interest (which interest shall be net of taxes payable) or (2) provide our public shareholders with the opportunity to\ntender their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their\npro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of income\ntaxes payable) in each case subject to the limitations described herein; \n\n  \n\n  \n●\nwe\nwill consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation\nand, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of\nthe business combination; \n\n \n\n  \n●\nif\nour initial business combination is not consummated within the Prescribed Time Frame, as described in more detail in this Annual\nReport), then our existence will terminate and we will distribute all amounts in the trust account; and \n\n \n\n  \n●\nprior\nto our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive\nfunds from the trust account or (ii) vote on any initial business combination. \n\n \n\nThese\nprovisions cannot be amended without the approval of holders of at least two-thirds of our ordinary shares. In the event we seek shareholder\napproval in connection with our initial business combination, our amended and restated memorandum and articles of association provides\nthat we may consummate our initial business combination only if approved by a majority of the ordinary shares voted by our shareholders\nat a duly held shareholders meeting.\n\n \n\n17\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Competition**\n\n \n\nIn\nidentifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from\nother entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged\nbuyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive\nexperience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess\ngreater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our\navailable financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore,\nour obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available\nto us for our initial business combination and our outstanding rights, and the future dilution they potentially represent, may not be\nviewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating\nan initial business combination.\n\n \n\n**Facilities**\n\n \n\nWe\ncurrently maintain our executive offices at 39 E Broadway, Suite 603, New York, NY 10002. The cost for this space is included in the\n$10,000 per month fee that we will pay an affiliate of our sponsor for office space, administrative and support services. We consider\nour current office space adequate for our current operations.\n\n \n\n**Employees**\n\n \n\nWe\ncurrently have three executive officers. Members of our management team are not obligated to devote any specific number of hours to our\nmatters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business\ncombination. The amount of time that our officers or any other members of our management team will devote in any time period will vary\nbased on whether a target business has been selected for our initial business combination and the current stage of the business combination\nprocess.\n\n \n\n**Corporate\nInformation**\n\n \n\nWe\nare a Cayman Islands exempted company incorporated on January 18, 2024. Our executive offices are located at 39 E Broadway, Suite\n603, New York, NY 10002, and our telephone number is (412)-947-0514.\n\n \n\nWe\nare required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required\nto disclose certain material events in Current Reports on Form 8-K. The SEC maintains an Internet website that contains reports, proxy\nand information statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet Website\nis located at http://www.sec.gov. In addition, we will provide copies of these documents by contacting us at the address, telephone number\nor facsimile number as described above.\n\n \n\n**Periodic\nReporting and Financial Information**\n\n \n\nWe\nhave registered our units, ordinary shares and rights under the Exchange Act and have reporting obligations, including the requirement\nthat we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual\nreports will contain financial statements audited and reported on by our independent registered public accountants.\n\n \n\nWe\nwill provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials\nor proxy solicitation materials sent to shareholders to assist them in assessing the target business. These financial statements may\nbe required to be prepared in accordance with, or be reconciled to, U.S. GAAP, or IFRS, depending on the circumstances and the historical\nfinancial statements may be required to be audited in accordance with the PCAOB. These financial statement requirements may limit the\npool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose\nsuch statements in accordance with federal proxy rules and complete our initial business combination within the Prescribed Time Frame.\nWhile this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.\n\n \n\nWe\nwill be required to evaluate our internal control procedures for the fiscal year ending March 31, 2026 as required by the Sarbanes-Oxley\nAct. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an “emerging\ngrowth company,” will we be required to comply with the independent registered public accounting firm attestation requirement on\nour internal control over financial reporting. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act\nregarding adequacy of their 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.\n\n \n\n18\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Potential\nConflicts**\n\n \n\nEach\nof our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations\nor duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination\nopportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which\nis suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary\nor contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under\nCayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by\nlaw: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly\nassumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business\nas us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction\nor matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the\npresentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however,\nthat the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our\ninitial business combination.\n\n \n\nIn\naddition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours\nor may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result,\nour sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities\nto us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments\nmay present additional conflicts of interest in pursuing an initial business combination target. However, we do not believe that any\nsuch potential conflicts would materially affect our ability to complete our initial business combination.\n\n \n\n**Enforcement\nof Civil Liabilities**\n\n \n\nCurrently,\nthe majority of our executive officers and directors either reside within China, are physically there for a significant portion of each\nyear, and a majority of them are PRC nationals. Jialuan Ma, our Chief Executive Officer and Director, holds Chinese citizenship and resides\nin China; Jiawen Zhao, our Chief Financial Officer, Chief Investment Officer and Director, holds Chinese citizenship and resides in China;\nSze Wai Lee, our Independent Director, holds Hong Kong citizenship and resides in China; Daniel John Paul Peart, our Independent Director,\nholds UK citizenship and resides in the UK; and Yan Liang, our Independent Director, holds Chinese citizenship and resides in China.\nAs a result, it may be difficult for you to effect service of process upon us or those persons inside mainland China. In addition, there\nis uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against\nus or such persons predicated upon the civil liability provisions of U.S. securities laws or those of any U.S. state, or whether the\ncourts of the Cayman Islands or the PRC would entertain original actions brought in the Cayman Islands or in the United States or any\nstate in the United States against us or our directors or officers that are predicated upon the federal securities laws of the United\nStates or the securities laws of any state in the United States. In addition, there is uncertainty as to whether the courts of the Cayman\nIslands would, in original actions brought in the Cayman Islands, impose liabilities against us predicated upon the civil liability provisions\nof the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in\nnature. Also, if we decide to consummate our initial business combination with a target business based in and primarily operating in\nChina, it is possible that substantially all or a significant portion of combined company’s assets may be located outside of the\nUnited States and some of the combined company’s officers and directors may reside outside of the United States. As a result, it\nmay be difficult to effect service of process upon these officers and directors who reside outside of the United States. Even with effective\nservice of process, it may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability\nprovisions of the U.S. federal securities laws against the officers and directors.\n\n \n\n*PRC*\n\n \n\nThe\nrecognition and enforcement of foreign judgments are provided for under the *PRC Civil Procedures Law*. PRC courts may recognize\nand enforce foreign judgments in accordance with the requirements of the *PRC Civil Procedures Law* based either on treaties between\nChina and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties\nor other forms of written arrangement with the U.S. that provide for the reciprocal recognition and enforcement of foreign judgments.\nIn addition, according to the *PRC Civil Procedures Law*, the PRC courts will not enforce a foreign judgment against us or our directors\nand officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public\ninterest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S.\n\n \n\n19\n\n[Table of Contents](#TableOfContents)\n\n \n\nIt\nmay also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China,\nthere are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside\nChina or otherwise with respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism\nwith its counterparts of another country or region to monitor and oversee cross-border securities activities, such regulatory cooperation\nwith the securities regulatory authorities in the U.S. may not be efficient in the absence of a practical cooperation mechanism. Furthermore,\naccording to Article 177 of the PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas\nsecurities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC.\nArticle 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities\nbusiness activities to foreign agencies without prior consent from the securities regulatory authority of the PRC State Council and the\ncompetent departments of the PRC State Council. While detailed interpretation of or implementing rules under Article 177 have yet to\nbe promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities\nwithin China may further increase difficulties faced by you in protecting your interests.\n\n \n\n*Hong\nKong*\n\n \n\nThere\nis also uncertainty as to whether the courts of Hong Kong would (1) recognize or enforce judgments of U.S. courts obtained against us\nor our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States\nor the securities laws of any state in the United States, or (2) entertain original actions brought in Hong Kong against us or our directors\nor officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United\nStates.\n\n \n\nIn\naddition, judgments of United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements\nproviding for reciprocal enforcement of foreign judgments between Hong Kong and the United States. However, subject to certain conditions,\nincluding but not limited to when the judgment is for a definite sum of money in a civil matter and not in respect of taxes, fines, penalties\nor similar charges, the judgment is final and conclusive rendered by a court with jurisdiction to adjudicate the matter and has not been\nstayed or satisfied in full, the judgment is from a competent court, the judgment was not obtained by fraud, misrepresentation or mistake\nnor obtained in proceedings which contravenes the rules of natural justice and the enforcement of the judgment is not contrary to public\npolicy in Hong Kong, Hong Kong courts may accept such judgment obtained from a United States court as a debt due under the rules of common\nlaw. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.\n\n \n\n**Potential\nLegal and Operational Risks Associated with Acquiring a Company that does Business in China**\n\n \n\nAlthough\nwe do not have any PRC subsidiary or China operations, a majority of our executive officers and directors are located in, or have significant\nties to, China, which may make us a less attractive partner to potential target companies outside the PRC than a non-PRC related SPAC.\nAs a result, we are more likely to acquire a company based in China through subsidiaries and VIEs in an initial business combination.\nIf we decide to consummate our initial business combination with a target business based in and primarily operating in China, the combined\ncompany may face various legal and operational risks and uncertainties after the business combination. In order to reduce or limit such\nrisks, we will not consider or undertake an initial business combination with any company which financial statements are audited by an\naccounting firm that the PCAOB is unable to inspect for two consecutive years. Accordingly, this may limit the pool of acquisition candidates\nwe may acquire in China due in part to PRC laws and regulations against foreign ownership and investment in certain assets and industries,\nknown as restricted industries, including, but not limited to, value added telecommunications services (except for e-commerce, domestic\nmultiparty communications, store-and-forward services and call centers). Further, due to (i) the risks associated with acquiring and\noperating a business in the PRC and/or Hong Kong and (ii) the fact that a majority of our executive officers and directors are located\nin or have significant ties to China, it may make a us a less attractive partner to certain potential target businesses as mentioned\nearlier.\n\n \n\nIn\nthe event that we determine to pursue a business combination with a target company based in China or Hong Kong, we may become subject\nto legal and operational risks because our sponsor operates in China and our executive officers and directors are located in or have\nsignificant ties to China resulting from PRC laws and regulations that are sometimes vague and uncertain, and which may therefore, present\nrisks that may result in a material change in the target company’s principal operations in China, significant depreciation of the\nvalue of the combined company’s securities, or materially hinder or prevent the offering of securities by the combined company\nto investors and cause the value of such securities to significantly decline or be worthless. While our officers and directors are not\nrequired to obtain permissions or approvals from PRC government authorities to search for a target company, the PRC government has significant\nauthority to exert influence on the ability of a China-based company to conduct its business, make or accept foreign investments or list\non a U.S. stock exchange. For example, if we enter into a business combination with a target business operating in China, the combined\ncompany may face risks associated with regulatory approvals of the proposed business combination between us and the target, offshore\nofferings, anti-monopoly regulatory actions, cybersecurity and data privacy, as well as the potential lack of PCAOB inspection of its\nauditors or the auditors of the target business. In addition, the combined company may be subject to legal and operational risks associated\nwith having substantially all of its operations in China, including risks related to the legal, political and economic polies of the\nChines government, the relations between China and the United States, or PRC or United States regulations, which risks could have a material\nadverse effect on the combined company’s operations and the value of the securities of the combined company.\n\n \n\n20\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Potential\nApprovals from the PRC Governmental Authorities for a Business Combination**\n\n \n\nWe\nare not limited to a particular industry or geographic region for purposes of consummating an initial business combination. Though we\ncurrently do not have any PRC subsidiary or China operations, we may consummate our initial business combination with a target with principal\noperations in China.\n\n \n\nThe\nPRC government has recently initiated a series of regulatory actions and statements to regulate business operations in China with little\nadvance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of\ncybersecurity reviews, and expanding its efforts in anti-monopoly enforcement. For example, according to the New Measures effective on\nFebruary 15, 2022, network platform operators with personal information of more than one million users must apply for cyber security\nreview to the Cyber Security Review Office when they go public abroad, and accordingly these companies may not be willing to list on\na U.S. stock exchange or enter into a definitive business combination agreement with us. If we enter into a business combination with\na target business operating in China, the combined company may face risks associated with regulatory approvals of the proposed business\ncombination between us and the target, offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy. The\nPRC government may also intervene with or influence the combined company’s operations as the government deems appropriate to further\nregulatory, political and societal goals. Any such action, once taken by the PRC government, could make it more difficult and costly\nfor us to consummate a business combination with a target business operating in China, result in material changes in the combined company’s\npost-combination operations and cause the value of the combined company’s securities to significantly decline, or in extreme cases,\nbecome worthless or completely hinder the combined company’s ability to offer or continue to offer securities to investors.\n\n \n\nOn\nFebruary 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures\nof Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which took effect\non March 31, 2023. The Trial Administrative Measures further clarified and emphasized several aspects, including: (i) comprehensive\ndetermination of the “indirect overseas offering and listing by PRC domestic companies” in compliance with the principle\nof “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial\nAdministrative Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total\nprofit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year\nis accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland\nChina, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management\nare mostly Chinese citizens or domiciled in mainland China; (ii) exemptions from immediate filing requirements for issuers that a) have\nalready been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date\nof the Trial Administrative Measures, and b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory\nauthority or the overseas stock exchange, c) whose such overseas securities offering or listing shall be completed before September 30,\n2023, provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in\nother circumstances that require filing with the CSRC; (iii) a negative list of types of issuers banned from listing overseas, such as\nissuers under investigation for bribery and corruption; (iv) regulation of issuers in specific industries; (v) issuers’ compliance\nwith national security measures and the personal data protection laws; and (vi) certain other matters such as: an issuer must file with\nthe CSRC within three business days after it submits an application for initial public offering to competent overseas regulators; and\nsubsequent reports shall be filed with the CSRC on material events, including change of control or voluntary or forced delisting of the\nissuer(s) who have completed overseas offerings and listings.\n\n \n\nThe\nRegulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six\nPRC regulatory agencies in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas\nlisting of securities in a PRC company to obtain the approval of CSRC prior to the listing and trading of such special purpose vehicle’s\nsecurities on an overseas stock exchange. The scope of the M&A Rules covers two types of transactions: (a) equity deals where the\nacquisition by a foreign investor, i.e., the offshore special purpose vehicle, of equity in a “PRC domestic company,” and\n(b) asset deals where the acquisition by an offshore special purpose vehicle of the assets of a “PRC domestic company.” Neither\nthe equity deals or the asset deals will be involved in our business combination process with a China-based target for the reason that\nthe offshore special purpose vehicle of such China-based target directly holds shares through the wholly foreign owned enterprise(s)\nor WFOE, which are established by means of direct investment rather than by equity deals or asset deals under the M&A Rules. To date,\nthe CSRC has not issued any definitive rules or interpretations concerning whether offerings such as the indirect listing of a China-based\nentity as part of the business combination are subject to the CSRC approval procedures under the M&A Rules. As a result, based on\nour management’s understanding of the current PRC laws, rules, regulations and local market practices, the CSRC’s approval\nunder the M&A Rules will not be required in the context of our business combination with a China-based target. However, substantial\nuncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles and the above analysis\nare subject to any new laws, rules and regulations or detailed implementation and interpretations in any form relating to the M&A\nRules. We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do. It\nis possible that we may need to obtain approvals or permissions from CSRC in order for us to complete a business combination with a China-based\ntarget pursuant to the M&A Rules. If we are required to obtain such approvals, we cannot assure we will be able to receive them in\na timely manner, or at all.\n\n \n\n21\n\n[Table of Contents](#TableOfContents)\n\n \n\nIn\naddition, on December 24, 2021, the CSRC released for public comments Provisions of the State Council on the Administration of Overseas\nSecurities Offering and Listing by Domestic Companies (Draft for Comments) and Administrative Measures for the Filing of Overseas Securities\nOffering and Listing by Domestic Companies (Draft for Comments) (the “Draft Rules”). The Draft Rules, if declared into effect,\nwill implement a new regulatory framework requiring Chinese businesses to file with CSRC when pursuing overseas listings. The Draft Rules\npropose a new filing system for all Chinese companies (including the VIE-structured companies) that are pursuing listings outside mainland\nChina. An overseas listing is required to be filed with CSRC within three working days (i) following the submission of IPO application\nin the case of an IPO (or similar application in the case of a dual listing on another market), or (ii) following the submission of offering/registration\napplications (or following the first announcement of the transaction, as applicable) in the case of a SPAC listing or “back-door”\nlisting. It is our management’s understanding that the Draft Rules, if enacted as it is, will subject a China-based target to the\nnew filing system if we decide to consummate our initial business combination with such target. The China-based target and the combined\ncompany may be subject to additional compliance requirements in the future if a final rule is adopted with material changes from the\nDraft Rules. Though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us, we\ncannot assure you that we will be able to receive clearance of such filing requirements in a timely manner, or at all.\n\n \n\nOn\nDecember 27, 2021, the National Development and Reform Commission (the “NDRC”) and the Ministry of Commerce (the “MOFCOM”)\npromulgated Special Administrative Measures (Negative List) for the Access of Foreign Investment (2021 Version), effective as of January 1,\n2022 (the “Negative List”). Compared to the previous version, there are no specific industries added to the list but, for\nthe first time, it declares China’s jurisdiction over (and detailed regulatory requirements on) overseas listings made by Chinese\nbusinesses in the so-called “Prohibited Industries.” According to Article 6 of the Negative List, domestic enterprises engaging\nin businesses in which foreign investment is prohibited shall obtain approval from the relevant authorities before offering and listing\ntheir shares on an overseas stock exchange. In addition, certain foreign investors shall not be involved in the operation or management\nof the relevant enterprise, and shareholding percentage restrictions under relevant domestic securities investment management regulations\nshall apply to such foreign investors. The intended scope of such jurisdiction was further clarified by NDRC officials on a press conference\nheld on January 18, 2022.\n\n \n\nOn\nJuly 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council\njointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities According to Law (the “Opinions”),\nwhich call for strengthened regulation over illegal securities activities and supervision on overseas listings by China-based companies\nand propose to take effective measures, such as promoting the development of relevant regulatory systems to deal with the risks and incidents\nfaced by China-based overseas-listed companies.\n\n \n\nUncertainties\nstill exist as to how the M&A Rules could be interpreted or implemented in the future, and the Opinions stated above is subject to\nany new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.\n\n \n\nFurthermore,\npursuant to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7,\n2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information\ninfrastructure operator in the course of its operations in China must be stored in China, and if a critical information infrastructure\noperator purchases internet products and services that affects or may affect national security, it should be subject to cybersecurity\nreview by the Cyberspace Administration of China (the “CAC”). In April 2020, the CAC and certain other PRC regulatory\nauthorities promulgated the Measures for Cybersecurity Review, which requires that operators of critical information infrastructure must\npass a cybersecurity review when purchasing network products and services which do or may affect national security. On January 4,\n2022, the CAC, in conjunction with 12 other government departments issued the New Measures for Cybersecurity Review (the “New Measures”).\nThe New Measures amends the Measures for Cybersecurity Review (Draft Revision for Comments) (the “Draft Measures”) released\non July 10, 2021 and came into effect on February 15, 2022. The PRC Data Security Law, which took effect on September 1,\n2021, imposes data security and privacy obligations on entities and individuals that carry out data activities, provides for a national\nsecurity review procedure for data activities that may affect national security and imposes export restrictions on certain data and information.\nOn August 20, 2021, the Standing Committee of the People’s Congress promulgated the PRC Personal Information Protection Law\n(the “PIPL”), which is to take effect on November 1, 2021. The PIPL sets out the regulatory framework for the handling\nand protection of personal information and the transmission of personal information overseas. If our potential future target business\nin China involves collecting and retaining internal or customer data, it is our management’s understanding that such target business\nmight be subject to the relevant cybersecurity laws and regulations, including the PRC Cybersecurity Law and the PIPL as discussed above,\nand that such target business needs to go through the cybersecurity review process before effecting a business combination if it is deemed\nas a critical information infrastructure operator purchasing internet products and services that affects or may affect national security,\na network platform operator that affect or may affect national security, or a network platform operator with personal information of\nmore than one million users. Since the New Measures is new, the implementation and interpretation thereof are not yet clear.\n\n \n\n22\n\n[Table of Contents](#TableOfContents)\n\n \n\nPursuant\nto the Holding Foreign Companies Accountable Act, or the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which\nfound that the PCAOB is unable to inspect or completely investigate registered public accounting firms headquartered in (1) mainland\nChina of the PRC because of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative\nRegion and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s\nreport identified the specific registered public accounting firms which are subject to these determinations. On December 15, 2022,\nthe PCAOB announced that PCAOB has secured complete access to inspect and investigate public accounting firms headquartered in mainland\nChina and Hong Kong, and vacated previous determinations to the contrary. However, uncertainties exist with respect to the implementation\nof this framework and there is no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations\nin a manner that satisfies the Protocol. Should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access —\nin any way and at any point in the future — the Board of the PCAOB will act immediately to consider the need to issue a new determination.\nOur auditor, Audit Alliance LLP, headquartered in Singapore, is an independent registered public accounting firm with the PCAOB and has\nbeen inspected by the PCAOB on a regular basis. Audit Alliance LLP is not headquartered in mainland China or Hong Kong and was not identified\nin the Determination Report as a firm subject to the PCAOB’s determinations. As a special purpose acquisition company, our current\nbusiness activities only involve the preparation of the initial public offering and searching for targets and consummating a business\ncombination following the initial public offering.\n\n \n\nIn\naddition, we will affirmatively exclude any target company the financial statements of which are audited by an accounting firm that the\nPCAOB has been unable to inspect for two consecutive years at the time of our business combination. Notwithstanding the foregoing, in\nthe event that we decide to consummate our initial business combination with a target business based in or primarily operating in China,\nif there is any regulatory change which prohibits the independent accountants from providing audit documentations located in mainland\nChina or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the\ntarget company or the combined company is subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such\ninspection which could result in limitation or restriction to our access to the U.S capital markets and trading of our securities on\na national securities exchange or in the over-the-counter trading market in the U.S. may be prohibited, under the HFCAA. On December 29,\n2022, the President signed the Consolidated Appropriations Act, 2023, which, among other things, amended the HFCAA to reduce the number\nof consecutive years an issuer can be identified as a Commission-Identified Issuer before the Commission must impose an initial trading\nprohibition on the issuer’s securities from three years to two years. Therefore, once an issuer is identified as a Commission-Identified\nIssuer for two consecutive years, the Commission is required under the HCFAA to prohibit the trading of the issuer’s securities\non a national securities exchange and in the over-the-counter market. If the combined company’s auditor cannot be inspected by\nthe PCAOB for two consecutive years, the trading of the securities on any U.S. national securities exchanges, as well as any over-the-counter\ntrading in the U.S., will be prohibited.\n\n \n\nNo\nPRC legal counsel has been retained for purpose of the initial public offering and consequently the company did not rely on the advice\nof PRC counsel. The above discussion is based on our management’s understanding of the current PRC laws, rules, regulations and\nlocal market practices and we cannot assure you that our management’s understanding is correct. If we engage in our business combination\nprocess with a China-based target, we expect to retain legal experts in the PRC and the U.S. that are experienced with structuring offshore\ntransactions with U.S. public companies. Additionally, we expect that the PRC legal expert will advise us and provide its opinion of\ncounsel relating to the approvals from the PRC Governmental Authorities for the business combination and we cannot assure you that the\nPRC legal counsel will reach the same conclusion as our management’s assessment above. We plan to consult with PRC government officials\nwhen possible to assist us with complying with these structuring considerations and changing developments.\n\n \n\n23\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Transfer\nof Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China (Post-Business Combination)**\n\n \n\nWe\nare a blank check company with no subsidiaries and no operations of our own except organizational activities, the preparation of the\ninitial public offering and, following the closing of the initial public offering, searching for a suitable target to consummate an initial\nbusiness combination. As of the date of this annual report, no transfers, dividends, or distribution have been made by us.\n\n \n\nIf\nwe decide to consummate our initial business combination with a target business based in and primarily operating in China, the combined\ncompany whose securities will be listed on a U.S. stock exchange may make capital contributions or extend loans to its PRC subsidiaries\nthrough intermediate holding companies subject to compliance with relevant PRC foreign exchange control regulations. After the business\ncombination, the combined company’s ability to pay dividends, if any, to the shareholders and to service any debt it may incur\nwill depend upon dividends paid by its PRC subsidiaries. Under PRC laws and regulations, PRC companies are subject to certain restrictions\nwith respect to paying dividends or otherwise transferring any of their net assets to offshore entities. In particular, under the current\nPRC laws and regulations, dividends may be paid only out of distributable profits. Distributable profits are the net profit as determined\nunder Chinese accounting standards and regulations, less any recovery of accumulated losses and appropriations to statutory and other\nreserves required to be made. A PRC company is required to set aside at least 10% of its after-tax profits each year to fund certain\nstatutory reserve funds (up to an aggregate amount equal to half of its registered capital). As a result, the combined company’s\nPRC subsidiaries may not have sufficient distributable profits to pay dividends to the combined company. Furthermore, if certain procedural\nrequirements are satisfied, the payment in foreign currencies on current account items, including profit distributions and trade and\nservice-related foreign exchange transactions, can be made without prior approval from State Administration of Foreign Exchange (the\n“SAFE”) or its local branches. However, where Renminbi is to be converted into foreign currency and remitted out of China\nto pay capital expenses, such as the repayment of loans denominated in foreign currencies, approval from or registration with competent\ngovernment authorities or its authorized banks is required.\n\n \n\nThe\nPRC government may take measures at its discretion from time to time to restrict access to foreign currencies for current account or\ncapital account transactions. If the foreign exchange control regulations prevent the PRC subsidiaries of the combined company from obtaining\nsufficient foreign currencies to satisfy their foreign currency demands, the PRC subsidiaries of the combined company may not be able\nto pay dividends or repay loans in foreign currencies to their offshore intermediary holding companies and ultimately to the combined\ncompany. We cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict the\nremittance of Renminbi into or out of the PRC. We cannot assure you, in light of the restrictions in place, or any amendment to be made\nfrom time to time, that the PRC subsidiaries of the combined company will be able to satisfy their respective payment obligations that\nare denominated in foreign currencies, including the remittance of dividends outside of the PRC.\n\n \n\nFurthermore,\nthe transfer of funds among the PRC subsidiaries are subject to the Provisions of the Supreme People’s Court on Several Issues\nConcerning the Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”),\nwhich was issued by the Supreme People’s Court of the People’s Republic of China on August 25, 2015 and amended on August 19,\n2020 and December 29, 2020, respectively, to regulate the financing activities between natural persons, legal persons and unincorporated\norganizations. The Provisions on Private Lending Cases do not apply to the disputes arising from relevant financial services such as\nloan disbursement by financial institutions and their branches established upon approval by the financial regulatory authorities to engage\nin lending business. The Provisions on Private Lending Cases set forth that private lending contracts will be deemed invalid under the\ncircumstance that (i) the lender swindles loans from financial institutions for relending; (ii) the lender relends the funds obtained\nby means of a loan from another profit-making legal person, raising funds from its employees, or illegally taking deposits from the public;\n(iii) the lender who has not obtained the lending qualification according to the law lends money to any unspecified object of the society\nfor the purpose of making profits; (iv) the lender lends funds to a borrower when the lender knows or should have known that the borrower\nintended to use the borrowed funds for illegal or criminal purposes; (v) the lending is violations of public orders or good morals; or\n(vi) the lending violates mandatory provisions of laws or administrative regulations. The Provisions on Private Lending Cases set forth\nthat the People’s Court shall support the interest rates not exceeding four times of the market interest rate quoted for one-year\nloan at the time the private lending contracts were entered into. It is our management’s understanding that the Provisions on Private\nLending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations. We have not been\nnotified of any other restriction which could limit our PRC subsidiaries’ ability to transfer cash between subsidiaries.\n\n \n\n24\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Corporate\nInformation**\n\n \n\nWe\nhave filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange\nAct. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing\na Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial\nbusiness combination.\n\n \n\nWe\nare an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities\nAct, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain\nexemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”\nincluding, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley\nAct of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy\nstatements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval\nof any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may\nbe a less active trading market for our securities and the prices of our securities may be more volatile.\n\n \n\nIn\naddition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended\ntransition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In\nother words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would\notherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.\n\n \n\nWe\nwill remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of\nthe completion of the initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c)in which\nwe are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds\n$700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible\ndebt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning\nassociated with it in the JOBS Act.\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 is equal to or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual\nrevenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates\nis equal to or exceeds $700 million as of the end of that year’s second fiscal quarter.\n\n \n\nWe\nare a Cayman Islands exempted company incorporated on January 18, 2024. Our executive offices are located at 39 E Broadway, Suite\n603, New York, NY 10002.\n\n \n\nExempted\ncompanies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying\nwith certain provisions of the Companies Act.\n\n \n\n**Legal\nProceedings**\n\n \n\nThere\nis no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team\nin their capacity as such.\n\n \n\n25\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Summary\nof Risk Factors**\n\n \n\nOur\nbusiness is subject to numerous risks and uncertainties, including those highlighted in the section title “Risk Factors,”\nthat represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more\nof the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events\nor circumstances, may adversely affect our ability to effect a business combination, and may have an adverse effect on our business,\ncash flows, financial condition and results of operations. This summary only highlights the more detailed information appearing elsewhere\nin this annual report. You should read this entire annual report carefully, including the information under “Risk Factors”\nand our financial statements and the related notes included elsewhere in this annual report, before investing.\n\n \n\n**General\nRisks to Investing in a SPAC entity and Completing a Business Combination**\n\n \n\n \n●\nWe\nhave no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;\n\n \n \n \n\n \n●\nAs\nthe number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there\nmay be more competition for attractive targets. This could increase the cost of our initial business combination and could even result\nin our inability to find a target or to consummate an initial business combination;\n\n \n \n \n\n \n●\nWe\nmay seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established\nrecord of revenue or earnings;\n\n \n \n \n\n \n●\nWe\nmay attempt to complete our initial business combination with a private company about which little information is available, which\nmay result in a business combination with a company that is not as profitable as we suspected, if at all;\n\n \n \n \n\n \n●\nThe\nfact that our sponsor has substantial ties with a non-U.S. person could impact our ability to complete our initial business combination;\n\n \n \n \n\n \n●\nA\nmajority of our executive officers and directors being located in or having significant ties to China, it may subject us to further\nrisks;\n\n \n \n \n\n \n●\nOur\npublic shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete\nour initial business combination even though a majority of our public shareholders do not support such a combination;\n\n \n \n \n\n \n●\nIf\nwe seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor\nof such initial business combination, regardless of how our public shareholders vote;\n\n \n\n26\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n●\nOur\nsponsor has the right to extend the term we have to consummate our initial business combination, without providing our shareholders\nwith redemption rights;\n\n \n \n \n\n \n●\nYour\nonly opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of\nyour right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination;\n\n \n\n \n●\nThe\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 a business combination with a target;\n\n \n \n \n\n \n●\nWe\nmay not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations\nexcept for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may\nonly receive $10.00 per share, or less than such amount in certain circumstances, and our rights will expire worthless;\n\n \n \n \n\n \n●\nOur\nletter agreement with our sponsor, directors and officers may be amended without shareholder approval;\n\n \n \n \n\n \n●\nWe\nmay approve an amendment or waiver of the letter agreement that would allow our sponsor to directly, or members of our sponsor to\nindirectly, transfer founder shares and private placement units in a transaction in which the sponsor removes itself as our sponsor\nbefore identifying a business combination, which may deprive us of key personnel;\n\n \n \n \n\n \n●\nIf\nwe seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates\nmay elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the\npublic “float” of our ordinary shares;\n\n \n \n \n\n \n●\nIf\na shareholder fails to receive notice of our offer to redeem our public 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\n \n●\nNASDAQ\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 or reduce protections under NASDAQ rules available to them;\n\n \n \n \n\n \n●\nYou\nwill not be entitled to protections normally afforded to investors of many other blank check companies;\n\n \n \n \n\n \n●\nIf\nwe seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,\nand if you or a “group” of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the\nability to redeem all such shares in excess of 15% of our ordinary shares;\n\n \n \n \n\n \n●\nIf\nwe are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share,\nor less in certain circumstances, on our redemption, and our rights will expire worthless;\n\n \n \n \n\n \n●\nIf\nthe net proceeds of the initial public offering not being held in the trust account are insufficient to allow us to operate for at\nleast the next 12 months (or up to 24 months from the closing of the initial public offering if we extend the period of time to consummate\na business combination, as described in more detail in this annual report), we may be unable to complete our initial business combination;\n\n \n \n \n\n \n●\n\nIf\nthird parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received\nby shareholders may be less than $10.00 per share;\n\n \n \n \n\n \n●\nIf\nwe are unable to consummate our initial business combination within 24 months from the closing of the initial public offering if\nwe extend the period of time to consummate a business combination, our public shareholders may be forced to wait beyond such time\nperiod before redeeming ordinary shares from our trust account;\n\n \n \n \n\n \n●\nOur\nshareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption\nof their shares;\n\n** **\n\n27\n\n[Table of Contents](#TableOfContents)"}