{"url_path":"/sec/uysc/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS**","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":49769,"has_tables":true,"body_markdown":"** **\n\n**Item\n1A. RISK FACTORS**\n\n \n\nAs\na smaller reporting company, we are not required to include risk factors in this Annual Report. However, below is a partial list of material\nrisks, uncertainties and other factors that could have a material effect on the Company and its operations. *An investment in our securities\ninvolves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained\nin this Annual Report, before making a decision to invest in our units. If any of the following events occur, our business, financial\ncondition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline,\nand you could lose all or part of your investment.*\n\n \n\n**General\nRisks to Investing in a SPAC entity and Completing a Business Combination**\n\n \n\n**We\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\nWe\nwere incorporated in 2024 under the laws of the Cayman Islands and did not commence operations until completing our IPO. Because we lack\nan operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial\nbusiness combination with one or more target businesses. We currently have no arrangements or understandings with any prospective target\nbusiness concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our\ninitial business combination, we will never generate any operating revenues.\n\n \n\n**As\nthe number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may\nbe more competition for attractive targets. This could increase the cost of our initial business combination and could even result in\nour inability to find a target or to consummate an initial business combination**.\n\n \n\nIn\nrecent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets\nfor special purpose acquisition companies have already entered into an initial business combination, and there are still many special\npurpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.\nAs a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify\na suitable target and to consummate an initial business combination.  In addition, because there are more special purpose acquisition\ncompanies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive\nfundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive\ndeals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases\nin the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase\nthe cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result\nin our inability to consummate an initial business combination on terms favorable to our investors altogether.\n\n \n\n**We\nmay seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record\nof revenue or earnings.**\n\n \n\nTo\nthe extent we complete our initial business combination with an early-stage company, a financially unstable business or an entity lacking\nan established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which\nwe combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile\nrevenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our directors and officers\nwill endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all\nof the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be\noutside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target\nbusiness.\n\n \n\n**We\nmay attempt to complete our initial business combination with a private company about which little information is available, which may\nresult in a business combination with a company that is not as profitable as we suspected, if at all.**\n\n \n\nIn\npursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little\npublic information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential\ninitial business combination on the basis of limited information, which may result in a business combination with a company that is not\nas profitable as we suspected, if at all.\n\n \n\n28\n\n[Table of Contents](#TableOfContents)\n\n \n\n**The\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\nWe\nmay not be able to complete an initial business combination with a U.S. target company since such initial business combination may be\nsubject to U.S. foreign investment regulations and review by a U.S. government agency such as the Committee on Foreign Investment in\nthe United States (CFIUS), or ultimately prohibited.\n\n \n\nOur\nsponsor, UY Scuti Investments Limited, a British Virgin Islands company, is controlled by a non-US person. Our sponsor currently owns\napproximately 27% of our outstanding shares. Certain federally licensed businesses in the United States, such as broadcasters and airlines,\nmay be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review\ncertain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions\non the national security of the United States. Because we may be considered a “foreign person” under such rules and regulations,\nany proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security,\nwe could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS review was expanded by the Foreign\nInvestment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in\nsensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing\nregulations that are now in force, also subject certain categories of investments to mandatory filings. If our initial business combination\nwith any potential target company falls within the scope of foreign ownership restrictions, we may be unable to consummate a business\ncombination with such business. In addition, if our business combination falls within CFIUS’s jurisdiction, we may be required\nto make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without\nnotifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay\nour initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination\nor order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.\n\n \n\nMoreover,\nthe process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete its\ninitial business combination (up to 24 months from the closing of our IPO if we extend the time to complete a business combination),\nour failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public\nshareholders may only receive the cash held in the trust account, and rights will expire worthless. This will also cause you to lose\nany potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price\nappreciation in the combined company.\n\n \n\n**A\nmajority of our executive officers and directors being located in or having significant ties to China may subject us to further risks.**\n\n \n\nJialuan\nMa, our Chief Executive Officer and Director, holds Chinese citizenship and resides in China; Jiawen Zhao, our Chief Financial Officer,\nChief Investment Officer and Director, holds Chinese citizenship and resides in China; Sze Wai Lee, our Independent Director, holds Hong\nKong citizenship and resides in China; Daniel John Paul Peart, our Independent Director, holds UK citizenship and resides in the UK;\nand Yan Liang, our Independent Director, holds Chinese citizenship and resides in China. Because a majority of our executive officers\nhave significant ties to China and/or are located in China, if we are mistaken about the application of certain laws or regulations in\nChina, or if the current interpretation by China should change, we and our investors may be subject to the following risks:\n\n \n\n \n●\nthe\nrelevant PRC governmental authorities, including the CSRC, may not reach the same conclusion as us about the application of current\nPRC laws and regulations, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretations\nof current rules which would require us to obtain CSRC or other PRC governmental approvals for a securities offering and if the CSRC\nor another PRC governmental authority subsequently determines that its approval is needed for an offering, we may face approval delays,\nadverse actions or sanctions by the CSRC or other PRC governmental authorities; \n\n \n \n \n\n \n●\nuncertainties\nin the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which\nmay be quick with little advance notice, could limit the legal protection available to our shareholders and us; and \n\n \n \n \n\n \n●\nany\nactions by the Chinese government, including any regulatory or other action or decision to intervene or influence our operations\nor to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may result\nin a material change to our operations, affect the liquidity of our securities by limiting or completely preventing us from offering\nor continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless. \n\n \n\n29\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Our\nindependent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about\nour ability to continue as a “going concern.”**\n\n \n\nAs of March 31, 2026, we\nhad $8,846 in cash and cash equivalents, a working capital deficit of $1,052,099 and shareholders’ deficit of $1,036,501. For the\nfiscal year ended March 31, 2026, we had an accumulated deficit of $2,027,528 and negative cash flow from operating activities of $843,315.\nFurther, we expect to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this\nneed for capital are discussed in the section of this Annual Report titled “Management’s Discussion and Analysis of Financial\nCondition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful.\nThese factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained\nelsewhere in this Annual Report do not include any adjustments that might result from our inability to continue as a going concern.\n\n \n\n**Our\npublic shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our\ninitial business combination even though a majority of our public shareholders do not support such a combination.**\n\n \n\nWe\nmay not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder\napproval under applicable Cayman Islands law, the Amended and Restated Memorandum and Articles of Association, or the rules of the NASDAQ,\nor if we decide to hold a shareholder vote for business or other reasons. Examples of transactions that would not ordinarily require\nshareholder approval include asset acquisitions and share purchases, while transactions such as direct mergers with our company or transactions\nwhere we issue more than 20% of our outstanding shares would require shareholder approval. For instance, the NASDAQ rules currently allow\nus to engage in a tender offer in lieu of a shareholder meeting but would still require us to obtain shareholder approval if we were\nseeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore,\nif we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek shareholder\napproval of such business combination. Except as required by law or NASDAQ rules, the decision as to whether we will seek shareholder\napproval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us,\nsolely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the\ntransaction would otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial business combination\neven if holders of a majority of the issued and outstanding ordinary shares do not approve of the business combination we consummate.\n\n \n\n**If\nwe seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of\nsuch initial business combination, regardless of how our public shareholders vote.**\n\n \n\nUnlike\nother blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the\nvotes cast by the public shareholders in connection with an initial business combination, our sponsor, officers and directors have agreed\n(and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares\nand private placement shares held by them, as well as any public shares purchased during or after our initial public offering, in favor\nof our initial business combination. Our sponsor currently owns approximately 27.7% of our issued and outstanding ordinary shares and\nwe expect it to maintain that percentage interest at the time of any such shareholder vote. As a result, in addition to our initial\nshareholders’ founder shares and the Representative Shares, we would need only 702,183, or approximately 21.2%, of the 3,312,712\npublic shares currently outstanding that were sold in our IPO to be voted in favor of a transaction (assuming all outstanding shares\nare eligible to vote and are voted) in order to have our initial business combination approved. Accordingly, if we seek shareholder approval\nof our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case\nif such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders. Further,\nassuming that only the holders of a simple majority of our issued and outstanding ordinary shares vote their shares at a general meeting\nof the company, representing a quorum under our amended and restated memorandum and articles of association, we would not need any of\nthe public shares sold in the IPO in addition to our founder shares and representative shares to be voted in favor of an initial business\ncombination in order to approve an initial business combination.\n\n \n\n**Our\ninitial shareholders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not\nsupport.**\n\n \n\nAs\nof the date of this Annual Report, our initial shareholders own shares representing approximately 22% of our issued and outstanding ordinary\nshares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you\ndo not support, including amendments to our amended and restated memorandum and articles of association and approval of major corporate\ntransactions. If our initial shareholders purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions,\nthis would increase their control. In addition, we may not hold an annual general meeting to elect new directors prior to the completion\nof our initial business combination, in which case all of the current directors, who were elected by our initial shareholders, will continue\nin office until at least the completion of the initial business combination.\n\n \n\n30\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Our\nsponsor has the right to extend the term we have to consummate our initial business combination, without providing our shareholders with\nredemption rights.**\n\n \n\nWe initially had until April\n1, 2026, 12 months from the closing of its IPO to consummate an initial business combination. Further, we had the ability to extend the\nperiod of time to consummate a business combination up to two times, each by an additional three-months (for a total of up to 18 months\nto complete a business combination). On March 31, 2026, we held the Extraordinary General Meeting at which our shareholders approved the\nCharter Amendment Proposal and Trust Amendment Proposal. These proposals provide that we may extend the date by which it must complete\na business combination up to four times from April 1, 2026 to April 1, 2027, with each extension comprised of a three-month extension\nperiod, subject to the Sponsor (or its designee) depositing $450,000 into the Trust Account for each extension period. On March 31, 2026,\na designee of the Sponsor, loaned us $450,000, which sum was deposited into the Trust Account in order to extend the time that we have\nto consummate a business combination for the first three-month extension period. This loan is evidenced by the Extension Note, which is\nnon-interest bearing and payable upon the consummation of the initial business combination through the conversion of the principal amount\ninto units of our securities, with each unit consisting of one Ordinary Share and one right to receive one-fifth of one Ordinary Share.\nFurther, on June 30, 2026, we caused an additional amount of $450,000 to be deposited into the Trust Account in order to further extend\nthe time that we have to consummate our initial business combination to October 1, 2026. The second extension payment was loaned to us\nby Isdera HK Limited, an affiliate of Isdera Group. If we do not complete a business combination, we will not repay such loan. Furthermore,\nthe letter agreement with UYSC’s initial shareholders contains a provision pursuant to which the Sponsor has agreed to waive its\nright to be repaid for such loans out of the funds held in the trust account in the event that we do not complete a business combination.\nThe Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time to complete the initial business\ncombination. Our shareholders will not be able to vote on or redeem their shares in connection with any such extension. Our rights will\nexpire worthless as a result of our failure to consummate an initial business combination during the Prescribed Time Frame.\n\n \n\n**Your\nonly opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your\nright to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.**\n\n \n\nAt\nthe time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more\ntarget businesses. Since our Board of Directors may complete a business combination without seeking shareholder approval, public shareholders\nmay not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, if\nwe do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination\nmay be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in\nour tender offer documents mailed to our public shareholders in which we describe our initial business combination.\n\n \n\n**The\nability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business\ncombination targets, which may make it difficult for us to enter into a business combination with a target.**\n\n \n\nWe\nmay seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that\nwe have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not\nbe able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in\nno event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation\nof our initial business combination. Similarly, in no event will we redeem our public shares in an amount that would cause our net tangible\nasset or cash requirement to be lower than any net tangible asset or cash requirement which may be contained in the agreement relating\nto our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible\nassets or cash requirement to be less than the amount necessary to satisfy a closing condition as described above, we would not proceed\nwith such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets\nwill be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.\n\n \n\n**The\nability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability\nthat our initial business combination would be unsuccessful and may not allow us to complete the most desirable business combination\nor optimize our capital structure.**\n\n \n\nAt\nthe time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption\nrights, and therefore we will need to structure the transaction based on our expectations as to the number of shares that will be submitted\nfor redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the\npurchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust\naccount to meet such requirements, or arrange for third party financing. In such circumstances, the probability that our initial business\ncombination would be unsuccessful is increased. In addition, if a larger number of shares are submitted for redemption than we initially\nexpected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third\nparty financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at\nhigher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available\nto us or optimize our capital structure. If our initial business combination is unsuccessful, you would not receive your pro rata\nportion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell\nyour shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust\naccount. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with\nour redemption until we liquidate or you are able to sell your shares in the open market.\n\n \n\n31\n\n[Table of Contents](#TableOfContents)\n\n \n\n**The\nrequirement that we complete our initial business combination within the Prescribed Time Frame may give potential target businesses leverage\nover us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination\ntargets as we approach our liquidation deadline, which could undermine our ability to complete our initial business combination on terms\nthat would produce value for our shareholders.**\n\n \n\nAny\npotential target business with which we enter into negotiations concerning a business combination will be aware that we must complete\nour initial business combination within the Prescribed Time Frame. Consequently, such target business may obtain leverage over us in\nnegotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business,\nwe may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the\ntimeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination\non terms that we would have rejected upon a more comprehensive investigation.\n\n \n\n**We\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 only\nreceive $10.00 per share, or less than such amount in certain circumstances, and our rights will expire worthless.**\n\n \n\nOur\namended and restated memorandum and articles of association provides that we must complete our initial business combination within 12\nmonths from the closing of our IPO (or up to 24 months from the closing of our IPO if we extend the period of time to consummate a business\ncombination). We may not be able to find a suitable target business and complete our initial business combination within such time period.\nIf we have not completed our initial business combination within the Prescribed Time Frame, we will: (i) cease all operations except\nfor the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public\nshares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest,\ndivided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’\nrights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)\nas promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of\nDirectors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors\nand the requirements of other applicable law. In such case, our public shareholders may only receive $10.00 per share, and our rights\nwill expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of\ntheir shares. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption\namount received by shareholders may be less than $10.00 per share (subject to increases in the event that our sponsor elects to extend\nthe period of time to consummate a business combination).\n\n \n\n**Our\nletter agreement with our sponsor, directors and officers may be amended without shareholder approval.**\n\n \n\nOur\nletter agreement with our sponsor, directors and officers contains provisions relating to transfer restrictions of our founder shares,\nprivate placement units and restricted ordinary shares, indemnification of the trust account, waiver of redemption rights and participation\nin liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval (although releasing\nthe parties from the restrictions not to transfer the founder shares will require the prior written consent of the underwriters). While\nwe do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible\nthat our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to\nthe letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse\neffect on the value of an investment in our securities.\n\n \n\n32\n\n[Table of Contents](#TableOfContents)\n\n \n\n**We\nmay approve an amendment or waiver of the letter agreement that would allow our sponsor to directly, or members of our sponsor to indirectly,\ntransfer founder shares and private placement units in a transaction in which the sponsor removes itself as our sponsor before identifying\na business combination, which may deprive us of key personnel.**\n\n \n\nWhile\nthere is no current intention to do so, and the members of our management team and sponsor have not done so with any previously formed\nSPACs, we may approve an amendment or waiver of the letter agreement that would allow the sponsor to directly, or members of our sponsor\nto indirectly, transfer founder shares and private placement units in a transaction in which the sponsor removes itself as our sponsor\nbefore identifying a business combination. As a result, there is a risk that our sponsor and our officers and directors may divest their\nownership or economic interests in us or in our sponsor, which would likely result in our loss of certain key personnel. There can be\nno assurance that any replacement sponsor or key personnel will successfully identify a business combination target for us, or, even\nif one is so identified, successfully complete such business combination.\n\n \n\n**Our\nsponsor may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operations\nexcept for the purpose of winding up and we would redeem our public shares and liquidate, and the rights will be worthless.**\n\n \n\nWe must consummate our initial\nbusiness combination within the Prescribed Time Frame, which provides us with a maximum of 24 months from the closing of our IPO to complete\nsuch transaction, subject to the sponsor depositing additional funds into the trust account as described in this Annual Report. In order\nfor the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees\nmust deposit $450,000 into the Trust Account for each extension period. On March 31, 2026, a designee of the Sponsor, loaned us $450,000,\nwhich sum 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. This loan is evidenced by the Extension Note, which is non-interest bearing and payable upon the consummation\nof the initial business combination through the conversion of the principal amount into units of our securities, with each unit consisting\nof one Ordinary Share and one right to receive one-fifth of one Ordinary Share. Further, on June 30, 2026, we caused an additional amount\nof $450,000 to be deposited into the Trust Account in order to further extend the time that we have to consummate our initial business\ncombination to October 1, 2026. The second extension payment was loaned to us by Isdera HK Limited, an affiliate of Isdera Group. If we\ndo not complete a business combination, we will not repay such loan. Our sponsor and its affiliates or designees are not obligated to\nfund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial\nbusiness combination within the Prescribed Time Frame, we will, as promptly as reasonably possible but not more than ten business days\nthereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible\nfollowing such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject\nin each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.\nIn such event, the rights will be worthless.\n\n \n\n**If\nwe seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may\nelect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public\n“float” of our ordinary shares.**\n\n \n\nIf\nwe seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business\ncombination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in\nprivately negotiated transactions or in the open market either prior to or following the completion of our initial business combination,\nalthough they are under no obligation to do so. The Securities Act registration statement or proxy statement filed for the business combination\ntransaction should disclose the possibility that our sponsor or its affiliates will purchase our securities outside the redemption process,\nalong with the purpose of such purchases. Such a purchase may include a contractual acknowledgement that such shareholder, although still\nthe record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.\nIn the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions\nfrom public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to\nrevoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by sponsor, initial\nshareholders, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange\nAct, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing,\npricing and volume of purchases.\n\n \n\nAdditionally,\nat any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to\nmaterial nonpublic information), our sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter\ninto transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in\nfavor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or\nintentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the\nfunds in the trust account will be used to purchase public shares in such transactions. The purpose of such purchases could be to\n(i) increase the likelihood of closing the business combination or (ii) satisfy a closing condition in an agreement with a target\nthat requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where\nit appears that such requirement would otherwise not be met. This may result in the completion of our initial business combination\nthat may not otherwise have been possible. To the extent that any public shares are purchased such purchases will be in compliance\nwith all of the requirements set forth in Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01\npromulgated by the SEC, including that such public shares will not be voted.\n\n \n\n33\n\n[Table of Contents](#TableOfContents)\n\n \n\nAny\nsuch purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers\nare subject to such reporting requirements. Additionally, in the event our sponsor, initial shareholders, directors, officers, advisors\nand their affiliates were to purchase public shares from public shareholders, such purchases would be structured in compliance with the\nrequirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:\n\n \n\n \n●\nour\nregistration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor,\ninitial shareholders, directors, officers, advisors and their affiliates may purchase public shares from public shareholders outside\nthe redemption process, along with the purpose of such purchases; \n\n \n\n \n●\nif\nour sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase public shares from public\nshareholders, they would do so at a price no higher than the price offered through our redemption process; \n\n \n\n \n●\nour\nregistration statement/proxy statement filed for our business combination transaction would include a representation that any of\nour securities purchased by our sponsor, initial shareholders, directors, officers, advisors and their affiliates would not be voted\nin favor of approving the business combination transaction; \n\n \n\n \n●\nour\nsponsor, initial shareholders, directors, officers, advisors and their affiliates would not possess any redemption rights with respect\nto our securities or, 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: (i) the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders,\ndirectors, officers, advisors and their affiliates, along with the purchase price; (ii) the purpose of the purchases by our sponsor,\ninitial shareholders, directors, officers, advisors and their affiliates; (iii) the impact, if any, of the purchases by our sponsor,\ninitial shareholders, directors, officers, advisors and their affiliates on the likelihood that the business combination transaction\nwill be approved; (iv) the identities of our security holders who sold to our sponsor, initial shareholders, directors, officers,\nadvisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders)\nwho sold to our sponsor, initial shareholders, directors, officers, advisors and their affiliates; and (v) the number of our securities\nfor which we have received redemption requests pursuant to our redemption offer. \n\n \n\nIn\naddition, if such purchases are made, the public “float” of our ordinary shares and the number of beneficial holders of our\nsecurities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on\na national securities exchange.\n\n \n\n**If\na shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or\nfails to comply with the procedures for tendering its shares, such shares may not be redeemed.**\n\n \n\nWe\nwill comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business\ncombination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable,\nsuch shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials,\nas applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe\nthe various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder\nfails to comply with these procedures, its shares may not be redeemed.\n\n \n\n**You\nwill not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your\ninvestment, therefore, you may be forced to sell your public shares or rights, potentially at a loss.**\n\n \n\nOur\npublic shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of\nour initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to\namend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem\n100% of our public shares if we do not complete our initial business combination within 12 months from the closing of our IPO (or up\nto 24 months from the closing of our IPO if we extend the period of time to consummate a business combination) or (B) with respect to\nany other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of our\npublic shares if we are unable to complete our initial business combination within the Prescribed Time Frame, subject to applicable law\nand as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust\naccount. Accordingly, to liquidate your investment, you may be forced to sell your public shares or rights, potentially at a loss.\n\n \n\n34\n\n[Table of Contents](#TableOfContents)\n\n \n\n**NASDAQ\nmay delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities\nand subject us to additional trading restrictions or reduce protections under NASDAQ rules available to them.**\n\n \n\nOur\nunits have been approved for listing on NASDAQ. Upon the date that our ordinary shares and rights began to trade separately, they were\nseparately listed on NASDAQ. Although our securities are listed for trading on NASDAQ, we cannot assure you that our securities will\ncontinue to be listed on NASDAQ in the future or prior to our initial business combination. In order to continue listing our securities\non NASDAQ prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally,\nwe must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities\n(generally 300 public holders). Additionally, following closing of our initial business combination, we will be required to demonstrate\ncompliance with NASDAQ’s initial listing requirements on a post-closing basis, which are more rigorous than NASDAQ’s continued\nlisting requirements, in order to continue to maintain the listing of our securities on NASDAQ. For instance, after closing, our share\nprice would generally be required to be at least $4.00 per share, our shareholders’ equity would generally be required to be at\nleast $5.0 million and we would be required to have a minimum of 300 round lot holders of our securities. We cannot assure you that we\nwill be able to meet those initial listing requirements at that time.\n\n \n\nIf\nNASDAQ delists our securities prior to closing of any business combination, we and our investors could be subject to the following adverse\nconsequences:\n\n \n\n \n●\na\nlimited availability of market quotations for our securities; \n\n \n\n \n●\nreduced\nliquidity for our securities; \n\n \n\n \n●\na\ndetermination that our ordinary shares is a “penny stock” which will require brokers trading in our ordinary shares to\nadhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our\nsecurities; and \n\n \n\n \n●\nthe\nlack of protection afforded under NASDAQ rules that requires any business combination have a fair market value of at least 80% of\nthe assets held in trust. \n\n \n\nIf\nNASDAQ delists our securities from trading on its exchange following the closing of our business combination and we are not able to list\nour securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this\nwere to occur, we could face significant material adverse consequences, including:\n\n \n\n \n●\na\nlimited availability of market quotations for our securities; \n\n \n\n \n●\nreduced\nliquidity for our securities; \n\n \n\n \n●\na\ndetermination that our ordinary shares is a “penny stock” which will require brokers trading in our ordinary shares to\nadhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our\nsecurities; \n\n \n\n \n●\na\nlimited amount of news and analyst coverage; and \n\n \n\n \n●\na\ndecreased ability to issue additional securities or obtain additional financing in the future. \n\n \n\nThe\nNational Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the\nsale of certain securities, which are referred to as “covered securities.” Because our units have been approved to be, and\nwe expect that our ordinary shares and rights will be, listed on NASDAQ, our units, ordinary shares and rights will be covered securities.\nAlthough the states are pre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate\ncompanies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the\nsale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the\nsale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check\ncompanies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies\nin their states. Further, if we were no longer listed on NASDAQ, our securities would not be covered securities and we would be subject\nto regulation in each state in which we offer our securities, including in connection with our initial business combination.\n\n \n\n35\n\n[Table of Contents](#TableOfContents)\n\n \n\n**You\nwill not be entitled to protections normally afforded to investors of many other blank check companies.**\n\n \n\nSince\nthe net proceeds of our IPO and the sale of the private placement units are intended to be used to complete an initial business combination\nwith a target business that has not been identified, we may be deemed to be a “blank check” company under the United States\nsecurities laws. However, because we will have net tangible assets in excess of $5,000,001 upon the successful completion of our IPO\nand the sale of the private placement units and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating\nthis fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly,\ninvestors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately\ntradable and we may have a longer period of time to complete our initial business combination than do companies subject to Rule 419.\nMoreover, if our initial public offering was subject to Rule 419, that rule would prohibit the release of any interest earned on\nfunds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion\nof an initial business combination.\n\n \n\n**If\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 ability\nto redeem all such shares in excess of 15% of our ordinary shares.**\n\n \n\nIf\nwe seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business\ncombination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public\nshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as\na “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with\nrespect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “Excess Shares.” However,\nwe would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our\ninitial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our\ninitial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.\nAdditionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.\nAnd as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required\nto sell your shares in open market transactions, potentially at a loss.\n\n \n\n**If\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\nWe\nexpect to encounter intense competition from other entities having a business objective similar to ours, including private investors\n(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing\nfor the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience\nin identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.\nMany of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial\nresources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target\nbusinesses we could potentially acquire with the net proceeds of our IPO and the sale of the private placement units, our ability to\ncompete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.\nThis inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore,\nif we are obligated to pay cash for the ordinary shares redeemed and, in the event we seek shareholder approval of our initial business\ncombination, we make purchases of our ordinary shares, potentially reducing the resources available to us for our initial business combination.\nAny of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable\nto complete our initial business combination, our public shareholders may receive only approximately $10.00 per share (or less in certain\ncircumstances) on the liquidation of our trust account and our rights will expire worthless. In certain circumstances, our public shareholders\nmay receive less than $10.00 per share on the redemption of their shares.\n\n \n\n36\n\n[Table of Contents](#TableOfContents)\n\n \n\n**If\nthe net proceeds of our IPO not being held in the trust account are insufficient to allow us to operate for at least 24 months from the\nclosing of our IPO (if we extend the period of time to consummate a business combination), we may be unable to complete our initial business\ncombination.**\n\n \n\nThe\nfunds available to us outside of the trust account may not be sufficient to allow us to operate for at least 24 months from the closing\nof our IPO (if we extend the period of time to consummate a business combination), assuming that our initial business combination is\nnot completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to\naddress this need for capital and potential loans from certain of our affiliates are discussed in the section of this Annual Report titled\n“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If we are required to seek\nadditional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced\nto liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds\nto us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released\nto us upon completion of our initial business combination. If we are unable to complete our initial business combination because we do\nnot have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public\nshareholders may only receive approximately $10.00 per share (or less in certain circumstances) on our redemption of our public shares,\nand our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the\nredemption of their shares.\n\n \n\nWe\nbelieve that the funds currently available to us outside of the trust account will be sufficient to allow us to operate for at least\nthe remainder of the Prescribed Time Frame (if we extend the period of time to consummate a business combination); however, we cannot\nassure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees\nto consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund\na “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around\nfor transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business\ncombination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right\nto receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach\nor otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.\nIf we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share\n(or less in certain circumstances) on the liquidation of our trust account and our rights will expire worthless. In such case, our public\nshareholders may only receive $10.00 per share, and our rights will expire worthless. In certain circumstances, our public shareholders\nmay receive less than $10.00 per share on the redemption of their shares. If third parties bring claims against us, the proceeds held\nin the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share”\nand other risk factors herein.\n\n \n\n**Subsequent\nto the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment\nor other charges that could have a significant negative effect on our financial condition, results of operations and our share price,\nwhich could cause you to lose some or all of your investment.**\n\n \n\nEven\nif we conduct extensive due diligence on a target business with which we combine, including Isdera, we cannot assure you that this diligence\nwill surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material\nissues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not\nlater arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur\nimpairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks,\nunexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.\nEven though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of\nthis nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause\nus to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business\nor by virtue of our obtaining post-combination debt financing. Accordingly, any shareholders who choose to remain shareholders following\nthe business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such\nreduction in value.\n\n \n\n37\n\n[Table of Contents](#TableOfContents)\n\n \n\n**If\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\nOur\nplacing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all\nvendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving\nany right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders,\nsuch parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims\nagainst the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar\nclaims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim\nagainst our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims\nto the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter\ninto an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would\nbe significantly more beneficial to us than any alternative.\n\n \n\nExamples\nof possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant\nwhose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would\nagree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,\nthere is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,\nany negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption\nof our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise\nof a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors\nthat were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount\nreceived by public shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.\n\n \n\nOur\nsponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to\nus, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in\nthe trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the\ndate of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which\nmay be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to\nthe trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including\nliabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,\nour sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether\nour sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities\nof our company. Our sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our sponsor to reserve\nfor such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims\nwere successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced\nto less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive\nsuch lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify\nus for claims by third parties including, without limitation, claims by vendors and prospective target businesses.\n\n \n\n**Our\ndirectors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in\nthe trust account available for distribution to our public shareholders.**\n\n \n\nIn\nthe event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser amount\nper share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust\nassets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its\nobligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether\nto take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors\nwould take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent\ndirectors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose\nnot to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders\nmay be reduced below $10.00 per share.\n\n \n\n38\n\n[Table of Contents](#TableOfContents)\n\n \n\n**If,\nafter we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy\npetition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board\nof Directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors\nand us to claims of punitive damages.**\n\n \n\nIf,\nafter we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy\npetition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor\nand/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy\ncourt could seek to recover all amounts received by our shareholders. In addition, our Board of Directors may be viewed as having breached\nits fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by\npaying public shareholders from the trust account prior to addressing the claims of creditors.\n\n \n\n**If,\nbefore distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy\npetition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our\nshareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be\nreduced.**\n\n \n\nIf,\nbefore distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy\npetition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy\nlaw, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.\nTo the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders\nin connection with our liquidation may be reduced.\n\n \n\n**If\nwe are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements\nand our activities may be restricted, which may make it difficult for us to complete our initial business combination.**\n\n \n\nIf\nwe are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:\n\n \n\n \n●\nrestrictions\non the nature of our investments; and \n\n \n\n \n●\nrestrictions\non the issuance of securities; \n\n \n\n \n●\neach\nof which may make it difficult for us to complete our initial business combination. \n\n \n\nIn\naddition, we may have imposed upon us burdensome requirements, including:\n\n \n\n \n●\nregistration\nas an investment company; \n\n \n\n \n●\nadoption\nof a specific form of corporate structure; and \n\n \n\n \n●\nreporting,\nrecord keeping, voting, proxy and disclosure requirements and other rules and regulations. \n\n \n\nWe\ndo not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust\naccount may be invested by the trustee only in United States government treasury bills with a maturity of 185 days or less or in money\nmarket funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company\nAct. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the\nexemption provided in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment\nCompany Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds\nand may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public\nshareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account\nand our rights will expire worthless.\n\n \n\n39\n\n[Table of Contents](#TableOfContents)\n\n \n\nThere\nis currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company, like us,\nand we may in the future be subject to a claim that we have been operating as an unregistered investment company. Since the assets in\nour trust account will be securities, there is nevertheless a risk that we could be considered to be operating as an unregistered investment\ncompany under the Investment Company Act. Notwithstanding our investing the proceeds of our IPO as discussed above, we may nonetheless\nbe deemed to be subject to the Investment Company Act. If we are found to be an investment company under the Investment Company Act,\nwe could be required to materially restructure our activities, wind down our operations, or register as an investment company under the\nInvestment Company Act, which could have a material adverse effect on our business, financial condition and results of operations. Compliance\nwith these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability\nto complete an initial business combination, force us to abandon our efforts to complete an initial business combination or result in\nour liquidation. If we are unable to complete our initial business combination or are required to liquidate, our public shareholders\nmay receive only approximately $10.00 per share on the liquidation of our trust account and our rights will expire worthless. As a result,\nour public shareholders will lose the investment opportunity in a target company and any price appreciation in the combined company.\nWhile we do not believe that our anticipated principal activities will subject us to the Investment Company Act, if any facts and circumstances\nchange over time which would materially impact the risk that we may be considered to be operating as an unregistered investment company,\nwe will update our disclosure to reflect such changes.\n\n \n\nThe\nlonger that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively\nin such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required\nto liquidate.\n\n \n\n**To\nmitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time,\ninstruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash\nuntil the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation\nof securities in the trust account, the interest earned on the funds held in the trust account may be materially reduced, which would\nreduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.**\n\n \n\nWe\nintend to initially hold the funds in the trust account as cash or in U.S. government treasury obligations with a maturity of 185 days\nor less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7\nunder the Investment Company Act. U.S. government treasury obligations are considered “securities” for purposes of the Investment\nCompany Act, while cash is not. As noted above, one of the factors the SEC identified as relevant to the determination of whether a SPAC\nwhich holds securities could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s\nduration. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A)\nof the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct Continental\nStock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations\nor money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation\nof our initial business combination or liquidation of the company. Following such liquidation, the rate of interest we receive on the\nfunds held in the trust account may be materially decreased. However, interest previously earned on the funds held in the trust account\nstill may be released to us to pay our taxes, if any, and working capital. As a result, any decision to liquidate the securities held\nin the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount our public shareholders\nwould receive upon any redemption or liquidation of the company.\n\n \n\n**If\nwe are deemed to be an investment company for purposes of the Investment Company Act, we could be forced to liquidate and investors in\nour company would not be able to participate in any benefits of owning stock in an operating business, including the potential appreciation\nof our stock following a business combination.**\n\n \n\nAs\nindicated above, we currently have up to 24 months from the closing of our IPO to consummate an initial business combination. It is possible\nthat a claim in the future could be made that we have been operating as an unregistered investment company. It is also possible that\nthe investment of funds from our IPO and private placement of units during our life as a blank check company, and the earning and use\nof interest from such investment, both of which will likely continue until we consummate an initial business combination, could increase\nthe likelihood of us being found to have been operating as an unregistered investment company more than if we sought to potentially mitigate\nthis risk by holding such funds as cash. Furthermore, the longer the funds are invested in United States “government securities”\nwithin the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds\nmeeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government\ntreasury obligations, the greater the risk could be that we are considered an investment company. If we are deemed to be an investment\ncompany for purposes of the Investment Company Act and found to have been operating as an unregistered investment company, it could cause\nus to liquidate. If we are forced to liquidate, investors in our company would not be able to participate in any benefits of owning stock\nin an operating business, including the potential appreciation of our stock following a business combination.\n\n \n\n40\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Changes\nin laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results\nof operations.**\n\n \n\nWe\nare subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply\nwith certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult,\ntime consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and\nthose changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to\ncomply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results\nof operations.\n\n \n\nOn\nJanuary 24, 2024, the SEC issued final rules (the “2024 SPAC Rules”), effective as of 125 days following the publication\nof the 2024 SPAC Rules in the Federal Register, that formally adopted some of the SEC’s proposed rules for SPACs that were released\non March 30, 2022. The 2024 SPAC Rules, among other items, impose additional disclosure requirements in initial public offerings\nby SPACs and business combination transactions involving SPACs and private operating companies; amend the financial statement requirements\napplicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections\nin SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the\npotential liability of certain participants in proposed business combination transactions; and could impact the extent to which SPACs\ncould become subject to regulation under the Investment Company Act of 1940. The 2024 SPAC Rules may materially adversely affect our\nbusiness, including our ability to negotiate and complete, and the costs associated with, our initial business combination, and results\nof operations.\n\n \n\n**Our\nsearch for an initial business combination, and any target business with which we may ultimately consummate an initial business combination,\nmay be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine and conflicts\nin the Middle East.**\n\n \n\nUnited\nStates and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing\nRussia-Ukraine conflict, the Israel-Hamas conflict, and the recent military conflict in the Persian Gulf region. In response to the ongoing\nRussia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe,\nand the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions\nagainst Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society\nfor Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also\nprovided and may continue to provide military aid or other assistance to Ukraine and to Israel, and the United States and Israel have\nrecently been engaged in military conflict with Iran. These events have further increased geopolitical tensions among a number of nations.\nThese events and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United\nKingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have\na lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable,\nthey could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply\nchain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect\nthe global economy and financial markets and lead to instability and lack of liquidity in capital markets.\n\n \n\nAny\nof the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting\nfrom these military conflicts and subsequent sanctions or related actions, could adversely affect our search for an initial business\ncombination and any target business with which we may ultimately consummate an initial business combination. The extent and duration\nof the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial,\nparticularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military\noperations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this\nsection. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate\nan initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination,\nmay be materially adversely affected.\n\n \n\n**If\nwe are unable to consummate our initial business combination within the Prescribed Time Frame, our public shareholders may be forced\nto wait before redemption from our trust account.**\n\n \n\nIf\nwe are unable to consummate our initial business combination within the Prescribed Time Frame, which currently contemplates that we consummate\nour initial business combination with 24 months from the closing of our IPO (assuming we extend the period of time to consummate a business\ncombination in full), we will distribute the aggregate amount then on deposit in the trust account (less the net interest earned thereon\nto pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes\nof winding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected\nautomatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we\nare required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part\nof any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies\nAct. In that case, investors may be forced to wait beyond such 24 month time period before the redemption proceeds of our trust account\nbecome available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation\nto return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination\nprior thereto and only then in cases where investors have sought to redeem their ordinary shares. Only upon our redemption or any liquidation\nwill public shareholders be entitled to distributions if we are unable to complete our initial business combination.\n\n \n\n41\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Our\nshareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption\nof their shares.**\n\n \n\nIf\nwe are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment\nif it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall\ndue in the ordinary course of business. As a result, a liquidator or a bankruptcy or other court could seek to recover all amounts received\nby our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or\nmay have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust\naccount prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.\nWe and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium\naccount while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may\nbe liable to a fine and to imprisonment for five years in the Cayman Islands.\n\n \n\n**We\nmay not hold an annual meeting of shareholders until after the consummation of our initial business combination.**\n\n \n\nIn\naccordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until no later than one year\nafter our first fiscal year end following our listing on NASDAQ. In connection with completion of any business combination, we would\nexpect to hold an extraordinary general meeting of shareholders to obtain consent of our shareholders. Therefore, we may complete a business\ncombination without holding an annual meeting of shareholders. There is no requirement under the Companies Act for us to hold annual\nor general meetings or appoint directors other than to ensure that the Company has at least one director at all times. Until we hold\nan annual meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.\n\n \n\n**If\nour initial business combination involves a company organized under the laws of a state of the United States, it is possible a\n1% U.S. federal excise tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection with\nsuch initial business combination.**\n\n \n\nThe\nInflation Reduction Act of 2022 provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including\nredemptions) of stock by publicly traded U.S. corporations after December 31, 2022 (the “stock buyback tax”), subject to\ncertain exceptions. If applicable, the amount of the stock buyback tax is generally 1% of the aggregate fair market value of any stock\nrepurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing\ncorporation during the same taxable year. The Biden administration has proposed increasing the stock buyback tax rate from 1% to 4%;\nhowever, it is unclear whether such a change will be enacted and, if enacted, how soon it could take effect. In addition, the U.S. Treasury\nDepartment and IRS have released preliminary guidance that would potentially cause a non-U.S. corporation’s U.S. subsidiaries to\nbe subject to the stock buyback tax with respect to any share repurchases made by the non-U.S. corporation under certain circumstances.\n\n \n\nAs\nan entity incorporated as a Cayman Islands exempted company, the stock buyback tax is currently not expected to apply to redemptions\nof our ordinary shares (absent any regulations or other additional guidance that may be issued in the future).However, in connection\nwith an initial business combination involving a company organized under the laws of the United States (or any subdivision thereof),\nit is possible that we domesticate and continue as a Delaware corporation prior to certain redemptions. Because we expect that, following\nsuch a domestication, our securities would continue to trade on Nasdaq, in such a case we could be subject to the stock buyback tax with\nrespect to any subsequent redemptions (including redemptions in connection with the initial business combination) that are treated as\nrepurchases for this purpose. In all cases, whether and to what extent we would be subject to the stock buyback tax will depend on a\nnumber of factors, including (i) the structure of the initial business combination, including the extent to which the initial business\ncombination involves a U.S. corporation and the extent to which we issue shares in the initial business combination or otherwise during\nthe same taxable year that are eligible to offset any redemptions or other repurchases, (ii) the fair market value of the shares redeemed\nand (iii) the extent such redemptions could be treated as dividends and not as repurchases. The applicability of the stock buyback tax\nto us could be further affected by the content of any regulations, clarifications or other additional guidance from the U.S. Treasury\nDepartment that may be issued and applicable to the redemptions.\n\n \n\nAny\nstock buyback tax that becomes payable as a result of any redemptions of our ordinary shares (or other shares into which such ordinary\nshares may be converted) in connection with our initial business combination or otherwise would be payable by us and not by the redeeming\nholder. To the extent such taxes are applicable, the amount of cash available to pay redemptions or to transfer to the target business\nin connection with our initial business combination may be reduced, which could result in our inability to meet conditions in the agreement\nrelating to our initial business combination related to a minimum cash requirement, if any, or otherwise result in the shareholders of\nthe combined company (including any of our shareholders who do not exercise their redemption rights in connection with the initial business\ncombination) to economically bear the impact of such stock buyback tax.\n\n \n\nExcept\nfor income taxes, the proceeds placed in the trust account and the interest earned thereon are not intended to be used to pay for possible\nexcise tax or any other fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including\nwithout limitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.\n\n \n\n**Risks\nRelated to the Isdera Business Combination**\n\n** **\n\n**In\nconnection with the Isdera Business Combination and during the interim period, we are prohibited from entering into certain transactions\nthat might otherwise be beneficial to us or its shareholders.**\n\n \n\nUntil\nthe earlier of consummation of the business combination or termination of the Merger Agreement, we are subject to certain limitations\non the operations of our business, including restrictions on our ability to merge, consolidate or amalgamate with or into, or acquire\n(by purchasing a substantial portion of the assets of or equity in, or by any other manner) any entity other than Isdera. The limitations\non our conduct of our business during this period could have the effect of delaying or preventing other strategic transactions and may,\nin some cases, make it impossible to pursue business opportunities that are available only for a limited time.\n\n \n\n**There\nis no assurance when or if the Isdera Business Combination will be completed.**\n\n \n\nThe\ncompletion of the proposed Isdera Business Combination is subject to the satisfaction or waiver of a number of conditions as set forth\nin the Merger Agreement. No assurance can be given that the required consents, orders and approvals will be obtained or that the required\nconditions to the completion of the business combination will be satisfied. Even if all such consents, orders and approvals are obtained\nand such conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents, orders and approvals.\nWe cannot provide assurance that the business combination will be completed on the terms or timeline currently contemplated, or at all.\nOur extraordinary shareholder meeting to approve the proposed Isdera Business Combination may take place before all of the required regulatory\napprovals have been obtained and before all conditions to such approvals, if any, are known. Notwithstanding the foregoing, if the business\ncombination proposal and the transactions contemplated therein are approved by our shareholders, we would not be required to seek further\napproval of our shareholders, even if the conditions imposed in obtaining required regulatory approvals could have an adverse effect\non us or Isdera.\n\n \n\n42\n\n[Table of Contents](#TableOfContents)\n\n   \n\n**Delays\nin completing the proposed Isera Business Combination may substantially reduce the expected benefits of such business combination.**\n\n \n\nSatisfying\nthe conditions to, and completion of, the business combination may take longer than, and could cost more than what you expect. Any delay\nin completing or any additional conditions imposed in order to complete the business combination may materially adversely affect the\nbenefits that you may expect to achieve from the proposed Isdera Business Combination.\n\n \n\n**We\nmay be forced to close the proposed Isdera Business Combination even if we determine that it is no longer in our shareholders’\nbest interest.**\n\n \n\nPublic\nshareholders are protected from a material adverse event of Isdera arising between the date of the Merger Agreement and the date of the\nextraordinary general meeting, primarily by the right to redeem their public shares for a pro rata portion of the funds held in our trust\naccount, calculated as of two (2) business days prior to the consummation of the business combination. If a material adverse event were\nto occur after approval at the extraordinary general meeting, we may be forced to close the business combination even if we determine\nthat it is no longer in our shareholders’ best interest to do so (as a result of such material adverse event), which could have\na significant negative impact on our business, financial condition or results of operations.\n\n \n\n**If\nour due diligence investigation of Isdera was inadequate, then our shareholders following the Isdera Business Combination could lose\nsome or all of their investment.**\n\n** **\n\nEven\nthough we conducted a due diligence investigation of Isdera, we cannot be sure that this diligence uncovered all material issues that\nmay be present inside Isdera or its business, or that it would be possible to uncover all material issues through a customary amount\nof due diligence, or that factors outside of Isdera and its business and outside of its control will not later arise. Any failure to\nhave uncovered all material issues relating to Isdera and its business could materially adversely affect the stock performance and the\nbusiness prospects of the combined company following the proposed Isdera Business Combination. Even if our due diligence successfully\nidentifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner inconsistent with Isdera\npreliminary risk analysis\n\n \n\n**We\nwill incur significant transaction costs in connection with transactions contemplated by the Merger Agreement, and may not have sufficient\nfunds for operation if the Isdera Business Combination is not consummated.**\n\n** **\n\nWe\nwill incur significant transaction costs in connection with the proposed Isdera Business Combination. If the proposed Isdera Business\nCombination is not consummated, we may not have sufficient funds to seek an alternative business combination, or to meet our regular\nexpenses of operation and may be forced to voluntarily liquidate and subsequently dissolve. Further, even if the proposed Isdera Business\nCombination is consummated, these expenses will reduce the amount of cash available to be used for other corporate purposes by the combined\ncompany.\n\n \n\n**We\nmay waive one or more of the conditions to the Isdera Business Combination without resoliciting shareholder approval for the Isdera Business\nCombination.**\n\n \n\nWe\nmay agree to waive, in whole or in part, some of the conditions to its obligations to complete the proposed Isdera Business Combination,\nto the extent permitted by applicable laws. Our Board will evaluate the materiality of any waiver to determine whether amendment of this\nproxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if the Board determines that a waiver is not\nsufficiently material to warrant resolicitation of our shareholders, we would have the discretion to waive that condition and complete\nthe proposed Isdera Business Combination without seeking further shareholder approval.\n\n \n\n**Termination\nof the Merger Agreement could negatively impact us.**\n\n \n\nIf\nthe proposed Isdera Business Combination is not consummated for any reason, including as a result of shareholders declining to approve\nthe proposals required to effect the Isdera Business Combination, our ongoing business may be adversely impacted and, without realizing\nany of the anticipated benefits of the consummation of the proposed Isdera Business Combination, we would be subject to a number of risks,\nincluding the following:\n\n \n\n \n●\nwe\nmay experience negative reactions from the financial markets, including negative impacts on the share price of the our ordinary shares\nand other securities, including to the extent that the current market price reflects a market assumption that the proposed Isdera\nBusiness Combination will be consummated;\n\n \n\n \n●\nwe\nwill have incurred substantial expenses and will be required to pay certain costs relating to the proposed Isdera Business Combination,\nwhether or not it is consummated; and\n\n \n\n \n●\nsince\nthe Merger Agreement restricts our conduct prior to consummation of the proposed Isdera Business Combination, we may not have been\nable to take certain actions during the pendency of the proposed Isdera Business Combination that would have benefitted it as an\nindependent company, and the opportunity to take such actions may no longer be available.\n\n \n\n**Risks\nRelated to Acquiring or Operating Businesses in the PRC**\n\n \n\nWe\ndo not currently operate in the PRC. However, our sponsor and members of our Board of Directors and management have significant business\nties to the People’s Republic of China (PRC) and certain members of our Board of Directors and management are based in or are residents\nof the PRC. We may consider a business combination with an entity or business with a physical presence or other significant ties to the\nPeople’s Republic of China which may subject the post business combination business to the laws, regulations and policies of the\nPRC. As a result, in the future we may be subject to risks related to the PRC as discussed below.\n\n \n\n**If\nwe effect our initial business combination with a business located in the in the People’s Republic of China, the laws applicable\nto such business will likely govern all of our material agreements and we may not be able to enforce our legal rights.**\n\n \n\nIf\nwe effect our initial business combination with a business located in the PRC, the laws of the country in which such business operates\nwill govern almost all of the material agreements relating to its operations. We cannot assure you that we or the target business will\nbe able to enforce any of its material agreements or that remedies will be adequate in this jurisdiction. In addition, to the extent\nthat our target business’s material agreements are with governmental agencies in the PRC, we may not be able to enforce or obtain\na remedy from such agencies due to sovereign immunity, in which the government is deemed to be immune from civil lawsuit or criminal\nprosecution. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business,\nbusiness opportunities or capital.\n\n \n\n**If\nwe effect our initial business combination with a business located in the PRC, we may be subject to certain risks associated with acquiring\nand operating businesses in the PRC.**\n\n \n\nWe\nmay be subject to certain risks associated with acquiring and operating a business in the PRC in our search for a business combination\nand operation of any target business with which we ultimately consummate a business combination. First, certain rules and regulations\nconcerning mergers and acquisitions by foreign investors in the PRC may make merger and acquisition activities by foreign investors more\ncomplex and time consuming, including, among others:\n\n \n\n \n●\nthe\nrequirement that the Ministry of Commerce of the PRC (the “MOFCOM”) be notified in certain circumstances in advance of\nany change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise or the requirement that\nthe antitrust enforcement agency of the State Council (currently the Antitrust Bureau of the State Administration for Market Regulation)\nbe notified in advance of any concentration of undertaking if certain thresholds are triggered; \n\n  \n\n43\n\n[Table of Contents](#TableOfContents)\n\n  \n\n \n●\nthe\nauthority of certain government agencies to have scrutiny over the economics of an acquisition transaction and requirement for consideration\nin a transaction to be paid within stated time limits; and \n\n \n \n \n\n \n●\nthe\nrequirement for mergers and acquisitions by foreign investors that raise “national defense and security” concerns and\nmergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national\nsecurity” concerns to be subject to strict review by the MOFCOM. \n\n \n\nComplying\nwith these and other requirements could be time-consuming, and any required approval processes, including obtaining approval from the\nMOFCOM or its local counterparts, may delay or inhibit our ability to complete such transactions, which could affect our ability to acquire\nPRC-based businesses. A business combination we propose may not be able to be completed if the terms of the transaction do not satisfy\naspects of the approval process and may not be completed, even if approved, if they are not consummated within the time permitted by\nthe approvals granted. \n\n \n\nIn\naddition, the PRC currently prohibits and/or restricts foreign ownership in certain “restricted industries,” including but\nnot limited to, for example, certain value added telecommunications services. There is no assurance that the PRC government will not\napply restrictions in other industries. If we decide to consummate our initial business combination with a target business based in and\nprimarily operating in China, the combined company may face various legal and operational risks and uncertainties after the business\ncombination. As a result, the prohibitions and/or restrictions of foreign ownership in certain “restricted industries” may\nlimit the pool of acquisition candidates we may acquire in China.\n\n \n\n**Although\nwe do not currently operate in the PRC, our sponsor, and majority of our officers and directors currently are located in and/or have\nsignificant ties with the PRC, and the Chinese government could on that basis determine to intervene or influence our operations at any\ntime, which could result in a material change in our operations and/or the value of our shares.**\n\n \n\nBased\non our understanding of the current PRC laws and regulations, no prior permission is required under the rules and regulations from\nany PRC governmental authorities (including the CSRC) for consummating our IPO by our company, given that: (a) the CSRC currently\nhas not issued any definitive rule or interpretation concerning whether offerings like our IPO are subject to the M&A Rules;\n(b) our company is a blank check company newly incorporated in Cayman Islands rather than in China with its principal offices in\nNew York, and (c) our sponsor is a newly incorporated company in the British Virgin Islands, rather than China, has its principal\noffices in the British Virgin Islands and currently, the sponsor conducts no business in China. However, there can be no assurance that\nthe relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC\ngovernmental authorities would not promulgate new rules or new interpretations of current rules which would require us to\nobtain CSRC or other PRC governmental approvals for our IPO. If the CSRC or another PRC governmental authority subsequently determines\nthat its approval is needed, we may face approval delays, adverse actions or sanctions by the CSRC or other PRC governmental authorities.\nMoreover, in light of recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings\nthat are conducted overseas and/or foreign investment in companies that it determines are China-based issuers, if the PRC were to determine\nthat because our sponsor is controlled by a person with significant ties to China that our company is a China-based issuer, any such\ndetermination could significantly limit or significantly hinder our ability to offer or continue to offer securities to investors and\ncause the value of our securities to significantly decline or be worthless.\n\n \n\n**Compliance\nwith the PRC Antitrust law may limit our ability to effect our initial business combination.**\n\n \n\nThe\nPRC Antitrust Law became effective on August 1, 2008. The government authorities in charge of antitrust matters in China are the Antitrust\nBureau of the State Administration for Market Regulation and other antitrust agencies. The PRC Antitrust Law regulates (1) monopoly agreements,\nincluding decisions or actions in concert that preclude or impede competition, entered into by business operators; (2) abuse of dominant\nmarket position by business operators; and (3) concentration of business operators that may have the effect of precluding or impeding\ncompetition. To implement the Antitrust Law, in 2008, the State Council formulated the Rules of the State Council on Declaration Threshold\nfor Concentration of Business Undertakings (as amended on September 18, 2018), pursuant to which concentration of business operators\nrefers to (1) merger with other business operators; (2) gaining control over other business operators through acquisition of equity interest\nor assets of other business operators; and (3) gaining control over other business operators through exerting influence on other business\noperators through contracts or other means.\n\n \n\nOn\nJune 24, 2022, the Decision of the Standing Committee of the National People’s Congress to Amend the Antitrust Law of the People’s\nRepublic of China, or the “Decision to Amend the Antitrust Law,” was adopted and became effective on August 1, 2022. The\nDecision to Amend the Antitrust Law strengthens the regulation on the internet platforms, requiring that companies shall not use data\nand algorithms, technologies, capital advantages, platform rules and other means to engage in monopolistic conduct and also escalates\nthe administrative penalties for monopolistic conduct and for the failure to notify the antitrust agencies on proposed transactions that\nwill lead to concentration of businesses. The State Council Antitrust Enforcement Agency may order to reinstate the original status prior\nto the concentration and impose a fine on the operators. Since such provisions are relatively new, uncertain still remains as to the\ninterpretation and implementation of such laws and regulations. The business combination we contemplate may be considered the concentration\nof business operators, and to the extent required by the Antitrust Law and the criteria established by the State Council, we must file\nwith the antitrust authority under the PRC State Council prior to conducting the contemplated business combination. If the antitrust\nauthority decides not to further investigate whether the contemplated business combination has the effect of precluding or impeding competition\nor fails to make a decision within 30 days from receipt of relevant materials, we may proceed to consummate the contemplated business\ncombination. If antitrust authority decides to prohibit the contemplated business combination after further investigation, we must terminate\nsuch business combination and would then be forced to either attempt to complete a new business combination or we would be required to\nreturn any amounts which were held in the Trust Account to our shareholders. When we evaluate a potential business combination, we will\nconsider the need to comply with the Antitrust Law and other relevant regulations which may limit our ability to effect an acquisition\nor may result in our modifying or not pursuing a particular transaction. Since our initial business combination period is within 12 months\nfrom the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our initial business combination,\nwithin a maximum of 24 months from the closing of our Initial Public Offering, and the approval process may take a period longer than\nwe expect before we enter into a definitive agreement with a target company, we may be unable to complete a business combination within\nthe time period provided for by our amended and restated memorandum and articles of association.\n\n \n\n44\n\n[Table of Contents](#TableOfContents)\n\n \n\n**PRC\nlaws and regulations governing our post-combination entity’s business operations are sometimes vague and uncertain and any changes\nin such laws and regulations may impair our ability to operate profitably.**\n\n \n\nThere\nare substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to,\nthe laws and regulations governing the post-combination entity’s business and the enforcement and performance of its arrangements\nwith customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their\nofficial interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws\nor regulations, including amendments to existing laws and regulations, may be delayed, and the post-combination entity’s business\nmay be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding\nof these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.\nWe cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our post-combination entity’s\nbusiness. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under\nthe civil law system may be cited for reference but have limited precedential value. Since these laws and regulations are relatively\nnew and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform\nand the enforcement of these laws, regulations and rules involves uncertainties.\n\n \n\nIn\n1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The\noverall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign\ninvestments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may\nnot sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and\nregulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing\nstatutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the\nlevel of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability\nto enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous\nlegal actions or threats in attempts to extract payments or benefits from us.\n\n \n\nFurthermore,\nthe PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or\nat all and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime\nafter the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs\nand diversion of resources and management attention.\n\n \n\nFrom\ntime to time, our post-combination entity may have to resort to administrative and court proceedings to enforce our legal rights. However,\nsince PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual\nterms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection our\npost-combination entity enjoys than in more developed legal systems. Furthermore, the PRC legal system is based in part on government\npolicies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect. As a result,\nwe and our post-combination entity may not be aware of our violation of these policies and rules until sometime after the violation.\nSuch uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and\nprocedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect\nour business and impede our post-combination entity’s ability to continue its operations.\n\n \n\n**The\nChinese government may intervene in or influence a PRC company’s business operations at any time or exert more oversight and control\nover offerings conducted overseas and foreign investment in China-based issuers. This could result in a material change in a PRC company’s\nbusiness operations post business combination and/or the value of its securities. Additionally, governmental and regulatory interference\ncould significantly limit or completely hinder a target company’s ability to offer or continue to offer securities to investors\npost business combination and cause the value of such securities to significantly decline or be worthless.**\n\n \n\nThe\nPRC regulatory authorities have in recent years strengthened the oversight on cybersecurity and data privacy. According to the institutional\nreform plan of the State Council approved by the National People’s Congress on March 10, 2023, the National Data Bureau will be\nestablished under the administration of the NDRC. The National Data Bureau will be responsible for, among other things, advancing the\ndevelopment of data-related fundamental institutions, coordinating the integration, sharing, development and application of data resources,\nand pushing forward the planning and building of a digital China, the digital economy and a digital society. On November 14, 2021, the\nCAC publicly solicited opinion on the Regulation on Network Data Security Management (Consultation Draft), which stipulated that data\nprocessors that undertake data processing activities using internet networks within China are required to apply for cybersecurity review\nif it conducts data processing activities that will or may have an impact on China’s national security. The review is mandatory\nif the data processor controls more than 1 million users’ personal information and intends to be listed in a foreign country, or\nif the data processor seeks to be listed in Hong Kong. As of the date of this Annual Report, the Draft Regulation on Network Data Security\nManagement has not been formally adopted. On December 28, 2021, the CAC, jointly with 12 departments under the State Council, implemented\nthe Measures for Cybersecurity Review, which became effective on February 15, 2022. According to the Measures for Cybersecurity Review,\noperators of critical information infrastructure purchasing network products and services, and data processors carrying out data processing\nactivities that affect or may affect China’s national security, are required to conduct a cybersecurity review. Operators, including\noperators of critical information infrastructure and data processors, who control more than 1 million users’ personal information\nmust report to the Cyber Security Review Office for a cybersecurity review if it intends to be listed in a foreign country.\n\n \n\n45\n\n[Table of Contents](#TableOfContents)\n\n \n\nOn\nJune 10, 2021, the Standing Committee of the PRC National People’s Congress (the “SCNPC”), promulgated the PRC Data\nSecurity Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities\nand individuals carrying out data activities and introduces a data classification and hierarchical protection system based on the importance\nof data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate\nrights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used.\nThe PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security\nand imposes export restrictions on certain data and information. On August 20, 2021, the SCNPC adopted the Personal Information Protection\nLaw, which took effect as of November 1, 2021. The Personal Information Protection Law includes the basic rules for personal information\nprocessing, the rules for cross-border provision of personal information, the rights of individuals in personal information processing\nactivities, the obligations of personal information processors, and the responsibilities for collection, processing, and use of personal\ninformation.\n\n \n\nBecause\nlaws, regulations, or policies in the PRC could change rapidly in the future, any future action by the PRC government expanding the categories\nof industries, persons and companies whose foreign securities offerings are subject to review by the China Securities Regulatory Commission\n(the “CSRC”) or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities\nto investors and could cause the value of such securities to significantly decline or be worthless. Since none of our officers and directors\nhas engaged in data activities or the processing of personal information in China, we believe our officers and directors are in full\ncompliance with the regulations and policies that have been issued by the CAC to date.\n\n \n\nEven\nif we do not undertake an initial business combination with any entity that is based or located in or that conducts its principal business\noperations in China (including Hong Kong and Macau), our potential target may, or its customers, vendors or business partners may, collect\nor generate data in China. Given that the PRC authorities have significant discretion in interpreting and applying the relevant cybersecurity\nand data laws and regulations, there is a risk that any potential target business of ours may be subject to cybersecurity review or other\nregulatory actions even though it is not based or located in and does not conduct its principal business operations in China; and in\nthe event of such a review, our consummation of a business combination could be materially delayed. To avoid such risk, we may avoid\ncompleting an initial business combination with such a target business and instead pursue other opportunities, which may limit the pool\nof attractive targets. As a result, our search for a target company may be adversely affected.\n\n \n\n**If\nwe successfully consummate a business combination with a target business with primary operations in the PRC, we will be subject to restrictions\non dividend payments following consummation of our initial business combination.**\n\n \n\nAfter\nwe consummate our initial business combination, we may rely on dividends and other distributions from our operating company to provide\nus with cash flow and to meet our obligations. Current regulations in China would permit our operating company in China to pay dividends\nto us only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards and regulations.\n\n \n\nIn\naddition, our operating company in China will be required to set aside at least 10% (up to an aggregate amount equal to half of its registered\ncapital) of its accumulated profits each year. Each of our PRC subsidiaries as a foreign invested enterprise, is also required to further\nset aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined\nat its discretion. Such cash reserve may not be distributed as cash dividends. In addition, if our operating company in China incurs\ndebt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments\nto us.\n\n \n\nIn\naddition, the PRC Enterprise Income Tax Law (the “PRC EIT Law”) and its implementation rules provide that a withholding tax\nrate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted\nor reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where\nthe non-PRC resident enterprises are incorporated.\n\n \n\n**Any\nactions by the Chinese government, including any decision to intervene or influence the operations of us or any future PRC subsidiary\nat any time or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers,\nmay cause us to make material changes to our search of any target company in China and globally, and the operations of any future PRC\nsubsidiary, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value\nof such securities to significantly decline or be worthless.**\n\n \n\nAs\na blank check company with no material operations of our own, we conduct our operations through our sponsor and majority of our executive\nofficers and directors who are located in or have significant ties to the PRC. Therefore, we are subject to the risks of uncertainty\nin the interpretation and enforcement of laws and regulations in PRC.\n\n \n\nThe\nChinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through\nregulation and state ownership. The ability of our future subsidiary to operate in China may be impaired by changes in its laws and regulations,\nincluding those relating to taxation, environmental regulations, land use rights, foreign investment limitations, and other matters.\nThe central or local governments of China may at any time impose new, stricter regulations or interpretations of existing regulations\nthat would require additional expenditures and efforts on our part to ensure our PRC subsidiary a compliance with such regulations or\ninterpretations. As such, any future PRC subsidiary may be subject to various government and regulatory interference in the provinces\nin which they operate. They could be subject to regulation by various political and regulatory entities, including various local and\nmunicipal agencies and government sub-divisions. They may incur increased costs necessary to comply with existing and newly adopted laws\nand regulations or penalties for any failure to comply.\n\n \n\n46\n\n[Table of Contents](#TableOfContents)\n\n \n\nEven\nthough we do not believe we need to obtain any approval or permission from relevant government agencies in order for us or our officers\nand directors to conduct search of target in China and globally, it is uncertain when and whether we will be required to obtain such\npermission in the future.\n\n \n\nFurthermore,\nit is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in\nthe future, and even when such permission is obtained, whether it will be denied or rescinded. Our search of any target company in China\nand globally, and the operations following a business combination with a PRC entity could be adversely affected, directly or indirectly,\nby existing or future laws and regulations relating to our business or industry, particularly in the event permission to list on U.S. exchanges\nmay be later required, or withheld or rescinded once given.\n\n \n\nAccordingly,\ngovernment actions in the future, including any decision to intervene or influence our search of any target company in China and globally,\nand the operations of any future PRC subsidiary at any time or to exert control over an offering of securities conducted overseas and/or\nforeign investment in China-based issuers, may cause us to make material changes to our operation or the operations of any future PRC\nsubsidiary, may limit or completely hinder our ability to offer or continue to offer securities to investors, and/or may cause the value\nof such securities to significantly decline or be worthless.\n\n \n\n**We\nmay undertake our initial business combination with an entity or business which is based in a foreign country and the laws and regulations\nof such foreign countries may not afford U.S. investors or regulatory agencies access to information normally available to them with\nrespect to U.S. based entities.**\n\n \n\nIn\nNovember 2020, the SEC Staff issued guidance regarding certain risks and considerations that should be considered by investors\nregarding foreign entities, specifically the limited ability of U.S. investors and regulatory agencies to rely upon or obtain information\nfrom foreign based entities, specifically China based entities, under the laws and regulations of such foreign countries. As stated by\nthe SEC Staff. “[A]lthough China-based Issuers that access the U.S. public capital markets generally have the same disclosure obligations\nand legal responsibilities as other non-U.S. issuers, the Commission’s ability to promote and enforce high-quality disclosure standards\nfor China-based Issuers may be materially limited. As a result, there is substantially greater risk that their disclosures may be incomplete\nor misleading. In addition, in the event of investor harm, investors generally will have substantially less access to recourse, in comparison\nto U.S. domestic companies and foreign issuers in other jurisdictions.” Among other potential issues and risks cited by the SEC\nStaff, the SEC Staff identified restrictions in China which restricted the PCAOB’s ability to inspect audit work and practices\nof PCAOB-registered public accounting firms in China and on the PCAOB’s ability to inspect audit work with respect to China-based\nissuer audits by PCAOB-registered public accounting firms in Hong Kong.\n\n \n\nFurther,\ncurrent laws and regulations in China as well as other potential target countries, can limit or restrict investigations and similar activities\nby U.S. regulatory agencies such as the SEC to gather information regarding the securities and other activities of issuers based in the\nforeign countries where such laws or regulations exist. According to Article 177 of the newly amended PRC Securities Law which became\neffective in March 2020 (the “Article 177”), the securities regulatory authority of the PRC State Council may collaborate\nwith securities regulatory authorities of other countries or regions in order to monitor and oversee cross border securities activities.\nArticle 177 further provides that overseas securities regulatory authorities are not allowed to carry out investigation and evidence\ncollection directly within the territory of the PRC, and that any Chinese entities and individuals are not allowed to provide documents\nor materials related to securities business activities to overseas agencies without prior consent of the securities regulatory authority\nof the PRC State Council and the competent departments of the PRC State Council. Investors should be aware that the U.S. Holding Foreign\nCompanies Accountable Act, which requires that the PCAOB be permitted to inspect an issuer’s public accounting firm within three\nyears, may result in the delisting of the operating company in the future if the PCAOB is unable to inspect the firm. Although we have\nnot identified a potential target business nor any particular country in which a business combination may occur, we intend to consider\npotential target business in foreign jurisdictions, including China based entities and businesses, and therefore investors should be\naware of risks related to the ability to obtain information and conduct investigations and be afforded protections by U.S.- based agencies\nsuch as the SEC related to any such business combination with a target business in a foreign country and consider such risks prior to\ninvesting in our securities.\n\n \n\n**Though\nwe will not consider or undertake an initial business combination with any company the financial statements of which are audited by an\naccounting firm that the PCAOB is unable to inspect for two consecutive years, we cannot assure you that certain existing or future U.S.\nlaws and regulations may not restrict or eliminate our ability to complete a business combination with certain companies, particularly\nthose target companies in China.**\n\n \n\nThe\nPCAOB is currently unable to conduct inspections on accounting firms in the PRC without the approval of the Chinese government authorities.\nThe auditor and its audit work in the PRC may not be inspected fully by the PCAOB. Inspections of other auditors conducted by the PCAOB\noutside China have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may\nbe addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections of audit work undertaken\nin China prevents the PCAOB from regularly evaluating the PRC auditor’s audits and its quality control procedures.\n\n \n\n47\n\n[Table of Contents](#TableOfContents)\n\n \n\nFurther,\nfuture developments in U.S. laws may restrict our ability or willingness to complete certain business combinations with companies. For\ninstance, the recently enacted Holding Foreign Companies Accountable Act (the “HFCA Act”) would restrict our ability to consummate\na business combination with a target business unless that business met certain standards of the PCAOB and would require delisting of\na company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive\nyears. The HFCA Act also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign\ngovernment, specifically, those based in China. Furthermore, the documentation we may be required to submit to the SEC proving certain\nbeneficial ownership requirements and establishing that we are not owned or controlled by a foreign government in the event that we use\na foreign public accounting firm not subject to inspection by the PCAOB or where the PCAOB is unable to completely inspect or investigate\nour accounting practices or financial statements because of a position taken by an authority in the foreign jurisdiction could be onerous\nand time consuming to prepare.\n\n \n\nFurthermore,\non June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which,\nif signed into law, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock\nexchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.\n\n \n\nOur\nfinancial statements are currently audited by Audit Alliance LLP, which is subject to inspection by the PCAOB. And as a result, we affirmatively\nexclude any target of which financial statements are audited by an accounting firm that the United States PCAOB is unable to inspect\nfor two consecutive years beginning in 2021 and thus, we may not be able to consummate a business combination with a favored target business\ndue to these laws.\n\n \n\nOn\nNovember 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies\nAccountable Act. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether\nit is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position\ntaken by one or more authorities in that jurisdiction.\n\n \n\nPursuant\nto the Holding Foreign Companies Accountable Act, or the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021\nwhich found that the PCAOB is unable to inspect or investigate completely 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. Our auditor, WWC, P.C.,\nis headquartered in San Mateo, California, and, as an auditor of companies that are traded publicly in the United States and a firm registered\nwith the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance\nwith the applicable professional standards. Our auditor was not identified in this report as a firm subject to the PCAOB’s determination\nannounced on December 16, 2021. As a result, we do not believe that the Holding Foreign Companies Accountable Act and related regulations\nwill affect us. On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with\nthe China Securities Regulatory Commission and the Ministry of Finance of China. The SOP, together with two protocol agreements governing\ninspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible\ncomplete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law.\nThe SOP Agreement remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect\nto the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation\nand the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction. On December 15,\n2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms\nheadquartered in mainland China and Hong Kong completely in 2022.\n\n \n\nNotwithstanding\nthe foregoing, in the event that we decide to consummate our initial business combination with a target business based in or primarily\noperating in China, if there is any regulatory change which prohibits the independent accountants from providing audit documentations\nlocated in mainland China or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination\nReport so that the target company or the combined company is subject to the HFCA Act, as the same may be amended, you may be deprived\nof the benefits of such inspection which could result in limitation or restriction to our access to the U.S capital markets and trading\nof our securities on a national securities exchange or in the over-the-counter trading market in the U.S. may be prohibited, under the\nHFCA Act.\n\n \n\nThe\nSEC has adopted final rules to implement the HFCA Act and may propose additional rules or guidance that could impact us if our auditor\nis not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or\nthe PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President\nof the United States. This report recommended the SEC implement five recommendations to address companies from jurisdictions that do\nnot provide the PCAOB with sufficient access to fulfill its statutory mandate. Some of the concepts of these recommendations were implemented\nwith the enactment of the HFCA Act. However, some of the recommendations were more stringent than the HFCA Act. For example, if a company\nwas not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on\nJanuary 1, 2022.\n\n \n\n48\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe\nSEC’s final rules to implement the HFCA Act require the SEC to identify registrants having filed an annual report with an audit\nreport issued by a registered public accounting firm that is located in a foreign jurisdiction that the PCAOB is unable to inspect or\ninvestigate and require such issuers to submit documentation that, if true, it is not owned or controlled by a governmental entity in\nthe public accounting firm’s foreign jurisdiction. The amendments also require foreign issuers to provide certain additional disclosures\nin its annual report for itself and any of its consolidated foreign operating entities and provides notice regarding the procedures the\nSEC has established to identify issuers and to impose trading prohibitions on the securities of such issuers as required by the HFCA\nAct. The SEC has also announced amendments to various annual report forms to accommodate the certification and disclosure requirements\nof the HFCA Act. There could be additional regulatory or legislative requirements or guidance that could impact us if our auditor is\nnot subject to PCAOB inspection. The implications of these possible regulations in addition to the requirements of the HFCA Act are uncertain,\nand such uncertainty could cause the market price of our securities to be materially and adversely affected. If, for whatever reason,\nthe PCAOB is unable to conduct inspections or full investigations of our auditor, the Company could be delisted or prohibited from being\ntraded over the counter earlier than would be required by the HFCA Act. If our securities are unable to be listed on another securities\nexchange by then, such delisting and prohibition would substantially impair your ability to sell or purchase our securities when you\nwish to do so, and the risk and uncertainty associated with potential delisting and prohibition would have a negative impact on the price\nof our securities. Also, such delisting and prohibition could significantly affect the Company’s ability to raise capital on acceptable\nterms, or at all, which would have a material adverse effect on the Company’s business, financial condition and prospects.\n\n \n\nInspections\nof audit firms that the PCAOB has conducted have identified deficiencies in those firms’ audit procedures and quality control procedures,\nwhich may be addressed as part of the inspection process to improve future audit quality. If the PCAOB were unable to conduct inspections\nor full investigations of the Company’s auditor, investors in our securities would be deprived of the benefits of such PCAOB inspections.\nIn addition, the inability of the PCAOB to conduct inspections or full investigations of auditors would may make it more difficult to\nevaluate the effectiveness of the Company’s independent registered public accounting firm’s audit procedures or quality control\nprocedures as compared to auditors that are subject to the PCAOB inspections, which could cause investors and potential investors in\nour shares to lose confidence in the audit procedures of our auditor and reported financial information and the quality of our financial\nstatements.\n\n \n\nAdditionally,\nother developments in U.S. laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.)\n13959, “Addressing the Threat from Securities Investments That Finance Communist Chinese Military Companies,” may further\nrestrict our ability to complete a business combination with certain China-based businesses.\n\n \n\n**Recent\nregulatory actions by the government of the People’s Republic of China with respect to foreign capital efforts and activities,\nincluding Business Combinations with offshore shell companies such as SPACs, may adversely impact our ability to consummate a business\ncombination with a China based entity or business, or materially impact the value of our securities following any such business combination**.\n\n \n\nWhile\nwe have not identified any specific business combination target as of yet, since the completion of our initial public offering we have\ninitiated our research effort to identify a large number of potential targets, and we may eventually identify and submit for shareholder\napproval a business combination with a target business located or based in China. On July 30, 2021, the Chairman of the SEC issued\na statement highlighting potential issues resulting from recent China regulatory changes and guidance that may impact investors’\ninvestments in China based entities. According to the SEC’s Chairman, the People’s Republic of China provided new guidance\nto and placed restrictions on China-based companies raising capital offshore, including through associated offshore shell companies.\nThese developments include China government-led cybersecurity reviews of certain companies raising capital through offshore entities.\nThis is relevant to U.S. investors. In a number of sectors in China, companies are not allowed to have foreign ownership and cannot directly\nlist on exchanges outside of China. To raise money on such exchanges, many China-based operating companies are structured as Variable\nInterest Entities (VIEs). In such an arrangement, a China-based operating company typically establishes an offshore shell company in\nanother jurisdiction, such as the Cayman Islands, to issue stock to public shareholders. For U.S. investors, this arrangement creates\n“exposure” to the China-based operating company, though only through a series of service contracts and other contracts. To\nbe clear, though, neither the investors in the shell company’s stock, nor the offshore shell company itself, has stock ownership\nin the China-based operating company.\n\n \n\nOn\nMarch 15, 2019, the National People’s Congress approved the Foreign Investment Law, which took effect on January 1,\n2020 and replaced three existing laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative\nJoint Venture Law and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. The\nForeign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with\nprevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic\ninvested enterprises in China. The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection\nand administration of foreign investments in view of investment protection and fair competition.\n\n \n\n49\n\n[Table of Contents](#TableOfContents)\n\n \n\nAccording\nto the China Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted\nby one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign\ninvestor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or\ncollectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares,\nequity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually\nor collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws,\nadministrative regulations, or the State Council. The “variable interest entity” structure, or VIE structure, has been adopted\nby many PRC-based companies to obtain necessary licenses and permits in the industries that are currently subject to foreign investment\nrestrictions in China. Under the Foreign Investment Law, variable interest entities that are controlled via contractual arrangement would\nalso be deemed as equivalent to VIEs, if they are ultimately “controlled” by foreign investors. Therefore, for any companies\nwith a VIE structure in an industry category that is included in the “negative list” as a restricted industry, the VIE structure\nmay be deemed legitimate only if the ultimate controlling person(s) is/are of PRC nationality (either PRC companies or PRC citizens).\nConversely, if the actual controlling person(s) is/are of foreign nationalities, then the variable interest entities will be treated\nas VIEs and any operation in the industry category on the “negative list” without market entry clearance may be considered\nas illegal.\n\n \n\n**The\nChinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through\nregulation and state ownership**.\n\n \n\nIf\nwe were to undertake a business combination with a China based business, our ability to operate in China may be harmed by changes in\nits laws and regulations, including those relating to taxation, cyber security, environmental regulations, land use rights, property\nand other matters. The central or local governments of jurisdictions such as China may impose new, stricter regulations or interpretations\nof existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations\nor interpretations. There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations.\nThe laws and regulations are sometimes vague and new laws and regulations that affect existing and proposed future businesses may also\nbe applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our\nbusiness. In connection with any business combination with a China based entity, we will be required to provide additional risk disclosure\nrelated to any such possible transaction and would be expected to incur additional costs related to compliance with such laws and regulations,\nif such compliance can be obtained.\n\n \n\n**The\nVIE structure may expose us to additional PRC legal Issues and adversely affect control over future operations.**\n\n \n\nAny\ntarget for a business combination may conduct operations through subsidiaries in the PRC and variable interest entities, or VIEs, in\nthe PRC. VIEs are contractual arrangements and their structure involves unique risks to investors. The VIE structure is used to provide\ninvestors with exposure to foreign investment in PRC-based companies where PRC law prohibits or limits direct foreign investment in the\noperating companies. However, contractual arrangements with the VIEs are not equivalent to an investment in the VIEs. Because we may\nnot directly hold equity interests in a VIE, we may be subject to risks and uncertainties in relation to the interpretation and application\nof PRC laws and regulations, including but not limited to, regulatory review of overseas listing of PRC companies through special purpose\nvehicles and the validity and enforcement of the contractual arrangements among any PRC subsidiary, any VIE, and the owner of any VIE.\nThe VIE structure may not be as effective as direct ownership in providing operational control of an entity.\n\n \n\nWe\nwould also be subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow\nthe VIE structure, which would likely result in a material change in operations of a target business. Any VIE structure would be a contractual\narrangement with third parties which would be governed by PRC laws, would provide for the resolution of disputes through arbitration\nin the PRC would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.\nDisputes arising from these contractual arrangements between us and the third parties in any VIE agreements would be resolved through\narbitration in the PRC, notwithstanding that these disputes do not include claims arising under the U.S. federal securities law, and\nthus would not prevent you from pursuing claims under the U.S. federal securities law. The legal environment in the PRC is not as developed\nas in the U.S. As a result, uncertainties in the PRC legal system could further limit our ability to enforce these contractual arrangements,\nthrough arbitration, litigation, and other legal proceedings in the PRC, which could limit our ability to enforce these contractual arrangements\nand exert effective control over the third parties and the VIE entities. Furthermore, these contracts may not be enforceable in the PRC\nif PRC government authorities or courts take the view that such contracts contravene PRC laws and regulations or are otherwise not enforceable\nfor public policy reasons. Where we engage in an initial business combination with a PRC-based target company, in the event we are unable\nto enforce these contractual arrangements, we may not be able to exert effective control over the VIE entities, and our ability to conduct\nour business may be materially and adversely affected.\n\n \n\n50\n\n[Table of Contents](#TableOfContents)\n\n \n\n**PRC\nregulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult\nfor us to timely complete such acquisitions, or complete them at all.**\n\n \n\nUnder\nthe PRC Anti-Monopoly Law, companies undertaking acquisitions relating to businesses in China must notify the State Administration for\nMarket Regulation, or the SAMR, in advance of any transaction where the parties’ revenues in the China market exceed certain thresholds\nand the buyer would obtain control of, or decisive influence over, the target, while under the M&A Rules, the approval of MOFCOM\nmust be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire domestic\ncompanies affiliated with such PRC enterprises or residents. Applicable PRC laws, rules and regulations also require certain merger and\nacquisition transactions to be subject to security review. Complying with the requirements of the relevant regulations to complete such\ntransactions could be time-consuming, and any required approval processes, including approval from SAMR, may delay or inhibit our ability\nto complete such transactions, which could affect our ability to timely complete an initial business combination within either the initial\n12-month period or within 24 months if extended or at all.\n\n \n\n**The\nChinese government may exert substantial interventions and influences on our combined company’s operations at any time. Any new\npolicies, regulations, rules, actions or laws by the PRC government may subject our combined company to material changes in operations,\nmay cause the value of our securities significantly decline or be worthless, and may completely hinder our ability to offer or continue\nsecurities to investors.**\n\n \n\nThough\nwe currently do not have any RPC subsidiary or China operation and a majority of our management are located outside China, we may pursue\na business combination with a company doing business in China (excluding any target company whose financial statements are audited by\nan accounting firm that PCAOB is unable to inspect for two consecutive years). Notwithstanding the foregoing, the Chinese government\nhas exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and\nstate ownership. Our combined company’s ability to operate in China may be harmed by changes in its laws and regulations, including\nthose relating to securities, taxation, environmental regulations, land use rights, property and other matters. The central or local\ngovernments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require\nadditional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government\nactions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned\neconomy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions\nin China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.\n\n \n\nFor\nexample, the Chinese cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc.\n(NYSE: DIDI) and two days later ordered that the company’s app be removed from smartphone app stores. On July 24, 2021, the\nGeneral Office of the Communist Party of China Central Committee and the General Office of the State Council jointly released the Guidelines\nfor Further Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant\nto which foreign investment in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned\nfrom this sector.\n\n \n\nAs\nsuch, our combined company’s business segments may be subject to various government and regulatory interference in the provinces\nin which they operate at any time. The combined company could be subject to regulation by various political and regulatory entities,\nincluding various local and municipal agencies and government sub-divisions. Our combined company may incur increased costs necessary\nto comply with existing and newly adopted laws and regulations or penalties for any failure to comply. If the PRC government initiates\nan investigation into us at any time alleging us violation of cybersecurity laws, anti-monopoly laws, and securities offering rules in\nChina in connection with an offering or future business combination, we may have to spend additional resources and incur additional time\ndelays to comply with the applicable rules, and our business operations will be affected materially and any such action could cause the\nvalue of our securities to significantly decline or be worthless.\n\n \n\nAs\nthe date of this Annual Report, there are no PRC laws and regulations (including the China Securities Regulatory Commission, or the CSRC,\nCyberspace Administration of China, or the CAC, or any other government entity) in force explicitly requiring that we obtain permission\nfrom PRC authorities for an offering or to issue securities to foreign investors, and we have not received any inquiry, notice, warning,\nsanction or any regulatory objection from any relevant PRC authorities. However, it is uncertain when and whether our combined company\nwill be required to obtain permission from the PRC government to list on U.S. stock exchanges in the future, and even when such permission\nis obtained, whether it will be denied or rescinded. Any new policies, regulations, rules, actions or laws by the PRC government may\nsubject us or our combined company to material changes in operations, may cause the value of our securities significantly decline or\nbe worthless, and may completely hinder our ability to offer or continue securities to investors.\n\n \n\n51\n\n[Table of Contents](#TableOfContents)\n\n \n\n**The\nChina Securities Regulatory Commission and other Chinese government agencies may exert more oversight and control over offerings that\nare conducted overseas and foreign investment in China-based issuers. It is possible that we may need to obtain approvals or permissions\nfrom the CSRC or another PRC regulatory body if we undertake a business combination with a China-based entity. If the CSRC or another\nPRC regulatory body subsequently determines that its approval is needed, we cannot predict whether we will be able to obtain such approval.\nAs a result, we may have to spend additional resources and incur additional time delays to complete any such business combination or\nbe prevented from pursuing certain investment opportunities, or even could significantly affect our ability to offer or continue to offer\nsecurities to investors and cause the value of our securities to significantly decline or be worthless.**\n\n \n\nThe\nPRC government may intervene or influence our search for a target business or the completion of an initial business combination at any\ntime, which could significantly and negatively impact our search for a target business and/or the value of our securities. Our initial\nbusiness combination may also be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential\nand private information, such as personal information and other data. These laws continue to develop, and the PRC government may exert\nmore oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers in the future by\nadopting other rules and restrictions. Non-compliance could result in penalties or other significant legal liabilities.\n\n  \n\nIn\naddition, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly\nissued the Opinions on Strictly Cracking Down on Illegal Securities Activities. According to Law (the “Opinions”), which\nwere available to the public on July 6, 2021. These opinions emphasized the need to strengthen the administration over illegal\nsecurities activities and the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures,\nsuch as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed\ncompanies and the demand for cybersecurity and data privacy protection. As of the date of this Annual Report, no official guidance and\nrelated implementation rules have been issued in relation to these recently issued opinions and the interpretation and implementation\nof the Opinions remain unclear at this stage. We cannot assure you that we will not be required to obtain the pre-approval of the CSRC\nand potentially other PRC governmental authorities to pursue any business combination with a China-based company.\n\n \n\nOn\nFebruary 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic\nCompanies (the “Trial Measures”), which took effect on March 31, 2023. The Trial Measures supersede prior rules and\nclarified and emphasized several aspects, which include but are not limited to: (1) comprehensive determination of the “indirect\noverseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over form”\nand particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are\nmet at the same time: (a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented\nin its audited consolidated financial statements for the most recent accounting year comes from PRC domestic companies, and (b) the main\nparts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland\nChina, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland\nChina; (2) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but not yet listed\nin foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, (b) are not required to re-perform\nthe regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and (c) whose such overseas\nsecurities offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out\nfiling procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC; (3)\na negative list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas\nhas been recognized by the State Council of the PRC as a possible threat to national security, (b) issuers whose affiliates have been\nrecently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes\nregarding equity ownership; (4) issuers’ compliance with web security, data security, and other national security laws and regulations;\n(5) issuers’ filing and reporting obligations, such as the obligation to file with the CSRC after it submits an application for\ninitial public offering to overseas regulators, and the obligation after offering or listing overseas to report to the CSRC material\nevents including a change of control or voluntary or forced delisting of the issuer; and (6) the CSRC’s authority to fine both\nissuers and their shareholders between one and 10 million RMB for failure to comply with the Trial Measures, including failure to comply\nwith filing obligations or committing fraud and misrepresentation.\n\n \n\nIt\nis uncertain whether a target company with operations or subsidiaries in China is required to, or can, or how long it will take it to,\nobtain such approval or complete such filing procedures and any such approval could be rescinded. Any failure to obtain or delay in obtaining\nclearance of such approval or completing such filing procedures for the business combination, or the target company’s listing,\nor a rescission of any such approval if obtained by the target company would subject it to regulatory actions or other sanctions by the\nCSRC or other PRC regulatory authorities for failure to seek required governmental authorization in respect of the same. These governmental\nauthorities may impose fines, restrictions and penalties on the target company. The PRC governmental authorities may also take actions\nrequiring the target company, or making it advisable for the target company, to suspend this business combination or the target company’s\nlisting before settlement and delivery. Consequently, if you engage in market trading or other activities in anticipation of and prior\nto settlement and delivery, you do so at the risk that settlement and delivery may not occur.\n\n \n\n52\n\n[Table of Contents](#TableOfContents)\n\n \n\nIn\naddition, the PRC has proposed various rules relating to cybersecurity, data privacy and personal information protection, among others.\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 New Measures include data processing activities of network\nplatform operators that affect or may affect national security into cybersecurity review, and make it clear that network platform operators\nwith personal information of more than one million users must apply for cybersecurity review to the Cybersecurity Review Office when\nthey go public abroad. The PRC Data Security Law, which took effect on September 1, 2021, imposes data security and privacy obligations\non entities and individuals that carry out data activities, provides for a national security review procedure for data activities that\nmay affect national security and imposes export restrictions on certain data and information. On August 20, 2021, the Standing\nCommittee of the People’s Congress promulgated the PRC Personal Information Protection Law (the “PIPL”), which is to\ntake effect on November 1, 2021. The PIPL sets out the regulatory framework for the handling and protection of personal information\nand the transmission of personal information overseas. If our potential future target business in China involves collecting and retaining\ninternal or customer data, such target might be subject to the relevant cybersecurity laws and regulations, including the PRC Cybersecurity\nLaw and the PIPL, and the cybersecurity review before effecting a business combination.\n\n \n\nIf,\nfor example, our potential initial business combination is with a target business operating in the PRC and if the New Measures mandates\nclearance of cybersecurity review and other specific actions to be completed by the target business, we may face uncertainties as to\nwhether such clearance can be timely obtained, or at all, and incur additional time delays to complete any such acquisition. Cybersecurity\nreview could also result in negative publicity with respect to our initial business combination and diversion of our managerial and financial\nresources. We may also be prevented from pursuing certain investment opportunities if the PRC government considers that the potential\ninvestments will result in a significant national security issue. In addition, due to limited business combination period that we have,\nwe may avoid searching for a target and completing an initial business combination that will be subject to cybersecurity review. Therefore,\nwe may avoid searching for a company which could be deemed as a network platform operator and possesses information of more than one\nmillion users.\n\n \n\nFurther,\nif the combined company, after business combination, is deemed to be a network platform operator which holds personal information of\nmore than one million users, it will be subject to such cybersecurity review. The combined company could become subject to enhanced cybersecurity\nreview or investigations launched by PRC regulators in the future and may incur increased costs necessary to comply with existing and\nnewly adopted laws and regulations or penalties for any failure to comply. Additionally, any failure or delay in the completion of the\ncybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties,\nincluding suspension of business, website closure, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings\nor actions, which may have material adverse effect on the combined company’s business, financial condition or results of operations\nand any such action could cause the value of our securities to significantly decline or be worthless. As uncertainties remain regarding\nthe interpretation and implementation of these laws and regulations, we cannot assure you that the combined company following a business\ncombination will comply with such regulations in all respects and it may be ordered to rectify or terminate any actions that are deemed\nillegal by regulatory authorities. As a result, both you and we face uncertainty about future actions by the PRC government that could\nsignificantly affect our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly\ndecline or be worthless.\n\n \n\n53\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Other\nPRC governmental authorities may take the view now or in the future that an approval from them is required for an overseas offering by\na company affiliated with Chinese businesses or persons or a business combination with a target business based in and primarily operating\nin China.**\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 the China Securities Regulatory Commission (the “CSRC”)\nprior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The scope of the M&A\nRules covers two types of transactions: (a) equity deals where the acquisition by a foreign investor, i.e., the offshore special purpose\nvehicle, of equity in a “PRC domestic company,” and (b) asset deals where the acquisition by an offshore special purpose\nvehicle of the assets of a “PRC domestic company.” Neither the equity deals or the asset deals will be involved in our business\ncombination process with a China-based target for the reason that the offshore special purpose vehicle of such China-based target directly\nholds shares through the wholly foreign owned enterprise(s) or WFOE, which are established by means of direct investment rather than\nby equity deals or asset deals under the M&A Rules. To date, the CSRC has not issued any definitive rules or interpretations concerning\nwhether offerings such as the indirect listing of a China-based entity as part of the business combination are subject to the CSRC approval\nprocedures under the M&A Rules. As a result, based on our management’s understanding of the current PRC laws, rules, regulations\nand the local market practices, the CSRC’s approval under the M&A Rules will not be required in the context of our business\ncombination with a China-based target. However, substantial uncertainty remains regarding the scope and applicability of the M&A\nRules to offshore special purpose vehicles and the above analysis are subject to any new laws, rules and regulations or detailed implementation\nand interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC governmental agencies, including\nthe CSRC, would reach the same conclusion as we do. It is possible that we may need to obtain approvals or permissions from CSRC in order\nfor us to complete a business combination with a China-based target pursuant to the M&A Rules. If we are required to obtain such\napprovals, we cannot assure we will be able to receive them in a timely manner, or at all.\n\n \n\nMoreover,\nexcept for emphasizing the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision\nover overseas listings by Chinese companies, the Opinions, which was made available to the public on July 6, 2021, also provides\nthat the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and\nwill clarify the duties of domestic regulatory authorities.\n\n \n\nOn\nDecember 24, 2021, the CSRC released for public comments Provisions of the State Council on the Administration of Overseas Securities\nOffering and Listing by Domestic Companies (Draft for Comments) and Administrative Measures for the Filing of Overseas Securities Offering\nand Listing by Domestic Companies (Draft for Comments) (the “Draft Rules”). The Draft Rules, if declared into effect, will\nimplement 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. The requested filing documents include but are not limited to: (1) a filing report and related undertakings; (2) regulatory\nopinions, filing or approval documents issued by the relevant authorities (if applicable); (3) security review opinions issued by the\nrelevant authorities, if applicable; (4) a PRC legal opinion; and (5) a prospectus.\n\n \n\nOn\nDecember 27, 2021, the NDRC and the MOFCOM promulgated Special Administrative Measures (Negative List) for the Access of Foreign\nInvestment (2021 Version), effective as of January 1, 2022 (the “Negative List”). Compared to the previous version,\nthere are no specific industries added to the list but it for the first time declares China’s jurisdiction over (and detailed regulatory\nrequirements on) overseas listings made by Chinese businesses in the so-called “Prohibited Industries.” According to Article\n6 of the Negative List, domestic enterprises engaging in businesses in which foreign investment is prohibited shall obtain approval from\nthe relevant authorities before offering and listing their shares on an overseas stock exchange. In addition, certain foreign investors\nshall not be involved in the operation or management of the relevant enterprise, and shareholding percentage restrictions under relevant\ndomestic securities investment management regulations shall apply to such foreign investors. The intended scope of such jurisdiction\nwas further clarified by NDRC officials on a press conference held on January 18, 2022.\n\n \n\nBased\non our understanding of the current PRC laws and regulations, no prior permission is required under the M&A Rules, the Opinions,\nthe Draft Rules or the Negative List from any PRC governmental authorities (including the CSRC) for consummating an offering by our company,\ngiven that: (a) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like our initial\npublic offering are subject to the M&A Rules; (b) our company is a blank check company newly incorporated in Cayman Islands rather\nthan China and currently the company conducts no business in China and (c) our sponsor is a newly incorporated company in the British\nVirgin Islands, rather than China, has its principal offices in New York and currently, the sponsor conducts no business in China. However,\nthere remains some uncertainty as to how the M&A Rules, the Opinions, the Draft Rules or the Negative List will be interpreted or\nimplemented in the context of an overseas offering or if we decide to consummate the business combination with a target business based\nin and primarily operating in China. If the CSRC or another PRC governmental authority subsequently determines that its approval is needed\nfor an offering, or a business combination with a target business based in and primarily operating in China, we may face approval delays,\nadverse actions or sanctions by the CSRC or other PRC governmental authorities. In any such event, these governmental authorities may\ndelay the offering or a potential business combination, impose fines and penalties, limit our operations in China, or take other actions\nthat could materially adversely affect our business, financial condition, results of operations, reputation and prospects, as well as\nthe trading price of our securities.\n\n \n\n54\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe\nhave not received any inquiry, notice, warning, sanctions or regulatory objection from the CSRC or any other PRC governmental authorities.\n\n \n\nIn\nthe event that we were to determine to engage in an initial business combination with a China-based or operating business we would be\nsubject to restrictions on the use of our cash obtained from our business combination with a China-based or operating business as described\nunder “**PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control\nof currency conversion may delay or prevent us from using the proceeds it receives from offshore financing activities to make loans to\nor make additional capital contributions to any PRC subsidiaries, which could materially and adversely affect our liquidity and its ability\nto fund and expand business”**. However, as discussed elsewhere herein, we do not believe we are currently subject to PRC\nlaw or regulation, including those PRC laws and regulation which affect our cash flow, including our ability to effect the redemption\nrights of our shareholders in connection with a business combination. We note that the funds held in trust to effect any such redemption\nare held outside of China and, in any event, we are not aware of any PRC law or regulation that would prevent us from making redemption\npayments to our shareholders.\n\n \n\nOur\ncompany is a blank check company incorporated under the laws of the Cayman Islands. We currently do not hold any equity interest in any\nPRC company or operate any business in China. Therefore, we are not required to obtain any permission from any PRC governmental authorities\nto operate our business as currently conducted. If we decide to consummate our business combination with a target business based in and\nprimarily operating in China, the combined company’s business operations in China through its subsidiaries, as applicable, are\nsubject to relevant requirements to obtain applicable licenses from PRC governmental authorities under relevant PRC laws and regulations.\n\n \n\n**We\nmay not be able to consolidate the financial results of some of our affiliated companies or such consolidation could materially adversely\naffect our operating results and financial condition.**\n\n \n\nA\nsubstantial part of our business following a business combination with a PRC entity may be conducted through VIE entities or in a VIE\nstructure. At the present time, such structures and arrangements would allow us to be considered the primary beneficiary, enabling us\nto consolidate the financial results of VIE entities in our consolidated financial statements. In the event that in the future a company\nwe hold as a VIE would no longer meet the definition of a VIE, or we are deemed not to be the primary beneficiary, we would not be able\nto consolidate line by line that entity’s financial results in our consolidated financial statements for PRC purposes. Also, if\nin the future an affiliate company becomes a VIE and we become the primary beneficiary, we would be required to consolidate that entity’s\nfinancial results in our consolidated financial statements for PRC purposes. If such entity’s financial results were negative,\nthis could have a corresponding negative impact on our operating results for PRC purposes. However, any material variations in the accounting\nprinciples, practices, and methods used in preparing financial statements for PRC purposes from the principles, practices, and methods\ngenerally accepted in the U.S. and in the SEC accounting regulations must be discussed, quantified, and reconciled in financial statements\nfor the U.S. GAAP and SEC purposes.\n\n \n\n**Uncertainties\nin the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may\nbe quick with little advance notice, could limit the legal protection available to you and us.**\n\n \n\nThe\nPRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents.\nIn the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in\ngeneral. The legislation over the past three decades has significantly increased the protection afforded to various forms of foreign\nor private-sector investment in China. Any future PRC subsidiary is subject to various PRC laws and regulations generally applicable\nto companies in China. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however,\nthe interpretations of many laws, regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules\ninvolve uncertainties. From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights.\nSince PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual\nterms, however, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection\nwe enjoy in the PRC legal system than in more developed legal systems. Furthermore, the PRC legal system is based in part on government\npolicies, internal rules, and regulations that may have retroactive effect and may change quickly with little advance notice. As a result,\nwe may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainties\nover the scope and effect of our contractual, property (including intellectual property), and procedural rights, and any failure to respond\nto changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue\nour operations.\n\n \n\n55\n\n[Table of Contents](#TableOfContents)\n\n \n\n**You\nmay experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against\nus or our management based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect\nevidence within China.**\n\n \n\nFollowing\ncompletion of a business combination, we may remain a company incorporated under the laws of the Cayman Islands, and conduct most of\nour operations in China and most of our assets may be located in China. In addition, currently all our senior executive officers and\ndirectors either reside within China or Hong Kong, are physically there for a significant portion of each year, and are PRC nationals\nand this may also be the case following the completion of a business combination with a PRC-based or operated company. As a result, it\nmay be difficult for you to effect service of process upon us or those persons inside mainland China. In addition, there is uncertainty\nas to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us, or such persons\npredicated upon the civil liability provisions of U.S. securities laws or those of any U.S. state.\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\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\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\n56\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Any\nactions by the Chinese government, including any decision to intervene or influence the operations of any future PRC subsidiary or to\nexert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make\nmaterial changes to the operations of any future PRC subsidiary, may limit or completely hinder our ability to offer or continue to offer\nsecurities to investors, and may cause the value of such securities to significantly decline or be worthless.**\n\n \n\nThe\nChinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through\nregulation and state ownership. The ability of any PRC-based or controlled business that we may acquire to operate in China may be impaired\nby changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, foreign investment\nlimitations, and other matters. The central or local governments of China may impose new, stricter regulations or interpretations of\nexisting regulations that would require additional expenditures and efforts on our part to ensure our PRC-based or controlled subsidiary’s\ncompliance with such regulations or interpretations. As such, any future PRC subsidiary may be subject to various government and regulatory\ninterference in the provinces in which they operate. They could be subject to regulation by various political and regulatory entities,\nincluding various local and municipal agencies and government sub-divisions. They may incur increased costs necessary to comply with\nexisting and newly adopted laws and regulations or penalties for any failure to comply.\n\n \n\nFurthermore,\nit is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future,\nand even when such permission is obtained, whether it will be denied or rescinded. Our operations following a business combination with\na PRC entity could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business\nor industry, particularly in the event permission to list on U.S. exchanges may be later required, or withheld or rescinded once given.\n\n \n\nAccordingly,\ngovernment actions in the future, including any decision to intervene or influence the operations of any future PRC subsidiary at any\ntime or to exert control over an offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause\nus to make material changes to the operations of any future PRC subsidiary, may limit or completely hinder our ability to offer or continue\nto offer securities to investors, and/or may cause the value of such securities to significantly decline or be worthless.\n\n \n\n**PRC\nregulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries\nand Chinese subsidiaries’ ability to change their registered capital or distribute profits to the combined company or otherwise\nexpose it or its PRC resident beneficial owners to liability and penalties under PRC laws.**\n\n \n\nIn\nJuly 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore\nInvestment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37. SAFE Circular 37 requires PRC\nresidents (including PRC individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents for foreign\nexchange administration purpose) to register with SAFE or its local branches in connection with their direct or indirect offshore investment\nactivities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions\nthat we make in the future.\n\n \n\nUnder\nSAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments\nin offshore special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches. In addition,\nany PRC resident who is a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch\nof SAFE with respect to that SPV, to reflect any material change, including, among other things, any major change of a PRC resident shareholder,\nname or term of operation of the SPVs, or any increase or reduction of the SPVs’ registered capital, share transfer or swap, merger\nor division. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration\nwith the local branch of SAFE. If any PRC shareholder of such SPV fails to make the required registration or to update the previously\nfiled registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital\nreduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions\ninto its subsidiary in China. On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange\nAdministration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications\nfor foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required\nunder SAFE Circular 37, will be filed with qualified banks instead of SAFE or its branches. The qualified banks will directly examine\nthe applications and accept registrations under the supervision of SAFE.\n\n \n\nWe\ncannot provide assurance that our shareholders that are PRC residents at all times comply with, or in the future make or obtain any applicable\nregistrations or approvals required by, SAFE Circular 37 or other related rules. Failure or inability of the combined company’s\nPRC resident shareholders to comply with the registration procedures set forth in these regulations may subject the combined company\nto fines and legal sanctions, restrict its cross-border investment activities, limit the ability of its wholly foreign-owned subsidiary\nin China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation, and the combined company\nmay also be prohibited from injecting additional capital into the subsidiary. Moreover, failure to comply with the various foreign exchange\nregistration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange restrictions.\nAs a result, the combined company’s business operations and the combined company’s ability to distribute profits to you could\nbe materially and adversely affected.\n\n \n\n57\n\n[Table of Contents](#TableOfContents)\n\n \n\nFurthermore,\nas these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving,\nit is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted,\namended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval\nprocess with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings,\nwhich may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company,\nwe cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete\nthe necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our\nacquisition strategy and could adversely affect our business and prospects.\n\n \n\n**PRC\nregulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion\nmay delay or prevent us from using the proceeds it receives from offshore financing activities to make loans to or make additional capital\ncontributions to any PRC subsidiaries, which could materially and adversely affect our liquidity and its ability to fund and expand business.**\n\n \n\nFollowing\na business combination with one or more PRC based entities, any transfer of funds by us to any PRC subsidiaries, either as a shareholder\nloan or as an increase in registered capital, is subject to approval by or registration or filing with relevant governmental authorities\nin China. According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to PRC subsidiaries\nare subject to the approval of or filing with the Ministry of Commerce in its local branches and registration with a local bank authorized\nby SAFE. In addition, (i) any foreign loan procured by PRC subsidiaries is required to be registered with SAFE or its local branches\nor filed with SAFE in its information system; and (ii) PRC subsidiaries may not procure loans which exceed the difference between their\ntotal investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation\nas provided in the People’s Bank of China Notice No. 9 (the “PBOC Notice No. 9”). Any medium- or long-term loan to\nbe provided by us or our affiliated entities, if any, to our PRC subsidiary must be registered with the National Development and Reform\nCommission and SAFE or its local branches. We may not be able to obtain these government approvals or complete such registrations on\na timely basis, if at all, with respect to future capital contributions or foreign loans by us to our PRC subsidiaries. If we fail to\nreceive such approvals or complete such registration or filing, our ability to capitalize on PRC operations may be negatively affected,\nwhich could adversely affect our liquidity and ability to fund and expand our businesses.\n\n \n\nThe\nCircular on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular\n19, effective as of June 1, 2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating\nPolicies on the Control over Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016,\nallows certain entities to settle their foreign exchange capital at their discretion, but continues to prohibit them from using the Renminbi\nfund converted from their foreign exchange capitals for expenditure beyond their business scopes, and also prohibit such PRC based entities\nfrom using such Renminbi fund to provide loans to persons other than affiliates unless otherwise permitted under its business scope.\nAs a result, SAFE Circular 19 and SAFE Circular 16 may significantly limit our future ability to use Renminbi converted from the net\nproceeds from our offshore financing activities to fund the establishment of new entities in China by us or their subsidiaries, to invest\nin or acquire any other PRC companies through any future PRC subsidiaries in China, which may adversely affect our business, financial\ncondition and results of operations.\n\n \n\n**Our\ninitial business combination may be subject to national security review by the PRC government, and we may have to spend additional resources\nand incur additional time delays to complete any such business combination or be prevented from pursuing certain investment opportunities.**\n\n \n\nOn\nFebruary 3, 2011, the PRC government issued a Notice Concerning the Establishment of Security Review Procedure on Mergers and Acquisitions\nof Domestic Enterprises by Foreign Investors (“Security Review Regulations”), which became effective on March 3, 2011. The\nSecurity Review Regulations cover acquisitions by foreign investors of a broad range of PRC enterprises if such acquisitions could result\nin de facto control by foreign investors. On December 19, 2020, the National Development and Reform Commission (the “NDRC”)\nand MOFCOM jointly issued the Measures for the Security Review of Foreign Investments (the “New FISR Measures”), which was\nmade pursuant to the National Security Law and the Foreign Investment Law, which became effective on January 18, 2021. The New FISR Measures\nfurther expand the scope of national security review on foreign investment, while leaving substantial room for interpretation and speculation.\nForeign investors or the relevant parties in China (hereinafter referred to collectively as the “parties concerned”) are\nrequired to provide advance notice to the office of the working mechanism relating to a proposed foreign investment within the following\ncategories so that it can consider whether to permit such an investment: (a) military industry, military industrial supporting and other\nfields relating to the security of national defense, and investments in areas surrounding military facilities and military industry facilities;\nand (b) important agricultural products, important energy and resources, important equipment manufacturing, important infrastructure,\nimportant transport services, important cultural products and services, important information technology and Internet products and services,\nimportant financial services, key technologies and other important fields relating to national security. Prior to a decision being made\nby the office of the working mechanism, the parties concerned shall not consummate the proposed investment.\n\n \n\n58\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe\nSecurity Review Regulations and the New FISR Measures will potentially subject a large number of mergers and acquisitions transactions\nby foreign investors in China to an additional layer of regulatory review. Currently, there is significant uncertainty as to the implication\nof the Security Review Regulations and the New FISR Measures. Complying with the requirements of the above-mentioned regulations and\nother relevant rules to complete such transactions could be time-consuming, and any required approval processes may delay or inhibit\nour ability to complete our potential initial business combination, and we may have to spend additional resources and incur additional\ntime delays to complete any such acquisition. There is no guarantee that we can receive such approval in a timely manner, and we may\nalso be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will\nresult in a significant national security issue. If obtained, since our initial business combination period is 12 months from the closing\nof our Initial Public Offering, or, if we decide to extend the period of time to consummate our initial business combination, up to 24\nmonths from the closing of our Initial Public Offering, and the approval process may take longer than we expect, we may be unable to\ncomplete a business combination by April 1, 2027, assuming we decide to extend the period of time to consummate our initial business\ncombination to such date.\n\n \n\n**Dividends\npayable to our foreign investors and gains on the sale of our ordinary shares by our foreign investors may be subject to PRC tax.**\n\n \n\nWe\nmay consummate a business combination with a target business based in and primarily operating in China through subsidiaries in China.\nAfter such business combination, the combined company may rely on dividends and other distributions from the PRC subsidiaries of the\ncombined company to provide it with cash flow and to meet its other obligations. Current regulations in China would permit the combined\ncompany’s PRC subsidiaries to pay dividends only out of their accumulated distributable profits, if any, determined in accordance\nwith Chinese accounting standards and regulations. In addition, the combined company’s PRC subsidiaries in China will be required\nto set aside at least 10% of their after-tax profits each year to fund their respective statutory reserves (up to an aggregate amount\nequal to half of their respective registered capital). Such cash reserve may not be distributed as cash dividends.\n\n \n\nIn\naddition, if the combined company’s PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the\ndebt may restrict their ability to pay dividends or make payments to the combined company or its PRC subsidiaries, as applicable.\n\n \n\n**Enhanced\nscrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue\nin the future.**\n\n \n\nThe\nPRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular,\nequity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular\n698, which became effective in January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which\nbecame effective in February 2015.\n\n \n\n59\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\nUnder\nCircular 698, where a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC\n“resident enterprise” indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise,\nbeing the transferor, may be subject to PRC corporate income tax, if the indirect transfer is considered to be an abusive use of company\nstructure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at\na rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident\nenterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable\nadjustment to the taxable income of the transaction.\n\n \n\nIn\nFebruary 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced\na new tax regime that is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect\ntransfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer\nof a foreign intermediate holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable\ncommercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public\nsecurities market. Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated\nto pay for the transfer) of the taxable assets. Where a non-resident enterprise conducts an “indirect transfer” by transferring\nthe taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being\nthe transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority\nsuch indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the\noverseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring\nPRC tax. As a result, gains derived from such indirect transfer may be subject to PRC corporate income tax, and the transferee or other\nperson who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer\nof equity interests in a PRC resident enterprise.\n\n \n\nWe\nface uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions\ninvolving the transfer of shares in our company by investors that are non-PRC resident enterprises. The PRC tax authorities may pursue\nsuch non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation, and request our PRC\nsubsidiaries to assist in the filing. As a result, we and non-resident enterprises in such transactions may become at risk of being subject\nto filing obligations or being taxed, under Circular 59 or Circular 698 and Circular 7, and may be required to expend valuable resources\nto comply with Circular 59, Circular 698 and Circular 7 or to establish that we and our non-resident enterprises should not be taxed\nunder these circulars, which may have a material adverse effect on our financial condition and results of operations.\n\n \n\nThe\nPRC tax authorities have the discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital\ngains based on the difference between the fair value of the taxable assets transferred and the cost of investment. Although we currently\nhave no plans to pursue any acquisitions in China or elsewhere in the world, we may pursue acquisitions in the future that may involve\ncomplex corporate structures. If we are considered a non-resident enterprise under the PRC corporate income tax law and if the PRC tax\nauthorities make adjustments to the taxable income of the transactions under SAT Circular 59 or Circular 698 and Circular 7, our income\ntax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition\nand results of operations.\n\n \n\n**Recent\ngreater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign\nexchange, could adversely impact our future business and any future offering of securities.**\n\n \n\nOn\nJuly 10, 2021, the Cyberspace Administration of China or CAC published the Circular on Seeking Comments on Cybersecurity Review\nMeasures (Revised Draft for Comments) (the “Review Measures Draft”), which provides that, in addition to critical information\ninfrastructure operators (“CIIOs”) that intend to purchase Internet products and services, data processing operators engaging\nin data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity\nReview Office of the PRC. According to the Review Measures Draft, a cybersecurity review assesses potential national security risks that\nmay be brought about by any procurement, data processing, or overseas listing (“Cybersecurity Review Measures”). The Review\nMeasures Draft further requires that CIIOs and data processing operators that possess personal data of at least one million users must\napply for a review by the Cybersecurity Review Office of the PRC before conducting listings in foreign countries. The deadline for public\ncomments on the Review Measures Draft was July 25, 2021. There remains uncertainty, however, as to how the final Cybersecurity\nReview Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations,\nrules, or detailed implementation and interpretation related to the Cybersecurity Review Measures.\n\n \n\nWe\nmay be required to obtain permission from Chinese authorities, including the Cyberspace Administration of China to acquire and operate\ncertain PRC-based or controlled businesses, and the ownership or operation of certain China-based businesses may be limited or prohibited\nto foreign investors.\n\n \n\nCompliance\nwith the Cybersecurity Review Measures, if applicable to a potential business combination, would likely be time consuming and costly\nand may not be able to be completed timely to comply with our time constraints in completing a business combination.\n\n \n\n60\n\n[Table of Contents](#TableOfContents)\n\n \n\nIf\nwe inadvertently conclude that the Cybersecurity Review Measures do not apply to a potential business combination, or if applicable laws,\nregulations, or interpretations change and it is determined in the future that the Cybersecurity Review Measures become applicable to\nus, we may be subject to review when conducting data processing activities, and may face challenges in addressing its requirements and\nmake necessary changes to our internal policies and practices. We may incur substantial costs in complying with the Cybersecurity Review\nMeasures, which could result in material adverse changes in our business operations and financial position. If we are not able to fully\ncomply with the Cybersecurity Review Measures, our ability to offer or continue to offer securities to investors may be significantly\nlimited or completely hindered, and our securities may significantly decline in value or become worthless.\n\n \n\nIf\nany such new laws, regulations, rules, or implementation and interpretation come into effect, we will take all reasonable measures and\nactions to comply and to minimize the adverse effect of such laws on us. We cannot guarantee, however, that we will not be subject to\ncybersecurity review in the future. During such review, we may be required to suspend our operation or experience other disruptions to\nour operations. Cybersecurity review could also result in negative publicity with respect to our Company and diversion of our managerial\nand financial resources, which could materially and adversely affect our business, financial conditions, and results of operations.\n\n \n\nNotwithstanding\nthat our officers and directors have significant ties to and are located in China, we do not believe that CAC oversight has affected,\nor will affect, our operations, including our search for a business combination target. To the extent applicable to us, we believe that\nwe are compliant with the current rules and policies of CAC.\n\n \n\n**Risks\nRelated to Our Securities**\n\n \n\n**In\nthe event that we are not the surviving entity upon the consummation of our initial business combination, and there is no effective registration\nstatement for the offering of the shares underlying the rights, the rights may expire worthless.**\n\n \n\nIf\nwe enter into a definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement\nwill provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in\nthe transaction on an as-converted into ordinary share basis, and each holder of a right will be required to affirmatively convert his,\nher or its rights in order to receive the 1/5 share underlying each right (without paying any additional consideration) upon consummation\nof the business combination. More specifically, the right holder will be required to indicate his, her or its election to convert the\nrights into underlying shares as well as to return the original rights certificates to us. In the event that we are not the surviving\nentity upon the consummation of our initial business combination, and there is no effective registration statement for the offering of\nthe shares underlying the rights, the rights may expire worthless.\n\n \n\n**The\ngrant of registration rights to our sponsor and holders of our private placement units may make it more difficult to complete our initial\nbusiness combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares.**\n\n \n\nPursuant\nto an agreement entered into on the effective date of our initial public offering, our sponsor and its permitted transferees can demand\nthat we register their founder shares. In addition, holders of our private placement units and their permitted transferees can demand\nthat we register the private placement units and their underlying securities, and holders of units that may be issued upon conversion\nof working capital loans, may demand that we register such units and their underlying securities. We will bear the cost of registering\nthese securities. The registration and availability of such a significant number of securities for trading in the public market may have\nan adverse effect on the market price of our ordinary shares. In addition, the existence of the registration rights may make our initial\nbusiness combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity\nstake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ordinary\nshares that is expected when the ordinary shares owned by our sponsor, holders of our private placement units or holders of our working\ncapital loans or their respective permitted transferees are registered.\n\n \n\n**Because\nwe are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination,\nyou will be unable to ascertain the merits or risks of any particular target business’s operations.**\n\n \n\nWe\nmay seek to complete a business combination with an operating company in any industry or sector. However, we will not, under our amended\nand restated memorandum and articles of association, be permitted to effectuate our initial business combination with another blank check\ncompany or similar company with nominal operations. Because we have not yet identified or approached any specific target business with\nrespect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s\noperations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business\ncombination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine\nwith a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks\ninherent in the business and operations of a financially unstable entity. Although our officers and directors will endeavor to evaluate\nthe risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant\nrisk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control\nand leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot\nassure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such\nopportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following\nthe business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such\nreduction in value.\n\n \n\n61\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Past\nperformance by our management team and their respective affiliates may not be indicative of future performance of an investment in us.**\n\n \n\nInformation\nregarding performance by, or businesses associated with, our management team and their affiliates is presented for informational purposes\nonly. Past performance by our management team, including their affiliates’ past performance, is not a guarantee either (i) of success\nwith respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial\nbusiness combination. You should not rely on the historical record of our management team and their affiliates as indicative of our future\nperformance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses\nand deals that were unsuccessful. Except for Ms. Jialuan Ma and Mr. Sze Wai Lee, none of our officers or directors has had experience\noperating a blank check company in the past.\n\n \n\n**We\nmay seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.**\n\n \n\nWe\nwill consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented\nto us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will\nendeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately\nascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately\nprove to be less favorable to investors in our IPO than a direct investment, if an opportunity were available, in a business combination\ncandidate. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s\nexpertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding\nthe areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As\na result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any shareholders\nwho choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such\nshareholders are unlikely to have a remedy for such reduction in value.\n\n \n\n**Although\nwe have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may\nenter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target\nbusiness with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria\nand guidelines.**\n\n \n\nAlthough\nwe have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business\nwith which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial\nbusiness combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a\ncombination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business\ncombination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their\nredemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a\nminimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide\nto obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of\nour initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete\nour initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation of our trust\naccount and our rights will expire worthless.\n\n \n\n**Unless\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\nor from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are\npaying for the business is fair to our company from a financial point of view.**\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, or another independent firm that commonly renders valuation opinions or from an independent accounting firm that the price we are\npaying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying\non the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish\nthe fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such\nstandards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial\nbusiness combination. However, if our Board of Directors is unable to determine the fair value of an entity with which we seek to complete\nan initial business combination based on such standards, we will be required to obtain an opinion as described above. We are not prohibited\nfrom pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or making the\nacquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to\ncomplete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee\nof independent directors, would obtain an opinion from an independent investment banking firm or from another independent firm that commonly\nrenders valuation opinions or an independent accounting firm, that such an initial business combination is fair to our company from a\nfinancial point of view. We are not required to obtain such an opinion in any other context.\n\n \n\n62\n\n[Table of Contents](#TableOfContents)\n\n \n\n**We\nmay issue additional ordinary or preference shares to complete our initial business combination or under an employee incentive plan after\ncompletion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other\nrisks.**\n\n \n\nOur\namended and restated memorandum and articles of association authorizes the issuance of up to 490,000,000 ordinary shares, par value $0.0001\nper share and 10,000,000 preference shares, par value $0.0001 per share. Immediately after IPO, there were 482,341,652 authorized but\nunissued ordinary shares available for issuance, which amount does not take into account shares reserved for issuance upon conversion\nof outstanding rights.\n\n \n\nWe\nmay issue a substantial number of additional ordinary shares, and may issue preference shares, in order to complete our initial business\ncombination or under an employee incentive plan after completion of our initial business combination. However, our amended and restated\nmemorandum and articles of association provides, among other things, that prior to our initial business combination, we may not issue\nadditional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial\nbusiness combination. The issuance of additional ordinary shares or preference shares:\n\n  \n\n  \n● \nmay\nsignificantly dilute the equity interest of investors in our IPO; \n\n  \n\n  \n● \nmay\nsubordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary\nshares; \n\n  \n\n  \n● \ncould\ncause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability\nto use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and\ndirectors; and \n\n  \n\n  \n● \nmay\nadversely affect prevailing market prices for our units and/or ordinary shares. \n\n \n\n**We\nmay be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences\nto U.S. investors.**\n\n \n\nIf\nwe are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of our ordinary shares\nor rights, the U.S. holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting\nrequirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception.\nDepending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be\nany assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as\na PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be\ndeterminable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, we will endeavor\nto provide to a U.S. holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual\ninformation statement, in order to enable the U.S. holder to make and maintain a “qualified electing fund” election, but\nthere can be no assurance that we will timely provide such required information. We urge U.S. holders to consult their own tax advisors\nregarding the possible application of the PFIC rules to holders of our ordinary shares and rights.\n\n \n\n**We\nmay transfer and be registered by way of continuation, or reincorporate, in another jurisdiction in connection with our initial business\ncombination and such transfer or reincorporation may result in taxes imposed on shareholders.**\n\n \n\nWe\nmay, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, register\nby way of continuation, or reincorporate, in the jurisdiction in which the target company or business is located. The transaction may\nrequire a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members\nare resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders\nmay be subject to withholding taxes or other taxes with respect to their ownership of us after the transfer and registration by way of\ncontinuation, or reincorporation.\n\n \n\n**Resources\ncould be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate\nand acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may\nreceive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account\nand our rights will expire worthless.**\n\n \n\nWe\nanticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,\ndisclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,\nattorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the\nproposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we\nmay fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will\nresult in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire\nor merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only\napproximately $10.00 per share on the liquidation of our trust account and our rights will expire worthless.\n\n \n\n63\n\n[Table of Contents](#TableOfContents)\n\n \n\n**We\nare dependent upon our officers and directors and their departure could adversely affect our ability to operate.**\n\n \n\nOur\noperations are dependent upon a relatively small group of individuals and, in particular, Ms. Jialuan Ma and our other officers and directors.\nWe believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial\nbusiness combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs\nand, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying\npotential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance\non the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could\nhave a detrimental effect on us.\n\n \n\n**Changes\nin the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and\ncomplete an initial business combination.**\n\n \n\nIn\nrecent years, the market for directors and officers liability insurance for special purpose acquisition companies has changed.\nThe premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable.\nThere can be no assurance that these trends will not continue. The increased cost and decreased availability of directors and officers\nliability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to\nobtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination\nentity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and\nofficers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain\nqualified officers and directors. In addition, even after we were to complete an initial business combination, our directors and officers\ncould still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business\ncombination. As a result, in order to protect our directors and officers, the post-business combination entity will likely need\nto purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance\nwould be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate\nan initial business combination on terms favorable to our investors.\n\n \n\n**Our\nability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts\nof our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively\nimpact the operations and profitability of our post-combination business.**\n\n \n\nOur\nability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key\npersonnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target\nbusiness in senior management or advisory positions following our initial business combination, it is likely that some or all of the\nmanagement of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial\nbusiness combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be\nunfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources\nhelping them become familiar with such requirements.\n\n \n\n**Our\nkey personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.\nThese agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them\nto have conflicts of interest in determining whether a particular business combination is the most advantageous.**\n\n \n\nOur\nkey personnel may be able to remain with the company after the completion of our initial business combination only if they are able to\nnegotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously\nwith the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments\nand/or our securities for services they would render to us after the completion of the business combination. The personal and financial\ninterests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary\nduties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial\nbusiness combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business\ncombination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business\ncombination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination\nas to whether any of our key personnel will remain with us will be made at the time of our initial business combination.\n\n \n\n64\n\n[Table of Contents](#TableOfContents)\n\n \n\n**We\nmay have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business\ncombination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.**\n\n \n\nWhen\nevaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the\ntarget business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities\nof the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities\nwe suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company,\nthe operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose\nto remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are\nunlikely to have a remedy for such reduction in value.\n\n \n\nThe\nofficers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of a\nbusiness combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.\nThe role of an acquisition candidates’ key personnel upon the completion of our initial business combination cannot be ascertained\nat this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated\nwith the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition\ncandidate will not wish to remain in place.\n\n \n\n**Our\nofficers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to\nhow much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial\nbusiness combination.**\n\n \n\nOur\nofficers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest\nin allocating their time between our operations and our search for a business combination and their other businesses. We do not intend\nto have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several\nother business endeavors for which he or she may be entitled to substantial compensation and our officers are not obligated to contribute\nany specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities.\nIf our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs\nin excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact\non our ability to complete our initial business combination.\n\n \n\n**Members\nof our management team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental\ninvestigations unrelated to our business.**\n\n* *\n\nMembers\nof our management team have been involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and\npublic awareness. As a result of such involvement, members of our management team and companies affiliated thereof have been, and may\nfrom time to time be, involved in legal proceedings or governmental investigations unrelated to our business. Any such proceedings or\ninvestigations may be detrimental to our or their reputation or result in other negative consequences or damages, which could negatively\naffect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities.\n\n \n\n**Our\nofficers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our\ninterests.**\n\n \n\nWe\nhave not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect\npecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or\nhave an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors\nor officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for\ntheir own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between\ntheir interests and ours.\n\n \n\n**Certain\nof our officers and directors or affiliates of our Sponsor are now, and all of them may in the future become, affiliated\nwith entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts\nof interest in allocating their time and determining to which entity a particular business opportunity should be presented.**\n\n \n\nFollowing\nthe completion of our IPO and until we consummate our initial business combination, we intend to engage in the business of identifying\nand combining with one or more businesses. Our sponsor and its affiliates and our officers and directors are, and may in the future become,\naffiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including other\nSPACs before we have entered into a definitive agreement regarding our initial business combination. Our officers and directors also\nmay become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain\nfiduciary or contractual duties.\n\n \n\n65\n\n[Table of Contents](#TableOfContents)\n\n \n\nIn\naddition, our management team and sponsor are, and/or may in the future become affiliated with other SPACs or other entities that may\nhave acquisition objectives that are similar to ours. Such entities may compete with us for acquisition opportunities. If such entity\ndecides to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to fiduciary duties under Cayman\nIslands law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to\npresent us with any opportunity for a potential business combination of which they become aware. Our management team and sponsor are\nalso not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection\nwith their initial business combinations, prior to us completing our initial business combination. Accordingly, they may have conflicts\nof interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved\nin our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated\nmemorandum and articles of association provides that to the fullest extent permitted by applicable law: (i) no individual serving\nas a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly\nor indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy\nin, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for\nto any director or officer on the one hand, and us, on the other.\n\n  \n\n**We\nmay engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated\nwith our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.**\n\n \n\nIn\nlight of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses\naffiliated with our sponsor, officers and directors. Our officers and directors also serve as officers and board members for other entities,\nincluding, without limitation, those described under “Management — Conflicts of Interest.” Such entities may compete\nwith us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities\nfor us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary\ndiscussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or\ntargeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity\nmet our criteria for a business combination and such transaction was approved by a majority of our disinterested directors. Despite our\nagreement to obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation\nopinions for the type of company we are seeking to acquire or an independent accounting firm, regarding the fairness to our company from\na financial point of view of a business combination with one or more domestic or international businesses affiliated with our officers,\ndirectors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination\nmay not be as advantageous to our public shareholders as they would be absent any conflicts of interest.\n\n \n\n**Since\nour sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict\nof interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.**\n\n \n\nOur\nsponsor currently owns approximately 27% of our issued and outstanding shares. The founder shares will be worthless if we do not\ncomplete an initial business combination. In addition, our sponsor purchased an aggregate of 240,848 private placement units, for a purchase\nprice of $2,408,480, or $10.00 per unit, that will also be worthless if we do not complete a business combination. Each private placement\nunit consists of one private placement share, one private placement right, granting the holder thereof the right to receive one-tenth\n(1/5) of an ordinary share upon the consummation of an initial business combination.\n\n \n\nThe\nfounder shares are identical to the ordinary shares included in the units being sold in our IPO except that (i) the founder shares are\nsubject to certain transfer restrictions and (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant\nto which they have agreed (A) to waive their redemption rights with respect to their founder shares, private placement shares and public\nshares in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to any\nfounder shares, private placement shares and public shares held by them in connection with a shareholder vote to approve an amendment\nto our amended and restated memorandum and articles of association (x) to modify the substance or timing of our obligation to provide\nfor the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if\nwe have not consummated our initial business combination within the timeframe set forth therein or (y) with respect to any other provision\nrelating to shareholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions\nfrom the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business\ncombination within the Prescribed Time Frame (although they will be entitled to liquidating distributions from the trust account with\nrespect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).\n\n \n\nThe\npersonal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business\ncombination, completing an initial business combination and influencing the operation of the business following the initial business\ncombination.\n\n \n\n66\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Since\nour sponsor, officers and directors may not be eligible to be reimbursed for their out-of-pocket expenses if our initial business combination\nis not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for\nour initial business combination.**\n\n \n\nAt\nthe closing of our initial business combination, our sponsor, officers and directors, or any of their respective affiliates, will be\nreimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses\nand performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses\nincurred in connection with activities on our behalf. These financial interests of our sponsor, officers and directors may influence\ntheir motivation in identifying and selecting a target business combination and completing an initial business combination.\n\n \n\n**We\nmay issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely\naffect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.**\n\n \n\nAlthough\nwe currently have no commitments to issue any notes or other debt securities, or to otherwise incur outstanding debt following our IPO,\nwe may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness\nunless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust\naccount. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless,\nthe incurrence of debt could have a variety of negative effects, including:\n\n  \n\n  \n● \ndefault\nand foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt\nobligations; \n\n  \n\n  \n● \nacceleration\nof our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants\nthat require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; \n\n  \n\n  \n● \nour\nimmediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; \n\n  \n\n  \n● \nour\ninability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such\nfinancing while the debt security is outstanding; \n\n  \n\n  \n● \nour\ninability to pay dividends on our ordinary shares; \n\n  \n\n  \n● \nusing\na substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends\non our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; \n\n  \n\n  \n● \nlimitations\non our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; \n\n  \n\n  \n● \nincreased\nvulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;\nand \n\n  \n\n  \n● \nlimitations\non our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution\nof our strategy and other purposes and other disadvantages compared to our competitors who have less debt. \n\n \n\n**We\nmay only be able to complete one business combination with the proceeds of our IPO and the sale of the private placement units, which\nwill cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification\nmay negatively impact our operations and profitability.**\n\n \n\nOf\nthe net proceeds from our IPO and the sale of the private placement units, $57,500,000 was initially available to complete our business\ncombination and pay related fees and expenses. That amount has been reduced by the redemption of Ordinary Shars in connection with the\nExtraordinary General Meeting. We may effectuate our initial business combination with a single target business or multiple target businesses\nsimultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more\nthan one target business because of various factors, including the existence of complex accounting issues and the requirement that we\nprepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target\nbusinesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity\nour lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify\nour operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources\nto complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects\nfor our success may be:\n\n  \n\n  \n● \nsolely\ndependent upon the performance of a single business, property or asset; or \n\n  \n\n  \n● \ndependent\nupon the development or market acceptance of a single or limited number of products, processes or services. \n\n \n\nThis\nlack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial\nadverse impact upon the particular industry in which we may operate subsequent to our initial business combination.\n\n \n\n67\n\n[Table of Contents](#TableOfContents)\n\n \n\n**We\nmay attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete\nour initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.**\n\n \n\nIf\nwe determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers\nto agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make\nit more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we\ncould also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence\ninvestigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations\nand services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks,\nit could negatively impact our profitability and results of operations.\n\n \n\n**Our\nmanagement may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance\nthat, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably\noperate such business.**\n\n \n\nWe\nmay structure a business combination so that the post-transaction company in which our public shareholders own shares will own less than\n100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction\ncompany owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in\nthe target sufficient for us not to be required to register as an investment company under the Investment Company Act. In the event that\nwe acquire assets, we would expect to acquire assets to constitute an operating business. We do not expect to consider any transaction\nthat does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders\nprior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations\nascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a\nsubstantial number of new ordinary shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire\na 100% interest in the target. However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders\nimmediately prior to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such\ntransaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining\na larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management\nwill not be able to maintain our control of the target business.\n\n \n\n**We\ndo not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete\na business combination with which a substantial majority of our shareholders do not agree.**\n\n \n\nOur\namended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that in\nno event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation\nof our initial business combination, unless we are otherwise exempt from the provisions of Rule 419 promulgated under the Securities\nAct (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement\nwhich may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial\nbusiness combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed\ntheir shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with\nour initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their\nshares to our sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required\nto pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant\nto the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business\ncombination or redeem any shares, all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead\nmay search for an alternate business combination.\n\n \n\n**Investors\nmay view our units as less attractive than those of other blank check companies.**\n\n \n\nUnlike\nother blank check companies that sell units comprised of shares and warrants each to purchase one full share in their initial public\nofferings, we are selling units comprised of ordinary shares and rights entitling the holder to receive one-fifth (1/5) of one ordinary\nshare. The rights will not have any voting rights and will expire and be worthless if we do not consummate an initial business combination.\nFurthermore, no fractional shares will be issued upon conversion of any rights. As a result, if you acquire less than five rights, you\nmay, in our discretion, not receive one whole share. Any rounding down and extinguishment may be done with or without any in lieu cash\npayment or other compensation being made to the holder of the relevant rights. Accordingly, investors in our company will not be issued\nthe same securities as part of their investment as they may have in other blank check company offerings, which may have the effect of\nlimiting the potential upside value of your investment in our company.\n\n \n\n68\n\n[Table of Contents](#TableOfContents)\n\n \n\n**In\norder to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their\ncharters and modified governing instruments. We cannot assure you that we will not seek to amend our Amended and Restated Memorandum\nand Articles of Association or governing instruments in a manner that will make it easier for us to complete our initial business combination\nthat our shareholders may not support.**\n\n \n\nIn\norder to effectuate a business combination, blank check companies have, in the past, amended various provisions of their charters and\nmodified governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption\nthresholds and extended the period of time in which it had to consummate a business combination. We cannot assure you that we will not\nseek to amend our Amended and Restated Memorandum and Articles of Association or governing instruments or extend the time in which we\nhave to consummate a business combination through amending our Amended and Restated Memorandum and Articles of Association, each of which\nwill require a special resolution of our shareholders as a matter of Cayman Islands law, meaning a resolution passed by holders of at\nleast two thirds of our ordinary shares who are eligible to vote and attend (in person or by proxy) at a general meeting of the company’s\nshareholders.\n\n \n\n**The\nprovisions of our Amended and Restated Memorandum and Articles of Association that relate to our pre-initial business combination activity\n(and corresponding provisions of the agreement governing the release of funds from our trust account), including an amendment to permit\nus to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation\nis substantially reduced or eliminated, may be amended with the approval of holders of at least two-thirds of our ordinary shares who\nattend and vote in a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier\nfor us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the\ncompletion of an initial business combination that some of our shareholders may not support.**\n\n \n\nSome\nother blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those\nwhich relate to a company’s pre-initial business combination activity, without approval by a certain percentage of the company’s\nshareholders. In those companies, amendment of these provisions requires approval by between 90% and 100% of the company’s public\nshareholders. Our amended and restated memorandum and articles of association provides that any of its provisions, including those related\nto pre-initial business combination activity (including the requirement to deposit proceeds of our IPO into the trust account and not\nrelease such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and\nin our amended and restated memorandum and articles of association or an amendment to permit us to withdraw funds from the trust account\nsuch that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated), may\nbe amended if approved by a special resolution passed by holders of at least two-thirds of our ordinary shares who attend and vote in\na general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended\nif approved by holders of 65% of our ordinary shares. We may not issue additional securities that can vote on amendments to our amended\nand restated memorandum and articles of association. Our sponsor, which beneficially owns approximately 27% of our ordinary shares, will\nparticipate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have\nthe discretion to vote in any manner it chooses. As a result, we may be able to amend the provisions of our amended and restated memorandum\nand articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and\nthis may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against\nus for any breach of our amended and restated memorandum and articles of association.\n\n \n\n**Certain\nagreements related to our IPO may be amended without shareholder approval.**\n\n \n\nCertain\nagreements, including the letter agreement among us and our sponsor, officers, and directors, the registration rights agreement among\nus and our sponsor and the administrative services agreement between us and our sponsor, may be amended without shareholder approval.\nThese agreements contain various provisions that our public shareholders might deem to be material. For example, the underwriting agreement\nrelated to our IPO contains a covenant that the target company that we acquire must have a fair market value equal to at least 80% of\nthe balance in the trust account at the time of signing the definitive agreement for the transaction with such target business (excluding\nthe income taxes payable on the interest earned on the trust account) so long as we maintain a listing for our securities on the NASDAQ.\nWhile we do not expect our board to approve any amendment to any of these agreements prior to our initial business combination, it may\nbe possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments\nto any such agreement in connection with the consummation of our initial business combination. Any such amendment may have an adverse\neffect on the value of an investment in our securities.\n\n \n\n69\n\n[Table of Contents](#TableOfContents)\n\n \n\n**We\nmay be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target\nbusiness, which could compel us to restructure or abandon a particular business combination.**\n\n \n\nAlthough\nwe believe that the net proceeds of our IPO and the sale of the private placement units will be sufficient to allow us to complete our\ninitial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements\nfor any particular transaction. However, we intend to acquire one or more businesses with a total enterprise value of between $200,000,000\nand $400,000,000 which represents enterprise values that are greater than the net proceeds of our IPO and the sale of the private placement\nunits. If the net proceeds of our IPO and the sale of the private placement units prove to be insufficient, either because of the size\nof our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem\nfor cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or\nthe terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek\nadditional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable\nterms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,\nwe would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target\nbusiness candidate. In addition, even if we do not need additional financing to complete our initial business combination, we may require\nsuch financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material\nadverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders are required\nto provide any financing to us in connection with or after our initial business combination. If we are unable to complete our initial\nbusiness combination, our public shareholders may only receive approximately $10.00 per share on the liquidation of our trust account\nand our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the\nredemption of their shares.\n\n \n\n**Our\nsponsor paid an aggregate of $25,000, or approximately $0.02 per founder share, and, accordingly, you will experience immediate and substantial\ndilution upon the consummation of our initial business combination.**\n\n \n\nWe\noffered our units at an offering price of $10.00 per unit and the amount in our trust account was anticipated to be $10.00 per public\nshare, implying an initial value of $10.00 per public share. However, prior to our IPO, our sponsor paid a nominal aggregate purchase\nprice of $25,000 for the founder shares, or approximately $0.02 per share. As a result, the value of your public shares may be significantly\ndiluted upon the consummation of our initial business combination, when the founder shares are converted into public shares.\n\n  \n\n **The\nvalue of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal\nprice paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.**\n\n \n\nUpon\nthe closing of the IPO, our sponsor invested in us an aggregate of $2,433,480, comprised of the $25,000 purchase price for the founder\nshares and the $2,408,480 purchase price for the private placement units. Assuming a trading price of $10.00 per share upon consummation\nof our initial business combination, the 1,437,500 founder shares would have an aggregate implied value of $14,375,000. As a result,\neven if the trading price of our ordinary share significantly declines, the value of the founder shares held by our sponsor will be significantly\ngreater than the amount our sponsor paid to purchase such shares. Therefore, our sponsor is likely to be able to make a substantial profit\non its investment in us at a time when our public shares have lost significant value. Accordingly, members of our management team\nwho owns interests in our sponsor may have an economic incentive that differs from that of the public shareholders to pursue and consummate\nan initial business combination rather than to liquidate and to return all of the cash in the trust to the public shareholders, even\nif that business combination were with a riskier or less-established target business. For the foregoing reasons, you should consider\nour management team’s financial incentive to complete an initial business combination when evaluating whether to redeem your shares\nprior to or in connection with the initial business combination\n\n \n\n**Our\nrights agreement with our transfer agent will designate the courts of the State of New York or the United States District Court for the\nSouthern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders\nof our rights, which could limit the ability of rights holders to obtain a favorable judicial forum for disputes with our company.**\n\n \n\nOur\nrights agreement with our transfer agent, which govern the terms of the rights, provides that, subject to applicable law, (i) any action,\nproceeding or claim against us or the rights agent arising out of or relating in any way to the rights agreement shall be brought and\nenforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that\nwe and the rights agent irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action,\nproceeding or claim. These provisions therefore require holders of our rights to submit to the jurisdiction of the courts of New York,\nNew York. We and the rights agent and investors have therefore waived any objection to such exclusive jurisdiction and that such courts\nrepresent an inconvenient forum.\n\n \n\nNotwithstanding\nthe foregoing, this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange\nAct, any other claim for which the federal courts have exclusive jurisdiction or any complaint asserting a cause of action arising under\nthe Securities Act against us or any of our directors, officers, other employees or agents. Section 27 of the Exchange Act creates\nexclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations\nthereunder. In addition, the Company cannot waive compliance with the federal securities laws and the rules and regulations thereunder.\n\n \n\n70\n\n[Table of Contents](#TableOfContents)\n\n \n\nNotwithstanding\nthe foregoing limitations on venue, such provisions are not applicable with respect to claims under the United States’ Securities\nAct or Exchange Act. With respect to other types of claims these choice-of-forum provisions may limit a right’s holder’s\nability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits.\nAlternatively, if a court were to find this provision of our rights agreement inapplicable or unenforceable with respect to one or more\nof the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions,\nwhich could materially and adversely affect our business, financial condition and results of operations and result in a diversion of\nthe time and resources of our management and board of directors.\n\n \n\n**We\nmay amend the terms of the rights in a manner that may be adverse to holders of public rights with the approval by the holders of a majority\nof the then issued and outstanding rights.**\n\n \n\nOur\nrights will be issued in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent,\nand us. The rights agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity\nor correct any defective provision, but requires the approval by the holders of a majority of the then issued and outstanding rights\n(including private rights) to make any change that adversely affects the interests of the registered holders of rights. Accordingly,\nwe may amend the terms of the rights in a manner adverse to a holder if holders of a majority of the then issued and outstanding rights\n(including private rights) approve of such amendment.\n\n \n\n**Our\nrights and founder shares may have an adverse effect on the market price of our ordinary shares and make it more difficult to effectuate\nour initial business combination.**\n\n \n\nWe\nhave issued public rights that will result in the issuance of up to 1,150,000 ordinary shares as part of the units offered by us in our\ninitial public offering. The potential for the issuance of a substantial number of additional shares upon conversion of the rights could\nmake us a less attractive acquisition vehicle in the eyes of a target business. Such securities, when converted, will increase the number\nof issued and outstanding ordinary shares and reduce the value of the shares issued to complete the business combination. Accordingly,\nour rights may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. Additionally,\nthe sale, or even the possibility of sale, of the ordinary shares underlying the rights could have an adverse effect on the market price\nfor our securities or on our ability to obtain future financing. If and to the extent these rights are exercised, you may experience\ndilution to your holdings.\n\n \n\n**Because\nwe must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous\ninitial business combination with some prospective target businesses.**\n\n \n\nThe\nfederal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance\ntests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement\ndisclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial\nstatements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United\nStates of America, or U.S. GAAP, or international financing reporting standards as issued by the International Accounting Standards Board,\nor IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the\nstandards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit\nthe pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to\ndisclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time\nframe.\n\n \n\n**We\nare an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure\nrequirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more\ndifficult to compare our performance with other public companies.**\n\n \n\nWe\nare an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage\nof certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth\ncompanies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404\nof the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,\nand exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any\ngolden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may\ndeem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status\nearlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before\nthat time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether\ninvestors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less\nattractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would\nbe, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.\n\n \n\n71\n\n[Table of Contents](#TableOfContents)\n\n \n\nFurther,\nSection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial\naccounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective\nor do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting\nstandards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements\nthat apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such\nextended transition period which means that when a standard is issued or revised and it has different application dates for public or\nprivate companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new\nor revised standard. This may make a comparison of our financial statements with another public company which is neither an emerging\ngrowth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because\nof the potential differences in accountant standards used.\n\n \n\nAdditionally,\nwe are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting\ncompanies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years\nof audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the\naggregate worldwide market value of our Class A ordinary shares held by non-affiliates equaled or exceeded $250.0 million\nas of the end of the prior June 30th, and (2) our annual revenues equaled or exceeded $100.0 million during\nsuch completed fiscal year or the aggregate worldwide market value of our Class A ordinary shares held by non-affiliates equaled\nor exceeded $700.0 million as of end of our prior second fiscal quarter.\n\n \n\n**Cyber\nincidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.**\n\n \n\nWe\ndepend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of\nthird parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,\nor the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary\ninformation and sensitive or confidential data. As an early-stage company without significant investments in data security protection,\nwe may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against or\nto investigate and remediate any vulnerability to cyber incidents. It is possible that any of these occurrences, or a combination of\nthem, could have adverse consequences on our business and lead to financial loss.\n\n \n\n**Compliance\nobligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial\nfinancial and management resources, and increase the time and costs of completing an acquisition.**\n\n \n\nSection 404\nof the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on\nForm 10-K for the year ending March 31, 2026. Only in the event we are deemed to be a large accelerated filer or an accelerated\nfiler will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control\nover financial reporting. Further, as long as we remain an emerging growth company, we will not be required to comply with the independent\nregistered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank\ncheck company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public\ncompanies because a target company with which we seek to complete our initial business combination may not be in compliance with the\nprovisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such\nentity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.\n\n \n\n**Because\nwe are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to\nprotect your rights through the U.S. Federal courts may be limited.**\n\n \n\nWe\nare an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service\nof process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against\nour directors or officers.\n\n \n\nOur\ncorporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act (as the same may\nbe supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against\nthe directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are\nto a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively\nlimited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive\nauthority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of\nour directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions\nin the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and\ncertain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman\nIslands companies may not have standing to initiate a shareholders’ derivative action in a Federal court of the United States.\n\n \n\n72\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe\nhave been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce\nagainst us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of\nthe United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated\nupon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed\nby those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of\njudgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign\ncourt of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes\nupon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign\njudgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction\n(the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court\nis a court of competent jurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment\nin respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which\nis, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to\nbe contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.\n\n \n\nAs\na result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken\nby management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a United States\ncompany.\n\n \n\n**Provisions\nin our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors\nmight be willing to pay in the future for our ordinary shares and could entrench management.**\n\n \n\nOur\namended and restated memorandum and articles of association contains provisions that may discourage unsolicited takeover proposals that\nshareholders may consider to be in their best interests. These provisions may make more difficult the removal of management and may discourage\ntransactions that otherwise could involve payment of a premium over prevailing market prices for our securities.\n\n \n\n**After\nour initial business combination, it is possible that a majority of our directors and officers will live outside the United States and\nall of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws\nor their other legal rights.**\n\n \n\nIt\nis possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States\nand all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible,\nfor investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers\nor to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers\nunder United States laws. In particular, investors should be aware that there is uncertainty as to whether the courts of the Cayman\nIslands or any other applicable jurisdictions would recognize and enforce judgments of U.S. courts obtained against us or our directors\nor officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States\nor entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courts against us or our directors\nor officers predicated upon the securities laws of the United States or any state in the United States.\n\n \n\n**Economic\nsubstance legislation of the Cayman Islands may adversely impact us or our operations.**\n\n \n\nThe\nCayman Islands, together with several other non-European Union jurisdictions, have introduced legislation aimed at addressing concerns\nraised by the Organization for Economic Co-operation and Development’s (OECD) Base Erosion and Profit Shifting (BEPS) initiative\nas to offshore structures engaged in certain activities which attract profits without real economic activity. The International Tax Co-operation\n(Economic Substance) Act, (As Revised) (the “Economic Substance Act”) contains economic substance requirements for in-scope\nCayman Islands entities which are engaged in certain “relevant activities”. As we are a Cayman Islands company, our compliance\nobligations will include filing an annual notification, which needs to state whether we are carrying out any relevant activities and\nif so, whether we have satisfied economic substance tests to the extent required under the Economic Substance Act. If the Cayman Islands\nTax Information Authority determines that the Company or any of its Cayman Islands subsidiaries has failed to meet the requirements imposed\nby the Economic Substance Act, the Company may face significant financial penalties, restrictions on the regulation of its business activities\nand/or may be struck off as a registered entity in the Cayman Islands.\n\n \n\nAs\nit is still a relatively new regime, it is anticipated that the Economic Substance Act and associated guidance will evolve and may be\nsubject to further clarification and amendments. We may need to allocate additional resources to keep updated with these developments,\nand may have to make changes to our operations in order to comply with all requirements under the Economic Substance Act. Failure to\nsatisfy these requirements may subject us to penalties under the Economic Substance Act.\n\n \n\n73\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Risks\nAssociated with Acquiring and Operating a Business Outside of the United States**\n\n \n\n**If\nwe effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional\nrisks that may negatively impact our operations.**\n\n \n\nIf\nwe effect our initial business combination with a company located outside of the United States (excluding any business combination with\nan entity or business based in the People’s Republic of China, including Hong Kong and Macau), or that has its principal or a majority\nof its business operations in such jurisdictions we would be subject to any special considerations or risks associated with companies\noperating in the target business’ home jurisdiction, including any of the following:\n\n  \n\n  \n● \nrules\nand regulations or currency redemption or corporate withholding taxes on individuals; \n\n  \n\n  \n● \nlaws\ngoverning the manner in which future business combinations may be effected; \n\n  \n\n  \n● \ntariffs\nand trade barriers; \n\n  \n\n  \n● \nregulations\nrelated to customs and import/export matters; \n\n  \n\n  \n● \nlonger\npayment cycles; \n\n  \n\n  \n● \ntax\nissues, such as tax law changes and variations in tax laws as compared to the United States; \n\n  \n\n  \n● \ncurrency\nfluctuations and exchange controls; \n\n  \n\n  \n● \nrates\nof inflation; \n\n  \n\n  \n● \nchallenges\nin collecting accounts receivable; \n\n  \n\n  \n● \ncultural\nand language differences; \n\n  \n\n  \n● \nemployment\nregulations; \n\n  \n\n  \n● \ncrime,\nstrikes, riots, civil disturbances, terrorist attacks and wars; and \n\n  \n\n  \n● \ndeterioration\nof political relations with the United States which could result in any number of difficulties, both normal course such as above\nor extraordinary such as sanctions being imposed. We may not be able to adequately address these additional risks. If we were unable\nto do so, our operations might suffer. \n\n \n\n**If\nour management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time\nand resources becoming familiar with such laws, which could lead to various regulatory issues.**\n\n \n\nFollowing\nour initial business combination, any or all of our management could resign from their positions as officers of the Company, and the\nmanagement of the target business at the time of the business combination will remain in place. Management of the target business may\nnot be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have\nto expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory\nissues which may adversely affect our operations.\n\n \n\n**If\nwe effect a business combination with a company located outside of the United States, the laws applicable to such company will likely\ngovern all of our material agreements and we may not be able to enforce our legal rights.**\n\n \n\nIf\nwe effect a business combination with a company located outside of the United States, the laws of the country in which such company operates\nwill govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able\nto enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement\nof existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability\nto enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities\nor capital. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets\nwould be located outside of the United States and some of our officers and directors might reside outside of the United States. As a\nresult, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our\ndirectors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our\ndirectors and officers under Federal securities laws.\n\n \n\n74\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Because\nof the costs and difficulties inherent in managing cross-border business operations after we acquire it, our results of operations may\nbe negatively impacted following a business combination.**\n\n \n\nManaging\na business, operations, personnel or assets in another country is challenging and costly. Management of the target business that we may\nhire (whether based abroad or in the U.S.) may be inexperienced in cross-border business practices and unaware of significant differences\nin accounting rules, legal regimes and labor practices. Even with a seasoned and experienced management team, the costs and difficulties\ninherent in managing cross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic\nbusiness) and may negatively impact our financial and operational performance.\n\n \n\n**Many\ncountries, and especially those in emerging markets, have difficult and unpredictable legal systems and underdeveloped laws and regulations\nthat are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.**\n\n \n\nOur\nability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend\nourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact\nour operations, assets or financial condition. Rules and regulations in many countries, including some of the emerging markets within\nthe regions we will initially focus, are often ambiguous or open to differing interpretation by responsible individuals and agencies\nat the municipal, state, regional and federal levels. The attitudes and actions of such individuals and agencies are often difficult\nto predict and inconsistent. Delay with respect to the enforcement of particular rules and regulations, including those relating\nto customs, tax, environmental and labor, could cause serious disruption to operations abroad and negatively impact our results.\n\n \n\n**After\nour initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue\nmay be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant\nextent, to the economic, political and legal policies, developments and conditions in the country in which we operate.**\n\n \n\nThe\neconomic, political and social conditions, as well as government policies, of the country in which our operations are located could affect\nour business. The economies in developing markets we will initially focus on differ from the economies of most developed countries in\nmany respects. Such economic growth has been uneven, both geographically and among various sectors of the economy and such growth may\nnot be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected,\nthere may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially\nand adversely affect our ability to find an attractive target business with which to consummate our initial business combination and\nif we effect our initial business combination, the ability of that target business to become profitable.\n\n \n\n**Exchange\nrate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.**\n\n \n\nIn\nthe event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, the dollar equivalent\nof our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value\nof the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.\nAny change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business\nor, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a\ncurrency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target\nbusiness as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.\n\n \n\nBecause\nour business objective includes the possibility of acquiring one or more operating businesses with primary operations in emerging markets\nwe will focus on, changes in the exchange rate between the U.S. dollar and the currency of any relevant jurisdiction may affect our ability\nto achieve such objective. For instance, the exchange rates between the Turkish lira or the Indian rupee and the U.S. dollar has changed\nsubstantially in the last two decades and may fluctuate substantially in the future. If the U.S. dollar declines in value against the\nrelevant currency, any business combination will be more expensive and therefore more difficult to complete. Furthermore, we may incur\ncosts in connection with conversions between U.S. dollars and the relevant currency, which may make it more difficult to consummate a\nbusiness combination.\n\n \n\n75\n\n[Table of Contents](#TableOfContents)\n\n \n\n**If\nrelations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and\nservices to become less attractive.**\n\n \n\nThe\nrelationship between the United States and foreign governments could be subject to sudden fluctuation and periodic tension. For instance,\nthe United States may announce its intention to impose tariffs or quotas on certain imports. Such decisions may adversely affect political\nrelations between the two countries and result in retaliatory countermeasures by the foreign government in industries that may affect\nour ultimate target business. Changes in political conditions in foreign countries and changes in the state of U.S. relations with such\ncountries are difficult to predict and could adversely affect our operations or cause potential target businesses or their goods and\nservices to become less attractive. Because we are not limited to any specific industry, there is no basis for investors to evaluate\nthe possible extent of any impact on our ultimate operations if relations are strained between the United States and a foreign country\nin which we acquire a target business or move our principal manufacturing or service operations.\n\n \n\n**Because\nforeign law could govern almost all of our material agreements, we may not be able to enforce our rights within such jurisdiction or\nelsewhere, which could result in a significant loss of business, business opportunities or capital.**\n\n \n\nForeign\nlaw could govern almost all of our material agreements. The target business may not be able to enforce any of its material agreements\nor that remedies will be available outside of such a foreign jurisdiction’s legal system. The system of laws and the enforcement\nof existing laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United States.\nJudiciaries in such jurisdiction may also be relatively inexperienced in enforcing corporate and commercial law, leading to a higher\nthan usual degree of uncertainty as to the outcome of any litigation. As a result, the inability to enforce or obtain a remedy under\nany of our future agreements could result in a significant loss of business and business opportunities.\n\n \n\n**Many\nof the economies in Asia are experiencing substantial inflationary pressures which may prompt the governments to take action to control\nthe growth of the economy and inflation that could lead to a significant decrease in our profitability following our initial business\ncombination.**\n\n \n\nThere\nis no restriction in the geographic location of targets that we can pursue, although we intend to initially focus on target businesses\nin Asia. In the event that our target business is in Asia, while many of the economies in Asia have experienced rapid growth over the\nlast two decades, they currently are experiencing inflationary pressures. As governments take steps to address the current inflationary\npressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on\ncurrency conversions and foreign investment. There also may be imposition of price controls. If prices for the products of our ultimate\ntarget business rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect\non our profitability. If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing\nof economic growth. Because we are not limited to any specific industry, the ultimate industry that we operate in may be affected more\nseverely by such a slowing of economic growth.\n\n \n\n**Many\nindustries in Asia are subject to government regulations that limit or prohibit foreign investments in such industries, which may limit\nthe potential number of acquisition candidates.**\n\n \n\nGovernments\nin many Asian countries have imposed regulations that limit foreign investors’ equity ownership or prohibit foreign investments\naltogether in companies that operate in certain industries. As a result, the number of potential acquisition candidates available to\nus may be limited or our ability to grow and sustain the business, which we ultimately acquire will be limited.\n\n \n\n**If\na country enacts regulations in industry segments that forbid or restrict foreign investment, our ability to consummate our initial business\ncombination could be severely impaired.**\n\n \n\nMany\nof the rules and regulations that companies face concerning foreign ownership are not explicitly communicated. If new laws or regulations\nforbid or limit foreign investment in industries in which we want to complete our initial business combination, they could severely impair\nour candidate pool of potential target businesses. Additionally, if the relevant central and local authorities find us or the target\nbusiness with which we ultimately complete our initial business combination to be in violation of any existing or future laws or regulations,\nthey would have broad discretion in dealing with such a violation, including, without limitation:\n\n  \n\n  \n● \nlevying\nfines; \n\n  \n  \n  \n\n  \n● \nrevoking\nour business and other licenses; \n\n  \n  \n  \n\n  \n● \nrequiring\nthat we restructure our ownership or operations; and \n\n  \n\n  \n● \nrequiring\nthat we discontinue any portion or all of our business. \n\n \n\nAny\nof the above could have an adverse effect on our company post-business combination and could materially reduce the value of your investment.\n\n \n\n76\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Corporate\ngovernance standards in foreign countries may not be as strict or developed as in the United States and such weakness may hide issues\nand operational practices that are detrimental to a target business.**\n\n \n\nGeneral\ncorporate governance standards in some countries are weak in that they do not prevent business practices that cause unfavorable related\nparty transactions, over-leveraging, improper accounting, family company interconnectivity and poor management. Local laws often do not\ngo far to prevent improper business practices. Therefore, shareholders may not be treated impartially and equally as a result of poor\nmanagement practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall company,\nand cronyism. The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation and weakness\nthat may precipitate or encourage financial crisis. In our evaluation of a business combination we will have to evaluate the corporate\ngovernance of a target and the business environment, and in accordance with United States laws for reporting companies take steps to\nimplement practices that will cause compliance with all applicable rules and accounting practices. Notwithstanding these intended efforts,\nthere may be endemic practices and local laws that could add risk to an investment we ultimately make and that result in an adverse effect\non our operations and financial results.\n\n \n\nCompanies\nin foreign countries may be subject to accounting, auditing, regulatory and financial standards and requirements that differ, in some\ncases significantly, from those applicable to public companies in the United States, which may make it more difficult or complex to consummate\na business combination. In particular, the assets and profits appearing on the financial statements of a foreign company may not reflect\nits financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance\nwith U.S. GAAP and there may be substantially less publicly available information about companies in certain jurisdictions than there\nare about comparable United States companies. Moreover, foreign companies may not be subject to the same degree of regulation as are\nUnited States companies with respect to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements\nand the timely disclosure of information.\n\n \n\nLegal\nprinciples relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities\nand shareholders’ rights for foreign corporations may differ from those that may apply in the U.S., which may make the consummation\nof a business combination with a foreign company more difficult. We therefore may have more difficulty in achieving our business objective.\n\n \n\n**Because\na foreign judiciary may determine the scope and enforcement of almost all of our target business’ material agreements under the\nlaw of such foreign jurisdiction, we may be unable to enforce our rights inside and outside of such jurisdiction.**\n\n \n\nThe\nlaw of a foreign jurisdiction may govern almost all of our target business’ material agreements, some of which may be with governmental\nagencies in such jurisdiction. We cannot assure you that the target business or businesses will be able to enforce any of their material\nagreements or that remedies will be available outside of such jurisdiction. The inability to enforce or obtain a remedy under any of\nour future agreements may have a material adverse impact on our future operations.\n\n \n\n**A\nslowdown in economic growth in the markets that our business target operates in may adversely affect our business, financial condition,\nresults of operations, the value of its equity shares and the trading price of our shares following our business combination.**\n\n \n\nFollowing\nthe business combination, our results of operations and financial condition may depend on, and may be adversely affected by, conditions\nin financial markets in the global economy, and, particularly in the markets where the business operates. The specific economy could\nbe adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies,\nbusiness corruption, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, inflation,\ncommodity and energy prices and various other factors which may adversely affect our business, financial condition, results of operations,\nvalue of our equity shares and the trading price of our shares following the business combination.\n\n \n\n**Recent\nincreases in inflation in the United States and elsewhere could make it more difficult for us to complete our initial business\ncombination.**\n\n* *\n\nRecent\nincreases in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities,\nincluding ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to\ncomplete our initial business combination.\n\n \n\n**Regional\nhostilities, terrorist attacks, communal disturbances, civil unrest and other acts of violence or war may result in a loss of investor\nconfidence and a decline in the value of our equity shares and trading price of our shares following our business combination.**\n\n \n\nTerrorist\nattacks, civil unrest and other acts of violence or war may negatively affect the markets in which we may operates our business following\nour business combination and also adversely affect the worldwide financial markets. In addition, the countries we will focus on, have\nfrom time to time experienced instances of civil unrest and hostilities among or between neighboring countries. Any such hostilities\nand tensions may result in investor concern about stability in the region, which may adversely affect the value of our equity shares\nand the trading price of our shares following our business combination. Events of this nature in the future, as well as social and civil\nunrest, could influence the economy in which our business target operates, and could have an adverse effect on our business, including\nthe value of equity shares and the trading price of our shares following our business combination.\n\n \n\n77\n\n[Table of Contents](#TableOfContents)\n\n \n\n**The\noccurrence of natural disasters may adversely affect our business, financial condition and results of operations following our business\ncombination.**\n\n \n\nThe\noccurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect\nour business, financial condition or results of operations following our business combination. The potential impact of a natural disaster\non our results of operations and financial position is speculative, and would depend on numerous factors. The extent and severity of\nthese natural disasters determines their effect on a given economy. Although the long-term effect of diseases such as the H5N1 “avian\nflu,” or H1N1, the swine flu, cannot currently be predicted, previous occurrences of avian flu and swine flu had an adverse effect\non the economies of those countries in which they were most prevalent. An outbreak of a communicable disease in our market could adversely\naffect our business, financial condition and results of operations following our business combination. We cannot assure you that natural\ndisasters will not occur in the future or that its business, financial condition and results of operations will not be adversely affected.\n\n \n\n**If\nany dividend is declared in the future and paid in a foreign currency, you may be disproportionately taxed on what you actually receive.**\n\n \n\nIf\nyou are a U.S. holder of our Ordinary Shares, you will be taxed on the U.S. dollar value of your dividends, if any, at the time you receive\nthem, even if you actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically,\nif a dividend is declared and paid in a foreign currency, the amount of the dividend distribution that you must include in your income\nas a U.S. holder will be the U.S. dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign\ncurrency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is\nin fact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert the currency into\nU.S. dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.\n\n \n\n**Any\ndowngrade of credit ratings of the country in which the company we acquire does business may adversely affect our ability to raise debt\nfinancing following our business combination.**\n\n \n\nNo\nassurance can be given that any rating organization will not downgrade the credit ratings of the sovereign long-term debt of the country\nin which our business target operates, which reflect an assessment of the overall financial capacity of the government of such country\nto pay its obligations and its ability to meet its financial commitments as they become due. Any downgrade could cause interest rates\nand borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our future variable rate\ndebt and our ability to access the debt markets on favorable terms in the future. This could have an adverse effect on our financial\ncondition following our business combination.\n\n \n\n**Returns\non investment in foreign companies may be decreased by withholding and other taxes.**\n\n \n\nOur\ninvestments will incur tax risk unique to investment in developing economies. Income that might otherwise not be subject to withholding\nof local income tax under normal international conventions may be subject to withholding of income tax in a developing economy. Additionally,\nproof of payment of withholding taxes may be required as part of the remittance procedure. Any withholding taxes paid by us on income\nfrom our investments in such country may or may not be creditable on our income tax returns. We intend to seek to minimize any withholding\ntax or local tax otherwise imposed. However, there is no assurance that the foreign tax authorities will recognize application of such\ntreaties to achieve a minimization of such tax. We may also elect to create foreign subsidiaries to effect the business combinations\nto attempt to limit the potential tax consequences of a business combination.\n\n \n\n78\n\n[Table of Contents](#TableOfContents)"}