{"url_path":"/sec/uysc/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.**","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":6828,"has_tables":true,"body_markdown":"**Item\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.**\n\n \n\nOur\ncurrent directors and executive officers are as follows:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nJialuan\nMa\n \n52\n \nChief\nExecutive Officer and Director\n\nJiawen\nZhao\n \n32\n \nChief\nFinancial Officer, Chief Investment Officer and Director\n\nSze\nWai Lee\n \n57\n \nIndependent\nDirector\n\nDaniel\nJohn Paul Peart\n \n43\n \nIndependent\nDirector\n\nYan\nLiang\n \n43\n \nIndependent\nDirector\n\n \n\n**Jialuan\nMa** has served as our Chief Executive Officer and a Director since August 2024. Ms. Ma has extensive experience relating\nto financial and business management. She is also a charted institute management accountant from the UK since 1998. She has served as\nthe financial director for Roche Pharma China in Shanghai from August 2019 to April 2021, where she oversighted the company’s\nfinancial planning and analysis. From December 2017 to August 2018, she served as global financial planning and analysis director\nfor Lenovo. From November 2014 to November 2017, she served as finance director of mainland China and Taiwan at Hitachi Vantara\nChina and co-led the local factory set up. Before this, she worked as finance leaders at Intel for ten years across sales marketing,\nR&D and manufacturing in Hongkong SAR, California, US, Costa Rica and Shanghai, China. Ms. Ma received her two bachelor’s degrees\nin English and Economics from Shanghai Jiao Tong University in 1991, an MBA from Richmond Business School in 1998 and a Master of Science\nfrom City University of Hong Kong in 2013. Since August 2021, she has also served as independent director at Qomolangma Acquisition\nCorp. and as the chairman of its audit committee, compensation committee, and nominating committee. We believe Ms. Ma is qualified to\nserve as our Chief Executive Officer and director due to her extensive experience in business management.\n\n \n\n**Jiawen\nZhao** has served as our Chief Investment Officer and a Director since August 2024 and was appointed as our Chief Financial\nOfficer in March 2026. Ms. Zhao has multiple years of experiences in investment management. Since June 2022, she has served as an Investment\nDirector at The Balloch (Holding) Group, where her work involves investment strategy development and implementation, due diligence on\npotential investment opportunities and deal execution surrounding mergers and acquisitions & private equity investments. Previously,\nshe worked at Shanghai EasyFund Investment Management Co., Ltd. and Jianzhao Investment Management (Nanjing) Co., Ltd., where she performed\na wide range of functions including macro and micro investment research, development and execution of strategic initiatives, developing\nand maintaining financial models to evaluate private equity investment opportunities and assessing their financial viability. Ms. Zhao\nreceived her master of finance degree from University of California, Riverside and her two bachelor’s degrees in management and\nEnglish from Huazhong University of Science & Technology. We believe Ms. Zhao is well qualified to serve on our board of directors\nbecause of her extensive experience in private equity investment as well as participation in complex transactions. Ms. Zhao is a CFA\ncharter-holder.\n\n \n\n**Daniel\nJohn Paul Peart** has served as an Independent Director on our board since August 2024. Mr. Peart holds a B.S. in engineering\nfrom Loughborough University in United Kingdom, and since July 2017, has served various corporate functions at Jaguar Land Rover for\nmore than a decade including serving as Purchasing Vice President and Head of Central & Eastern Procurement. We believe Mr. Peart\nis well qualified to serve on our board of directors because of his extensive experiences in cross-border transactions, as well as his\nknowledge and experiences in corporate governance and operation for public companies.\n\n \n\n90\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Yan\nLiang** has served as an Independent Director on our board since August 2024. Ms. Liang holds Bachelor of Finance from Shanghai\nInternational Studies University, since December 2021, has served as she has served as finance director and secretary of the board of\ndirectors for BaiXing.com since 2021, where she oversees financial and tax management, post-investment management as well as investor\nrelationship. Prior to that, Ms. Liang was a Financial Consulting Partner at Suzhou Zhesida Management Consulting Co., Ltd. She provided\ncorporate strategy consulting for tourism enterprise clients and corporate financial advisory services for startups and potential listed\ncompanies. Before her financial consulting career, from August 2014 to April 2019, Ms. Liang served as finance director of DerbySoft\n(Shanghai) Co. Ltd., a travel information technology company where she was heavily involved in engaging with financial and strategic\ninvestors and developing financing strategies for the company. Prior to that, Ms. Liang has ten years of IPO audit experience at E&Y\nChina, including HSOL in NASDAQ, YOKU in NYSE, CEA in NYSE etc. Ms. Liang is a qualified CICPA, AICPA, CGMA and CIA. We believe Ms. Liang\nis well qualified to serve on our board of directors because of the confluence of her practical experience as corporate finance leader,\nher overall financial and market sophistication, and her broad network of relationships that can aid our search for an acquisition target.\n\n \n\n**Sze\nWai Lee** has served as an Independent Director on our board since August 2024. Mr. Lee has more than 28 years of experiences\nin accounting, finance and investment. Mr. Lee has served as chairman of the board of directors and the chief executive officer\nof Shanghai Yingli Investment Management Co., Ltd., a PRC registered company engaged in the media business in China under the brand name\n“Forbes China,” since 2018 and since 2015, he also serves as the executive director and chief executive officer of Shanghai\nCapital Resources Investment Management Company Ltd., a PRC registered company engaged in commodities trading. Mr. Lee received\nhis bachelor’s degree in Accounting from University of Wollongong in 1992. Mr. Lee is also a CPA of CPA Australia and a fellow\nmember of the Hong Kong Institute of CPA. Mr. Lee has also served as independent director and audit committee chair of Plutonian\nAcquisition Corp. which completed its business combination in June 2024. We believe Mr. Lee is qualified to serve on our board\nof directors due to his extensive financial, commercial, corporate strategy, investment and transaction experience.\n\n \n\n**Number,\nTerms of Office and Election of Officers and Directors**\n\n \n\nOur\nBoard of Directors consists of 5 members. Each of our directors will hold office until terminated as described in the Articles and Memorandum\nof Association. Subject to any other special rights applicable to the shareholders, any vacancies on our Board of Directors may be filled\nby the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders\nof our ordinary shares.\n\n \n\nOur\nofficers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms\nof office. Our Board of Directors is authorized to appoint persons to the offices set forth in our Amended and Restated Memorandum and\nArticles of Association as it deems appropriate. Our Amended and Restated Memorandum and Articles of Association provides that our officers\nmay consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries,\nTreasurer and such other offices as may be determined by the Board of Directors.\n\n \n\n**Director\nIndependence**\n\n \n\nThe\nNASDAQ listing standards require that a majority of our Board of Directors be independent. An “independent director” is defined\ngenerally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer\nof an organization that has a relationship with the company). We have three “independent directors” as defined in the NASDAQ\nlisting standards and applicable SEC rules. Our board has determined that each of Ms. Liang and Messrs. Lee and Peart are independent\ndirectors under applicable SEC and NASDAQ rules. Following the completion of our initial public offering, our independent directors will\nhave regularly scheduled meetings at which only independent directors are present.\n\n \n\n**Officer\nand Director Compensation**\n\n \n\nNone\nof our officers or directors have received any cash or non-cash compensation for services rendered to us. Commencing on the date that\nour securities are first listed on the NASDAQ through the earlier of consummation of our initial business combination and our liquidation,\nwe will pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services. Our sponsor,\nofficers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection\nwith activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.\nOur audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their\naffiliates.\n\n \n\n91\n\n[Table of Contents](#TableOfContents)\n\n \n\nAfter\nthe completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,\nmanagement or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known,\nin the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.\nIt is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the\npost-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers\nwill be determined by a compensation committee constituted solely by independent directors.\n\n \n\nWe\ndo not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation\nof our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment\nor consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or\nconsulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting\na target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business\ncombination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any\nagreements with our officers and directors that provide for benefits upon termination of employment.\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nOur\nBoard of Directors has three standing committees: an audit committee, a compensation committee and a nominating committee. Each committee\nwill operate under a charter that has been approved by our board and will have the composition and responsibilities described below.\nSubject to phase-in rules and a limited exception, NASDAQ rules and Rule 10A-3 of the Exchange Act require that the audit committee\nof a listed company be comprised solely of independent directors, and NASDAQ rules require that the compensation committee of a listed\ncompany be comprised solely of independent directors.\n\n \n\n*Audit\nCommittee*\n\n \n\nWe\nhave established an audit committee of the Board of Directors. The members of our audit committee are Yan Liang who serves as Chairperson\nand Daniel John Paul Peart and Sze Wai Lee. Each member of the audit committee is financially literate and our Board of Directors has\ndetermined that Yan Liang qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have\nadopted an audit committee charter, which details the principal functions of the audit committee, including:\n\n \n\n \n●\nthe\nappointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent\nregistered public accounting firm engaged by us;\n\n \n\n \n●\npre-approving\nall audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged\nby us, and establishing pre-approval policies and procedures;\n\n \n\n \n●\nreviewing\nand discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;\n\n \n\n \n●\nsetting\nclear hiring policies for employees or former employees of the independent auditors;\n\n \n\n \n●\nsetting\nclear policies for audit partner rotation in compliance with applicable laws and regulations;\n\n \n\n \n●\nobtaining\nand reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal\nquality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review,\nof the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years\nrespecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;\n\n \n\n \n●\nreviewing\nand discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board\nwhether the audited financial statements should be included in our Form 10-K;\n\n \n\n \n●\ndiscussing\nwith management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation\nof our financial statements;\n\n \n\n \n●\nreviewing\nand approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC\nprior to us entering into such transaction; and\n\n \n\n \n●\nreviewing\nwith management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including\nany correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues\nregarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated\nby the Financial Accounting Standards Board, the SEC or other regulatory authorities.\n\n \n\n92\n\n[Table of Contents](#TableOfContents)\n\n \n\n*Compensation\nCommittee*\n\n \n\nWe\nhave established a compensation committee of the Board of Directors. The members of our Compensation Committee are Yan Liang, Daniel\nJohn Paul Peart and Sze Wai Lee and Yan Liang serves as chairwoman of the compensation committee. We have adopted a compensation committee\ncharter, which details the principal functions of the compensation committee, including:\n\n \n\n \n●\nreviewing\nand approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,\nevaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the\nremuneration (if any) of our Chief Executive Officer’s based on such evaluation;\n\n \n\n \n●\nreviewing\nand approving the compensation of all of our other officers;\n\n \n\n \n●\nreviewing\nour executive compensation policies and plans;\n\n \n\n \n●\nimplementing\nand administering our incentive compensation equity-based remuneration plans;\n\n \n\n \n●\nassisting\nmanagement in complying with our proxy statement and annual report disclosure requirements;\n\n \n\n \n●\napproving\nall special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;\n\n \n\n \n●\nproducing\na report on executive compensation to be included in our annual proxy statement; and\n\n \n\n \n●\nreviewing,\nevaluating and recommending changes, if appropriate, to the remuneration for directors.\n\n \n\nThe\ncharter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,\nlegal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such\nadviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the\ncompensation committee will consider the independence of each such adviser, including the factors required by the NASDAQ and the SEC.\n\n \n\n*Nominating\nCommittee*\n\n \n\nWe\nhave established a nominating committee. The nominating committee is comprised of Yan Liang, Daniel John Paul Pear and Sze\nWai Lee. Sze Wai Lee serves as Chairman of the committee. In accordance with Rule 5605 of the NASDAQ rules, all such directors\nare independent. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board\nof directors. The nominating committee will consider persons identified by its members, management, stockholders, investment bankers\nand others.\n\n \n\nWe\nhave adopted a nominating committee charter, which details the principal functions of the nominating and, including:\n\n \n\n \n●\nIdentifying,\nscreening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination\nfor appointment at the annual general meeting or to fill vacancies on the board of directors;\n\n \n\n \n●\nDeveloping\nand recommending to the board of directors and overseeing implementation of our corporate governance guidelines;\n\n \n\n \n●\nCoordinating\nand overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance\nof the company; and\n\n \n\n \n●\nReviewing\non a regular basis our overall corporate governance and recommending improvements as and when necessary.\n\n \n\nThe\ncharter also provides that the nominating committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search\nfirm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other\nretention terms.\n\n \n\n*Director\nNominations*\n\n \n\nOur\nnominating committee will recommend to the board of directors candidates for nomination for appointment at the annual general meeting.\nWe have not formally established any specific minimum qualifications that must be met or skills that are necessary for directors to possess.\nIn general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of\nprofessional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent\nthe best interests of our shareholders.\n\n \n\n93\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Compensation\nCommittee Interlocks and Insider Participation**\n\n \n\nNone\nof our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or Board of Directors\nof another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee\nof another entity, one of whose executive officers served on our Board of Directors.\n\n \n\n**Code\nof Ethics**\n\n \n\nWe\nhave adopted a Code of Ethics applicable to our directors, officers and employees. We filed copies of our Code of Ethics and our audit\ncommittee, compensation committee and nominating committee charters as exhibits to the registration statement of which the prospectus\nformed a part prior to its effectiveness. You will be able to review these documents by accessing our public filings at the SEC’s\nweb site at *www.sec.gov*. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend\nto disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.\n\n \n\n**Insider\nTrading Policy**\n\n \n\nThe\nCompany has adopted an insider trading policy which governs transactions in our securities by the Company and its\ndirectors, officers, employees, consultants, and contractors and is designed to promote compliance with insider trading laws, rules and\nregulations applicable to the Company. A copy of our insider trading policy is filed with this Annual Report on Form 10-K\nas Exhibit 19.1.\n\n \n\n**Conflicts\nof Interest**\n\n \n\nUnder\nCayman Islands law, directors and officers owe the following fiduciary duties:\n\n \n\n \n●\nduty\nto act in good faith in what the director or officer believes to be in the best interests of the company as a whole;\n\n \n \n \n\n \n●\nduty\nto exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;\n\n \n \n \n\n \n●\ndirectors\nshould not improperly fetter the exercise of future discretion;\n\n \n \n \n\n \n●\nduty\nto exercise powers fairly as between different sections of shareholders;\n\n \n \n \n\n \n●\nduty\nnot to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;\nand\n\n \n \n \n\n \n●\nduty\nto exercise independent judgment.\n\n \n\nIn\naddition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement\nto act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person\ncarrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience\nof that director.\n\n \n\nAs\nset out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,\nor to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be\nforgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by\nway of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval\nat general meetings.\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\n94\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe\ndo not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially\naffect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provides\nthat to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty,\nexcept and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business\nactivities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to\nparticipate in, any potential transaction or matter which may be a corporate opportunity for to any director or officer on the one hand,\nand us, on the other.\n\n \n\nMembers\nof our management team may participate in the formation of, invest in (on behalf of themselves, their affiliates or its and their clients),\nor become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result,\nmembers of our management team could have conflicts of interest in determining whether to present business combination opportunities\nto us or to any other blank check company with which they may become involved.\n\n \n\nPotential\ninvestors should also be aware of the following other potential conflicts of interest:\n\n \n\n \n●\nnone\nof our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest\nin allocating his or her time among various business activities.\n\n \n \n \n\n \n●\nin\nthe course of their other business activities, our officers and directors may become aware of investment and business opportunities\nwhich may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may\nhave conflicts of interest in determining to which entity a particular business opportunity should be presented. Please see “— Directors,\nExecutive Officers and Corporate Governance” for a description of our management’s other affiliations.\n\n \n \n \n\n \n●\nOur\nofficers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business\nactivities similar to those intended to be conducted by our company.\n\n \n \n \n\n \n●\nUnless\nwe consummate our initial business combination, our officers, directors, and other insiders will not receive reimbursement for any\nout-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in\nthe trust account.\n\n \n \n \n\n \n●\nour\nsponsor, officers and directors have agreed to waive their redemption rights with respect to our founder shares, private placement\nshares and public shares in connection with the consummation of our initial business combination. Additionally, our sponsor, officers\nand directors have agreed to waive their redemption rights with respect to their founder shares and private placement shares if we\nfail to consummate our initial business combination within 12 months from the closing of our initial public offering (or up to 24\nmonths from the closing of our initial public offering if we extend the period of time to consummate a business combination, as described\nin more detail in this Annual Report). If we do not complete our initial business combination within such applicable time period,\nthe proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our public\nshares, and the private placement units and underlying securities will be worthless. With certain limited exceptions, the founder\nshares will not be transferable, assignable or saleable by our sponsor until the earlier of (x) six months after the date of the\nconsummation of our initial business combination or (y) the date on which the closing price of our ordinary shares equals or exceeds\n$12.00 per share (as adjusted for share splits, share surrenders, reorganizations and recapitalizations) for any 20 trading days\nwithin any 30-trading day period commencing at least 150 days after our initial business combination, or (z) we consummate a subsequent\nliquidation, merger, share exchange or other similar transaction after our initial Business Combination which results in all of our\nshareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions,\nthe private placement units and underlying securities will not be transferable, assignable or saleable by our sponsor until after\nthe completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own ordinary\nshares and rights following our initial public offering, our officers and directors may have a conflict of interest in determining\nwhether a particular target business is an appropriate business with which to effectuate our initial business combination.\n\n \n \n \n\n \n●\nour\nkey personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.\nThese agreements may provide for them to receive compensation following our initial business combination and as a result, may cause\nthem to have conflicts of interest in determining whether to proceed with a particular business combination.\n\n \n \n \n\n \n●\nour\nkey personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation\nof any such key personnel was included by a target business as a condition to any agreement with respect to our initial business\ncombination.\n\n \n \n \n\n \n●\nour\nsponsor and members of our management team directly or indirectly own our securities, and accordingly, they may have a conflict of\ninterest in determining whether a particular target business is an appropriate business with which to effectuate our initial business\ncombination. Upon the closing of our initial public offering, our sponsor will have invested in us an aggregate of $2,433,480, comprised\nof the $25,000 purchase price for the founder shares (or approximately $0.02 per share) and the $2,408,480 purchase price for the\nprivate placement units. Accordingly, our sponsor and management team may be more willing to pursue a business combination with a\nriskier or less-established target business than would be the case if our sponsor had paid the same per share price for the\nfounder shares as our public shareholders paid for their public shares.\n\n \n\n \n●\ncertain\nmembers of our management team will receive compensation upon consummation of our initial business combination, and accordingly,\nthey may have a conflict of interest in determining whether a particular target business is an appropriate business with which to\neffectuate our initial business combination as such compensation will not be received unless we consummate such business combination.\n\n \n\n95\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n●\nin\nthe event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on\nour behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether\na particular target business is an appropriate business with which to effectuate our initial business combination as such loans may\nnot be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.\n\n \n \n \n\n \n●\nsimilarly,\nif we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee\nin order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining\nwhether a particular target business is an appropriate business with which to effectuate our initial business combination as any\nsuch fee may not be paid unless we consummate such business combination.\n\n \n \n \n\n \n●\nwe\nare not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or\nmembers of our management team; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular\ntarget business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s)\nwould have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated\nsuch business combination.\n\n \n\nThe\nconflicts described above may not be resolved in our favor.\n\n \n\nIn\ngeneral, officers and directors of a corporation incorporated under the laws of the Cayman Islands are required to present business opportunities\nto a corporation if:\n\n \n\n \n●\nthe\ncorporation could financially undertake the opportunity;\n\n \n\n \n●\nthe\nopportunity is within the corporation’s line of business; and\n\n \n\n \n●\nit\nwould not be fair to the corporation and its shareholders for the opportunity not to be brought to the attention of the corporation.\n\n \n\nAccordingly,\nas a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business\nopportunities meeting the above-listed criteria to multiple entities. Furthermore, our current Amended and Restated Memorandum and Articles\nof Association provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in\ncircumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have.\nAccordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity\nto which he or she has pre-existing fiduciary or contractual obligations, subject to their fiduciary duties under Cayman Islands law,\nhe or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity.\nWe do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially\nundermine our ability to complete our business combination.\n\n \n\nBelow\nis a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:\n\n \n\n**Individual**\n \n**Entity**\n \n**Entity’s\nBusiness**\n \n**Affiliation**\n\nJialuan\nMa\n \nQomolangma\nAcquisition Corp.\n \nSpecial\nPurpose Acquisition Company\n \nDirector\n\n \n \n \n \n \n \n \n\nJiawen\nZhao\n \nThe\nBalloch (Holding) Group*\n \nInvestment\n \nInvestment\nDirector\n\n \n \n \n \n \n \n \n\nSze\nWai Lee\n \nShanghai\nYingli Investment Management Co., Ltd.*\n \nMedia\n \nChairman\nof the board of directors and CEO\n\n \n \n \n \n \n \n \n\nYan\nLiang\n \nSuzhou\nZhesida Management Consulting Co., Ltd.*\n \nManagement\nconsulting\n \nFinancial\nConsulting Partner Independent director\n\n \n \n \n \n \n \n \n\nDaniel\nJohn Paul Peart\n \nJaguar\nLand Rover*\n \nAutomobile\nproduction\n \nHead\nof Central & Eastern Europe Procurement\n\n \n\n*\nEach\nof the entities listed in this table designated with an asterisk has priority and preference relative to our company with respect\nto the performance by each individual listed in this table of his obligations and the presentation by each such individual of business\nopportunities.\n\n \n\nAccordingly,\nif any of the above officers or directors become aware of a business combination opportunity which is suitable for any of the above entities\nto which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations\nto present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject\nto his or her fiduciary duties under Cayman Islands law. We do not believe, however, that any of the foregoing fiduciary duties or contractual\nobligations will materially affect our ability to complete our initial business combination, because the specific focuses of a majority\nof these entities differ from our focus and the type or size of the transaction that such companies would most likely consider are of\na size and nature substantially different than what we are targeting. In the case that our Sponsor, directors, and officers sponsor,\nor otherwise become involved with, any other SPACs prior to completing our initial business combination in the future, we expect that\nour company will generally have priority over any other special purpose acquisition companies subsequently formed by our Sponsor, officers\nor directors with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual\nagreement that would restrict our ability to engage in material discussions regarding a potential initial business combination.\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.\nIn the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would\nobtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for\nthe type of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to\nour company from a financial point of view.\n\n \n\n96\n\n[Table of Contents](#TableOfContents)\n\n \n\nMembers\nof our management team and our independent directors directly or indirectly own founder shares and/or private placement units and, accordingly,\nmay have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate\nour initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for\nthe founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select\nan acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our\ninitial business combination within 12 months or up to 24 months from the closing of our initial public offering, or by such earlier\nliquidation date as our board of directors may approve, the founder shares and private placement units may expire worthless, except to\nthe extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor,\nexecutive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value\nand is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect\nto evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a\ntarget business as a condition to any agreement with respect to our initial business combination.\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 presentation\nof which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the\nfiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business\ncombination.\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\nIn\nthe event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors\nhave agreed, pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private placement shares\nheld by them (and their permitted transferees will agree) and any public shares purchased during or after the offering in favor of our\ninitial business combination.\n\n \n\nAll\nongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed\nby us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will therefore comply with\nCayman Islands law.\n\n \n\n**Limitation\non Liability and Indemnification of Officers and Directors**\n\n \n\nCayman\nIslands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification\nof officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public\npolicy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our Amended and\nRestated Memorandum and Articles of Association provides for indemnification of our officers and directors to the maximum extent permitted\nby law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful\nneglect. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors\nagainst the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify\nour officers and directors.\n\n \n\nWe\nentered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided\nfor in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association\nalso permit us to maintain insurance on behalf of any officer, director or employee for any liability arising out of his or her actions.\nWe also will obtain a policy of directors’ and officers’ liability insurance that insures our officers and directors against\nthe cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our\nofficers and directors.\n\n \n\nThese\nprovisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions\nalso may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action,\nif successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected\nto the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.\nWe believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced\nofficers and directors.\n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us\npursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable.\n\n \n\n97\n\n[Table of Contents](#TableOfContents)"}