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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the year ended December 31, 2023

 Commission
File Number 001-41584

 (Exact
name of registrant as specified in its charter)

 Cayman
 Islands

 N/A

 (State
 or Other Jurisdiction

 of Incorporation)

 (I.R.S.
 Employer

 Identification No.)

 5 th Avenue,
 Suite

 New
 York, NY 10110

 N/A

 (Address
 of principal executive offices)

 (zip
 code)

 (347) 627-0058

 (Issuer's
Telephone Number, Including Area Code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class

 Trading
 Symbols

 Name
 of Each Exchange on Which Registered

 Units,
 each consisting of one ordinary share, one redeemable warrant and one right

 ATMCU

 The
 Nasdaq Stock Market LLC

 Ordinary
 Shares, par value $0.0001 per share

 ATMC

 The
 Nasdaq Stock Market LLC

 Warrants,
 each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share

 ATMCW

 The
 Nasdaq Stock Market LLC

 Rights,
 each right entitling the holder thereof to one-tenth of one ordinary share

 ATMCR

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirement for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the Registrant's ordinary shares outstanding, other than shares held by persons who may be deemed affiliates
of the Registrant, as of the last day of the Registrant's most recently completed second fiscal quarter was $ 75,869,496.

 As
of April 15, 2024, there were 6,873,426 ordinary shares, par value $0.0001 issued and outstanding.

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
annual report, including, without limitation, statements under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. These forward-looking statements can be identified by the use of forward-looking terminology, including
the words "believes," "estimates," "anticipates," "expects," "intends," "plans,"
"may," "will," "potential," "projects," "predicts," "continue,"
or "should," or, in each case, their negative or other variations or comparable terminology. There can be no assurance that
actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating
to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current
or historical facts. These statements are based on management's current expectations, but actual results may differ materially
due to various factors, including, but not limited to our:

 our
 ability to complete our Business Combination;

 our
 expectations around the performance of the prospective target business or businesses;

 our
 success in retaining or recruiting, or changes required in, our officers, key employees or directors following our Business Combination;

 our
 officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or
 in approving our Business Combination, as a result of which they would then receive expense reimbursements;

 our
 potential ability to obtain additional financing to complete our Business Combination;

 the
 ability of our officers and directors to generate a number of potential acquisition opportunities;

 our
 public securities' potential liquidity and trading;

 the
 lack of a market for our securities;

 the
 use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 the
 trust account not being subject to claims of third parties; or

 our
 financial performance following our Initial Public Offering (as defined below).

 The
forward-looking statements contained in this Form 10-K are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described in the section of this Form 10-K entitled "Risk
Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required
under applicable securities laws.

 By
their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that
our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ
materially from those made in or suggested by the forward-looking statements contained in this annual report. In addition, even if our
results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the
forward-looking statements contained in this annual report, those results or developments may not be indicative of results or developments
in subsequent periods.

 FORM

 TABLE
OF CONTENTS

 Item
 1.

 Business.

 Item
 1A.

 Risk Factors.

 Item
 1B.

 Unresolved Staff Comments.

 Item
 1C.

 Cybersecurity.

 Item
 2.

 Properties.

 Item
 3.

 Legal Proceedings.

 Item
 4.

 Mine Safety Disclosures.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item
 6.

 [Reserved].

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item
 8.

 Financial Statements and Supplementary Data.

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item
 9A.

 Controls and Procedures.

 Item
 9B.

 Other Information.

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item
 10.

 Directors, Executive Officers and Corporate Governance.

 Item
 11.

 Executive Compensation.

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item
 14.

 Principal Accounting Fees and Services.

 PART
 IV

 Item
 15.

 Exhibit and, Financial Statement Schedules.

 Item
 16.

 Form 10-K Summary.

 PART
I

 ITEM
1. BUSINESS

 In
this Annual Report on Form 10-K (the "Form 10-K"), references to the "Company" and to "we," "us,"
and "our" refer to AlphaTime Acquisition Corp.

 General

 AlphaTime
Acquisition Corp is a blank check company incorporated on September 15, 2021, as a Cayman Islands exempted company for the purpose of
effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses (a "Business Combination"). We may pursue an acquisition or a business combination with a target in any business
or industry that can benefit from the expertise and capabilities of our management team. Our efforts in identifying prospective target
businesses will not be limited to a particular geographic region, although we intend to primarily focus on businesses in Asia. We have
generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our Business
Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated
with early stage and emerging growth companies.

 On
September 28, 2021, our Sponsor acquired 1,437,500 founder shares for an aggregate purchase price of $25,000. On January 8, 2022, our
Sponsor acquired an additional 287,500 founder shares for no additional consideration, resulting in our Sponsor holding an aggregate
of 1,725,000 founder shares.

 As
of December 31, 2023, and for the period from September 15, 2021 (inception) through December 31, 2023, the Company had not yet commenced
any operations. All activity for the period from September 15, 2021 (inception) through December 31, 2023, relates to the Company's
formation and the initial public offering (the "Initial Public Offering" or "IPO") and identifying a target for
a Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial
Public Offering. The Company has selected December 31 as its fiscal year end.

 The
registration statement for the Company's Initial Public Offering was declared effective on December 30, 2022 (the "Registration
Statement"). On January 4, 2023 the Company consummated the Initial Public Offering of 6,000,000 units (the "Units"
and, with respect to the shares of ordinary shares included in the Units sold, the "Public Shares"), at $10.00 per Unit,
generating gross proceeds of $60,000,000. Unit consists of one ordinary share of the Company, par value $0.0001 per share (the "Ordinary
Shares"), one redeemable warrant (the 'Warrants") and one right (the "Rights"), with each Right entitling
the holder thereof to receive one-tenth of one Ordinary Share. Additionally, on January 6, 2023, the underwriters fully exercised the
over-allotment option and the closing of the issuance and sale of the additional Units occurred on January 9, 2023. The total aggregate
issuance by the Company of 900,000 Units at a price of $10.00 per Unit resulted in total gross proceeds of $9,000,000.

with the closing of the Initial Public Offering, the Company consummated the sale of private sale of 370,500 units (the "Private
Placement Units") to Alphamade Holding LP (the "Sponsor") at a purchase price of $10.00 per Private Placement Unit,
generating gross proceeds to the Company of $3,705,000. In connection with the underwriter's exercise of their over-allotment option,
on January 9, 2023, the Company consummated the private sale of an additional 38,700 Private Units, generating additional gross proceeds
of $387,000.

 In
addition, concurrent with the closing of the Initial Public Offering, our Sponsor also sold to Chardan Capital Markets, LLC 115,500 founder
shares at a purchase price of $2.00 per share for an aggregate purchase price of $231,000. In connection with the underwriter's
exercise of their over-allotment option, on January 9, 2023, our Sponsor sold an additional 17, 325 founder shares at a purchase price
of $2.00 per share for an aggregate purchase price of $34,650.

 Of
the proceeds the Company received from the Initial Public Offering and the sale of the Private Placement Units, $70,242,000 ($10.18 per
public share) was deposited into a U.S.-based trust account at U.S. Bank with Equiniti Trust Company, acting
as trustee, with approximately $1,725,000 being used to pay fees and expenses in connection with the closing of the Initial Public Offering,
including underwriting commissions, and an estimated $600,000 being available for working capital following the Initial Public Offering.
Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations,
the proceeds from the Initial Public Offering and the sale of the Private Placement Units that are deposited in the trust account will
not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the
redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated articles of
association (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 9 months from the closing of this
offering (or up to 18 months, if we extend the time to complete a business combination) or (ii) with respect to any other provision relating
to shareholders' rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable
to complete our business combination within 9 months from the closing of this offering (or up to 18 months, if we extend the time to
complete a business combination), subject to applicable law and/or additional extensions.

 On
September 27, 2023, the Company extended the time to complete its initial business combination from October 4, 2023 to January 4, 2024
by depositing an aggregate of $690,000 into the Trust Account. In connection with this extension, on September 26, 2023, the Company
also entered into a non-interest bearing promissory note with the Sponsor for $690,000, is payable on the earlier of January 4, 2025
or promptly after the completion of an initial business combination.

 At
an extraordinary general meeting of shareholders held on December 28, 2023 (the "Meeting"), the Company adopted the Company's
Third Amended and Restated Memorandum and Articles of Association (the "Third Amended and Restated Memorandum and Articles of Association")
reflecting the extension of the date by which the Company must consummate a business combination from January 4, 2024 (the "Termination
Date") up to ten (10) times, the first extension comprised of three months, and the subsequent nine (9) extensions comprised of
one month each (each an "Extension") up to January 4, 2025 (i.e., for a period of time ending up to 24 months after the consummation
of its Initial Public Offering for a total of twelve (12) months after the Termination Date (assuming a business combination has not
occurred). The Company also entered into an amendment (the "Trust Agreement Amendment") to the Investment Management Trust
Agreement, dated as of December 30, 2022, with Equiniti Trust Company, LLC (as amended, the "Trust Agreement"). Pursuant
to the Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination from the Termination
Date up to ten (10) times, with the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one
month each from the Termination Date, or extended date, as applicable, to January 4, 2025 by providing five days' advance notice
to the trustee prior to the applicable Termination Date, or extended date, and depositing into the Trust Account $55,000 for each monthly
extension (the "Extension Payment") until January 4, 2025 (assuming a business combination has not occurred) in exchange
for a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination.

 In
connection with the shareholders' vote at the Meeting, holders of 2,160,774 ordinary shares of the Company exercised their right
to redeem such shares (the "Redemption") for a pro rata portion of the funds held in the Trust Account. As a result, approximately
$23,302,146 (approximately $10.78 per share) was removed from the Trust Account to pay such holders and approximately $51,108,602 remains
in the Trust Account. Following the Redemption, the Company has 6,873,426 ordinary shares outstanding.

 In connection with this extension, on December 28, 2023, the
Company also entered into a non-interest bearing promissory note with the Sponsor for $660,000 which shall be payable on the earlier
of January 4, 2025 or promptly after the completion of an initial business combination. On January 4, 2024, the Company deposited $165,000 into the Trust Account to extend the deadline to complete the
business combination from January 4, 2024 to April 4, 2024. On April 4, 2024, the Company deposited $55,000 into the Trust Account to extend the deadline to complete the business
combination from April 4, 2024 to May 4, 2024.

 On
January 5, 2024, the Company entered into an Agreement and Plan of Merger (the " Merger Agreement ") by and among the
Company, HCYC Holding Company, a Cayman Islands exempted company (" PubCo "), ATMC Merger Sub 1 Limited, a Cayman Islands
exempted company and a wholly-owned subsidiary of PubCo (" Merger Sub 1 "), ATMC Merger Sub 2 Limited, a Cayman Islands
exempted company and a wholly-owned subsidiary of PubCo (" Merger Sub 2 "), and HCYC Merger Sub Limited, a Cayman Islands
exempted company and a wholly-owned subsidiary of PubCo (" Merger Sub 3 ", and together with PubCo, Merger Sub 1 and
Merger Sub 2, the " Acquisition Entities "), and HCYC Group Company Limited, Cayman Islands exempted company (" HCYC "
or the " Company ").

to the Merger Agreement, the parties thereto will enter into a business combination transaction (the " Business Combination ")
by which (i) the Company will merge with and into Merger Sub 1, with the Company surviving such merger; (ii) the Company will merge with
and into Merger Sub 2, with Merger Sub 2 surviving such merger; and (iii) HCYC will merge with and into Merger Sub 3, with HCYC surviving
such merger (collectively, the " Mergers "). The Merger Agreement and the Mergers were unanimously approved by the boards
of directors of each of the Company and HCYC.

 The
Business Combination is expected to be consummated after obtaining the required approval by the shareholders of the Company and HCYC
and the satisfaction of certain other customary closing conditions.

to the Merger Agreement, the Pre-Closing Company Shareholders (as defined in the Merger Agreement) are entitled to receive their Pro
Rata Portion (as defined in the Merger Agreement) of up to 1,500,000 PubCo Ordinary Shares in the manner described in the Merger Agreement.

 The
Merger Agreement contains certain covenants, including, among other things, providing for (i) the parties to conduct their respective
business in the ordinary course through the Closing; (ii) the parties to not initiate any negotiations or enter into any agreements for
certain transactions; (iii) the Company, PubCo and HCYC to jointly prepare and the Company and HCYC to jointly file a registration statement
(the " Registration Statement ") and take certain other actions to obtain the approval of the Mergers from the shareholders
of the Companyand (iv) the parties to use reasonable best efforts to consummate and implement the Mergers.

 Transaction
Financing

to the Merger Agreement, the parties intend to solicit, negotiate and enter into, and include covenants related to, the conduct by the
Company and HCYC to use their commercially reasonable efforts to enter into PIPE Investments (as defined in the Merger Agreement) of
at least $3,750,000.

 Concurrently
with the execution of the Merger Agreement, HCYC also entered into a support agreement (the " Shareholder Support Agreement ")
with a certain HCYC shareholder (the " Supporting Shareholder ") with respect to the shares of HCYC currently owned
by the Supporting Shareholder. The Shareholder Support Agreement provides that the Supporting Shareholder will appear at shareholders
meetings of HCYC and vote, consent or approve the Merger Agreement and the Mergers, whether at a shareholder meeting of HCYC or by written
consent. It further provides that the Supporting Shareholder will vote against (or act by written consent against) any alternative proposals
or actions that would impede, interfere with, delay, postpone or adversely affect the Merger or any of the Mergers.

 Concurrently
with the execution of the Merger Agreement, the Company entered into a support agreement (the " Sponsor Support Agreement ")
with certain holders (the " Founder Shareholders ") of the Company's ordinary shares (the "Founder Shares")
with respect to Founder Shares of currently owned by the Founder Shareholders. The Sponsor Support Agreement provides that the Founder
Shareholders will appear at shareholders meetings of the Company and vote, consent or approve the Merger Agreement and the Mergers, whether
at a shareholder meeting of the Company or by written consent. It further provides that the Founder Shareholders will vote against (or
act by written consent against) any alternative proposals or actions that would impede, interfere with, delay, postpone or adversely
affect the Merger or any of the Mergers.

 Since
our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. The outbreak of
the COVID-19 coronavirus has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide,
and potential target companies may defer or end discussions for a potential business combination with us whether or not COVID-19 affects
their business operations. The extent to which COVID-19 impacts our search for a business combination will depend on future developments,
which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and
the actions to contain COVID-19 or treat its impact, among others.

 Our
Management Team

 For
more information on the experience and background of our management team, see the section entitled "Management."

 Business
Strategy

 We
will seek to capitalize on the strength of our management team. Our team consists of experienced financial services, accounting, and
legal professionals, and senior operating executives of companies operating in multiple jurisdictions. Collectively, our officers and
directors have decades of experience in mergers and acquisitions and operating companies. We believe that their accomplishments, and
specifically, their current activities, will be critical in identifying attractive acquisition opportunities. In turn, the businesses
that we identify, will be able to benefit from accessing the U.S. capital markets and the expertise and network of our management team.
However, there is no assurance that we will complete a business combination. Our officers and directors have no prior experience consummating
a business combination for a "blank check" company.

 There
are no restrictions on the geographic location of targets we can pursue, although we intend to initially prioritize Asia. In particular,
we intend to focus our search for a Business Combination on private companies in Asia that have compelling economics and clear paths
to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S. public capital
markets. However, we will not consummate our Business Combination with an entity or business with China operations consolidated through
a VIE structure.

 As
an emerging market, Asia has experienced remarkable growth. Economies in Asia have experienced sustained expansion in recent years. We
believe that Asia is entering a new era of economic growth, which we expect will result in attractive Business Combination opportunities
for us. We believe that the growth will primarily be driven by private sector expansion, technological innovation, increasing consumption
by the middle class, structural economic and policy reforms and demographic changes in Asia.

 Acquisition
Criteria

 Our
management team intends to focus on creating shareholder value by leveraging its experience in the management, operation, and financing
of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions.
We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses.
While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines
should we see justification to do so.

 Strong
 Management Team that Can Create Significant Value for Target Business. We will seek to identify companies with strong and experienced
 management teams that will complement the operating and investment abilities of our management team. We believe that we can provide
 a platform for the existing management team to leverage the experience of our management team. We also believe that the operating
 expertise of our management team is well suited to complement many potential targets' management teams.

 Revenue
 and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue and
 earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction
 and synergistic follow-on acquisitions resulting in increased operating leverage.

 Potential
 for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong,
 stable, and increasing free cash flow, particularly businesses with predictable revenue streams and definable low working capital
 and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

 Benefit
 from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded and
 which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly
 traded company.

 These
criteria do not intend to be exhaustive. Any evaluation relating to the merits of a particular Business Combination may be based, to
the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our sponsor and management
team may deem relevant. In the event that we decide to enter into an Business Combination with a target business that does not meet the
above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications
related to our Business Combination, which, as discussed in our Registration Statement, would be in the form of proxy solicitation or
tender offer materials, as applicable, that we would file with the U.S. Securities and Exchange Commission, or the SEC.

 Business
Combination

 We
will have up to 9 months from the closing of our Initial Public Offering to consummate a Business Combination (or up to 18 months, if we extend the time to complete a business combination). On September 27, 2023, the Company extended the time to complete its initial business combination from October 4,
2023 to January 4, 2024 by depositing an aggregate of $690,000 into the Trust Account. In connection with this extension, on September
26, 2023, the Company also entered into a non-interest bearing promissory note with the Sponsor for $690,000, is payable on the earlier
of January 4, 2025 or promptly after the completion of an initial business combination. At an extraordinary general meeting of shareholders
held on December 28, 2023 (the "Meeting"), the Company adopted the Company's Third Amended and Restated Memorandum and
Articles of Association (the "Third Amended and Restated Memorandum and Articles of Association") reflecting the extension
of the date by which the Company must consummate a business combination from January 4, 2024 (the "Termination Date") up to
ten (10) times, the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each (each
an "Extension") up to January 4, 2025 (i.e., for a period of time ending up to 24 months after the consummation of its Initial
Public Offering for a total of twelve (12) months after the Termination Date (assuming a business combination has not occurred). The Company
also entered into an amendment (the "Trust Agreement Amendment") to the Investment Management Trust Agreement, dated as of
December 30, 2022, with Equiniti Trust Company, LLC (as amended, the "Trust Agreement"). Pursuant to the Trust Agreement Amendment,
the Company has extended the date by which it has to complete a business combination from the Termination Date up to ten (10) times, with
the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each from the Termination
Date, or extended date, as applicable, to January 4, 2025 by providing five days' advance notice to the trustee prior to the applicable
Termination Date, or extended date, and depositing into the Trust Account $55,000 for each monthly extension (the "Extension Payment")
until January 4, 2025 (assuming a business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory
note payable upon the consummation of a business combination. On April 4, 2024, the Company deposited $55,000 into the Trust Account to extend the deadline to complete the business
combination from April 4, 2024 to May 4, 2024. However, if we
anticipate that we may not be able to consummate our Business Combination within 18 months, we may, by resolution of our Board (the
"Board"), if requested by our sponsor, extend the period of time we will have to consummate a Business Combination up to
an additional eight (8) times, each by an additional one (1) month (for a total of up to 24 months from the closing of our Initial
Public Offering), provided that, pursuant to the terms of our Third Amended and Restated Memorandum and Articles of Association and
the Trust Agreement entered into between us and American Stock Transfer & Trust Company, in order for the time available for us
to consummate our Business Combination to be extended, our sponsor or their affiliates or designees, upon five days' advance
notice prior to the applicable deadline, must deposit into the trust account $55,000 for each extension, on or prior to the date of
the applicable deadline. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such
extension. In the event that our sponsor elects to extend the time to complete a business combination, pay the additional amounts
per each extension, and deposit the applicable amount of money into trust, the sponsor will receive a non-interest bearing,
unsecured promissory note equal to the amount of any such deposit and payment that will not be repaid in the event that we are
unable to close a business combination unless there are funds available outside the trust account to do so. In the event that we
receive notice from our sponsor five days prior to the applicable deadline of their intent to effect an extension, we intend to
issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to
issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our
sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our
Business Combination. To the extent that some, but not all, of our sponsor's affiliates or designees, decide to extend the
period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required. If we
are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10
business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust
account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to
us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of
claims of creditors which may take priority over the claims of our public shareholders. In the event of our dissolution and
liquidation, the private units will expire and be worthless.

 Our
Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80%
of the assets held in the trust account (excluding deferred underwriting commissions payable to our underwriters and taxes payable) at
the time of the agreement to enter into the Business Combination. If our board is not able to independently determine the fair market
value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of
the Financial Industry Regulatory Authority ("FINRA"), or an independent accounting firm with respect to the satisfaction
of such criteria. Our shareholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion.

 The
net proceeds of our Initial Public Offering and the sale of the private units released to us from the trust account upon the closing
of our Business Combination may be used as consideration to pay the sellers of a target business with which we complete our Business
Combination. If our Business Combination is paid for using equity or debt securities, or not all of the funds released from the trust
account are used for payment of the consideration in connection with our Business Combination or used for redemption of our public shares,
we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including
for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness
incurred in completing our Business Combination, to fund the purchase of other companies or for working capital.

 In
addition, we may be required to obtain additional financing in connection with the closing of our Business Combination to be used following
the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance
of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our Business Combination, including
pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of our Initial Public Offering.
Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our
Business Combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising
any additional funds through the sale of securities or otherwise. None of our founders is required to provide any financing to us in
connection with or after our Business Combination. We may also obtain financing prior to the closing of our Business Combination to fund
our working capital needs and transaction costs in connection with our search for and completion of our Business Combination. Our Third
Amended and Restated Memorandum and Articles of Association provides that, following our Initial Public Offering and prior to the consummation
of our Business Combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive
funds from the trust account or (ii) vote as a class with our public shares (a) on any Business Combination or (b) to approve an amendment
to our Third Amended and Restated Memorandum and Articles of Association to (x) extend the time we have to consummate a business combination
beyond 9 months from the closing of our Initial Public Offering (or up to 18 months, if we extend the time to complete a business combination
as described in our Registration Statement) or (y) amend the foregoing provisions, unless (in connection with any such amendment to our
Third Amended and Restated Memorandum and Articles of Association) we offer our public shareholders the opportunity to redeem their public
shares.

 Our
Acquisition Process

 We
will utilize the diligence, rigor, and expertise of our managements' respective platforms to evaluate potential targets'
strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our Business Combination.

 We
currently do not have any specific business combination under consideration. Our officers and directors have not individually selected
a target business. Our management team is continuously made aware of potential business opportunities, one or more of which we may desire
to pursue for a business combination, but we have not (nor has anyone on our behalf) had any substantive discussions, directly or indirectly,
with any business combination target with respect to a Business Combination with us.

 Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities including other special purpose acquisition company, or SPAC pursuant to which such officer or director is or will
be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business
combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he
or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our management team is
continuously made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination.

 Our
Third Amended and Restated Memorandum and Articles of Association provides that we renounce our interest in any corporate opportunity
offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be
reasonable for us to pursue.

 Our
officers may become an officer or director of any other special purpose acquisition company with a class of securities registered under
the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we enter into a definitive agreement regarding our
Business Combination or we have failed to complete our Business Combination within 9 months from the closing of our Initial Public Offering
(or up to 18 months, if we extend the time to complete a business combination as described in our Registration Statement).

 Competition

 In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from
other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged
buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess
greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our
available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore,
our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available
to us for our initial business combination and may not be viewed favorably by certain target businesses. This may place us at a competitive
disadvantage in successfully negotiating an initial business combination.

 Facilities

 We
currently maintain our executive offices at 500 Fifth Avenue, Suite 928, New York NY. The cost for our use of this space is included
in the $10,000 per month fee we will pay to our sponsor for office space, utilities and secretarial and administrative services. We consider
our current office space adequate for our current operations.

 Employees

 We
currently have two officers and do not intend to have any full-time employees prior to the completion of our initial business combination.
Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as
much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time
that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business
combination and the current stage of the business combination process.

 Periodic
Reporting and Financial Information

 Our
units, Ordinary Shares, warrants and rights are registered under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
reports will contain financial statements audited and reported on by our independent registered public auditors.

 We
will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials
or proxy solicitation materials sent to shareholders to assist them in assessing the target business. These financial statements may
be required to be prepared in accordance with, or be reconciled to, U.S. GAAP or IFRS, depending on the circumstances and the historical
financial statements may be required to be audited in accordance with PCAOB standards. These financial statement requirements may limit
the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time
for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within
the prescribed time frame. While this may limit the pool of potential business combination candidates, we do not believe that this limitation
will be material.

 We
will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2023 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

 We
filed a Registration Statement on Form 8-A with the SEC on December 29, 2022 to voluntarily register our securities under Section 12
of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current
intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation
of our initial business combination.

 We
are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.

 We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates
equals or exceeds $700,000,000 as of the prior June 30 th, and (2) the date on which we have issued more than $1.0 billion
in non- convertible debt during the prior three-year period.

 Additionally,
we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates equals or exceeds $250 million as of the end of that year's second fiscal quarter, and (2) our annual revenues
equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates
equals or exceeds $700,000,000 as of the end of that year's second fiscal quarter.

 Legal
Proceedings

 There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team
in their capacity as such.

 Risk
Factors Summary

 We
are a blank check company that has conducted no operations and has generated no revenues. Until we complete our initial business combination,
we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you
should take into account not only the background of our management team, but also the special risks we face as a blank check company.

 Since
we may initiate a business combination with target company operating in China, you may be subject to additional risk factors. These include
significant regulatory, liquidity, and enforcement risks. For example, we face risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance
notice. In addition, the Chinese government may intervene or influence our operations at any time or exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or
the value of our ordinary shares. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For a detailed description
of the risks relating to acquiring and operating a target business in China, see Please see "Risks Related to Our Possible Business
Combination in China" and "Risks Related to Acquiring and Operating a Business Outside of the United States" for more
information.

 You
should carefully consider these and the other risks set forth in the section entitled "Risk Factors" of this Form 10-K. Such
risks include, but are not limited to:

 Risks
Related to our Search for, Consummation of, or Inability to Consummate, a Business Combination

 Our
 public shareholders may not be afforded an opportunity to vote on our proposed business combination,
 which means we may complete our initial business combination even though a majority of our
 public shareholders do not support such a combination.

 If
 we seek shareholder approval of our initial business combination, our initial shareholders
 have agreed to vote their founder shares and private shares in favor of such initial business
 combination, regardless of how our public shareholders vote.

 Your
 only opportunity to affect the investment decision regarding a potential business combination
 will be limited to the exercise of your right to redeem your shares from us for cash, unless
 we seek shareholder approval of the business combination.

 The
 ability of our public shareholders to exercise redemption rights with respect to a large
 number of our shares may not allow us to complete the most desirable business combination
 or optimize our capital structure.

 Our
 search for a business combination, and any target business with which we ultimately consummate
 a business combination, may be materially adversely affected by the coronavirus (COVID-19)
 and the status of debt and equity markets, as well as protectionist legislation in our target
 markets.

 The
 requirement that we complete our initial business combination within 9 months from the closing
 of our IPO (or up to 18 months, if we extend the time to complete a business combination
 as described in this Form 10-K) may give potential target businesses leverage over us in
 negotiating a business combination and may decrease our ability to conduct due diligence
 on potential business combination targets as we approach our dissolution deadline.

 We
 may not be able to complete our initial business combination within the prescribed time frame,
 in which case we would cease all operations except for the purpose of winding up.

 You
 will not have any rights or interests in funds from the trust account, except under certain
 limited circumstances. To liquidate your investment, therefore, you may be forced to sell
 your public shares, warrants or rights, potentially at a loss.

 If
 we seek shareholder approval of our initial business combination and we do not conduct redemptions
 pursuant to the tender offer rules, and if you or a "group" of shareholders are
 deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem
 all such shares in excess of 15% of our ordinary shares.

 of our limited resources and the significant competition for business combination opportunities,
 it may be more difficult for us to complete our initial business combination and our warrants
 and rights will expire worthless.

 We
 are not registering the ordinary shares issuable upon exercise of the warrants under the
 Securities Act or any state securities laws at this time, and such registration may not be
 in place when an investor desires to exercise warrants.

 We
 may seek acquisition opportunities in industries or sectors which may or may not be outside
 of our management's area of expertise.

 we have identified general criteria and guidelines that we believe are important in evaluating
 prospective target businesses, we may enter into our initial business combination with a
 target that does not meet such criteria and guidelines.

 we are not limited to a particular industry, sector or any specific target businesses with
 which to pursue our initial business combination, you will be unable to ascertain the merits
 or risks of any particular target business's operations.

 Our
 ability to complete a business combination may be impacted by the fact that a majority of
 our officers and directors are located in or have significant ties to the People's
 Republic of China, including, Hong Kong, Taiwan and Macau. This may make us a less attractive
 partner to potential target companies outside the PRC, thereby limiting our pool of acquisition
 candidates and making it harder for us to complete an initial business combination with a
 non-China-based target company. For example, we may not be able to complete an initial business
 combination with a U.S. target company since such initial business combination may be subject
 to U.S. foreign investment regulations and review by a U.S. government entity, such as the
 Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

 Risks
Related to Our Securities

 We
 are not registering the ordinary shares issuable upon exercise of the warrants under the
 Securities Act or any state securities laws at this time, and such registration may not be
 in place when an investor desires to exercise warrants, thus precluding such investor from
 being able to exercise its warrants except on a cashless basis and potentially causing such
 warrants to expire worthless.

 We
 may issue additional ordinary shares or preferred shares to complete our initial business
 combination or under an employee incentive plan after completion of our initial business
 combination, which would dilute the interest of our shareholders and likely present other
 risks.

 The
 grant of registration rights to our founders may make it more difficult to complete our initial
 business combination, and the future exercise of such rights may adversely affect the market
 price of our ordinary shares.

 A
 provision of our warrant agreement may make it more difficult for use to consummate an initial

 Risks
Related to Our Management

 Our
 officers and directors may allocate their time to other businesses and may become officers
 or directors of any other special purpose acquisition companies, thereby causing conflicts
 of interest in their determination as to how much time to devote to our affairs and whether
 to present potential target to us instead of to our competitors. This conflict of interest
 could have a negative impact on our ability to complete our initial business combination.

 Our
 founders and their respective affiliates may have competitive pecuniary interests that conflict
 with our interests.

 We
 are an emerging growth company and a smaller reporting company within the meaning of the
 Securities Act, and if we take advantage of certain exemptions from disclosure requirements
 available to emerging growth companies and smaller reporting companies, this could make our
 securities less attractive to investors and may make it more difficult to compare our performance
 with other public companies.

 Risks
Related to Acquiring and Operating a Business Outside of the United States

 of the costs and difficulties inherent in managing cross-border business operations, our
 results of operations may be negatively impacted.

 Many
 countries have difficult and unpredictable legal systems and underdeveloped laws and regulations
 that are unclear and subject to corruption and inexperience, which may adversely impact our
 results of operations and financial condition.

 We
 may face additional and distinctive risks if we acquire a technology business.

 If
 we effect our initial business combination with a business located in PRC, the laws applicable to such business will likely govern
 all of our material agreements and we may not be able to enforce our legal rights.

 PRC
 regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries
 and Chinese subsidiaries' ability to change their registered capital or distribute profits to us or otherwise expose us or
 our PRC resident beneficial owners to liability and penalties under PRC laws.

 Certain
 existing or future U.S. laws and regulations may restrict or eliminate our ability to complete a business combination with certain
 companies, particularly those target companies in China.

 If
 any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S.

 If
 we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely
 govern all of our material agreements and we may not be able to enforce our legal rights.

 in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and
 could have a significant impact upon our ability to operate profitably in the PRC.

 The
 Chinese government may exert substantial interventions and influences over the manner in which our post-combination entity must conduct
 its business activities that we cannot expect when we enter into a definitive agreement with a target company with major operation
 in China. If the Chinese government establish some new policies, regulations, rules, or laws in the industries where our post-combination
 entity is in, our post-combination entity may subject to material change in its operations and the value of our ordinary shares.

 Chinese
 government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based
 issuers. Additional compliance procedures may be required in connection with our Initial Public Offering and our business combination
 process, and, if required, we cannot predict whether we will be able to obtain such approval. As a result, both you and us face uncertainty
 about future actions by the PRC government that could significantly affect our ability to offer or continue to offer securities to
 investors and cause the value of our securities to significantly decline or be worthless.

 In
 light of recent events indicating greater oversight by the Cyberspace Administration of China ("CAC") over data security,
 particularly for companies seeking to list on a foreign exchange, companies with more than one million users' personal information
 in China, especially some internet and technology companies, may not be willing to list on a U.S. exchange or enter into a definitive
 business combination agreement with us. Further, we may also avoid conduct a business combination with a company with more than one
 million users' personal information in China due to the limited timeline for us to complete a business combination.

 Governmental
 control of currency conversion may affect the value of your investment.

 The
 governing PRC laws and regulations are sometimes vague and uncertain, which may result in a material change in our operations and
 the value of our shares if we complete our business combination with a target in China.

 ITEM
1A. RISK FACTORS

 You
should carefully consider the following risks and other information in this Form 10-K in evaluating us and our capital stock. Any of
the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could
materially and adversely affect our business, financial condition or results of operations, and could, in turn, impact the trading price
of our capital stock.

 Risks
Related to our Search for, Consummation of, or Inability to Consummate, a Business Combination

 We
are a blank check company formed as a Cayman Islands exempted company with no operating history and no revenues, and you have no basis
on which to evaluate our ability to achieve our business objective.

 We
are a blank check company formed as a Cayman Islands exempted company with no operating results, and we did not commence operations until
obtaining funding through our Initial Public Offering. Because we lack an operating history, you have no basis upon which to evaluate
our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have
no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to
complete our business combination. If we fail to complete our business combination, we will never generate any operating revenues.

 Our
independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about
our ability to continue as a "going concern."

 As
of December 31, 2023, we had a working capital deficiency of $1,480,801. Further, we expect to incur significant costs in pursuit of
our acquisition plans. Management's plans to address this need for capital through our Initial Public Offering are discussed in
the section of this Form 10-K titled "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Our plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise
substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Form 10-K do
not include any adjustments that might result from our inability to consummate our Initial Public Offering or our inability to continue
as a going concern.

 Our
public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our
initial business combination even though a majority of our public shareholders do not support such a combination.

 We
may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder
approval under applicable law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other
legal reasons. Except as required by law, the decision as to whether we will seek shareholder approval of a proposed business combination
or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based
on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to
seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public
shares do not approve of the business combination we complete.

 If
we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial
business combination, regardless of how our public shareholders vote.

 Unlike
many other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority
of the votes cast by the public shareholders in connection with an initial business combination, our initial shareholders have agreed
to vote their founder shares and private shares, as well as any public shares purchased during or after our Initial Public Offering,
in favor of our initial business combination.

 As
a result, in addition to our initial shareholders' founder shares, we would need 1,711,714, or 33.2%, of the 5,148,426 public shares
sold in our Initial Public to be voted in favor of an initial business combination in order to have our initial business combination
approved (assuming all outstanding shares are voted). Our founder shares and private shares will represent 31.1% of our outstanding ordinary
shares immediately following the completion of our Initial Public Offering. Accordingly, if we seek shareholder approval of our initial
business combination, it is more likely that the necessary shareholder approval will be received than would be the case if our founders
agreed to vote their founder shares and private shares in accordance with the majority of the votes cast by our public shareholders.

 Your
only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your
right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.

 Shareholders
will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our Board may
complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote
on the business combination, unless we seek such shareholder vote. Accordingly, if we do not seek shareholder approval, your only opportunity
to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within
the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders
in which we describe our initial business combination.

 The
ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into a business combination with a target.

 We
may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not
be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, we
will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately
prior to or upon consummation of our initial business combination and after payment of underwriters' fees and commissions (so that
we are not subject to the SEC's "penny stock" rules) or any greater net tangible asset or cash requirement which may
be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption
requests would cause our net tangible assets to be less than $5,000,001 upon completion of our initial business combination or such greater
amount necessary to satisfy a closing condition, each as described above, we would not proceed with such redemption and the related business
combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus,
may be reluctant to enter into a business combination transaction with us.

 The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable business combination or optimize our capital structure.

 At
the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption
rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase
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 account
to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares are submitted for redemption
than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account
or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence
of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business
combination available to us or optimize our capital structure. The amount of deferred underwriting commissions payable to the underwriters
will not be adjusted for any shares that are redeemed in connection with a business combination. The per-share amount we will distribute
to shareholders who properly exercise their redemption rights will not be reduced by deferred underwriting commissions and after such
redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay deferred underwriting
commissions.

 The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your share.

 If
our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires
us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased.
If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate
the trust account. If you are in need of immediate liquidity, you could attempt to sell your share in the open market; however, at such
time our share may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material
loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to
sell your share in the open market.

 Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by the coronavirus (COVID-19) and the status of debt and equity markets, as well as protectionist legislation in our
target markets.

 COVID-19
has resulted in a widespread health crisis that has and may continue to adversely affect the economies and financial markets worldwide,
and the business of any potential target business with which we may consummate a business combination could be materially and adversely
affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel,
limit the ability to have meetings with potential investors or the target company's personnel, vendors and services providers are
unavailable to negotiate and consummate a transaction in a timely manner. In addition, countries or supranational organizations in our
target markets may develop and implement legislation that makes it more difficult or impossible for entities outside such countries or
target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital. The extent to which COVID-19
impacts our search for and ability to consummate a business combination will depend on future developments, which are highly uncertain
and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19
or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive
period of time, and result in protectionist sentiments and legislation in our target markets, our ability to consummate a business combination,
or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.
In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be
impacted by COVID-19 and other events.

 As
the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may
be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in
our inability to find a target or to consummate an initial business combination.

 Many potential targets
for special purpose acquisition companies have already entered into an initial business combination, and there are still many special
purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.
As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify
a suitable target and to consummate an initial business combination.

 In
addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available
targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets
companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate
targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and
consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable
to our investors altogether.

in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and
complete an initial business combination.

 In
recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer
insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally
increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.

 The
increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage
as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable
terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the
post-business combination's ability to attract and retain qualified officers and directors.

 In
addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential
liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order
to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to
any such claims ("run-off insurance"). The need for run-off insurance would be an added expense for the post-business combination
entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

 Our
sponsor has the right to extend the term we have to consummate our initial business combination up to 18 months from the closing of our
Initial Public Offering without providing our shareholders with a corresponding redemption right.

 We
will have up to 9 months (or up to 18 months subject to extensions) from the closing of our Initial Public Offering to consummate an
initial business combination. On January 4, 2024, the Company deposited $165,000 into the Trust Account to extend the deadline to
complete the business combination from January 4, 2024 to April 4, 2024. On April 4, 2024, the Company deposited $55,000 into the
Trust Account to extend the deadline to complete the business combination from April 4, 2024 to May 4, 2024. However, if we
anticipate that we may not be able to consummate our initial business combination within the deadline, we may, by resolution of our
Board, if requested by our sponsor, extend the period of time we will have to consummate an initial business combination up to eight
(8) times, each by an additional one (1) month (for a total of up to 24 months from the closing of our Initial Public Offering),
provided that, pursuant to the terms of our Third Amended and Restated Memorandum and Articles of Association and the Trust
Agreement in order for the time available for us to consummate our initial business combination to be extended, our sponsor or their
affiliates or designees, upon five days' advance notice prior to the applicable deadline, must deposit into the trust account
$55,000 per each month in an extension for each extension, on or prior to the date of the applicable deadline. Our public
shareholders will not be entitled to vote or redeem their shares in connection with any such extension.

 In
the event that our sponsor elects to extend the time to complete a business combination, pay the additional amounts per each extension,
and deposit the applicable amount of money into trust, the sponsor will receive a non-interest bearing, unsecured promissory note equal
to the amount of any such deposit and payment that will not be repaid in the event that we are unable to close a business combination
unless there are funds available outside the trust account to do so. In the event that we receive notice from our sponsor five days prior
to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least
three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing
whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account
to extend the time for us to complete our initial business combination. To the extent that some, but not all, of our sponsor's
affiliates or designees, decide to extend the period of time to consummate our initial business combination, such affiliates or designees
may deposit the entire amount required. If we are unable to consummate our initial business combination within such time period, we will,
as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion
of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and
not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such
amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In the event of our dissolution
and liquidation, the private units and rights will expire and be worthless.

 The
requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage
over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination
targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that
would produce value for our shareholders.

 Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete
our initial business combination within 9 months from the closing of our Initial Public Offering, or if we decide to extend the period
of time to consummate our business combination, within 18 months from the closing of our Initial Public Offering (as further described
in our Registration Statement). Consequently, such target business may obtain leverage over us in negotiating a business combination,
knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete
our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above.
In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would
have rejected upon a more comprehensive investigation.

 We
may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only
receive $10.18 per share, or less than such amount in certain circumstances, and our warrants and rights will expire worthless.

 Our
Third Amended and Restated Memorandum and Articles of Association provides that we must complete our initial business combination within
9 months from the closing of our Initial Public Offering, or we may, but are not obligated to, extend the period of time to consummate
our business combination up to three times by an additional three months each time, for a total of up to 18 months (as further described
in our Registration Statement). We may not be able to find a suitable target business and complete our initial business combination within
such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility
in the capital and debt markets and the other risks described herein. For example, COVID-19 in the U.S. and globally may grow or resurge
and while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our
initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing
being unavailable on terms acceptable to us or at all. Furthermore, we may be unable to complete a business combination if continued
concerns relating to COVID-19 restrict travel, limit the ability to have meeting with potential investors or the target company's
personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. Additionally,
COVID-19 may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such
time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject in each case to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders
may only receive $10.18 per share or less in certain circumstances, and our warrants and our rights will expire worthless. In certain
circumstances, our public shareholders may receive less than $10.18 per share on the redemption of their shares. See "— If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.18 per share" and other risk factors in this section.

 If
we seek shareholder approval of our initial business combination, our founders and their affiliates may elect to purchase ordinary shares,
warrants or rights from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float"
of our ordinary shares, warrants or rights.

 If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, our founders or their affiliates may purchase ordinary shares, warrants or rights, or a combination
thereof, in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder,
although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption
rights. In the event that our founders or their affiliates purchase shares in privately negotiated transactions from public shareholders
who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections
to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase
the likelihood of obtaining shareholder approval of the business combination, or to satisfy a closing condition in an agreement with
a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it
appears that such requirement would otherwise not be met. This may result in the completion of our business combination that may not
otherwise have been possible.

 In
addition, if such purchases are made, the public "float" of our ordinary shares, warrants or rights and the number of beneficial
holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our
securities on a national securities exchange.

 If
a shareholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails
to comply with the procedures for tendering its shares, such shares may not be redeemed.

 We
will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business combination.
Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder
may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable,
that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures
that must be complied with in order to validly tender or redeem public shares. For example, we may require our public shareholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either tender
their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two
business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to
deliver their shares to the transfer agent electronically. In the event that a shareholder fails to comply with these or any other procedures,
its shares may not be redeemed.

 You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your
investment, therefore, you may be forced to sell your public shares warrants or rights, potentially at a loss.

 Our
public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of
an initial business combination, and then only in connection with those public shares that such shareholder properly elected to redeem,
subject to the limitations described in our Registration Statement, (ii) the redemption of any public shares properly submitted in connection
with a shareholder vote to amend our Third Amended and Restated Memorandum and Articles of Association (A) to modify the substance or
timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination within 9 months from the closing of our Initial Public Offering, or if we decide
to extend the period of time to consummate our business combination, within 18 months from the closing of our Initial Public Offering
(as further described in our Registration Statement) or (B) with respect to any other provision relating to shareholders' rights
or pre-initial business combination activity and (iii) the redemption of our public shares if we are unable to complete an initial business
combination within 9 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate
our business combination, within 18 months from the closing of our Initial Public Offering (as further described in our Registration
Statement), subject to applicable law and as further described herein. In addition, if we are unable to complete an initial business
combination within 9 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate
our business combination, within 18 months from the closing of our Initial Public Offering (as further described in our Registration
Statement) for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders
for approval prior to the distribution of the proceeds held in our trust account. In that case, public shareholders may be forced to
wait beyond the 9 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate
our business combination, beyond the 18 months from the closing of our Initial Public Offering (as further described in our Registration
Statement) before they receive funds from our trust account. In no other circumstances will a public shareholder have any right or interest
of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares, warrants or
rights, potentially at a loss.

 You
will not be entitled to protections normally afforded to investors of many other blank check companies.

 Since
the net proceeds of our Initial Public Offering and the sale of the private units are intended to be used to complete an initial business
combination with a target business that has not been selected, we may be deemed to be a "blank check" company under the United
States securities laws. However, because we have net tangible assets in excess of $5,000,000 upon the successful completion of our
Initial Public Offering and the sale of the private units and filed a Current Report on Form 8-K, including an audited balance sheet
demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule
419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units
will be immediately tradable and we will have a longer period of time to complete our business combination than do companies subject
to Rule 419. Moreover, if our Initial Public Offering were subject to Rule 419, that rule would prohibit the release of any interest
earned on funds 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 of an initial business combination.

 If
we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a "group" of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability
to redeem all such shares in excess of 15% of our ordinary shares.

 If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our Third Amended and Restated Memorandum and Articles of Association provides that a
public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert
or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with
respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering, which we refer to as the "Excess Shares."
However, our Third Amended and Restated Memorandum and Articles of Association does not restrict our shareholders' ability to vote
all of their shares (including Excess Shares) for or against our business combination. Your inability to redeem the Excess Shares will
reduce your influence over our ability to complete our business combination and you could suffer a material loss on your investment in
us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to
the Excess Shares if we complete our business combination. 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 to sell your share in open market transactions, potentially at a loss.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive
only approximately $10.18 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our
warrants and rights will expire worthless.

 We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing
for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target
businesses we could potentially acquire with the net proceeds of our Initial Public Offering and the sale of the private units, our ability
to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

because we are obligated to pay cash for the ordinary shares which our public shareholders redeem in connection with our initial business
combination, target companies will be aware that this may reduce the resources available to us for our initial business combination.
This may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our
initial business combination, our public shareholders may receive only approximately $10.18 per share, or less in certain circumstances,
on the liquidation of our trust account and our warrants and rights will expire worthless. In certain circumstances, our public shareholders
may receive less than $10.18 per share upon our liquidation. See "— If third parties bring claims against us, the proceeds
held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.18 per share"
and other risk factors in this section.

 If
the net proceeds of our Initial Public Offering and the sale of the private units not being held in the trust account are insufficient
to allow us to operate for at least the next 9 months from the closing of our Initial Public Offering, or if we decide to extend the
period of time to consummate our business combination, the next 18 months from the closing of our Initial Public Offering (as further
described in our Registration Statement), we may be unable to complete our initial business combination, in which case our public shareholders
may only receive $10.18 per share, or less than such amount in certain circumstances, and our warrants and rights will expire worthless.

 The
funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 9 months from
the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, the
next 18 months from the closing of our Initial Public Offering (as further described in our Registration Statement), assuming that our
initial business combination is not completed during that time. We believe that, upon the closing of our Initial Public Offering, the
funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 9 months from the
closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, the next
18 months from the closing of our Initial Public Offering (as further described in our Registration Statement); however, we cannot assure
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 to 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 a "no-shop"
provision (a provision in letters of intent or merger agreements designed to keep target businesses from "shopping" around
for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business
combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where
we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as
a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect
to, a target business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately
$10.18 per share or less in certain circumstances on the liquidation of our trust account and our warrants and rights will expire worthless.
In certain circumstances, our public shareholders may receive less than $10.18 per share upon our liquidation. See "— If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.18 per share" and other risk factors in this section.

 If
the net proceeds of our Initial Public Offering and the sale of the private units not being held in the trust account are insufficient,
it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination
and we will depend on loans from our founders or management team to fund our search for a business combination, to pay our taxes and
to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business

 Of
the net proceeds of our Initial Public Offering and the sale of the private units, only approximately $600,000 will be available to us
initially outside the trust account to fund our working capital requirements. In the event that our offering expenses exceed our estimate
of $525,000 (excluding deferred underwriting discount), we may fund such excess with funds not to be held in the trust account. In such
case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the
event that the offering expenses are less than our estimate of $525,000 (excluding deferred underwriting discount), the amount of funds
we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital,
we would need to borrow funds from our founders or their affiliates to operate, or we may be forced to liquidate. None of our founders
nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only
from funds held outside the trust account or from funds released to us upon completion of our initial business combination. We do not
expect to seek loans from parties other than our founders or an affiliate of our founders as we do not believe third parties will be
willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account but in the event
that we seek loans from any third parties, we will obtain a waiver against any and all rights to seek access to funds in our trust account.
If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we are unable to complete our
initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate
the trust account. Consequently, our public shareholders may only receive approximately $10.18 per share on our redemption of our public
shares, and our warrants and rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.18
per share on the redemption of their shares. See "— If third parties bring claims against us, the proceeds held in the trust
account could be reduced and the per-share redemption amount received by shareholders may be less than $10.18 per share" and other
risk factors in this section.

 We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
a business combination with which a substantial majority of our shareholders do not agree.

 Our
Third Amended and Restated Memorandum and Articles of Association does not provide a specified maximum redemption threshold, except that
we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately
prior to or upon consummation of our initial business combination and after payment of underwriters' fees and commissions (such
that we are not subject to the SEC's "penny stock" rules). As a result, we may be able to complete our business combination
even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if
we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our founders, advisors
or their affiliates. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly
submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all ordinary
shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

 If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.18 per share.

 Our
placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all
vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders,
such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims
against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims
to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter
into an agreement with a third party that has not executed a waiver if management believes that such third party's engagement would
be significantly more beneficial to us than any alternative. Making such a request of potential target businesses may make our acquisition
proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field
of potential target businesses that we might pursue.

 Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there 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,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we are unable to complete our business combination within the prescribed timeframe, or upon the exercise of
a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that
were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount
received by public shareholders could be less than the $10.18 per share initially held in the trust account, due to claims of such creditors.
Our sponsor 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 us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds
in the trust account to below (i) $10.18 per public share or (ii) such lesser amount per public share held in the trust account as of
the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest
which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver
of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our
Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed
waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for
such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations
and believe that our sponsor's only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification
obligations. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims
were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced
to less than $10.18 per public share. In such event, we may not be able to complete our initial business combination, and you would receive
such lesser amount per share in connection with any redemption of your public shares. None of our officers will indemnify us for claims
by third parties including, without limitation, claims by vendors and prospective target businesses.

 Our
independent directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount
of funds in the trust account available for distribution to our public shareholders.

 In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.18 per public share or (ii) such lesser amount
per 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
assets, 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
obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether
to take legal action against our sponsor to enforce its indemnification obligations.

 While
we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for
example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if
the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these
indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced
below $10.18 per share.

 If,
after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be
exposed to claims of punitive damages.

 If,
after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy
court could seek to recover all amounts received by our shareholders. In addition, our Board may be viewed as having breached its fiduciary
duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public
shareholders from the trust account prior to addressing the claims of creditors.

 If,
before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our
shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be
reduced.

 If,
before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders
in connection with our liquidation may be reduced.

 Our
shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.

 If
we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall
due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad
faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and
officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account 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 be liable for a fine
of approximately $18,000 and imprisonment for five years in the Cayman Islands.

we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business combination,
you will be unable to ascertain the merits or risks of any particular target business' operations.

 We
may seek to complete a business combination with an operating company in any industry or sector. However, we will not, under our Third
Amended and Restated Memorandum and Articles of Association, be permitted to complete our business combination with another blank check
company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with
respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business's
operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our business combination,
we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially
unstable business or an entity lacking an established record of revenues or earnings, we may be affected by the risks inherent in the
business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to
evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all the significant
risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control
and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot
assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such
opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following
the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such
reduction in value.

 Past
performance by our management team, our advisors and our founders may not be indicative of future performance of an investment in us.

 Information
regarding performance by, or businesses associated with our management team and our founders and their affiliates is presented for informational
purposes only. Past performance by our management team and our founders is not a guarantee either (i) of success with respect to any
business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination.
Majority of our officers, directors and advisors have not had management experience with special purpose acquisition corporations in
the past. You should not rely on the historical record of our management team's, our advisors' or our founders' respective
performance as indicative of our future performance of an investment in us or the returns we will, or are likely to, generate going forward.
Furthermore, an investment in us is not an investment in our founders or their affiliates.

 We
may seek acquisition opportunities in industries or sectors which may or may not be outside of our management's area of expertise.

 We
will consider a business combination outside of our management's area of expertise if a business combination candidate is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will
endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately
ascertain or assess all the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove
to be less favorable to investors in our Initial Public Offering than a direct investment, if an opportunity were available, in a business
combination candidate. In the event we elect to pursue an acquisition outside of the areas of our management's expertise, our management's
expertise may not be directly applicable to its evaluation or operation, and the information contained in this Form 10-K regarding the
areas of our management's expertise would not be relevant to an understanding of the business that we elect to acquire. As a result,
our management may not be able to adequately ascertain or assess all the significant risk factors. Accordingly, any shareholders who
choose to remain shareholders following our business combination could suffer a reduction in the value of their shares. Such shareholders
are unlikely to have a remedy for such reduction in value.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target
business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria
and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business
with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial
business combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful
as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective
business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise
their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to
have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or
we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval
of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete
our initial business combination, our public shareholders may receive only approximately $10.18 per share, or less in certain circumstances,
on the liquidation of our trust account and our warrants and rights will expire worthless. In certain circumstances, our public shareholders
may receive less than $10.18 per share on the redemption of their shares. See "— If third parties bring claims against us,
the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than
$10.18 per share" and other risk factors in this section.

 We
may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record
of revenue or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.

 To
the extent we complete our initial business combination with an early stage company such as a pre-revenue entity with a limited operating
history, a financially unstable business, or an entity lacking an established record of revenues or earnings, we may be affected by numerous
risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven
business model and with limited historical financial data, a lack of revenues or earnings and difficulties in obtaining and retaining
key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may
not be able to properly ascertain or assess all the significant risk factors and we may not have adequate time to complete due diligence.
Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those
risks will adversely impact a target business.

 We
are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently,
you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial
point of view.

 Unless
we complete our business combination with an affiliated entity or our board cannot independently determine the fair market value of the
target business or businesses, we are not required to obtain an opinion from an independent investment banking firm that is a member
of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial point of view. If
no opinion is obtained, our shareholders will be relying on the judgment of our Board, who will determine fair market value based on
standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer
materials, as applicable, related to our initial business combination.

 Resources
could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may
receive only approximately $10.18 per share, or less than such amount in certain circumstances, on the liquidation of our trust account
and our warrants and rights will expire worthless.

 We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the
proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we
may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will
result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only
approximately $10.18 per share on the liquidation of our trust account and our warrants and rights will expire worthless. In certain
circumstances, our public shareholders may receive less than $10.18 per share on the redemption of their shares. See "— If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.18 per share" and other risk factors in this section.

 We
may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete
our business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

 If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make
it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we
could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations
and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks,
it could negatively impact our profitability and results of operations.

 We
may have a limited ability to assess the management of a prospective target business and, as a result, may complete our initial business
combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company,
which could, in turn, negatively impact the value of our shareholders' investment in us.

 When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the
target business's management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target's management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities
we suspected. Should the target's management not possess the skills, qualifications or abilities necessary to manage a public company,
the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose
to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are
unlikely to have a remedy for such reduction in value.

 The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of a
business combination target's key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate's key personnel upon the completion of our initial business combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate's management team will remain associated
with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition
candidate will not wish to remain in place.

 We
may attempt to complete our initial business combination with a private company about which little information is available, which may
result in a business combination with a company that is not as profitable as we suspected, if at all.

 In
pursuing our acquisition strategy, we may seek to complete our initial business combination with a privately held company. Very little
public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential
initial business combination on the basis of limited information, which may result in a business combination with a company that is not
as profitable as we suspected, if at all.

 We
may only be able to complete one business combination with the proceeds of our Initial Public Offering and the sale of the private units,
which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of
diversification may negatively impact our operations and profitability.

 Of
the net proceeds from our Initial Public Offering and the sale of the private units, after taking into account the Redemptions, up to
$51,108,602 will be available to complete our business combination and pay related fees and expenses (which includes up to approximately
$2,415,000 for the payment of deferred underwriting commissions).

 We
may complete our business combination with a single target business or multiple target businesses simultaneously or within a short period
of time. However, we may not be able to complete our business combination with more than one target business because of various factors,
including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with
the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined
basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous
economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible
spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations
in different industries or different areas of a single industry. In addition, we intend to focus our search for an initial business combination
in a single industry. Accordingly, the prospects for our success may be:

 solely
 dependent upon the performance of a single business, property or asset, or

 dependent
 upon the development or market acceptance of a single or limited number of products, processes or services.

 This
lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a
substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination.

 Our
ability to complete a business combination may be impacted by the fact that a majority of our officers and directors are located in or
have significant ties to the People's Republic of China, including, Hong Kong, Taiwan and Macau. This may make us a less attractive
partner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates and making it harder for us
to complete an initial business combination with a non-China-based target company. For example, we may not be able to complete an initial
business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations
and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

 A
majority of our directors and officers are located in, or have significant ties to, China, including Hong Kong, Taiwan and Macau. As
a result, we may be a less attractive partner to potential target companies outside the PRC, thereby limiting our pool of acquisition
candidates. This would impact our search for a target company and make it harder for us to complete an initial business combination with
a non-China-based target company. For example, we may not be able to complete an initial business combination with a U.S. target company
since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity.
Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations
that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign
investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of
the United States. We may be considered a "foreign person" under such rules and regulations and any proposed business combination
between us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign
ownership restrictions and/or CFIUS review.

 The
scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA") to include certain
non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying
U.S. business. FIRRMA and subsequent implementing regulations that are now in force also subject certain categories of investments to
mandatory filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions,
we may be unable to consummate a business combination with such business.

 In
addition, if our potential business combination falls within CFIUS's jurisdiction, we may be required to make a mandatory filing,
determine to submit a voluntary notice to CFIUS, or proceed with the initial business combination without notifying CFIUS and then bear
the risk of CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial
business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or 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.
The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent
us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders.
As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be
adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership
issues.

 Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we only have 9 months (or 18 months if we
extend the period of time to consummate a business combination) to complete our initial business combination, our failure to obtain any
required approvals within the requisite time period may prevent us from completing the transaction and require us to liquidate. If we
liquidate, our public shareholders may only receive $10.18 per share initially, and our rights and warrants will expire worthless. Our
public shareholders may also lose the potential investment opportunity in a target company and the opportunity of realizing future gains
on such investments through any price appreciation in the combined company.

 Risks
Related to Our Securities

 NASDAQ
may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities
and subject us to additional trading restrictions.

 Our
units, ordinary shares, warrants and rights are listed on NASDAQ. Although we currently meet, on a pro forma basis, the minimum initial
listing standards set forth in the NASDAQ listing standards, we cannot assure you that our securities will continue to be listed on NASDAQ
in the future or prior to our initial business combination. In order to continue listing our securities on NASDAQ prior to our initial
business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum
amount in shareholders' equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).
Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with NASDAQ's
initial listing requirements, which are more rigorous than NASDAQ's continued listing requirements, in order to continue to maintain
the listing of our securities on NASDAQ. For instance, our share price would generally be required to be at least $4.00 per share and
our shareholders' equity would generally be required to be at least $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 will be able to meet those initial listing requirements at that
time.

 If
NASDAQ delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material
adverse consequences, including:

 a
 limited availability of market quotations for our securities;

 reduced
 liquidity for our securities;

 a
 determination that our ordinary shares is a "penny stock" which will require brokers trading in our ordinary shares to
 adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our
 securities;

 a
 limited amount of news and analyst coverage; and

 a
 decreased ability to issue additional securities or obtain additional financing in the future.

 The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as "covered securities." Because we expect that our units and eventually
our ordinary shares, warrants and rights will be listed on NASDAQ, our units, ordinary shares, warrants and rights will be covered securities.
Although the states are pre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate
companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the
sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the
sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check
companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies
in their states. Further, if we were no longer listed on NASDAQ, our securities would not be covered securities and we would be subject
to regulation in each state in which we offer our securities.

 We
are not registering the ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws
at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor
from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

 We
are not registering the ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws
at this time. However, under the terms of the warrant agreement, have agreed that as soon as practicable, but in no event later than
30 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file, and
within 60 business days following our initial business combination to have declared effective, a registration statement under the Securities
Act covering such shares and maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants, until
the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able
to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration
statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC
issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required
to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis,
and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon
such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration
is available. Notwithstanding the above, if our ordinary shares is at the time of any exercise of a warrant not listed on a national
securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities
Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis"
in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in
effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant.
If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification,
the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In
such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for
the ordinary shares included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even
if we are unable to register or qualify the underlying ordinary shares for sale under all applicable state securities laws. We will use
our commercially reasonable efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in
those states in which the warrants were offered by us in our Initial Public Offering.

 We
may issue additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive
plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely
present other risks.

 Our
Third Amended and Restated Memorandum and Articles of Association authorizes the issuance of up to 200,000,000 ordinary shares, par value
$0.0001 per share and 1,000,000 preferred shares, par value $0.0001 per share. There are 6,873,426 ordinary shares issued and outstanding.
There are 193,126,574 unissued ordinary shares, respectively, available for issuance, which amount does not take into account the ordinary
shares reserved for issuance upon exercise of any outstanding warrants or rights. There are no preferred shares issued and outstanding.

 We
may issue a substantial number of additional ordinary shares or preferred shares to complete our initial business combination or under
an employee incentive plan after completion of our initial business combination (although our Third Amended and Restated Memorandum and
Articles of Association provides that we may not issue securities that can vote with ordinary shareholders on matters related to our
pre-initial business combination activity). However, our Third Amended and Restated Memorandum and Articles of Association provides,
among other things, that prior to our initial business combination, we may not issue additional shares of capital share that would entitle
the holders thereof to: (i) receive funds from the trust account; or (ii) vote as a class with our public shares (a) on any initial business
combination or (b) to approve an amendment to our amended and restated articles of association to (x) extend the time we have to consummate
a business combination beyond 9 months from the closing of our Initial Public Offering, or if we decide to extend the period of time
to consummate our business combination, beyond 18 months from the closing of our Initial Public Offering (as further described in our
Registration Statement), or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated
articles of association) we offer our public shareholders the opportunity to redeem their public shares. These provisions of our Third
Amended and Restated Memorandum and Articles of Association, like all provisions of our Third Amended and Restated Memorandum and Articles
of Association, may be amended with the approval of our shareholders. However, our executive officers and directors have agreed, pursuant
to a written agreement with us, that they will not propose any amendment to our Third Amended and Restated Memorandum and Articles of
Association to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection
with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
9 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination,
within 18 months from the closing of our Initial Public Offering (as further described in our Registration Statement) or (B) with respect
to any other material provision relating to shareholders' rights or pre-initial business combination activity, unless we provide
our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net
of taxes payable), divided by the number of then outstanding public shares.

 The
issuance of additional ordinary or preferred shares:

 may
 significantly dilute the equity interest of investors in our Initial Public Offering;

 may
 subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary
 shares;

 could
 cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability
 to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and
 directors; and

 may
 adversely affect prevailing market prices for our units, ordinary shares, warrants and/or rights.

 We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders' investment in us.

we have no commitments as of the date of this Form 10-K, to issue any notes or other debt securities, or to otherwise incur outstanding
debt, we may choose to incur substantial debt to complete our business combination. We have agreed that we will not incur any indebtedness
unless 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
account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless,
the incurrence of debt could have a variety of negative effects, including:

 default
 and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt
 obligations;

 acceleration
 of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants
 that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 our
 immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

 our
 inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such
 financing while the debt security is outstanding;

 our
 inability to pay dividends on our ordinary shares;

 using
 a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends
 on our ordinary shares if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general
 corporate purposes;

 limitations
 on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 increased
 vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

 limitations
 on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution
 of our strategy; and

 other
 disadvantages compared to our competitors who have less debt.

 The
grant of registration rights to our founders may make it more difficult to complete our initial business combination, and the future
exercise of such rights may adversely affect the market price of our ordinary shares.

to an agreement to be entered into concurrently with the issuance and sale of the securities in our Initial Public Offering, our founders
and their permitted transferees can demand that we register their founder shares and private units, after those shares convert to our
ordinary shares at the closing of our initial business combination. In addition, holders of our private units and their permitted transferees
can demand that we register the private units and/or the underlying securities, and holders of units that may be issued upon conversion
of working capital loans may demand that we register such units and/or underlying securities. We will bear the cost of registering these
securities. The registration and availability of such a significant number of securities for trading in the public market may have an
adverse effect on the market price of our ordinary shares. In addition, the existence of the registration rights may make our initial
business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity
stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ordinary
shares that is expected when the ordinary shares and private units owned by our founders or holders of our working capital units or their
respective permitted transferees are registered.

 In
order to complete our initial business combination, we may seek to amend our Third Amended and Restated Memorandum and Articles of Association
or other governing instruments, including our warrant agreement or rights agreement, in a manner that will make it easier for us to complete
our initial business combination but that our shareholders, warrant holders or rights holders may not support.

 In
order to complete a business combination, blank check companies have, in the recent past, amended various provisions of their charters
and governing instruments, including their warrant agreement and rights agreement. For example, blank check companies have amended the
definition of business combination, increased redemption thresholds, changed industry focus and, with respect to their warrants and rights,
amended their warrant agreements and rights agreements to require the warrants and rights, respectively, to be exchanged for cash and/or
other securities. We cannot assure you that we will not seek to amend our charter or other governing instruments or change our industry
focus in order to complete our initial business combination.

 Our
founders paid an aggregate of $25,000 for the founder shares, or approximately $0.01 per founder share. As a result of this low initial
price, our founders stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable
for our public shareholders.

 As
a result of the low acquisition cost of our founder shares, our founders could make a substantial profit even if we select and consummate
an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public shareholders.
Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing
or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such
parties had paid the full offering price for their founder shares.

 We
may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of
at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise
period could be shortened and the number of our ordinary shares purchasable upon exercise of a warrant could be decreased, all without
your approval.

 Our
warrants are in a registered form under a warrant agreement and between American Stock Transfer & Trust Company, as warrant agent,
and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity
or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants
to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms
of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of
such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding
public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of
the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of our ordinary shares purchasable upon
exercise of a warrant.

 We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

 We
have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of
$0.01 per warrant, provided that the last reported sales price of our ordinary shares equals or exceeds $16.50 per share (as adjusted
for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period
ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions
are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or
qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force
you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii)
to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal
redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market
value of your warrants.

 Our
private units and founder shares may have an adverse effect on the market price of our ordinary shares and make it more difficult to
complete our business combination.

with the closing of our Initial Public Offering, we issued 409,200 private units to our sponsor, one of our founders. Our founders currently
own 1,725,000 founder shares. In addition, if our founders or their affiliates make any working capital loans, up to $300,000 of such
loans may be converted into working capital units, at the price of $10.00 per unit at the option of the lender. Such working capital
units would be identical to the private units sold in the private placement.

 To
the extent we issue ordinary shares to complete a business combination, the potential for the issuance of a substantial number of additional
ordinary shares upon exercise of these warrants and conversion rights of up to $500,000 working capital loans could make us a less attractive
acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding ordinary shares and reduce
the value of the ordinary shares issued to complete the business combination. Therefore, our private units and founder shares may make
it more difficult to complete a business combination or increase the cost of acquiring the target business.

 A
provision of our warrant agreement may make it more difficult for use to consummate an initial business combination.

 Unlike
most blank check companies, if

 (i)

 we
 issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial
 business combination at a Newly Issued Price of less than $9.50 per share;

 (ii)

 the
 aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
 for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
 and

 (iii)

 the
 Market Value is below $9.50 per share,

 then
the exercise price of the warrants will be adjusted to be equal to 115% of the greater of the Market Value and the Newly Issued Price,
and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the Market Value and
the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

 We
may 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 at
least 50% of the then outstanding public rights.

 Our
rights will be issued in registered form under a rights agreement and between American Stock Transfer & Trust Company, as rights
agent, and us. The rights agreement provides that the terms of the rights may be amended without the consent of any holder to cure any
ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public
rights to make any change that adversely affects the interests of the registered holders of public rights. Accordingly, we may amend
the terms of the public rights in a manner adverse to a holder if holders of at least 50% of the then outstanding public rights approve
of such amendment.

we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.

 The
federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance
tests include target historical and/or pro forma financial statement disclosure. We will include the same financial statement disclosure
in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements
may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States
of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS,
depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards
of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool
of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us
to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the
prescribed time frame.

 Risks
Related to Our Management

 Our
ability to successfully complete our initial business combination and to be successful thereafter will be totally dependent upon the
efforts of members of our management team, some of whom may join us following our initial business combination. The loss of such people
could negatively impact the operations and profitability of our post-combination business.

 Our
ability to successfully complete our business combination is dependent upon the efforts of members of our management team. The role of
members of our management team in the target business, however, cannot presently be ascertained. Although some members of our management
team may remain with the target business in senior management or advisory positions following our business combination, it is likely
that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals
we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.
These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to
expend time and resources helping them become familiar with such requirements.

 In
addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The
departure of a business combination target's key personnel could negatively impact the operations and profitability of our post-combination
business. The role of an acquisition candidate's key personnel upon the completion of our initial business combination cannot be
ascertained at this time. Although we contemplate that certain members of an acquisition candidate's management team will remain
associated with the acquisition candidate following our initial business combination, it is possible that members of the management of
an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability
of our post-combination business.

 Members
of our management team may negotiate employment or consulting agreements with a target business in connection with a particular business
combination. These agreements may provide for them to receive compensation following our business combination and as a result, may cause
them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

 Members
of our management team may be able to remain with the Company after the completion of our business combination only if they are able
to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously
with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the business combination. The personal and financial
interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the
ability of such individuals to remain with us after the completion of our business combination will not be the determining factor in
our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any members
of our management team will remain with us after the completion of our business combination. We cannot assure you that any members of
our management team will remain in senior management or advisory positions with us. The determination as to whether any members of our
management team will remain with us will be made at the time of our initial business combination.

 Our
officers and directors may allocate their time to other businesses and may become officers or directors of other special purpose acquisition
companies, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs and whether to present
a target to us instead of our competitors. This conflict of interest could have a negative impact on our ability to complete our initial

 Our
officers and directors have fiduciary responsibility to dedicate substantially all their business time to their respective affairs and
their respective portfolio companies. However, this responsibility does not require any of our officers or directors to commit his or
her full time to our affairs in particular, which may result in a conflict of interest in allocating their time between our operations
and our search for a business combination and their other businesses, including other business endeavors for which he or she may be entitled
to substantial compensation. Furthermore, our officer and directors may become an officer or director of another special purpose acquisition
company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act even before
we enter a definitive agreement regarding our initial business combination. We do not intend to have any full-time employees prior to
the completion of our initial business combination. In addition, each of our officers and certain of our directors are employed by or
affiliated with our founders, which makes investments in securities or other interests of or relating to companies in industries we may
target for our initial business combination. Our independent directors also serve as officers or board members for other entities. If
our officers' and directors' other business affairs require them to devote substantial amounts of time to such affairs in
excess of their current commitment levels, it could limit their ability to devote time to our affairs; or if they have fiduciary duty
to present a target company to our competitor instead of us, which may have a negative impact on our ability to complete our initial

 Certain
of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities
similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining
to which entity a particular business opportunity should be presented.

the completion of our Initial Public Offering and until we consummate our initial business combination, we intend to engage in the business
of identifying and combining with one or more businesses. Our officers and directors are, and may in the future become, affiliated with
entities (such as operating companies or investment vehicles) that are engaged in a similar business.

 Our
officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other
entities in the future to which they owe certain fiduciary or contractual duties, including our founders' affiliates. Accordingly,
they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts
may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.
Our Third Amended and Restated Memorandum and Articles of Association provides that we renounce our interest in any corporate opportunity
offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be
reasonable for us to pursue.

 Our
founders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

 We
have not adopted a policy that expressly prohibits our founders or their respective affiliates from having a direct or indirect pecuniary
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 have an
interest. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities
of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

 We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our founders which may raise potential conflicts of interest.

 In
light of the involvement of our officers and directors with other entities, we may decide to acquire one or more businesses affiliated
with our founders or their respective affiliates. Our officers and directors also serve as officers and board members for other entities.
Such entities may compete with us for business combination opportunities. Our founders are not currently aware of any specific opportunities
for us to complete our business combination with any entities with which they are affiliated, and there have been no preliminary discussions
concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any
transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria
for a business combination as set forth in our Registration Statement and such transaction was approved by a majority of our disinterested
directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA, or from
an independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination with one
or more domestic or international businesses affiliated with our founders or their respective affiliates, potential conflicts of interest
still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they
would be absent any conflicts of interest.

 Since
our founders will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in
determining whether a particular business combination target is appropriate for our initial business combination.

 On
September 28, 2021, our sponsor acquired 1,437,500 founder shares for an aggregate purchase price of $25,000. On January 8, 2022, our
sponsor acquired an additional 287,500 founder shares for no additional consideration, resulting in our sponsor holding an aggregate
of 1,725,000 founder shares. Concurrent with the closing of our Initial Public Offering, our sponsor sold to Chardan or its designees
132,825 of these founder shares for a purchase price of $2.00 per share and an aggregate purchase price of $265,650. Prior to the initial
investment in the Company of $25,000 by our sponsor, the Company had no assets, tangible or intangible. The number of founder shares
issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares after our Initial
Public Offering (excluding the private shares and shares underlying the UPO). The founder shares will be worthless if we do not complete
an initial business combination. In addition, our sponsor purchased an aggregate of 409,200 private units, at $10.00 per unit, for a
purchase price of approximately $4,092,000. The founder shares and private units will be worthless if we do not complete an initial business
combination. Our initial shareholders have agreed (A) to vote any shares owned by them in favor of any proposed business combination
and (B) not to redeem any founder shares or private shares in connection with a shareholder vote to approve a proposed initial business
combination. In addition, we may obtain loans from our founders. The personal and financial interests of our founders may influence their
motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the
operation of the business following the initial business combination.

 The
provisions of our Third Amended and Restated Memorandum and Articles of Association that relate to our pre-business combination activity
(and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval
of holders of two-thirds of our ordinary shares, which is a lower amendment threshold than that of some other blank check companies.
It may be easier for us, therefore, to amend our Third Amended and Restated Memorandum and Articles of Association and the Trust
Agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.

 Some
other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those
which relate to a company's pre-business combination activity, without approval by a certain percentage of the company's
shareholders. In those companies, amendment of these provisions requires approval by between 90% and 100% of the company's public
shareholders. Our Third Amended and Restated Memorandum and Articles of Association provides that any of its provisions related to pre-business
combination activity (including the requirement to deposit proceeds of our Initial Public Offering and the private placement of units
into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders
as described herein) may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon, and corresponding
provisions of the Trust Agreement governing the release of funds from our trust account may be amended if approved by holders of two-thirds
of our ordinary shares entitled to vote thereon. In all other instances, our Third Amended and Restated Memorandum and Articles of Association
may be amended by holders representing two-thirds of our outstanding ordinary shares entitled to vote thereon, subject to applicable
provisions of the Companies Act or applicable stock exchange rules. We may not issue additional securities that can vote on amendments
to our Third Amended and Restated Memorandum and Articles of Association or in our initial business combination. Our founders, who will
collectively beneficially own up to 20% of our ordinary shares upon the closing of our Initial Public Offering will participate in any
vote to amend our Third Amended and Restated Memorandum and Articles of Association and/or Trust Agreement and will have the discretion
to vote in any manner they choose. As a result, we may be able to amend the provisions of our Third Amended and Restated Memorandum and
Articles of Association which govern our pre-business combination behavior more easily than some other blank check companies, and this
may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against
us for any breach of our Third Amended and Restated Memorandum and Articles of Association.

 Our
initial shareholders have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our Third Amended
and Restated Memorandum and Articles of Association (i) that would modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 9 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate
our business combination, within 18 months from the closing of our Initial Public Offering (as further described in our Registration
Statement), or (ii) with respect to any other material provision relating to shareholders' rights or pre-initial business combination
activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares. These agreements are contained in a
letter agreement that we have entered into with our founders. Our shareholders are not parties to, or third-party beneficiaries of, these
agreements and, as a result, will not have the ability to pursue remedies against our founders for any breach of these agreements. As
a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

 We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business combination.

we believe that the net proceeds of our Initial Public Offering and the sale of the private units will be sufficient to allow us to complete
our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements
for any particular transaction. If the net proceeds of our Initial Public Offering and the sale of the private units prove to be insufficient,
either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business,
the obligation to repurchase for cash a significant number of shares from shareholders who elect redemption in connection with our initial
business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination,
we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing
will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete
our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination
and seek an alternative target business candidate. If we are unable to complete our initial business combination, our public shareholders
may receive only approximately $10.18 per share plus any pro rata interest earned on the funds held in the trust account (and not previously
released to us to pay our taxes) on the liquidation of our trust account and our warrants and rights will expire worthless. In addition,
even if we do not need additional financing to complete our business combination, we may require such financing to fund the operations
or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development
or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection
with or after our initial business combination. If we are unable to complete our initial business combination, our public shareholders
may only receive approximately $10.18 per share on the liquidation of our trust account, and our warrants and rights will expire worthless.
In certain circumstances, our public shareholders may receive less than $10.18 per share on the redemption of their shares. See "—
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount
received by shareholders may be less than $10.18 per share" and other risk factors in this section.

 Our
founders and other insiders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you
do not support.

 Our
founders own founder shares representing 25% of our issued and outstanding ordinary shares (excluding the private shares and shares underlying
the UPO). In connection with the closing of our Initial Public Offering, we issued 409,200 private units. In addition, if our founders
or their designated parties make any working capital loans, up to $300,000 of such loans may be converted into working capital units,
at the price of $10.00 per unit at the option of the lenders. Such working capital units would be identical to the private units sold
in the private placement. Accordingly, our founders along with any designated parties may exert a substantial influence on actions requiring
a shareholder vote, potentially in a manner that you do not support, including amendments to our Third Amended and Restated Memorandum
and Articles of Association and approval of major corporate transactions. If our founders purchase any units in our Initial Public Offering
or if they purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their
control. Factors that would be considered in making such additional purchases would include consideration of the current trading price
of our ordinary shares. In addition, our Board, whose members were elected by certain of our initial shareholders, is and will be divided
into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each
year. There is no requirement under the Companies Act for us to hold annual or general meetings to elect directors. We may not hold an
annual meeting of shareholders to elect new directors prior to the completion of our business combination, in which case all of the current
directors will continue in office until at least the completion of the business combination. If there is an annual meeting, as a consequence
of our "staggered" Board, only a minority of the Board will be considered for election and our initial shareholders, because
of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue
to exert control at least until the completion of our business combination.

 Post
Business Combination Risks

 Our
management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance
that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business.

 We
may structure a business combination so that the post-transaction company in which our public shareholders own shares will own less than
100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target
sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act.
We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting
securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business
combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could
pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the outstanding capital share
of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number
of new ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding ordinary
shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in
a single person or group obtaining a larger share of the company's share than we initially acquired. Accordingly, this may make
it more likely that our management will not be able to maintain our control of the target business. We cannot provide assurance that,
upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business.

 Subsequent
to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and our share price,
which could cause you to lose some or all of your investment.

 Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface
all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues
through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later
arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment
or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though
these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature
could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us 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 or by virtue
of our obtaining post-combination debt financing. Accordingly, any shareholders who choose to remain shareholders following the business
combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction
in value.

 We
may face general risks related to our business combination with any company.

 Any
business combination with another company entails special considerations and risks. If we are successful in completing a business combination
with a target business, we may be subject to, and possibly adversely affected by, the following risks:

 an
 inability to compete effectively in a highly competitive environment with many incumbents having substantially greater resources;

 an
 inability to manage rapid change, increasing consumer expectations and growth;

 an
 inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty;

 a
 reliance on proprietary technology to provide services and to manage our operations, and the failure of this technology to operate
 effectively, or our failure to use such technology effectively;

 an
 inability to deal with our subscribers' or customers' privacy concerns;

 an
 inability to attract and retain subscribers or customers;

 an
 inability to license or enforce intellectual property rights on which our business may depend;

 any
 significant disruption in our computer systems or those of third parties that we would utilize in our operations;

 an
 inability by us, or a refusal by third parties, to license content to us upon acceptable terms;

 potential
 liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that
 we may distribute;

 competition
 for advertising revenue;

 competition
 for the leisure and entertainment time and discretionary spending of subscribers or customers, which may intensify in part due to
 advances in technology and changes in consumer expectations and behavior;

 disruption
 or failure of our networks, systems or technology as a result of computer viruses, "cyber-attacks," misappropriation
 of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar
 events;

 an
 inability to obtain necessary hardware, software and operational support; and

 reliance
 on third-party vendors or service providers.

 Any
of the foregoing could have an adverse impact on our operations following a business combination.

 Our
success will ultimately depend upon market acceptance of our products and services, our ability to develop and commercialize existing
and new products and services and generate revenues, and our ability to identify new markets for its technology.

 Ultimately,
our success will depend on the acceptance of our products and services in the target markets. We are faced with the risk that the marketplace
will not be receptive to our products and services over competing products and that we will be unable to compete effectively. We will
face challenges of developing (or acquiring externally-developed) technology solutions that are adequate and competitive in meeting the
requirements of next-generation design challenges.

 We
cannot assure investors that the products and services of the company with which we conduct a business combination, or any future products
and services will gain broad market acceptance. If the market for our products and services fails to develop or develops more slowly
than expected, or if any of the services and standards supported by us do not achieve or sustain market acceptance, our business and
operating results would be materially and adversely affected.

 If
we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations and payment
methods, demand for product enhancements, new product features, and changing business needs, requirements or preferences, our products
may become less competitive.

 Regardless
of our business combination target's industry, it will likely be subject to ongoing technological change, evolving industry standards,
changing regulations, and changing customer needs, requirements and preferences. The success of our business will depend, in part, on
our ability to adapt and respond effectively to these changes on a timely basis, including launching new products and services. The success
of any new product and service, or any enhancements, features, or modifications to existing products and services, depends on several
factors, including the timely completion, introduction, and market acceptance of such products and services, enhancements, modifications
and new product features. If we are unable to enhance our products or develop new products that keep pace with technological and regulatory
change and changes in customer preferences and achieve market acceptance, or if new technologies emerge that are able to deliver competitive
products and services at lower prices, more efficiently, more conveniently, or more securely than our products, our business, operating
results and financial condition would be adversely affected. Furthermore, modifications to our existing platform, products, or technology
will increase our research and development expenses. Any failure of our products and services to operate effectively could reduce the
demand for our services, result in customer dissatisfaction and adversely affect our business.

 Technology
platforms may not operate properly or as we expect it to operate.

 Technology
platforms are expensive and complex, their continuous development, maintenance and operation may entail unforeseen difficulties including
material performance problems or undetected defects or errors. We may encounter technical obstacles, and it is possible that we may discover
additional problems that prevent our technology from operating properly. If our platform does not function reliably, we may not be able
to provide any products or services. Errors could also cause customer dissatisfaction with us, which could cause customers to stop purchasing
or working with us. Any of these eventualities could result in a material adverse effect on our business, results of operations and financial
condition.

 New
or changing technologies, could cause a disruption in our business model, which may materially impact our results of operations and financial
condition.

 If
we fail to anticipate the impact on our business of changing technology, our ability to successfully operate may be materially impaired.
Our business could also be affected by potential technological changes. Such changes could disrupt the demand for products from current
customers, create coverage issues or impact the frequency or severity of losses, or reduce the size of the ultimate market, causing our
business to decline. We may not be able to respond effectively to these changes, which could have a material effect on our results of
operations and financial condition.

 Claims
by others that we infringe or have infringed their proprietary technology or other intellectual property rights could harm our business.

 Companies
in the technology industries are frequently subject to litigation based on allegations of infringement or other violations of intellectual
property rights. In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property
rights they own, have purchased or have otherwise obtained. As we gain an increasingly high public profile, the possibility of intellectual
property rights claims against us grows. From time to time, third parties may assert claims of infringement of intellectual property
rights against us. Although we may have meritorious defenses, there can be no assurance that we will be successful in defending against
these allegations or in reaching a business resolution that is satisfactory to us. Our competitors and others may now and in the future
have significantly larger and more mature patent portfolios than us. In addition, future litigation may involve patent holding companies
or other adverse patent owners who have no relevant product or service revenue and against whom our own patents may therefore provide
little or no deterrence or protection. Many potential litigants, including competitors and patent-holding companies, have the ability
to dedicate substantial resources to the assertion of their intellectual property rights. Any claim of infringement by a third party,
even those without merit, could cause us to incur substantial costs defending against the claim, could distract our management from our
business and could require us to cease use of such intellectual property. Furthermore, because of the substantial amount of discovery
required in connection with intellectual property litigation, we risk compromising our confidential information during this type of litigation.
We may be required to pay substantial damages, royalties or other fees in connection with a claimant securing a judgment against us,
we may be subject to an injunction or other restrictions that prevent us from using or distributing our intellectual property, or from
operating under our brand, or we may agree to a settlement that prevents us from distributing our offerings or a portion thereof, which
could adversely affect our business, results of operations and financial condition.

 With
respect to any intellectual property rights claim, we may have to seek out a license to continue operations found or alleged to violate
such rights, which may not be available, or if available, may not be available on favorable or commercially reasonable terms and may
significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the
same technology licensed to us. If a third party does not offer us a license to its intellectual property on reasonable terms, or at
all, we may be required to develop alternative, non-infringing technology, which could require significant time (during which we would
be unable to continue to offer our affected offerings), effort and expense and may ultimately not be successful. Any of these events
could adversely affect our business, results of operations and financial condition.

 We
may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record
of revenue or earnings.

 To
the extent we complete our initial business combination with an early-stage company, a financially unstable business or an entity lacking
an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which
we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile
revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors
will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all
of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be
outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target
business.

 Risks
Related to Acquiring and Operating a Business Outside of the United States

 We
may effect a business combination with a company located outside of the United States and if we do, we would be subject to a variety
of additional risks that may negatively impact our business operations and financial results.

 If
we consummate a business combination with a target business located outside of the United States, we would be subject to any special
considerations or risks associated with companies operating in the target business' governing jurisdiction, including any of the
following:

 rules
 and regulations or currency redemption or corporate withholding taxes on individuals;

 tariffs
 and trade barriers;

 regulations
 related to customs and import/export matters;

 longer
 payment cycles than in the United States;

 inflation;

 economic
 policies and market conditions;

 unexpected
 changes in regulatory requirements;

 challenges
 in managing and staffing international operations;

 tax
 issues, such as tax law changes and variations in tax laws as compared to the United States;

 currency
 fluctuations;

 challenges
 in collecting accounts receivable;

 cultural
 and language differences;

 protection
 of intellectual property; and

 employment
 regulations.

 We
cannot assure you that we would be able to adequately address these additional risks. If we were unable to do so, our operations might
suffer.

of the costs and difficulties inherent in managing cross-border business operations, our results of operations may be negatively impacted.

 Managing
a business, operations, personnel or assets in another country is challenging and costly. Any management that we may have (whether based
abroad or in the U.S.) may be inexperienced in cross-border business practices and unaware of significant differences in accounting rules,
legal regimes and labor practices. Even with a seasoned and experienced management team, the costs and difficulties inherent in managing
cross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may
negatively impact our financial and operational performance.

 If
social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, or policy changes or enactments
occur in a country in which we may operate after we effect our initial business combination, it may result in a negative impact on our
business.

 Political
events in another country may significantly affect our business, assets or operations. Social unrest, acts of terrorism, regime changes,
changes in laws and regulations, political upheaval, and policy changes or enactments could negatively impact our business in a particular
country.

 Many
countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption
and inexperience, which may adversely impact our results of operations and financial condition.

 Our
ability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend
ourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact
our operations, assets or financial condition.

 Rules
and regulations in many countries are often ambiguous or open to differing interpretation by responsible individuals and agencies at
the municipal, state, regional and federal levels. The attitudes and actions of such individuals and agencies are often difficult to
predict and inconsistent.

 Delay
with respect to the enforcement of particular rules and regulations, including those relating to customs, tax, environmental and labor,
could cause serious disruption to operations abroad and negatively impact our results.

 If
we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely
govern all of our material agreements and we may not be able to enforce our legal rights.

 If
we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates
will govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able
to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement
of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability
to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities
or capital. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets
would be located outside of the United States and some of our officers and directors might reside outside of the United States. As a
result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our
directors or officers, or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our
directors and officers under Federal securities laws.

 If
relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and
services to become less attractive.

 The
relationship between the United States and foreign governments could be subject to sudden fluctuation and periodic tension. For instance,
the United States may announce its intention to impose quotas on certain imports. Such import quotas may adversely affect political relations
between the two countries and result in retaliatory countermeasures by the foreign government in industries that may affect our ultimate
target business. Changes in political conditions in foreign countries and changes in the state of U.S. relations with such countries
are difficult to predict and could adversely affect our operations or cause potential target businesses or their goods and services to
become less attractive. Because we are not limited to any specific industry, there is no basis for investors in our Initial Public Offering
to evaluate the possible extent of any impact on our ultimate operations if relations are strained between the United States and a foreign
country in which we acquire a target business or move our principal manufacturing or service operations.

 If
any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S.

 If
you 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
them, even if you actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically,
if a dividend is declared and paid in a foreign currency, the amount of the dividend distribution that you must include in your income
as 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
currency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is
in fact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert the currency into
U.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.

 If
our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues.

our initial business combination, certain members of our management team will likely resign from their positions as officers or directors
of the company and the management of the target business at the time of the business combination will remain in place. Management of
the target business may not be familiar with United States securities laws. If new management is unfamiliar with our laws, they may have
to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory
issues, which may adversely affect our operations.

 After
our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue
may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

 The
economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect
our business. The economies of many countries in Asia where we would contemplate a business combination differ from the economies of
most developed countries in many respects. Such economic growth has been uneven, both geographically and among various sectors of the
economy and such growth may not be sustained in the future. If in the future such country's economy experiences a downturn or grows
at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain
industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial
business combination and if we effect our initial business combination, the ability of that target business to become profitable.

 Currency
policies may cause a target business' ability to succeed in the international markets to be diminished.

 In
the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, the dollar equivalent
of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value
of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.
Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business
or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a
currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target
business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

 Many
of the economies in Asia are experiencing substantial inflationary pressures which may prompt the governments to take action to control
the growth of the economy and inflation that could lead to a significant decrease in our profitability following our initial business

 There
is no restriction in the geographic location of targets that we can pursue, although we intend to initially prioritize geographic locations
in Asia. In the event that our target business is in Asia, while many of the economies in Asia have experienced rapid growth over the
last two decades, they currently are experiencing inflationary pressures. As governments take steps to address the current inflationary
pressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on
currency conversions and foreign investment. There also may be imposition of price controls. If prices for the products of our ultimate
target business rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect
on our profitability. If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing
of economic growth. Because we are not limited to any specific industry, the ultimate industry that we operate in may be affected more
severely by such a slowing of economic growth.

 Many
industries in Asia are subject to government regulations that limit or prohibit foreign investments in such industries, which may limit
the potential number of acquisition candidates.

 Governments
in many Asian countries have imposed regulations that limit foreign investors' equity ownership or prohibit foreign investments
altogether in companies that operate in certain industries. As a result, the number of potential acquisition candidates available to
us may be limited or our ability to grow and sustain the business, which we ultimately acquire will be limited.

 If
a country in Asia enacts regulations in industry segments that forbid or restrict foreign investment, our ability to consummate our initial
business combination could be severely impaired.

 Many
of the rules and regulations that companies face concerning foreign ownership are not explicitly communicated. If new laws or regulations
forbid or limit foreign investment in industries in which we want to complete our initial business combination, they could severely impair
our candidate pool of potential target businesses. Additionally, if the relevant central and local authorities find us or the target
business with which we ultimately complete our initial business combination to be in violation of any existing or future laws or regulations,
they would have broad discretion in dealing with such a violation, including, without limitation:

 levying
 fines;

 revoking
 our business and other licenses;

 requiring
 that we restructure our ownership or operations; and

 requiring
 that we discontinue any portion or all of our business.

 Any
of the above could have an adverse effect on our company post-business combination and could materially reduce the value of your investment.

 Corporate
governance standards in Asia may not be as strict or developed as in the United States and such weakness may hide issues and operational
practices that are detrimental to a target business.

 General
corporate governance standards in some countries are weak in that they do not prevent business practices that cause unfavorable related
party transactions, over-leveraging, improper accounting, family company interconnectivity and poor management. Local laws often do not
go far enough to prevent improper business practices. Therefore, shareholders may not be treated impartially and equally as a result
of poor management practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall
company, and cronyism. The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation
and weakness that may precipitate or encourage financial crisis. In our evaluation of a business combination we will have to evaluate
the corporate governance of a target and the business environment, and in accordance with United States laws for reporting companies
take steps to implement practices that will cause compliance with all applicable rules and accounting practices. Notwithstanding these
intended efforts, there may be endemic practices and local laws that could add risk to an investment we ultimately make and that result
in an adverse effect on our operations and financial results.

 We
may face additional and distinctive risks if we acquire a technology business.

 Business
combinations with technology businesses may involve special considerations and risks. If we complete our initial business combination
with a technology business, we will be subject to the following risks, any of which could be detrimental to us and the business we acquire:

 If
 we are unable to keep pace with evolving technology and changes in the technology services industry, our revenues and future prospects
 may decline;

 Any
 business or company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data;

 Difficulties
 with any products or services we provide could damage our reputation and business;

 A
 failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business;

 We
 may not be able to protect our intellectual property and we may be subject to infringement claims; and

 We
 and any business or company we acquire may not be able to adapt to the complex and evolving regulatory environment for financial
 technology services.

 Any
of the foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifying
prospective target businesses will not be limited to technology businesses. Accordingly, if we acquire a target business in another industry,
these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we operate
or target business which we acquire, none of which can be presently ascertained.

 If
we effect our initial business combination with a business located in the in the PRC, the laws applicable to such business will likely
govern all of our material agreements and we may not be able to enforce our legal rights.

 If
we effect our initial business combination with a business located in the PRC, the laws of the country in which such business operates
will govern almost all of the material agreements relating to its operations, including any contractual arrangements through which we
acquire control of target business as described above. We cannot assure you that we or the target business will be able to enforce any
of its material agreements or that remedies will be available in this jurisdiction. The system of laws and the enforcement of existing
laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. In addition, the judiciary
in the PRC is relatively inexperienced compared to others in enforcing corporate and commercial law, leading to a higher than usual degree
of uncertainty as to the outcome of any litigation. In addition, to the extent that our target business's material agreements are
with governmental agencies in the PRC, we may not be able to enforce or obtain a remedy from such agencies due to sovereign immunity,
in which the government is deemed to be immune from civil lawsuit or criminal prosecution. The inability to enforce or obtain a remedy
under any of our future agreements could result in a significant loss of business, business opportunities or capital.

 If
we effect our initial business combination with a business located in the PRC, we may be subject to certain risks associated with acquiring
and operating businesses in the PRC.

 We
may be subject to certain risks associated with acquiring and operating a business in the PRC in our search for a business combination
and operation of any target business with which we ultimately consummate a business combination.

 First,
certain rules and regulations concerning mergers and acquisitions by foreign investors in the PRC may make merger and acquisition activities
by foreign investors more complex and time consuming, including, among others:

 the
 requirement that the Ministry of Commerce of the PRC (the "MOFCOM") be notified in certain circumstances in advance of
 any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise or any concentration of
 undertaking if certain thresholds are triggered;

 the
 authority of certain government agencies to have scrutiny over the economics of an acquisition transaction and requirement for consideration
 in a transaction to be paid within stated time limits; and

 the
 requirement for mergers and acquisitions by foreign investors that raise "national defense and security" concerns and
 mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise "national
 security" concerns to be subject to strict review by the MOFCOM.

 Complying
with these and other requirements could be time-consuming, and any required approval processes, including obtaining approval from the
MOFCOM or its local counterparts, may delay or inhibit our ability to complete such transactions, which could affect our ability to acquire
PRC-based businesses. A business combination we propose may not be able to be completed if the terms of the transaction do not satisfy
aspects of the approval process and may not be completed, even if approved, if they are not consummated within the time permitted by
the approvals granted.

 In
addition, the PRC currently prohibits and/or restricts foreign ownership in certain "important industries," including telecommunications,
food production and heavy equipment. There are uncertainties under certain regulations whether obtaining a majority interest through
contractual arrangements will comply with regulations prohibiting or restricting foreign ownership in certain industries. There is no
assurance that the PRC government will not apply restrictions in other industries. In addition, there can be restrictions on the foreign
ownership of businesses that are determined from time to time to be in "important industries" that may affect the national
economic security or those having "famous brand names" or "well-established brand names." Subject to the review
and approval requirements of the relevant agencies and the various percentage ownership limitations that exist from time to time, acquisitions
involving foreign investors and parties in the various restricted categories of assets and industries may nonetheless sometimes be consummated
using contractual arrangements with permitted local parties. If we choose to effect a business combination that employs the use of these
types of control arrangements, these contractual arrangements may not be as effective in providing us with the same economic benefits,
accounting consolidation or control over a target business as would direct ownership due to limited implementation guidance provided
with respect to such regulations. If the government of the PRC finds that the agreements we entered into to acquire control of a target
business through contractual arrangements with one or more operating businesses do not comply with local governmental restrictions on
foreign investment, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to
significant penalties or be forced to relinquish our interests in those operations.

 If
we effect our initial business combination with a business located in the PRC, a substantial portion of our operations may be conducted
in the PRC, and a significant portion of our net revenues maybe derived from customers where the contracting entity is located in the
PRC. Accordingly, our business, financial condition, results of operations, prospects and certain transactions we may undertake may be
subject, to a significant extent, to economic, political and governmental and legal developments, laws and regulations in the PRC. For
instance, all or most of our material agreements may be governed by PRC law and we may have difficulty in enforcing our legal rights
because the system of laws and the enforcement of existing laws in PRC may not be as certain in implementation and interpretation as
in the United States. In addition, contractual arrangements we enter into with potential future subsidiaries and affiliated entities
or acquisitions of offshore entities that conduct operations through affiliates in the PRC may be subject to a high level of scrutiny
by the relevant PRC tax authorities. We may also be subject to restrictions on dividend payments after we consummate a business combination
and if we rely on dividends and other distributions from our operating company to provide us with cash flow and to meet our other obligations.

 Contractual
arrangements we enter into with potential future subsidiaries and affiliated entities or acquisitions of offshore entities that conduct
operations through affiliates in the PRC may be subject to a high level of scrutiny by the relevant tax authorities.

 Under
the laws of the PRC, arrangements and transactions among related parties may be subject to audit or challenge by the relevant tax authorities.
If any of the transactions we enter into with potential future subsidiaries and affiliated entities are found not to be on an arm's-length
basis, or to result in an unreasonable reduction in tax under local law, the relevant tax authorities may have the authority to disallow
any tax savings, adjust the profits and losses of such potential future local entities and assess late payment interest and penalties.
A finding by the relevant tax authorities that we are ineligible for any such tax savings, or that any of our possible future affiliated
entities are not eligible for tax exemptions, would substantially increase our possible future taxes and thus reduce our net income and
the value of a shareholder's investment. In addition, in the event that in connection with an acquisition of an offshore entity
that conducted its operations through affiliates in the PRC, the sellers of such entities failed to pay any taxes required under local
law, the relevant tax authorities could require us to withhold and pay the tax, together with late-payment interest and penalties. The
occurrence of any of the foregoing could have a negative impact on our operating results and financial condition.

 If
the government of the PRC finds that the agreements we entered into to acquire control of a target business do not comply with local
governmental restrictions on foreign investment, or if these regulations or the interpretation of existing regulations change in the
future, we could be subject to significant penalties or be forced to relinquish our interests in those operations or we could be unable
to assert our contractual control rights over the assets of the post-combination target company, which could cause the value of our ordinary
shares depreciate significantly or become worthless.

 The
PRC currently prohibits and/or restricts foreign ownership in certain "important industries," including telecommunications,
food production and heavy equipment. There are uncertainties under certain regulations whether obtaining a majority interest through
contractual arrangements will comply with regulations prohibiting or restricting foreign ownership in certain industries. For example,
the PRC may apply restrictions in other industries in the future. In addition, there can be restrictions on the foreign ownership of
businesses that are determined from time to time to be in "important industries" that may affect the national economic security
or those having "famous brand names" or "well-established brand names."

 If
we or any of our potential future target businesses are found to be in violation of any existing or future local laws or regulations
(for example, if we are deemed to be holding equity interests in certain of our affiliated entities in which direct foreign ownership
is prohibited), the relevant regulatory authorities might have the discretion to:

 revoke
 the business and operating licenses of the potential future target business;

 confiscate
 relevant income and impose fines and other penalties;

 discontinue
 or restrict the operations of the potential future target business;

 require
 us or the potential future target business to restructure the relevant ownership structure or operations;

 restrict
 or prohibit our use of the proceeds of our Initial Public Offering to finance our businesses and operations in the relevant jurisdiction;
 or

 impose
 conditions or requirements with which we or the potential future target business may not be able to comply.

 If
we acquire control of a target business through contractual arrangements with one or more operating businesses in the PRC, such contracts
may not be as effective in providing operational control as direct ownership of such business and may be difficult to enforce.

 We
will only acquire a business or businesses that, upon the consummation of our initial business combination, will be our majority-owned
subsidiaries and will be neither investment companies nor companies excluded from the definition of an investment company by Section
3(c)(1) or 3(c)(7) of the Investment Company Act. However, the PRC has restricted or limited foreign ownership of certain kinds of assets
and companies operating in certain industries. The industry groups that are restricted are wide-ranging, including, for example, certain
aspects of telecommunications, food production, and heavy equipment manufacturers. In addition, there can be restrictions on the foreign
ownership of businesses that are determined from time to time to be in "important industries" that may affect the national
economic security or having "famous brand names" or "well-established brand names." Subject to the review and
approval requirements of the relevant agencies for acquisitions of assets and companies in the relevant jurisdictions and subject to
the various percentage ownership limitations that exist from time to time, acquisitions involving foreign investors and parties in the
various restricted categories of assets and industries may nonetheless sometimes be consummated using contractual arrangements with permitted
local parties. To the extent that such agreements are employed, they may be for control of specific assets such as intellectual property
or control of blocks of the equity ownership interests of a company which may provide exceptions to the merger and acquisition regulations
mentioned above since these types of arrangements typically do not involve a change of equity ownership in the operating company. The
agreements would be designed to provide our company with the economic benefits of, and control over, the subject assets or equity interests
similar to the rights of full ownership, while leaving the technical ownership in the hands of local parties who would be our nominees
and, therefore, may exempt the transaction from certain regulations, including the application process required thereunder.

 However,
since there has been limited implementation guidance provided with respect to such regulations, the relevant government agency might
apply them to a business combination effected through contractual arrangements. If such an agency determines or interprets that such
an application should have been made or that our potential future target businesses are otherwise in violation of local laws or regulations,
consequences may include confiscating relevant income and levying fines and other penalties, revoking business and other licenses, requiring
restructure of ownership or operations, requiring discontinuation or restriction of the operations of any portion or all of the acquired
business, restricting or prohibiting our use of the proceeds of our Initial Public Offering to finance our businesses and operations
and imposing conditions or requirements with which we or potential future target businesses may not be able to comply, and we could be
unable to assert our contractual control rights over the assets of the post-combination target company, which could cause the value of
our ordinary shares may depreciate significantly or become worthless. These agreements likely also would provide for increased ownership
or full ownership and control by us when and if permitted under local laws and regulations. If we choose to effect a business combination
that employs the use of these types of control arrangements, we may have difficulty in enforcing our rights. Therefore, these contractual
arrangements may not be as effective in providing us with the same economic benefits, accounting consolidation or control over a target
business as would direct ownership. For example, if the target business or any other entity fails to perform its obligations under these
contractual arrangements, we may have to incur substantial costs and expend substantial resources to enforce such arrangements, and rely
on legal remedies under local law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot
assure will be sufficient to offset the cost of enforcement and may adversely affect the benefits we expect to receive from the business
combination..

 PRC
regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries
and Chinese subsidiaries' ability to change their registered capital or distribute profits to us or otherwise expose us or our
PRC resident beneficial owners to liability and penalties under PRC laws.

 In
July 2014, the State Administration of Foreign Exchange of the PRC, or SAFE promulgated the Circular on Relevant Issues Concerning Foreign
Exchange Control on Domestic Residents' Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles,
or SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities as well as foreign
individuals that are deemed as PRC residents for foreign exchange administration purpose) to register with SAFE or its local branches
in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are
PRC residents and may be applicable to any offshore acquisitions that we make in the future. Under SAFE Circular 37, PRC residents who
make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles,
or SPVs, will be required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct
or indirect shareholder of an SPV, is required to update its filed registration with the local branch of SAFE with respect to that SPV,
to reflect any material change, including, among other things, any major change of a PRC resident shareholder, name or term of operation
of the SPVs, or any increase or reduction of the SPVs' registered capital, share transfer or swap, merger or division. Moreover,
any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the local branch
of SAFE. If any PRC shareholder of such SPV fails to make the required registration or to update the previously filed registration, the
subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer
or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiary in China.
On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct
Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign exchange registration
of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, will
be filed with qualified banks instead of SAFE or its branches. The qualified banks will directly examine the applications and accept
registrations under the supervision of SAFE.

 We
cannot provide assurance that our shareholders that are PRC residents comply with all of the requirements under SAFE Circular 37 or other
related rules. Failure or inability of our PRC resident shareholders to comply with the registration procedures set forth in these regulations
may subject us to fines and legal sanctions, restrict our cross-border investment activities, limit the ability of our wholly foreign-owned
subsidiary in China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation to us, and
we may also be prohibited from injecting additional capital into the subsidiary. Moreover, failure to comply with the various foreign
exchange registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange
restrictions. As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected.

as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving,
it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted,
amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval
process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings,
which may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company,
we 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
the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our
acquisition strategy and could adversely affect our business and prospects.

 Compliance
with the PRC Antitrust Law may limit our ability to effect our initial business combination.

 The
PRC Antitrust Law became effective on August 1, 2008. The government authorities in charge of antitrust matters in China are the Antitrust
Commission and other antitrust authorities under the State Council. The PRC Antitrust Law regulates (1) monopoly agreements, including
decisions or actions in concert that preclude or impede competition, entered into by business operators; (2) abuse of dominant market
position by business operators; and (3) concentration of business operators that may have the effect of precluding or impeding competition.
To implement the Antitrust Law, in 2008, the State Council formulated the regulations that require filing of concentration of business
operators, pursuant to which concentration of business operators refers to (1) merger with other business operators; (2) gaining control
over other business operators through acquisition of equity interest or assets of other business operators; and (3) gaining control over
other business operators through exerting influence on other business operators through contracts or other means. In 2009, the Ministry
of Commerce, to which the Antitrust Commission is affiliated, promulgated the Measures for Filing of Concentration of Business Operators
(amended by the Guidelines for Filing of Concentration of Business Operators in 2014), which set forth the criteria of concentration
and the requirement of miscellaneous documents for the purpose of filing. The business combination we contemplate may be considered the
concentration of business operators, and to the extent required by the Antitrust Law and the criteria established by the State Council,
we must file with the antitrust authority under the PRC State Council prior to conducting the contemplated business combination. If the
antitrust authority decides not to further investigate whether the contemplated business combination has the effect of precluding or
impeding competition or fails to make a decision within 30 days from receipt of relevant materials, we may proceed to consummate the
contemplated business combination. If antitrust authority decides to prohibit the contemplated business combination after further investigation,
we must terminate such business combination and would then be forced to either attempt to complete a new business combination or we would
be required to return any amounts which were held in the trust account to our stockholders. When we evaluate a potential business combination,
we will consider the need to comply with the Antitrust Law and other relevant regulations which may limit our ability to effect an acquisition
or may result in our modifying or not pursuing a particular transaction. Since our business combination period is within 9 months from
the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, within
18 months from the closing of our Initial Public Offering (as further described in this Form 10-K), and the approval process may take
a period longer than we expect before we enter into a definitive agreement with a target company, we may be unable to complete a business
combination within 9 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate
our business combination, within 18 months from the closing of our Initial Public Offering (as further described in this Form 10-K).

 Exchange
controls that exist in the PRC may restrict or prevent us from using the proceeds of our Initial Public Offering to acquire a target
company in PRC and limit our ability to utilize our cash flow effectively following our initial business combination.

 SAFE
promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement
of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant
Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested
Enterprises, or SAFE Circular 142, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening
the Administration of Foreign Exchange Businesses, or Circular 59, and the Circular on Further Clarification and Regulation of the Issues
Concerning the Administration of Certain Capital Account Foreign Exchange Businesses, or Circular 45. According to Circular 19, the flow
and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated
such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment
of banks loans that have been transferred to a third party. Although Circular 19 allows RMB capital converted from foreign currency-denominated
registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle
that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used
for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in
the PRC in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing
the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates some
of the rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated
registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans
to non-associated enterprises. Violations of SAFE Circular 19 and Circular 16 could result in administrative penalties.

 As
such, Circular 19 and Circular 16 may significantly limit our ability to transfer the proceeds of our Initial Public Offering to a PRC
target company and the use of such proceeds by the PRC target company. In addition, following our initial business combination with a
PRC target company, we will be subject to the PRC's rules and regulations on currency conversion. In the PRC, the SAFE regulates
the conversion of the Renminbi into foreign currencies. Currently, FIEs are required to apply to the SAFE for "Foreign Exchange
Registration Certificates for FIEs." Following our initial business combination, we will likely be an FIE as a result of our ownership
structure. With such registration certificates, which need to be renewed annually, FIEs are allowed to open foreign currency accounts
including a "basic account" and "capital account." Currency conversion within the scope of the "basic account,"
such as remittance of foreign currencies for payment of dividends, can be effected without requiring the approval of the SAFE. However,
conversion of currency in the "capital account," including capital items such as direct investment, loans and securities,
still require approval of the SAFE.

 We
cannot assure you the PRC regulatory authorities will not impose further restrictions on the convertibility of the Renminbi. Any future
restrictions on currency exchanges may limit our ability to use the proceeds of our Initial Public Offering in an initial business combination
with a PRC target company and the use our cash flow for the distribution of dividends to our stockholders or to fund operations we may
have outside of the PRC.

 Our
initial business combination may be subject to national security review by the PRC government, and we may have to spend additional resources
and incur additional time delays to complete any such business combination or be prevented from pursuing certain investment opportunities.

 On
February 3, 2011, the PRC government issued a Notice Concerning the Establishment of Security Review Procedure on Mergers and Acquisitions
of Domestic Enterprises by Foreign Investors, or Security Review Regulations, which became effective on March 5, 2011. The Security Review
Regulations cover acquisitions by foreign investors of a broad range of PRC enterprises if such acquisitions could result in de facto
control by foreign investors and the enterprises are relating to military, national defense, important agriculture products, important
energy and natural resources, important infrastructures, important transportation services, key technologies and important equipment
manufacturing. The scope of the review includes whether the acquisition will impact the national security, economic and social stability,
and the research and development capabilities on key national security related technologies. Foreign investors should submit a security
review application to the Department of Commerce for its initial review for contemplated acquisition. If the acquisition is considered
to be within the scope of the Security Review Regulations, the Department of Commerce will transfer the application to a joint security
review committee within five business days for further review. The joint security review committee, consisting of members from various
PRC government agencies, will conduct a general review and seek comments from relevant government agencies. The joint security review
committee may initiate a further special review and request the termination or restructuring of the contemplated acquisition if it determines
that the acquisition will result in significant national security issue.

 The
Security Review Regulations will potentially subject a large number of mergers and acquisitions transactions by foreign investors in
China to an additional layer of regulatory review. Currently, there is significant uncertainty as to the implication of the Security
Review Regulations. Neither the Department of Commerce nor other PRC government agencies have issued any detailed rules for the implementation
of the Security Review Regulations. If, for example, our potential initial business combination is with a target company operating in
the PRC in any of the sensitive sectors identified above, the transaction will be subject to the Security Review Regulations, and we
may have to spend additional resources and incur additional time delays to complete any such acquisition. There is no guarantee that
we can receive such approval in a timely manner, and we may also be prevented from pursuing certain investment opportunities if the PRC
government considers that the potential investments will result in a significant national security issue. If obtained, since our business
combination period is 9 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate
our business combination, 18 months from the closing of our Initial Public Offering (as further described in our Registration Statement)
and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target company, we
may be unable to complete a business combination within 9 months from the closing of our Initial Public Offering, or if we decide to
extend the period of time to consummate our business combination, within 18 months from the closing of our Initial Public Offering (as
further described in our Registration Statement).

 Our
initial business combination may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection,
and we may have to spend additional resources and incur additional time delays to complete any such business combination or be prevented
from pursuing certain investment opportunities.

 Our
initial business combination may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of
confidential and private information, such as personal information and other data. These laws continue to develop, and the PRC government
may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities.

to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People's Congress on November 7,
2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure
operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases
internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the Cyberspace
Administration of China ("CAC"). Due to the lack of further interpretations, the exact scope of "critical information
infrastructure operator" remains unclear.

 Recently,
the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These
opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings
by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory
systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data
privacy protection. Moreover, the State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments,
not yet effective) on July 10, 2021, which requires operators with personal information of more than 1 million users who want to list
abroad to file a cybersecurity review with the CAC. As these opinions and the draft measurers were recently issued, official guidance
and interpretation of these two remain unclear in several respects at this time.

 If,
for example, our potential initial business combination is with a target business operating in the PRC and if the enacted version of
the draft measures mandates clearance of cybersecurity review and other specific actions to be completed by the target business, we may
face uncertainties as to whether such clearance can be timely obtained, or at all, and incur additional time delays to complete any such
acquisition. Cybersecurity review could also result in negative publicity with respect to our initial business combination and diversion
of our managerial and financial resources. There is no guarantee that we can receive such approval in a timely manner, and we may also
be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will result
in a significant national security issue. If obtained, since our business combination period is 9 months from the closing of our Initial
Public Offering, or if we decide to extend the period of time to consummate our business combination, 18 months from the closing of our
Initial Public Offering (as further described in this Form 10-K), and the approval process may take a period longer than we expect before
we enter into a definitive agreement with a target company, we may be unable to complete a business combination within 9 months from
the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, within
18 months from the closing of our Initial Public Offering (as further described in our Registration Statement).

 In
light of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign
exchange, companies with more than one million users' personal information in China, especially some internet and technology companies,
may not be willing to list on a U.S. exchange or enter into a definitive business combination agreement with us. Further, we may also
avoid conduct a business combination with a company with more than one million users' personal information in China due to the
limited timeline for us to complete a business combination.

 Companies
in China are subject to various risks and costs associated with the collection, use, sharing, retention, security, and transfer of confidential
and private information, such as personal information and other data. This data is wide ranging and relates to our investors, employees,
contractors and other counterparties and third parties. If we decide to initiate a business combination with a company in China, our
compliance obligations include those relating to the Data Protection Act (As Revised) of the Cayman Islands and the relevant PRC laws
in this regard. These PRC laws apply not only to third-party transactions, but also to transfers of information between a holding company
and its subsidiaries. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. Non-compliance
could result in penalties or other significant legal liabilities.

to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People's Congress on November 7,
2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure
operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases
internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the CAC.
Due to the lack of further interpretations, the exact scope of "critical information infrastructure operator" remains unclear.
On July 10, 2021, the CAC publicly issued the Measures for Cybersecurity Censorship (Revised Draft for Comments) aiming to, upon its
enactment, replace the existing Measures for Cybersecurity Censorship. The draft measures extend the scope of cybersecurity reviews to
data processing operators engaging in data processing activities that affect or may affect national security, including listing in a
foreign country. The draft measures require a company holding more than one million personal information to submit its IPO materials
prepared for submission for cybersecurity review before listing on a foreign exchange.

 It
is unclear whether the draft measures will apply to a company planning to list on a U.S. exchange by business combination with a special
purpose acquisition corporation like us. If cybersecurity review applies to our business combination with a company holding more than
one million personal information in China, we cannot guarantee that we will receive such approval in a timely manner. Further, due to
limited business combination period that we have, we may avoid searching for a target and completing an initial business combination
that will be subject to Chinese cybersecurity review. Therefore, we may avoid searching for a company with one million personal information
in China or a company operating critical information infrastructure in China.

if we were found to be in violation of applicable laws and regulations in China during such review, we could be subject to administrative
penalties, such as warnings, fines, or service suspension. Therefore, cybersecurity review could materially and adversely affect our
business, financial condition, and results of operations.

 In
addition, the PRC Data Security Law, which was promulgated by the Standing Committee of the National People's Congress on June
10, 2021 and takes effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates
that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical
protection system for data security. After the Data Security Law takes effect, if our post-combination entity's data processing
activities were found to be not in compliance with this law, our post-combination entity could be ordered to make corrections, and under
certain serious circumstances, such as severe data divulgence, we and post-combination entity could be subject to penalties, including
the revocation of our business licenses or other permits. As a result, we and post-combination entity may be required to suspend our
relevant businesses, shut down our website, take down our operating applications, or face other penalties, which may materially and adversely
affect our business, financial condition, and results of operations.

 If
we make equity compensation grants to persons who are PRC citizens, they may be required to register with the State Administration of
Foreign Exchange of the PRC ("SAFE"). We may also face regulatory uncertainties that could restrict our ability to adopt
equity compensation plans for our directors and employees and other parties under PRC laws.

 On
April 6, 2007, SAFE issued the "Operating Procedures for Administration of Domestic Individuals Participating in the Employee Stock
Ownership Plan or Stock Option Plan of An Overseas Listed Company, also known as "Circular 78." It is not clear whether Circular
78 covers all forms of equity compensation plans or only those which provide for the granting of shares options. For any plans which
are so covered and are adopted by a non-PRC listed company, such as our company, after April 6, 2007, Circular 78 requires all participants
who are PRC citizens to register with and obtain approvals from SAFE prior to their participation in the plan. In addition, Circular
78 also requires PRC citizens to register with SAFE and make the necessary applications and filings if they participated in an overseas
listed company's covered equity compensation plan prior to April 6, 2007. We believe that the registration and approval requirements
contemplated in Circular 78 will be burdensome and time consuming.

 Upon
consummation of business combination with a target business with primary operations in PRC, we may adopt an equity incentive plan and
make shares option grants under the plan to our officers, directors and employees, whom may be PRC citizens and be required to register
with SAFE. If it is determined that any of our equity compensation plans are subject to Circular 78, failure to comply with such provisions
may subject us and participants of our equity incentive plan who are PRC citizens to fines and legal sanctions and prevent us from being
able to grant equity compensation to our PRC employees. In that case, our ability to compensate our employees and directors through equity
compensation would be hindered and our business operations may be adversely affected.

 Enhanced
scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue
in the future.

 The
PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular,
equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular
698, which became effective in January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which became
effective in February 2015.

 Under
Circular 698, where a non-resident enterprise conducts an "indirect transfer" by transferring the equity interests of a PRC
"resident enterprise" indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise,
being the transferor, may be subject to PRC corporate income tax, if the indirect transfer is considered to be an abusive use of company
structure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at
a rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident
enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable
adjustment to the taxable income of the transaction.

 In
February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced
a new tax regime that is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect
transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer
of a foreign intermediate holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable
commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public
securities market. Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated
to pay for the transfer) of the taxable assets. Where a non-resident enterprise conducts an "indirect transfer" by transferring
the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being
the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority
such indirect transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the
overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring
PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC corporate income tax, and the transferee or other
person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer
of equity interests in a PRC resident enterprise.

 We
face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions
involving the transfer of shares in our company by investors that are non-PRC resident enterprises. The PRC tax authorities may pursue
such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation, and request our PRC
subsidiaries to assist in the filing. As a result, we and non-resident enterprises in such transactions may become at risk of being subject
to filing obligations or being taxed, under Circular 59 or Circular 698 and Circular 7, and may be required to expend valuable resources
to comply with Circular 59, Circular 698 and Circular 7 or to establish that we and our non-resident enterprises should not be taxed
under these circulars, which may have a material adverse effect on our financial condition and results of operations.

 The
PRC tax authorities have the discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital
gains based on the difference between the fair value of the taxable assets transferred and the cost of investment. Although we currently
have no plans to pursue any acquisitions in China or elsewhere in the world, we may pursue acquisitions in the future that may involve
complex corporate structures. If we are considered a non-resident enterprise under the PRC corporate income tax law and if the PRC tax
authorities make adjustments to the taxable income of the transactions under SAT Circular 59 or Circular 698 and Circular 7, our income
tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition
and results of operations.

 The
Chinese government may exert substantial interventions and influences over the manner in which our post-combination entity must conduct
its business activities that we cannot expect when we enter into a definitive agreement with a target company with major operation in
China. If the Chinese government establishes some new policies, regulations, rules, or laws in the industries where our post-combination
entity is in, our post-combination entity may subject to material change in its operations and the value of our ordinary shares.

 The
Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through
regulation and state ownership. The Chinese government may intervene or influence the operations of a target business that we acquire
at any time, which could result in a material change in our operations and/or the value of our securities.

 Our
post-combination entity's ability to operate in China may also be harmed by changes in its laws and regulations, including those
relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these
jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures
and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future,
including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional
or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular
regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

 For
example, the Chinese cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc. (NYSE:
DIDI) and two days later ordered that the company's app be removed from smartphone app stores. On July 24, 2021, the General Office
of the Communist Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further
Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which
foreign investment in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from
this sector.

 As
such, the post-combination entity's business segments may be subject to various government and regulatory interference in the provinces
in which they operate. The post-combination entity could be subject to regulation by various political and regulatory entities, including
various local and municipal agencies and government sub-divisions. We and our post-combination entity may incur increased costs necessary
to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted
overseas and/or over foreign investment in China-based issuers. Any such action could significantly limit or completely hinder our ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
It is uncertain when and whether we and our post-combination entity will be required to obtain permission from the PRC government to
list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although we
are currently not required to obtain permission from any of the PRC federal or local government and have not received any denial to list
on the U.S. exchange, our post-combination operations could be adversely affected, directly or indirectly, by existing or future laws
and regulations relating to our business or industry.

 PRC
laws and regulations governing our post-combination entity's business operations are sometimes vague and uncertain, which may result
in a material change to our operations and the value of our shares if we complete our business combination with a target in China. Additionally,
any changes in such laws and regulations may impair our ability to operate profitably.

 There
are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to,
the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances.
The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement
may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments
to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently
adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect
existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing
or new PRC laws or regulations may have on our post-combination entity's business.

 The
PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil
law system may be cited for reference but have limited precedential value. Since these laws and regulations are relatively new and the
PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and the
enforcement of these laws, regulations and rules involves uncertainties.

 In
1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The
overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign
investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may
not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and
regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing
statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the
level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability
to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous
legal actions or threats in attempts to extract payments or benefits from us.

the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or
at 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
after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs
and diversion of resources and management attention.

 From
time to time, our post-combination entity may have to resort to administrative and court proceedings to enforce our legal rights. However,
since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual
terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection our
post-combination entity enjoys than in more developed legal systems. Furthermore, the PRC legal system is based in part on government
policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect. As a result,
we and our post-combination entity may not be aware of our violation of these policies and rules until sometime after the violation.
Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and
procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect
our business and impede our post-combination entity's ability to continue its operations.

in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could
have a significant impact upon our ability to operate profitably in the PRC.

 Our
post-combination entity may conduct most of our operations and most of our revenue is generated in the PRC. Accordingly, economic, political
and legal developments in the PRC will significantly affect our post-combination entity's business, financial condition, results
of operations and prospects. Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects
on economic conditions in the PRC and the ability of businesses to operate profitably. Our post-combination entity's ability to
operate profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations
or their interpretation, particularly those dealing with the Internet, including censorship and other restriction on material which can
be transmitted over the Internet, security, intellectual property, money laundering, taxation and other laws that affect our post-combination
entity's ability to operate its business.

 China
Securities Regulatory Commission and other Chinese government agencies may exert more oversight and control over offerings that are conducted
overseas and foreign investment in China-based issuers. Additional compliance procedures may be required in connection with our Initial
Public Offering and our business combination process, and, if required, we cannot predict whether we will be able to obtain such approval.
As a result, both you and us face uncertainty about future actions by the PRC government that could significantly affect our ability
to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

 On
July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly
issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital
market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement
and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system
of extraterritorial application of the PRC securities laws. Since this document is relatively new, uncertainties still exist in relation
to how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed
implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations
will have on our future business combination with a company with major operation in China. Therefore, China Securities Regulatory Commission
and other Chinese government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment
in China-based issuers. Additional compliance procedures may be required in connection with our Initial Public Offering and our business
combination process, and, if required, we cannot predict whether we will be able to obtain such approval. As a result, both you and us
face uncertainty about future actions by the PRC government that could significantly affect our ability to offer or continue to offer
securities to investors and cause the value of our securities to significantly decline or be worthless.

 The
cash-flow structure of a post-acquisition company based in China or Hong Kong poses additional risks including, but not limited to, restrictions
on foreign exchange and restrictions on our ability to transfer cash between entities, across borders, and to U.S. investors.

 The
PRC government also has significant authority to exert restrictions on foreign exchange and our ability to transfer cash between entities,
across borders, and to U.S. investors that may apply if we acquire a company that is based in China or Hong Kong in an initial business
combination. We will be subject to restrictions on dividend payments as current regulations in China would permit our PRC subsidiary
to pay dividends to us only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards
and regulations. In addition, our PRC subsidiary will be required to set aside at least 10% (up to an aggregate amount equal to half
of its registered capital) of its accumulated profits each year. See "—If we successfully consummate a business combination
with a target business with primary operations in the PRC, we will be subject to restrictions on dividend payments following consummation
of our initial business combination."

 In
addition, we may be subject to restrictions on currency exchange as the PRC government may limit or eliminate our ability to utilize
cash generated in Renminbi, or RMB to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders,
including holders of our securities, and may limit our ability to obtain foreign currency through debt or equity financing. Should we
choose to acquire a company in China, exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of our
Initial Public Offering to acquire a target company in PRC and limit our ability to utilize our cash flow effectively following our initial
business combination. If we were to acquire a PRC company, the PRC regulation on loans to, and direct investment in, our PRC subsidiary
by offshore holding companies and governmental control in currency conversion may restrict our ability to make loans to or capital contributions
to our PRC subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

 These
restrictions will restrict our ability to distribute earnings from our businesses, including subsidiaries, to the parent company and
U.S. investors. In addition, fluctuations in exchange rates could result in foreign currency exchange losses to us and may reduce the
value of, and amount in U.S. Dollar of dividends payable on, our shares in foreign currency terms.

 As
of the date of this Form 10-K, there have not been any capital contribution or
shareholder loans by us to any PRC entities, we do not yet have any subsidiaries, and (except as described in this Form 10-K), we have
not received, declared or made any dividends or distributions.

 The
following illustrative table shows the post-business combination funds flow of the Company to the extent that the Company will acquire
a company based in the PRC through direct equity investment. We will not consummate our initial business combination with an entity or
business with China operations consolidated through a VIE structure.

 Note:

 (1)

 We
 may transfer funds to the target (PRC-based operations company) through an increase in the registered capital of or a shareholder
 loan to the target (PRC-based operations company). The target (PRC-based operations company) may in turn make distributions or pay
 dividends to us.

 The
PRC governmental authorities may take the view now or in the future that an approval from them is required for an overseas offering by
a company affiliated with Chinese businesses or persons or a business combination with a target business based in and primarily operating
in China.

 The
M&A Rules include, among other things, provisions that purport to require that an offshore special purpose vehicle formed for the
purpose of an overseas listing of securities in a PRC company obtain the approval of the CSRC prior to the listing and trading of such
special purpose vehicle's securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website
procedures specifying documents and materials required to be submitted to it by special purpose vehicles seeking CSRC's approval
of overseas listings. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules and the CSRC
approval requirement to offshore special purpose vehicles.

 Moreover,
except for emphasizing the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision
over overseas listings by Chinese companies, the Opinions, which was made available to the public on July 6, 2021, also provides that
the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will
clarify the duties of domestic regulatory authorities.

 On
December 24, 2021, the State Council published the draft Administrative Provisions on the Overseas Issuance and Listing of Securities
by Domestic Companies (Draft for Comments) (the "Administrative Provisions"), and the CSRC published the draft Measures for
Record-filings of the Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments) (the "Administrative
Measures"), for public comment. Pursuant to Article 2 of the Administrative Provisions, domestic enterprises that (i) offer shares,
depository receipts, convertible notes or other equity securities overseas, or (ii) list securities on an overseas stock exchange, must
complete record-filing procedures and report the relevant information to the CSRC. The CSRC shall determine the record-filing method.
Pursuant to the Article 2 of the Administrative Measures, domestic enterprises that directly or indirectly offer or list securities on
an overseas stock exchange shall file with the CSRC within three business days after submitting their initial public offering and/or
listing application documents. The requested filing documents include but are not limited to: (1) a filing report and related undertakings;
(2) regulatory opinions, filing or approval documents issued by the relevant authorities (if applicable); (3) security review opinions
issued by the relevant authorities, if applicable; (4) a PRC legal opinion; and (5) a prospectus.

 On
December 27, 2021, the NDRC and the MOFCOM jointly promulgated the Special Administrative Measure (Negative List) for the Access of Foreign
Investment (2021 Version), or the Negative List, which became effective on January 1, 2022. According to Article 6 of the Negative List,
domestic enterprises engaging in businesses in which foreign investment is prohibited shall obtain approval from the relevant authorities
before offering and listing their shares on an overseas stock exchange. In addition, certain foreign investors shall not be involved
in the operation or management of the relevant enterprise, and shareholding percentage restrictions under relevant domestic securities
investment management regulations shall apply to such foreign investors.

 Based
on our understanding of the current PRC laws and regulations in effect at the time of this Form 10-K, no prior permission is required
under the M&A Rules, the Opinions or the Negative List from any PRC governmental authorities (including the CSRC) for consummating
our Initial Public Offering by our company, given that: (a) the CSRC currently has not issued any definitive rule or interpretation concerning
whether offerings like ours under this Form 10-K are subject to the M&A Rules; and (b) our company is a blank check company newly
incorporated in Cayman Islands rather than China and currently the company conducts no business in China. However, there remains some
uncertainty as to how the M&A Rules, the Opinions, or the Administrative Provisions and the Administrative Measures, if enacted,
will be interpreted or implemented in the context of an overseas offering or if we decide to consummate the business combination with
a target business based in and primarily operating in China. If the CSRC or another PRC governmental authority subsequently determines
that its approval is needed for our Initial Public Offering, or a business combination with a target business based in and primarily
operating in China, we may face approval delays, adverse actions or sanctions by the CSRC or other PRC governmental authorities. In any
such event, these governmental authorities may delay our Initial Public Offering or a potential business combination, impose fines and
penalties, limit our operations in China, or take other actions that could materially adversely affect our business, financial condition,
results of operations, reputation and prospects, as well as the trading price of our securities.

 As
of the date of this Form 10-K, we have not received any inquiry, notice, warning, sanctions or regulatory objection to our Initial Public
Offering from the CSRC or any other PRC governmental authorities.

 Our
company is a blank check company incorporated under the laws of the Cayman Islands. We currently do not hold any equity interest in any
PRC company or operate any business in China. Therefore, we are not required to obtain any permission from any PRC governmental authorities
to operate our business as currently conducted. If we decide to consummate our business combination with a target business based in and
primarily operating in China, the combined company's business operations in China through its subsidiaries are subject to relevant
requirements to obtain applicable licenses from PRC governmental authorities under relevant PRC laws and regulations.

 If
we select a business combination target that operates in the PRC, the approval of the China Securities Regulatory Commission (the "CSRC"),
the Cybersecurity Review Office ("CRO"), the Central Cyberspace Affairs Commission and/or other PRC authority may be required
for our initial business combination under PRC law.

 The
Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the "M&A Rules") requires overseas
special purpose vehicles that are controlled by PRC companies or individuals formed for the purpose of seeking a public listing on an
overseas stock exchange through acquisitions of PRC domestic companies using shares of such special purpose vehicles or held by their
shareholders as considerations to obtain the approval of the CSRC, prior to the listing and trading of such special purpose vehicle's
securities on an overseas stock exchange. However, the application of the M&A Rules remains unclear. If CSRC approval is required
for our initial business combination, it is uncertain whether it would be possible for us to obtain the approval. Any failure to obtain
or delay in obtaining CSRC approval for our initial business combination would subject us to sanctions imposed by the CSRC and other
PRC regulatory agencies.

 Additionally,
on July 10, 2021, the Cybersecurity Administration of China ("CAC") released a draft of the revised Cybersecurity Review
Measures for public consultation until July 25, 2021 (the "2021 Measures"). The 2021 Measures apply to any business operator
that holds the personal information of more than one million users when it intends to seek a foreign listing. Upon receipt of an application,
if the CRO decides to conduct a review, the CRO will complete a preliminary review and send recommendations to a designated body of members
of the network security review mechanism and certain government departments for further consideration. The CSRC has been added in the
2021 Measures to the list of mainland Chinese authorities that are to be involved in formulating the national network security review
mechanism. This means that the CSRC can instruct the CRO to obtain approval from the Central Cyberspace Affairs Commission to conduct
a cybersecurity review of any proposed foreign public offering of a mainland Chinese operator where the capital markets regulator considers
the listing affects or is likely to affect China's national security. The proposed rules might impact the timetable of our initial
business combination and the certainty of our initial business combination, if the target company we have identified is subject to the
2021 Measures or the final Cybersecurity Review Measures.

 Further
regulations or regulatory actions in the PRC could affect the timetable and closing certainty of our Initial Public Offering and/or our
initial business combination.

 Further,
on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council of
the PRC jointly issued the "Opinion on Strictly Punishing Illegal Securities Activities according to Law" ()
(the "Opinion"). The Opinion specifies the target of upgrading the securities law-enforcement and judicial systems by 2022
and 2025, including effectively curbing the frequent occurrence of major illegal and criminal cases, as well as making notable advances
in the transparency, standardization and credibility in the securities law-enforcement and judicial system. In particular, Clause 5 of
the Opinion is entitled "Further Enhancing Cross-Border Regulatory Oversight, Enforcement and Judicial Cooperation." The
Opinion may require or facilitate further regulations or regulatory actions applicable to Chinese companies seeking to be listed overseas,
including in the U.S., which regulations could be applicable to our Initial Public Offering, our initial business combination or the
target company we identify and impact the timetable and closing certainty of our Initial Public Offering and/or our initial business

 The
M&A Rules and certain other People's Republic of China regulations establish complex procedures for some acquisitions of Chinese
companies by foreign investors, which could make it more difficult for us to pursue an acquisition in China.

 The
M&A Rules and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements
that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some
instances that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC
domestic enterprise. Moreover, the Anti-Monopoly Law requires that the MOFCOM shall be notified in advance of any concentration of undertaking
if certain thresholds are triggered. In addition, the security review rules issued by the MOFCOM that became effective in September 2011
specify that mergers and acquisitions by foreign investors that raise "national defense and security" concerns and mergers
and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise "national security"
concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including
by structuring the transaction through a proxy or contractual control arrangement. In the future, we may acquire a complementary business.
Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming,
and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our
ability to complete such transactions, which could affect our ability to complete our initial business combination.

 Substantial
uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and how it may impact our ability
to pursue an acquisition in China.

 On
March 15, 2019, the PRC National People's Congress approved the Foreign Investment Law, which came into effect on January 1, 2020
and replaces the trio of existing laws regulating foreign investment in the PRC, namely, the Sino-Foreign Equity Joint Venture Enterprise
Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-Invested Enterprise Law, together with their implementation
rules and ancillary regulations and become the legal foundation for foreign investment in the PRC. Meanwhile, the Implementation Regulation
of the Foreign Investment Law and the Measures for Reporting of Information on Foreign Investment came into effect as of January 1, 2020,
which clarified and elaborated the relevant provisions of the Foreign Investment Law.

 The
Foreign Investment Law sets out the basic regulatory framework for foreign investments and proposes to implement a system of pre-entry
national treatment with a negative list for foreign investments, pursuant to which (i) foreign entities and individuals are prohibited
from investing in the areas that are not open to foreign investments, (ii) foreign investments in the restricted industries must satisfy
certain requirements under the law, and (iii) foreign investments in business sectors outside of the negative list will be treated equally
with domestic investments. The Foreign Investment Law also sets forth necessary mechanisms to facilitate, protect and manage foreign
investments and proposes to establish a foreign investment information reporting system, through which foreign investors or foreign-invested
enterprises are required to submit initial report, report of changes, report of deregistration and annual report relating to their investments
to the Ministry of Commerce, or MOFCOM, or its local branches.

 If,
after our initial business combination, substantially all of our assets will be located in China and substantially all of our revenue
will be derived from our operations there, our results of operations and prospects and trading prices of our securities will be subject,
to a significant extent, to the economic, political and legal policies, developments and conditions in China as well as litigation and
publicity surrounding China-based companies listed in the United States.

 The
economic, political and social conditions, as well as government policies, of China could affect our business. The economies in Asia
differ from the economies of most developed countries in many respects. For the most part, such economies have grown at a rate in excess
of the United States; however, (1) such economic growth has been uneven, both geographically and among various sectors of the economy
and (2) such growth may not be sustained in the future. If in the future such country's economy experiences a downturn or grows
at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain
industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial
business combination and if we effect our initial business combination, the ability of that target business to become profitable.

 We
believe that litigation and negative publicity surrounding companies with operations in China that are listed in the United States have
negatively impacted stock prices for these companies. Various equity-based research organizations have published reports on China-based
companies after examining their corporate governance practices, related party transactions, sales practices and financial statements,
and these reports have led to special investigations and listing suspensions on U.S. national exchanges. Any similar scrutiny of our
assets and operation, in China, if any, regardless of its lack of merit, could result in a diversion of management resources and energy,
potential costs to defend ourselves against rumors, decreases and volatility in the trading price of our securities, and increased directors
and officers insurance premiums and could have an adverse effect upon our business, including our results of operations, financial condition,
cash flows and prospects.

 China's
economic, political and social conditions, as well as changes in any government policies, laws and regulations, could have a material
adverse effect on our business.

 A
substantial portion of our operations may be conducted in China, and a significant portion of our net revenues may be derived from customers
where the contracting entity is located in China. Accordingly, our business, financial condition, results of operations, prospects and
certain transactions we may undertake may be subject, to a significant extent, to economic, political and legal developments in China.

 China's
economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level
of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant
growth in the past two to three decades, growth has been uneven, both geographically and among various sectors of the economy. Demand
for target services and products depends, in large part, on economic conditions in China. Any slowdown in China's economic growth
may cause our potential customers to delay or cancel their plans to purchase our services and products, which in turn could reduce our
net revenues.

China's economy has been transitioning from a planned economy to a more market oriented economy since the late 1970s, the PRC government
continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises
significant control over China's economic growth through allocating resources, controlling the incurrence and payment of foreign
currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
Changes in any of these policies, laws and regulations could adversely affect the economy in China and could have a material adverse
effect on our business.

 The
PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation
of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce
new measures that will have a negative effect on us. China's social and political conditions may change and become unstable. Any
sudden changes to China's political system or the occurrence of widespread social unrest could have a material adverse effect on
our business and results of operations.

 After
we consummate a business combination in China, our operating company in China will be subject to restrictions on dividend payments.

 After
we consummate a business combination, we may rely on dividends and other distributions from our operating company to provide us with
cash flow and to meet our other obligations. Current regulations in China would permit our operating company in China to pay dividends
to us only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards and regulations.
In addition, 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 capital) of its accumulated profits each year. Such cash reserve may not be distributed as cash dividends. In addition, if
our operating company in China incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability
to pay dividends or make other payments to us.

 If
we merge with a China-based operating company, then PRC regulation on loans to, and direct investment in, PRC entities by offshore holding
companies and governmental control in currency conversion may delay or prevent us from making loans to or making additional capital contributions
to our PRC entity, if any, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

 We
are an exempted company incorporated in the Cayman Islands with limited liability structured as a blank check company and may conduct
our operations in China through a PRC entity. As permitted under PRC laws and regulations, we may make loans to our PRC entity subject
to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our PRC entity.
Furthermore, loans by us to our PRC entity to finance its activities cannot exceed the difference between their respective total project
investment amount and registered capital or 2.5 times of their net worth and capital contributions to our PRC entity will be subject
to the requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System and registration
with other governmental authorities in China.

 The
SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement
of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant
Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested
Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration
of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration
of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted
from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used
for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of bank loans that have been transferred
to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested
enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated
capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear
whether the SAFE will permit such capital to be used for equity investments in the PRC in actual practice. The SAFE promulgated the Notice
of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital
Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes
the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company
to issue RMB entrusted loans to a prohibition against using such capital to grant loans to non-associated enterprises. Violations of
SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly
limit our ability to transfer any foreign currency we hold, including the net proceeds from our Initial Public Offering, to our PRC entity,
which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

 In
light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding
companies, and the fact that the PRC government may at its discretion restrict access to foreign currencies for current account transactions
in the future, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government
approvals on a timely basis, if at all, with respect to future loans by us to our PRC entity or with respect to future capital contributions
by us to our PRC entity. If we merge with a China-based operating company, and if we fail to complete such registrations or obtain such
approvals, our ability to use the proceeds from our Initial Public Offering and to capitalize or otherwise fund our PRC operations may
be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

 If
we successfully consummate a business combination with a target business with primary operations in the PRC, we will be subject to restrictions
on dividend payments following consummation of our initial business combination.

 After
we consummate our initial business combination, we may rely on dividends and other distributions from our operating company to provide
us with cash flow and to meet our other obligations. Current regulations in China would permit our operating company in China to pay
dividends to us only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards
and regulations.

 In
addition, 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
capital) of its accumulated profits each year. Each of our PRC subsidiaries as a foreign invested enterprise, is also required to further
set 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
at its discretion. Such cash reserve may not be distributed as cash dividends. In addition, if our operating company in China incurs
debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments
to us.

 In
addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable
to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties
or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises
are incorporated.

 Governmental
control of currency conversion may limit our ability to utilize our net revenue effectively and affect the value of your investment.

our initial business combination with a PRC target company, we will be subject to the PRC's rules and regulations on currency conversion.
In the PRC, the SAFE regulates the conversion of the Renminbi into foreign currencies. The PRC government imposes controls on the convertibility
of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China.

 Under
PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and
service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain
procedural requirements. Under existing exchange restrictions, without prior approval of SAFE, cash generated from PRC subsidiaries in
China may be used to pay dividends.

 However,
approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency
and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government
may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control
system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not pay dividends in
foreign currencies to our shareholders.

 PRC
regulatory authorities could impose further restrictions on the convertibility of the Renminbi. Any future restrictions on currency exchanges
may limit our ability to use the proceeds of our Initial Public Offering in an initial business combination with a PRC target company
and the use our cash flow for the distribution of dividends to our shareholders or to fund operations we may have outside of the PRC.

 If
we merge with a China-based operating company, then there are significant uncertainties under the PRC Enterprise Income Tax Law relating
to the withholding tax liabilities of the PRC entity, and dividends payable by the PRC entity to our offshore entity may not qualify
for certain treaty benefits.

 Under
the PRC Enterprise Income Tax Law ("PRC EIT Law") and its implementation rules, if following our initial business combination
we are a non-resident enterprise, that is, an enterprise lawfully incorporated pursuant to the laws of a foreign country (region) that
has an office or premises established in China with no actual management functions performed in China, or an enterprise that has income
derived from or accruing in China although it does not have an office or premises in China, will be subject to a withholding tax rate
of 10%. Under the Notice of the State Administration of Taxation on Issues regarding the Administration of the Dividend Provision in
Tax Treaties promulgated on February 20, 2009, the taxpayer needs to satisfy certain conditions to utilize the benefits under a tax treaty.
These conditions include: (1) the taxpayer must be the beneficial owner of the relevant dividends, and (2) the corporate shareholder
to receive dividends from the PRC entity must have continuously met the direct ownership thresholds during the 12 consecutive months
preceding the receipt of the dividends. Further, under Announcement of the State Administration of Taxation on Issues Relating to "Beneficial
Owner" in Tax Treaties, which took effect on April 1, 2018, a "Beneficial Owner" shall mean a person who has ownership
and control over the income and the rights and property from which the income is derived. To determine the "beneficial owner"
status of a resident of the treaty counterparty who needs to take advantage of the tax treaty benefits, a comprehensive analysis shall
be carried out, taking into account actual conditions of the specific case.

 Entitlement
to a lower tax rate on dividends according to tax treaties or arrangements between the PRC central government and governments of other
countries or regions is subject to Announcement of State Taxation Administration on Promulgation of the Administrative Measures on Non-resident
Taxpayers Enjoying Treaty Benefits, or Circular 35. Circular 35 provides that non-resident enterprises are not required to obtain pre-approval
from the relevant tax authority in order to enjoy the reduced withholding tax. Instead, non-resident enterprises and their withholding
agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply
the reduced withholding tax rate, and file necessary forms and supporting documents when performing tax filings, which will be subject
to post-tax filing examinations by the relevant tax authorities.

 In
addition, in response to the persistent capital outflow in China and the RMB's depreciation against the U.S. dollar in the fourth
quarter of 2016, the People's Bank of China and SAFE promulgated a series of capital control measures in early 2017, including
stricter vetting procedures for domestic companies to remit foreign currency for overseas investments, dividends payments and shareholder
loan repayments. The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process
may be put forward by SAFE for cross-border transactions falling under both the current account and the capital account. Any limitation
on the ability of us to pay dividends or make other kinds of payments to us following our initial business combination could materially
and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or
otherwise fund and conduct our business.

 PRC
regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial
owners or any future PRC subsidiaries to liability or penalties, limit our ability to inject capital into any PRC subsidiaries, limit
any PRC subsidiary's ability to increase its registered capital or distribute profits to us, or may otherwise adversely affect
us.

 In
July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Offshore
Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37, to replace the Notice on Relevant
Issues Concerning Foreign Exchange Administration for Domestic Residents' Financing and Roundtrip Investment Through Offshore Special
Purpose Vehicles, or SAFE Circular 75, which ceased to be effective upon the promulgation of SAFE Circular 37.

 SAFE
Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities) to register with SAFE or its local branches
in connection with their direct or indirect offshore investment activities. SAFE Circular 37 applies to our shareholders who are PRC
residents and may apply to any offshore acquisitions that we make in the future.

 Under
SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments
in offshore special purpose vehicles, or SPVs, must register such investments with SAFE or its local branches. In addition, any PRC resident
who is a direct or indirect shareholder of an SPV must update its filed registration with the local branch of SAFE with respect to that
SPV, to reflect any material change.

 If
our shareholders who are PRC residents or entities fail to make the required registration or to update the previously filed registration,
any PRC subsidiaries may be prohibited from distributing their profits and any proceeds from any reduction in capital, share transfer
or liquidation to us, and we may be restricted in our ability to contribute additional capital to any PRC subsidiaries. On February 13,
2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or
SAFE Notice 13, which became effective on June 1, 2015.

 Under
SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments,
including those required under SAFE Circular 37, will be filed with qualified banks instead of SAFE. The qualified banks will directly
examine the applications and accept registrations under the supervision of SAFE.

 We
have requested PRC residents who we know hold direct or indirect interests in us to make the necessary applications, filings and registrations
as required under SAFE Circular 37. We believe that most of these shareholders have completed the initial foreign exchange registrations
with relevant banks. However, these individuals may not continue to make required filings or updates in a timely manner, or at all.

 We
may not know the identities of all PRC residents holding direct or indirect interest in our company. Any failure or inability by such
individuals to comply with SAFE regulations may subject us to fines or legal sanctions, restrict our cross-border investment activities,
and limit any PRC subsidiary's ability to distribute dividends to us. As a result, our business and our ability to make distributions
to you could be materially adversely affected.

as these foreign exchange regulations are still relatively new and their interpretation and implementation have been evolving, it is
unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended
and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process
with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may
adversely affect our financial condition and results of operations.

 If
we acquire a PRC domestic company, we or the owners of such company, as the case may be, may not obtain the necessary approvals or complete
the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our
acquisition strategy and could adversely affect our business and prospects.

a majority of our executive officers and directors are located in or have significant ties to the PRC, you may face difficulties in protecting
your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

 Our
Chairwoman of the Board, Xinfeng Feng, and two of our directors, Li Wei and Wen He, are residents of mainland China. Our Chief Financial
Officer, Jichuan Yang, is a resident of Hong Kong. As a result, legal claims against us or our executive officers and directors may be
difficult or impossible for investors to pursue in U.S. courts. Moreover, even if an investor obtains a judgment in a U.S. court against
one of our directors or officers, the investor may be unable to enforce such judgment on these directors and officers. It will equally
be difficult to effect service of process upon us or those persons inside the PRC. PRC courts may only recognize and enforce foreign
judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between the PRC and the country
where the judgment is made or on principles of reciprocity between jurisdictions. This is reflected in a number of bilateral treaties
signed by the PRC, which provide that lack of jurisdiction of the judgment court can be a ground for refusal. Further, a foreign judgment
cannot be recognized and enforced in the PRC if a Chinese court has rendered a judgment on the same subject matter or recognized and
enforced another foreign judgment or arbitral award on the same subject matter. In addition, according to the PRC Civil Procedures Law,
the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates
the basic principles of PRC laws or national sovereignty, security, or public interest. The PRC has no treaties or other forms of written
arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. As a result, it
may be difficult for investors to effect service of process within the United States upon us or our executive officers or directors who
are residents of the PRC, or to enforce judgments in the PRC (including Hong Kong and Macau) that are obtained in U.S. courts against
us or such individuals, including judgments predicated upon the civil liability provisions of the securities laws of the United States
or any state thereof. Even with proper service of process, the enforcement of judgments obtained in U.S. courts or foreign courts based
on the civil liability provisions of the U.S. federal securities laws would be extremely difficult given the PRC Civil Procedures Law
and the lack of a treaty or principles of reciprocity providing for the recognition and enforcement of U.S. judgments. Furthermore, there
would be added costs and issues with bringing an original action in foreign courts to enforce liabilities based on the U.S. federal securities
laws against us or our officers and directors, and they still may be fruitless.

 The
recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the HFCAA all call for additional and more
stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S.
auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering.

 On
April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint
statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including
China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers
in emerging markets, including China, and higher risks of fraud in emerging markets.

 On
May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating
in "Restrictive Market", (ii) adopt a new requirement relating to the qualification of management or board of director for
Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications
of the company's auditors.

 On
May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act (the "HFCAA") requiring a foreign company
to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company
uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company's auditors for three consecutive
years, the issuer's securities are prohibited to trade on a national securities exchange or in the over the counter trading market
in the U.S. On December 2, 2020, the U.S. House of Representatives approved the HFCAA. On December 18, 2020, the HFCAA was signed into
law.

 On
March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure
requirements of the Act. The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report
on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction
and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that
jurisdiction. The SEC will implement a process for identifying such a registrant and any such identified registrant will be required
to submit documentation to the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction
and will also require disclosure in the registrant's annual report regarding the audit arrangements of, and governmental influence
on, such a registrant.

 On
June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if passed by the U.S. House
of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions
under the HFCAA from three years to two. If our auditor cannot be inspected by the PCAOB for two consecutive years, the trading of our
securities on any U.S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.

 On
September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining,
as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms
located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

 On
December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The
rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public
accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a
position taken by an authority in foreign jurisdictions.

 On
December 16, 2021, the SEC announced that the PCAOB designated China and Hong Kong as the jurisdictions where the PCAOB is not allowed
to conduct full and complete audit inspections as mandated under the HFCAA. The Company's auditor is based in the United States
and therefore is not affected by this mandate by the PCAOB.

 On
August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance
of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered
in mainland China and Hong Kong completely, consistent with U.S. law. The Statement of Protocol gives the PCAOB sole discretion to select
the firms, audit engagements and potential violations it inspects and investigates and put in place procedures for PCAOB inspectors and
investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed. In
addition, the Statement of Protocol grants the PCAOB direct access to interview and take testimony from all personnel associated with
the audits the PCAOB inspects or investigates. While significant, uncertainties still exist as to how the Statement of Protocol will
be implemented and whether the applicable parties will comply with the framework.

 The
lack of access to the PCAOB inspection in certain emerging markets prevents the PCAOB from fully evaluating audits and quality control
procedures of the auditors based in those emerging markets. As a result, the investors may be deprived of the benefits of such PCAOB
inspections. The inability of the PCAOB to conduct inspections of auditors in certain emerging markets makes it more difficult to evaluate
the effectiveness of these accounting firms' audit procedures or quality control procedures as compared to auditors outside of
those emerging markets that are subject to the PCAOB inspections, which could cause existing and potential investors in our shares to
lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

 Our
auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this Form 10-K, as an auditor
of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States
pursuant to which the PCAOB conducts regular inspections to assess our auditor's compliance with the applicable professional standards.
Our auditor is subject to inspection by the PCAOB on a regular basis with the last inspection report dated June 28, 2021. As such, as
of the date of this Form 10-K, our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021.

 While
the Company's auditor is based in the U.S. and is registered with the PCAOB and subject to PCAOB inspection, it may later be determined
that the PCAOB is unable to inspect or investigate completely the Company's auditor because of a position taken by an authority
in a foreign jurisdiction. In addition, if we effect our initial business combination with a business located in the PRC and our new
auditor is located in the PRC, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese
authorities, the work of our new auditor as it relates to those operations may not inspected by the PCAOB. In either case, such lack
of inspection could cause trading in the Company's securities to be prohibited under the HFCAA, and ultimately result in a determination
by a securities exchange to delist the Company's securities. Furthermore, the recent developments would add uncertainties to our
offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after
considering the effectiveness of our auditor's audit procedures and quality control procedures, adequacy of personnel and training,
or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. It remains unclear
what the SEC's implementation process related to the above rules will entail or what further actions the SEC, the PCAOB or Nasdaq
will take to address these issues and what impact those actions will have on U.S. companies that have significant operations in certain
emerging markets and have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter stock
market). In addition, the above amendments and any additional actions, proceedings, or new rules resulting from these efforts to increase
U.S. regulatory access to audit information could create some uncertainty for investors, the market price of our ordinary shares could
be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required
to engage a new audit firm, which would require significant expense and management time.

 General
Risk Factors

 Unanticipated
changes in our effective tax rate or challenges by tax authorities could harm our future results.

 We
may become subject to income taxes in various other jurisdictions in the future. Our effective tax rate could be adversely affected by
changes in the allocation of our pre-tax earnings and losses among countries with differing statutory tax rates, in certain non-deductible
expenses as a result of acquisitions, in the valuation of our deferred tax assets and liabilities, or in federal, state, local or non-U.S.
tax laws and accounting principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents.
Increases in our effective tax rate would adversely affect our operating results. In addition, we may be subject to income tax audits
by various tax jurisdictions throughout the world. The application of tax laws in such jurisdictions may be subject to diverging and
sometimes conflicting interpretations by tax authorities in these jurisdictions. Although we believe our income tax liabilities are reasonably
estimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions
in any period could have a material impact on the results of operations for that period.

we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to
protect your rights through the U.S. federal courts may be limited.

 We
are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service
of process within the United States upon our directors or executive officers, or enforce judgments obtained in the U.S. courts against
our directors or officers.

 Our
corporate affairs are governed by our Third Amended and Restated Memorandum and Articles of Association, the Companies Act (as the same
may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities
laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the
fiduciary responsibilities of our directors to us under Cayman Islands law are to 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 limited judicial precedent in the Cayman Islands
as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the
Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different
from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands
has a different body of securities laws as compared to the United States, and certain states, may have more fully developed and judicially
interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative
action in a federal court of the United States.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results
of operations.

 We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply
with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult,
time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and
those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to
comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, investments
and results of operations.

 We
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make
our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

 We
are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important.
We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including
if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case
we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities
less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance
on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading
market for our securities and the trading prices of our securities may be more volatile.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that 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
extended transition period, which means that when a standard is issued or revised and it has different application dates for public or
private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accountant standards used.

 Additionally,
we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the end of the prior June 30 th, or (2) our annual revenues exceeded $100
million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as
of the prior June 30 th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison
of our financial statements with other public companies difficult or impossible.

 If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our business combination.

 If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

 restrictions
 on the nature of our investments; and

 restrictions
 on the issuance of securities, each of which may make it difficult for us to complete our business combination.

 In
addition, we may have imposed upon us burdensome requirements, including:

 registration
 as an investment company;

 adoption
 of a specific form of corporate structure; and

 reporting,
 record keeping, voting, proxy and disclosure requirements and other rules and regulations.

 In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities
do not include investing, reinvesting, owning, holding or trading "investment securities" constituting more than 40% of our
total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and
complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to
buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to
be a passive investor.

 We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held
in the trust account may only be invested in United States "government securities" within 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 meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the Trust
Agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these
instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and
selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an "investment company"
within the meaning of the Investment Company Act. Our Initial Public Offering is not intended for persons who are seeking a return on
investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the
earliest to occur of: (i) the completion of our primary business objective, which is a business combination; (ii) the redemption of any
public shares properly submitted in connection with a shareholder vote to amend our Third Amended and Restated Memorandum and Articles
of Association to modify (A) the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 9 months from the closing of our
Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, within 18 months from the
closing of our Initial Public Offering (as further described in this Form 10-K) or (B) with respect to any other provision relating to
shareholders' rights or pre-initial business combination activity; or (iii) absent a business combination, our return of the funds
held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds
as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company
Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may
hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public shareholders
may receive only approximately $10.18 per share on the liquidation of our trust account and our warrants and rights will expire worthless.
In certain circumstances, our public shareholders may receive less than $10.18 per share on the redemption of their shares. See "—
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount
received by shareholders may be less than $10.18 per share" and other risk factors in this section.

 Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our initial business combination, require substantial
financial and management resources, and increase the time and costs of completing an acquisition.

 Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report
on Form 10-K for the year ending December 31, 2023. Only in the event we are deemed to be a large accelerated filer or an accelerated
filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control
over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent
registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank
check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public
companies because a target company with which we seek to complete our business combination may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to
achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

 Provisions
in our Third Amended and Restated Memorandum and Articles of Association may inhibit a takeover of us, which could limit the price
investors might be willing to pay in the future for our ordinary shares and could entrench management.

 Our
Third Amended and Restated Memorandum and Articles of Association contains provisions that may discourage unsolicited takeover proposals
that shareholders may consider to be in their best interests. These provisions include a staggered Board and the ability of the Board
to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage
transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

 We
may not hold an annual meeting of shareholders until after the consummation of our initial business combination, which could delay the
opportunity for our shareholders to elect directors.

 In
accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until no later than one year
after our first fiscal year end following our listing on NASDAQ. There is no requirement under the Companies Act for us to hold annual
or general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity
to discuss company affairs with management. Our Board is divided into three classes with only one class of directors being appointed
in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.
In addition, as holders of our ordinary shares, our public shareholders will not have the right to vote on the appointment of directors
until after the consummation of our initial business combination. Accordingly, you may not have any say in the management of our company
prior to the consummation of an initial business combination.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
1C. CYBERSECURITY

 None.

 ITEM
2. PROPERTY

 We
currently maintain our executive offices at 500 5 th Avenue, Suite 938, New York, NY 10110. The cost for our use of this space
is included in the $10,000 per month fee we will pay to our sponsor for office space, utilities and secretarial and administrative services.
We consider our current office space adequate for our current operations.

 ITEM
3. LEGAL PROCEEDINGS

 None.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
units, ordinary shares, rights and warrants are each traded on the Nasdaq Global Market ("Nasdaq") under the symbols "ATMCU,"
"ATMC," "ATMCR" and "ATMCW," respectively. Our units commenced public trading on December 30, 2022,
and our ordinary shares, rights, and warrants commenced separate trading on January 19, 2023.

 Holders

 As
of December 31, 2023, we had 3 holder of record of our ordinary shares, 2 holders of record of our units, 1 holder of record of our rights
and 1 holders of record of our warrants.

 Dividends

 We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition and will
be within the discretion of our board of directors. Further, if we incur any indebtedness, our ability to declare dividends may be limited
by restrictive covenants we may agree to in connection therewith.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 None.

 Unregistered
Sale of Equity Securities

 On
September 28, 2021, our Sponsor acquired 1,437,500 founder shares for an aggregate purchase price of $25,000. On January 8, 2022, our
Sponsor acquired an additional 287,500 founder shares for no additional consideration, resulting in our Sponsor holding an aggregate
of 1,725,000 founder shares. Concurrent with the closing of the Initial Public Offering, our Sponsor sold to Chardan or its designees
132,825 of these founder shares at a purchase price of $2.00 per share and an aggregate purchase price of $265,650.

with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreement, the Company completed the private sale of 370,500
units (the "Private Placement Units") to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating
gross proceeds to the Company of $3,705,000. The Private Placement Units are identical to the Units sold in the IPO. No underwriting
discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were
paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act of 1933, as amended. On January 9, 2023, simultaneously with the sale of the over-allotment
Units, the Company consummated the private sale of an additional 38,700 Private Placement Units, generating additional gross proceeds
of $387,000.

 Use
of Proceeds

 On
January 4, 2023, the Company consummated the initial public offering of 6,000,000 Units (the "Units" and, with respect to
the Ordinary shares included in the Units sold, the "Public Shares"), including 900,000 Units that were issued pursuant to
the underwriters' exercise of their over-allotment option in full on January 9, 2023, at $10.00 per Unit, generating gross proceeds
of $69,000,000.

 NTD: to be confirmed by AST.

with the closing of the initial public offering, we consummated the sale of 370,500 Private Placement Units at a price of $10.00 per
warrant, generating gross proceeds of $3,705,000. On January 9, 2023, simultaneously with the sale of the over-allotment Units, the Company
consummated the private sale of an additional 38,700 Private Units, generating additional gross proceeds of $387,000.

 The
underwriter was paid a cash underwriting discount of $0.20 per Unit, or $1,725,000 in the aggregate upon the closing of the Initial Public
Offering.

 On
September 30, 2021, we issued an unsecured promissory note to our Sponsor (the "Promissory Note"), pursuant to which we received
proceeds of $300,000 to cover expenses related to the initial public offering.

 After
deducting the underwriting discounts and commissions and offering expenses, the total net proceeds from the initial public offering and
the sale of the Private Placement Warrants $70,242,000 (or $10.18 per share sold in the initial public offering) was placed in the Trust
Account.

 Repurchases

 None.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 References
to the "Company," "our," "us" or "we" refer to AlphaTime Acquisition Corp. The following
discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the audited
financial statements and the notes related thereto which are included in "Item 8. Financial Statements and Supplementary Data"
of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results
may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth
under "Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary," "Item 1A. Risk Factors"
and elsewhere in this Annual Report on Form 10-K.

 Overview

 We
are a blank check company incorporated on September 15, 2021 ("inception") as a Cayman Islands exempted company and formed
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses. We have generated no revenues to date, and we do not expect that we will generate operating revenues at
the earliest until we consummate our initial business combination. We have not selected any specific business combination target and
we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination
target with respect to an initial business combination with us.

 While
we may pursue an acquisition or a business combination target in any business or industry, we intend to focus our search on a rapidly-growing
and large-scaled target, including but not limited to, targets in the following space: fintech, alternative and clean energy, biotech,
logistics, industrial software, artificial intelligence ("AI") and cloud industry, that can benefit from the expertise and
capabilities of our management team. Our efforts in identifying prospective target businesses will not be limited to a particular geographic
region, although we intend to focus on businesses in Asia.

 Results
of Operations

 We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception to December 31, 2023,
have been organizational activities and those necessary to consummate the Initial Public Offering ("IPO"), described
below, and the search for a business combination target. Following our IPO, we did not generate any operating revenues until the
completion of our initial business combination. We generate non-operating income in the form of interest and dividend income after
the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and
auditing compliance), as well as for due diligence expenses.

 For
the year ended December 31, 2023, we had a net income of $1,941,118, which consists of income earned on Trust Account of $3,130,199 offset
by loss of $1,189,081 derived from formation and operating costs.

 For
the year ended December 31, 2022, we had a loss of $784 derived from formation and operating costs.

 Liquidity
and Capital Resources

 On
January 4, 2023, we consummated our IPO of 6,000,000 units (the "Units"), at $10.00 per Unit, generating gross proceeds of
$60,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 370,500 Private Placement Units at a price of $10.00
per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $3,705,000.

 On
January 6, 2023, and effective January 9, 2023, the underwriters in our IPO purchased an additional 900,000 Units to exercise its over-allotment
option in full at a purchase price of $10.00 per Unit, generating gross proceeds of $9,000,000. Simultaneously with the closing of the
full exercise of the over-allotment option, we completed the private sale of an aggregate of 38,700 Private Placement Units, at a purchase
price of $10.00 per Private Placement Unit, generating gross proceeds of $387,000. Transaction costs amounted to $4,892,699 consisting
of $1,612,500 of underwriting discount, $2,415,000 of deferred underwriting commission and $865,199 of other offering costs.

the closing of our IPO and the sale of over-allotment units, an aggregate of $70,242,000 ($10.18 per Unit) from the net proceeds and
the sale of the Private Placement Units was held in a Trust Account ("Trust Account"). As of December 31, 2023, we had
marketable securities held in the Trust Account of $74,062,199 consisting of securities held in a treasury money market fund that
invests in United States government treasury bills, bonds or notes with a maturity of 180 days or less. We intend to use
substantially all of the funds held in the Trust Account, including any amounts representing income earned on the Trust Account
(less amounts released to us for taxes payable and deferred underwriting commissions) to complete our initial business combination.
We may withdraw interest and dividend income to pay taxes, if any. Our annual income tax obligations will depend on the amount of
interest and other income earned on the amounts held in the Trust Account. We expect the interest and dividend income earned on the
amount in the Trust Account (if any) will be sufficient to pay our taxes. Through December 31, 2023, we did not withdraw any income
earned on the Trust Account to pay our taxes. To the extent that our equity or debt is used, in whole or in part, as consideration
to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to
finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 As
of December 31, 2023, we had a cash balance of $15,054 and a working capital deficit of $1,480,801. Until the consummation of our IPO,
our liquidity needs were satisfied through a capital contribution from our Sponsor of $25,000 to purchase the founder shares, and up
to $690,000 in loans available from our Sponsor under an unsecured promissory note. As on December 31, 2023, there was an amount of $690,000
outstanding as loans against a promissory note issued to the Sponsor for extension of the period of business combination from October
4, 2023 to January 4, 2024 which was subsequently deposited into the Trust Account. As of December 31, 2022, there were no borrowings
outstanding under the promissory note. Subsequent to the consummation of the IPO, the Company expects that it will need additional capital
to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account
for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence
on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,
negotiating and consummating the Initial Business Combination. Although certain of the Company's initial shareholders, officers
and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they
deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.

 The
Company will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence
on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their
representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate
and complete a business combination. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees
for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a "no-shop"
provision (a provision designed to keep target businesses from "shopping" around for transactions with other companies or
investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we
do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a
target business, the amount that would be used as a down payment or to fund a "no-shop" provision would be determined based
on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether
as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due
diligence with respect to, prospective target businesses.

 In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our founders or an affiliate of our founders may, but are not obligated to, loan us funds as may be required. If we complete our initial
business combination, we will repay such loaned amounts. In the event that our initial business combination does not close, we may use
a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would
be used for such repayment. Up to $690,000 of such loans may be convertible into working capital units, at a price of $10.00 per unit
at the option of the lender. The working capital units would be identical to the private units, each consisting of one ordinary share,
one private warrant and one right with the same exercise price, exercisability and exercise period, subject to similar limited restrictions
as compared to the units sold in our IPO. The terms of such loans by our founders or their affiliates, if any, have not been determined
and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our founders or an
affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide a waiver against any and
all rights to seek access to funds in our trust account, but in the event that we seek loans from any third parties, we will obtain a
waiver against any and all rights to seek access to funds in our trust account.

to the extension amendment approved by the shareholders by special resolution at the meeting on December 28, 2023, the Company has adopted
the Company's Third Amended and Restated Memorandum and Articles of Association, reflecting the extension of the date by which
the Company must consummate a business combination from January 4, 2024, (the "Termination Date") up to ten (10) times, with
the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each upto January 4, 2025,
by providing five days' advance notice to the trustee prior to the applicable Termination Date, or extended date, and depositing
into the trust account (the "Trust Account") $55,000 for each monthly extension (the "Extension Payment") up
to January 4, 2025 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering) in exchange
for a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination.

 In
connection with the shareholders' vote at the meeting on December 28, 2023, 2,160,774 ordinary shares of the Company exercised
their right to redeem such shares (the "Redemption") for a pro rata portion of the funds held in the Trust Account. As a
result, approximately $23,302,146 (approximately $10.78 per share) will be removed from the Trust Account to pay such holders and
approximately $51,108,602 will remain in the Trust Account. Following the redemptions, the Company will have 6,873,426 ordinary
shares outstanding.

 On
January 5, 2024, AlphaTime Acquisition Corp entered into an Agreement and Plan of Merger (the "Merger Agreement") by and
among AlphaTime, HCYC Holding Company ("PubCo"), ATMC Merger Sub 1 Limited ("Merger Sub 1"), ATMC Merger Sub
2 Limited ("Merger Sub 2"), and HCYC Merger Sub Limited ("Merger Sub 3", and together with PubCo, Merger Sub
1 and Merger Sub 2, the "Acquisition Entities"), and HCYC Group Company Limited, Cayman Islands exempted company ("HCYC").
Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction by which (i) AlphaTime will
merge with and into Merger Sub 1, with AlphaTime surviving such merger; (ii) AlphaTime will merge with and into Merger Sub 2, with Merger
Sub 2 surviving such merger; and (iii) HCYC will merge with and into Merger Sub 3, with HCYC surviving such merger (collectively, the
"Mergers"). The Merger Agreement and the Mergers were unanimously approved by the boards of directors of each of AlphaTime
and HCYC. The Business Combination is expected to be consummated after obtaining the required approval by the shareholders of AlphaTime
and HCYC and the satisfaction of certain other customary closing conditions.

 Accordingly,
the accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company
as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial
statement does not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect
to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty
during period leading up to the Initial Business Combination. The Company cannot provide any assurance that its plans to raise capital
or to consummate an Initial Business Combination will be successful. Based on the foregoing, management believes that the Company lacks
the financial resources it needs to sustain operations for a reasonable period of time. Moreover, management's plans to consummate
the initial business combination may not be successful. These factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.

 Quantitative
and Qualitative Disclosures About Market Risk

 The
net proceeds of the IPO and the sale of the Private Placement Units held in the Trust Account are invested in U.S. government
treasury securities with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain
conditions under Rule 2a-7 under the Investment Company Act. Due to the short-term nature of these investments, we believe there will
be no associated material exposure to interest rate risk.

 Related
Party Transactions

 On
September 28, 2021, our Sponsor received 1,437,500 of the Company's Class B ordinary shares in exchange for $25,000 paid for deferred
offering costs borne by our Sponsor.

 On
January 8, 2022, the board of directors of the Company and our Sponsor, as sole shareholder of the Company, approved, through a special
resolution, the following share capital changes:

 (a)

 Each
 of the authorized but unissued 200,000,000 Class A ordinary shares were cancelled and re-designated as ordinary shares of $0.0001
 par value each;

 (b)

 Each
 of the 1,437,500 Class B ordinary shares in issue were repurchased in consideration for the issuance of 1,437,500 ordinary shares
 of $0.0001 par value each; and

 (c)

 Upon
 completion of the above steps, the authorized but unissued 20,000,000 Class B ordinary shares were cancelled.

 On
January 8, 2022, the Company issued an additional 287,500 ordinary shares to our Sponsor for no additional consideration, resulting in
our Sponsor holding an aggregate of 1,725,000 ordinary shares (the founder shares). The issuance was considered as a bonus share issuance,
in substance a recapitalization transaction, which was recorded and presented retroactively. The founder shares include an aggregate
of up to 225,000 ordinary shares subject to forfeiture to the extent that the underwriters' over-allotment is not exercised in
full or in part.

 Prior
to the initial investment in the Company of $25,000 by our Sponsor, the Company had no assets, tangible or intangible. The number of
founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares
upon completion of the IPO (excluding the private shares and shares underlying the UPO). The per share purchase price of the founder
shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of founder shares issued.

 Our
founders and advisors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection
with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee will review on a quarterly basis all payments that were made to our founders, advisors or our or their affiliates
and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement
of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

 On
September 30, 2021, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest
bearing, unsecure and is due at the earlier of (1) December 31, 2022, and (2) the consummation of the IPO. On December 31, 2022, there
were no amounts outstanding, and the Promissory Notes had then expired.

 In
addition, in order to finance transaction costs in connection with an intended initial business combination, our founders or an affiliate
of our founders may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we
will repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working
capital held outside the trust account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.
Up to $300,000 of such loans may be convertible into working capital units, at a price of $10.00 per unit at the option of the lender.
Such working capital units would be identical to the private units sold in the private placement. The terms of such loans by our founders
or their affiliates, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to
seek loans from parties other than our founders or an affiliate of our founders as we do not believe third parties will be willing to
loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account, but in the event that we
seek loans from any third parties, we will obtain a waiver against any and all rights to seek access to funds in our trust account.

 Private
Placement Units

 On
January 4, 2023, simultaneously with the closing of our IPO, we consummated the sale of 370,500 Private Placement Units at a price of
$10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $3,705,000.

 On
January 6, 2023, and effective January 9, 2023, the underwriters in our IPO purchased an additional 900,000 Units to exercise its over-allotment
option in full at a purchase price of $10.00 per Unit, generating gross proceeds of $9,000,000. Simultaneously with the closing of the
full exercise of the over-allotment option, we completed the private sale of an aggregate of 38,700 Private Placement Units, at a purchase
price of $10.00 per Private Placement Unit, generating gross proceeds of $387,000.

 Our
Sponsor will be permitted to transfer the private units held by them to certain permitted transferees, including our officers and directors
and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject
to the same agreements with respect to such securities as the founders. Otherwise, these private units (and underlying securities) will
be subject to certain transfer restrictions, subject to certain limited exceptions, as described under "Principal Shareholders
— Restrictions on Transfers of Founder Shares and Private Units."

 Promissory
Note — Related Party

 On
September 30, 2021, the Sponsor issued an unsecured promissory note to the Company (the "Promissory Note"), pursuant to which
the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was amended and restated on November 23,
2021, to change the December 31, 2021 due date to March 31, 2022, amended and restated on January 26, 2022 to change the March 31, 2022
due date to May 31, 2022 and amended and restated again on October 20, 2022 to change the May 31, 2022 due date to December 31, 2022.
The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2022, or (ii) the consummation of the IPO.
As of December 31, 2022, there were no amounts outstanding under the Promissory Note and the Promissory Note had then expired.

 On
September 27, 2023, AlphaTime Acquisition Corp., a Cayman Islands exempted company (the "Company"), notified American Stock
Transfer & Trust Company, LLC, the trustee of the Company's trust account (the "Trust Account"), that it was extending
the time available to the Company to consummate its initial business combination from October 4, 2023, to January 4, 2024 (the "Extension").
The Extension is the first of up to three (3) three-month extensions permitted under the Company's governing documents.

to the terms of the Company's Amended and Restated Memorandum and Articles of Association, on September 27, 2023, in connection
with the Extension, the Company's sponsor, Alphamade Holding LP, transferred an aggregate of $690,000 (the "Extension Payment")
into the Trust Account, on behalf of the Company, and was subsequently deposited into Trust Account on October 5, 2023. This deposit
was made in respect of a non-interest-bearing loan to the Company (the "Loan"). If the Company completes an initial business
combination by January 4, 2024, the outstanding principal amount of the Loan will be converted into shares of the Company's ordinary
shares. If the Company does not complete its initial business combination by January 4, 2024, the Company may only repay the Loan from
funds held outside of the Trust Account. As on December 31, 2023, there was an amount of $690,000 outstanding as loans against a promissory
note.

 Due
to Related Party

 The
Sponsor paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest
bearing. As of December 31, 2023 and 2022, the amount due to the related party was $199,318 and $380,566, respectively.

 Administration
fee

 Commencing
on the effective date of the registration statement, an affiliate of the Sponsor shall be allowed to charge the Company an allocable
share of its overhead, up to $10,000 per month up to the close of the initial business combination, to compensate it for the Company's
use of its offices, utilities and personnel. An administration fee of $120,000 was recorded for the year ended December 31, 2023.

 Other
Contractual Obligations

 Underwriting
Agreement

 We
granted the underwriters a 45-day option from the date of IPO to purchase up to 900,000 additional Units to cover over-allotments, if
any, at the IPO price less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full effective
January 9, 2023. Simultaneously, on January 4, 2023, an amount of $352,350 due to related party was converted into over-allotment of
Private Placement, and the underwriter deposited additional $34,650 on behalf of Sponsor for 17,325 Founder Shares for $2.00 per share
which was sold by the Sponsor to underwriters. The Company paid a cash underwriting commission of $0.125 per Unit for 900,000 additional
Units and the underwriters will be entitled to a deferred commission of $0.35 per Unit, an aggregate of $2,415,000, which will be paid
from the funds held in the Trust Account upon completion of the initial business combination.

 Concurrent
with the closing of the IPO, our Sponsor, at the option of the Company, sold to the underwriter or its designees 115,500 Founder Shares
for a purchase price of $2.00 per share and an aggregate purchase price of $231,000.

 We
have agreed to sell to the underwriters, for $100.00, an option to purchase up to a total of 58,000 Units exercisable, in whole or in
part, at $11.50 per unit (or 115% of the Market Value), commencing on the consummation of our initial business combination, and expires
five years from the effective date of the IPO. The option and the 58,000 Units, as well as the 58,000 ordinary shares, the warrants to
purchase 58,000 ordinary shares that may be issued upon exercise of the option and the rights to purchase 5,800 ordinary shares upon
the completion of an initial business combination, have been deemed compensation by FINRA and are therefore subject to a lock-up for
a period of 180 days immediately following the effective date of the registration statement or the commencement of sales in the IPO pursuant
to Rule 5110(e)(1) of FINRA's Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated,
or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the
securities, except as permitted under FINRA Rule 5110(e)(2).

 Advisory
Services Agreement

 The
Company engaged TenX Global Capital LP ("TenX"), a related party to the Company, as an advisor in connection with the IPO
and the initial business combination, to assist in hiring consultants and other services providers in connection with the IPO and the
initial business combination, assist in the preparation of financial statements and other relevant services to commence trading including
filing the necessary documents as part of the transaction. Further, TenX will assist in preparing the Company for investor presentations,
conferences for due diligence, deal structuring and term negotiations.

 During
the period from September 15, 2021 (inception) through December 31, 2023, a cash fee of $200,000 has been incurred as deferred offering
costs for these services of which $160,000 has been paid by the Sponsor through December 31, 2022, and additional $40,000 was paid subsequently
during the year ended December 31, 2023.

 Off-Balance
Sheet Arrangements; Commitments and Contractual Obligations

 As
of December 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not
have any commitments or contractual obligations.

 Critical
Accounting Policies

 The
preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have
identified below critical accounting policies.

 Ordinary
Shares Subject to Possible Redemption

 We
account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification
("ASC") Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption
is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary
shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, ordinary
shares are classified as shareholders' equity. The Company's ordinary shares features certain redemption rights that are
considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, ordinary
shares subject to possible redemption is presented at redemption of $10.18 per share (plus any income earned from Trust Account) as
temporary equity, outside of the shareholders' equity section of the Company's balance sheets. The Company recognizes
changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the
redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares
are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to
zero.

 Net
Income (Loss) per Share

 The
Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include
a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income
(loss) per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the
Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed
income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income
(loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement
of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the
public shareholders.

 Deferred
Offering Costs

 Deferred
offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that were directly
related to our IPO and that were charged to shareholders' equity upon the completion of our IPO on January 4, 2023. As of December
31, 2023 and December 31, 2022, there were $0 and $584,518 offering costs.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 This
information appears following Item 15 of this Report and is incorporated herein by reference.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 As
required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our President and Chief Financial
Officer, evaluated, as of December 31, 2023, the effectiveness of our disclosure controls and procedures as defined in Exchange Act
Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our President and Chief Financial Officer concluded that our disclosure
controls and procedures were not effective as of December 31, 2023, due to the material weakness in our internal control over financial reporting related to the Company's lack
of qualified SEC reporting professional. As a result, we performed additional analysis as deemed necessary to ensure that our financial
statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the consolidated
financial statements included in this Form 10-K present fairly in all material respects our financial position, results of operations
and cash flows for the period presented. Management intends to continue implement remediation steps to improve our disclosure controls
and procedures and our internal control over financial reporting. Specifically, we intend to expand and improve our review process for
complex securities and related accounting standards. We have improved this process by enhancing access to accounting literature, identification
of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with
the requisite experience and training to supplement existing accounting professionals.

 We
believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives
of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of
fraud or error, if any, within a company have been detected.

 Management's
Report on Internal Controls Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and for our assessment of the effectiveness of internal control over financial
reporting. Our internal control over financial reporting is a process designed under the supervision of our President and our Chief Financial
Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. generally accepted
accounting principles.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 Our
management, including our President and Chief Financial Officer, has conducted an assessment regarding the effectiveness of our
internal control over financial reporting as of December 31, 2023, based on the framework established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment
under the criteria described above, management has concluded that our internal control over financial reporting was not effective as
of December 31, 2023, due to the material weakness in our internal control over financial reporting related to the Company's lack
of qualified SEC reporting professional. As a result, we performed
additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted
accounting principles. Accordingly, management believes that the consolidated financial statements included in this Form 10-K present
fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management intends
to continue implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting.
Specifically, we intend to expand and improve our review process for complex securities and related accounting standards. We have improved
this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding
complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing
accounting professionals.

in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 Directors
and Executive Officers

 Our
current directors and executive officers are as follows:

 Name

 Age

 Position

 Xinfeng
 Feng

 Chairwoman
 of the Board of Directors

 Guo

 Chief
 Executive Officer

 Jichuan
 Yang

 Chief
 Financial Officer

 Li
 Wei

 Independent

 Wen
 He

 Independent

 Michael
 L Coyne

 Independent

 Xinfeng
Feng, our Chairwoman of the Board of Directors, founded Guowangxin (Shenzhen) Investment Co., Ltd. in 2021 and has served as its
Chairman ever since. Mr. Feng founded Guoxing Supply China Management Co., Ltd. in 2020 and served as its Executive President. In 2017,
Ms. Feng founded Shenzhen Qianhai Zhongshang Wealth Management Co., Ltd and served as its Executive President. From 2015 to 2016, Ms.
Feng served as the Operation Manager of Zhongguang Yinrong Capital Management Co., Ltd. From 2012 to 2015, Ms. Feng served as the senior
Sales Director of FunDe Sino Life Insurance Co., Ltd. From 2003 to 2009, Ms. Feng served as the Financial Director of Shenzhen Shenxing
Technology Development Co., Ltd. Ms. Feng received her Associate Degree from Shenzhen University in 2003. Ms. Feng received her bachelor
degree in Finance from Xidian University.

Guo, our Chief Executive Officer, serves as a Managing Director at Revere Securities LLC. Dr. Guo served as a Partner at Tiger Securities,
developing the institutional securities business of investment banking, sales and trading from 2019 to 2021. From 2017 to 2019, Dr. Guo
served as a Partner at China Bridge Capital in financial advisory and private equity. From 2016 to 2017, he served as the Chief Strategy
Officer at China Renaissance, where he was responsible for strategic planning, international expansion, and strategic investments. Dr.
Guo served as the CEO of CITIC Securities International USA, COO at CITICS Investment Banking Division, and Head of CITICS Strategy and
Planning, from 2011 to 2016. He has also held several executive positions at CICC HK/US from 2009 to 2011. Before venturing into cross
border financial services, Dr. Guo worked more than ten years for Citigroup Global Markets from 2004 to 2009, RBS Greenwich Capital Markets
from 2001 to 2004, and the Centre Re of Zurich Financial Services from 1996 to 2001, where he specialized in securitization and derivatives.
Dr. Guo also taught at the College of Insurance and the University of Guelph as an assistant professor and has published numerous academic
articles in peer-reviewed financial journals. Dr. Guo received his Ph. D. in Financial Economics from the University of Toronto. He is
a CFA Charterholder.

 Jichuan
Yang, our Chief Financial Officer, serves as the Chairman Special Advisor at Sanya International Asset Exchange since 2021, as an
Advisory Board Member at Qinghua PBCSF China Finance Policy Study since 2020, as an independent director at Shanghai GuoSheng Industrial
Transformation Investment Fund since 2019, and as a board member at Cyan Bank Investments since 2017. From 2015 to 2020, Dr. Yang served
as the CEO of HFAX, a division of Sunshine Insurance Group with over $4 billion of assets under management and, from 2013 to 2015, the
Deputy General Manager and Chief Product Officer of LUFAX Holding Ltd (NYSE: LU) in the fintech and inclusive finance industry. From
2010 to 2013, Dr. Yang was the Head of Strategic Planning at Citic Securities. Dr. Yang received his Ph. D. in Applied Mathematics from
Brown University and his B.S. in Applied Mathematics from Tsinghua University.

 Li
Wei, our director, is Professor of Practice at the Shanghai Advanced Institute of Finance (SAIF) of Shanghai Jiaotong University,
and the Assistant Director of the Shanghai Advanced Institute for Financial Research. Before SAIF, Dr. Wei has served many senior roles
in domestic and global financial institutions, including senior partner of Kunyuan Asset Management, Managing Director of Alternative
Investment at Citic Securities International, director of the Global Market at Deutsche Bank; director of Institutional Investment Group
at Citigroup, Officer & Managing Director of the NYSE Group. In addition to her industry work, Dr. Wei also served as an adjunct
professor at Tsinghua PBCSF. Before industry practice, Dr. Wei had been a tenure track assistant professor of finance at Iowa State University,
the first senior financial advisor for the Shanghai Stock Exchange and the senior advisor for the Tel Aviv Stock Exchange. Dr. Wei received
her Ph. D in finance from the University of Utah, MS and BS from Tsinghua University Beijing.

 Wen
He, our director, is an experienced professional who has 26 years of experience in Internets, Internet-of-Things, IT and software
industry. Mr. He also has over 10 years of experience in investment and M&A, where he focuses on fund raising, investment management,
equity and bond financing and Fin-tech (e.g. Internets, Internet-of-Things, Blockchain). Mr. He has oversaw and participated in multiple
investment, listing and asset restructuring in renewable energy, new material, sustainability, healthcare and high-tech industries. Mr.
He now serves as the Vice Manager of Dr. Peng Cloud Computing Ltd. and the President of Haijuhuiren Holding Group. Mr. He served as the
Operation Director of Xunye Group, one of the earliest Internet companies in China. Mr. He served as the Vice President of Shenzhen Longmai
Information Co., Ltd. President and Technology Director of Naoku Technology Holding Group. In 2001, Mr. He co-founded OP.CN, the predecessor
company of Qvod Player, with Xin Wang and served as its Chairman. Mr. He served as the Executive Director of Guangdong Gaohe Financial
Leasing Co., Ltd. and the independent director of China Oil Gangran Energy Group Holdings Limited (08132.HK). Mr. He holds an MBA from
Columbia Southern University and a Bachelor Degree from Hunan Normal University. Mr. He holds a PMP and ICAA.

 Michael
L. Coyne, our director, has 7 years of extensive experience in capitals markets, business development, and deal origination. Since
2018, He has been serving as Head of Capital Markets at Ingalls & Snyder, an investment advisory firm based in New York, and is currently
a Senior Director. At Ingalls & Snyder, he built a capital markets investing and underwriting business, targeting listed IPOs, secondary
offerings, and block trades in technology, biotechnology, SPACs, and closed-end funds. He has participated in hundreds of SPAC transactions
through underwriting, merger advisory closing, PIPEs, risk capital sourcing, and selling groups. From August 2015 to February 2018, Mr.
Coyne served as Vice President and Head of Syndicate at Capital Integration Systems, an online financial services platform based in New
York, where he diversified revenue sources by orchestrating the firm's first international pre-IPO private placement, increasing
client secondary equity trading, and developing relationships with investment banks. From February 2012 to July 2019, Mr. Coyne spent
7 years in the Army National Guard and the U.S. Army as 1st Lieutenant. His positions included Executive Officer, Task Force Officer-in-Charge,
Platoon Leader and Operations Officer, which he fulfilled both domestically and in Afghanistan. Mr. Coyne passed the Financial Industry
Regulatory Authority (FINRA) Series 7, 63, 24, 79 examinations and is a Securities Industry Essentials (SIE) license holder. Mr. Coyne
earned his Bachelor of Arts degree in Political Science and International Affairs from Northeastern University in 2011, and his MBA from
Leonard N. Stern School of Business, New York University in 2019. We believe that Mr. Coyne is qualified to serve on our board of directors
based on his extensive experience in capitals markets, business development, deal origination and SPACs.

 Number
and Terms of Office of Officers and Directors

 We
have four directors as of December 31, 2023. Our board of directors is divided into three classes with only one class of directors being
elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving
a three-year term. The term of office of the first class of directors, consisting of Xinfeng Feng and Wen He, will expire at our first
annual meeting of shareholders. The term of office of the second class of directors, consisting of Dajiang Guo and Li Wei, will expire
at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Michael L. Coyne and
Jichuan Yang, will expire at the third annual meeting of shareholders. There is no requirement under the Companies Act for us to hold
annual or general meetings to elect directors. We may not hold an annual meeting of shareholders until after we consummate our initial

 Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms
of office. Our board of directors is authorized to appoint persons to the offices set forth in our Third Amended and Restated Memorandum
and Articles of Association as it deems appropriate. Our Third Amended and Restated Memorandum and Articles of Association provide that
our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer,
Vice Presidents, Secretary, Treasurer, Assistant Secretary, and such other offices as may be determined by the board of directors.

Independence

 NASDAQ
listing standards require that a majority of our board of directors be independent. An "independent director" is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors has determined that each of Li Wei, Wen He and Michael L.
Coyne are "independent directors" as defined in the NASDAQ listing standards and applicable SEC rules. Our audit committee
is entirely composed of independent directors meeting NASDAQ's additional requirements applicable to members of the audit committee.
Our independent directors will have regularly scheduled meetings at which only independent directors are present.

 Officer
and Director Compensation

 None
of our officers or directors has received any cash compensation for services rendered to us. Other than as described above and elsewhere
in this 10-K, no compensation of any kind, including finder's and consulting fees, will be paid to our founders or any of their
respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination although
we may consider cash or other compensation to officers or advisors we may hire to be paid either prior to or in connection with our initial
business combination. In addition, our officers, directors or any of their respective affiliates will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our founders or
their affiliates.

 After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in
the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.
We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of
management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the
directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to
be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee
constituted solely by independent directors or by a majority of the independent directors on our board of directors.

a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management
team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers
will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

 Committees
of the Board of Directors

 Our
board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited
exception, the rules of NASDAQ and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely
of independent directors, and the rules of NASDAQ require that the compensation committee of a listed company be comprised solely of
independent directors.

 Audit
Committee

 We
have established an audit committee of the board of directors. Li Wei, Wen He and Michael L. Coyne serve as members of our audit committee,
with Li Wei serving as the Chairwoman of the audit committee. Under the NASDAQ listing standards and applicable SEC rules, we are required
to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Each
such person meets the independent director standard under NASDAQ listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

 Each
member of the audit committee is financially literate and our board of directors has determined that Li Wei qualifies as an "audit
committee financial expert" as defined in applicable SEC rules.

 We
adopted an audit committee charter, which details the principal functions of the audit committee, including:

 the
 appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent
 registered public accounting firm engaged by us;

 pre-approving
 all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm
 engaged by us, and establishing pre-approval policies and procedures;

 and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

 setting
 clear hiring policies for employees or former employees of the independent auditors;

 setting
 clear policies for audit partner rotation in compliance with applicable laws and regulations;

 obtaining
 and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor's internal
 quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review,
 of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years
 respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

 and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC
 prior to us entering into such transaction; and

 with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including
 any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues
 regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated
 by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 Compensation
Committee

 We
established a compensation committee of the board of directors. Li Wei, Wen He, and Michael L. Coyne serve as members of our compensation
committee, with Wen He serving as the chairman of the compensation committee. Under the NASDAQ listing standards and applicable SEC rules,
we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in
provisions. Each such person meets the independent director standard under NASDAQ listing standards applicable to members of the compensation
committee.

 We
adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

 and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation,
 evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the
 remuneration (if any) of our Chief Executive Officer based on such evaluation;

 and approving on an annual basis the compensation of all of our other officers;

 on an annual basis our executive compensation policies and plans;

 implementing
 and administering our incentive compensation equity-based remuneration plans;

 assisting
 management in complying with our proxy statement and annual report disclosure requirements;

 approving
 all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

 if
 required, producing a report on executive compensation to be included in our annual proxy statement; and

 reviewing,
 evaluating and recommending changes, if appropriate, to the remuneration for directors.

 Notwithstanding
the foregoing, as indicated above, other than reimbursement of expenses, no compensation of any kind, including finders, consulting or
other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior
to, or for any services they render in order to complete the consummation of a business combination although we may consider cash or
other compensation to officers or advisors we may hire to be paid either prior to or in connection with our initial business combination.
Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be
responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business

 The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

Nominations

 We
do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent directors
may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors
can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing
nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place.

 The
board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are
seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).
Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our
Third Amended and Restated Memorandum and Articles of Association.

 We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our shareholders.

 Compensation
Committee Interlocks and Insider Participation

 None
of our officers currently serves, and in the past year have not served, as a member of the compensation committee of any entity that
has one or more officers serving on our board of directors.

 Code
of Ethics

 We
adopted a Code of Ethics applicable to our directors, officers and employees. We filed a copy of our Code of Ethics and our audit and
compensation committee charters as exhibits our Registration Statement. You will be able to review these documents by accessing our public
filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge
upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report
on Form 8-K.

 Conflicts
of Interest

 Except
as disclosed herein, we do not believe any conflict currently exists between us and our founders, and affiliates of our founders may
compete with us for acquisition opportunities. If such entities decide to pursue an opportunity, we may be precluded from procuring such
opportunity. In addition, investment ideas generated within our founders may be suitable for both us and for an affiliate of founders
and may be directed to such entity rather than to us. Neither our founders nor members of our management team who are also employed by
or affiliated with our founders will have any obligation to present us with any opportunity for a potential business combination of which
they become aware, unless presented to such member specifically in his or her capacity as an officer or director of the company. Our
founders and/or our management team, in their capacities as employees or affiliates of our founders or in their other endeavors, may
be required to present potential business combinations to future founders' affiliates or third parties, before they present such
opportunities to us.

 Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to
such entity. Accordingly, in the future, if any of our officers or directors becomes aware of a business combination opportunity which
is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual
obligations of our officers arising in the future would materially undermine our ability to complete our business combination. Our Third
Amended and Restated Memorandum and Articles of Association provides that we renounce our interest in any corporate opportunity offered
to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or
officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue.

 Our
officer or director may become an officer or director of any other special purpose acquisition company with a class of securities registered
under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we enter into a definitive agreement regarding
our initial business combination or we have failed to complete our initial business combination within 9 months from the closing of
our Initial Public Offering (or up to 18 months, if we extend the time to complete a business combination).

 Our
founders and management may also purchase public units or shares, including in the open market or through privately negotiated transactions.
During the offering, if any founders participates in the offering as an anchor investor, they may receive incentives which offer greater
economic benefits than those available to public investors in the offering. In addition, in order to incentivize the participation of
certain potential anchor investors, our sponsor may offer or share its economics in certain of our securities with such potential anchor
investors, the net effect of which could be to provide greater economic benefit to such potential anchor investors than that provided
to other investors in the offering.

 Potential
investors should also be aware of the following other potential conflicts of interest:

 None
 of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest
 in allocating his or her time among various business activities.

 Our
 officers may become an officer or director of any other SPACs even before we enter into a definitive agreement regarding our initial
 business combination or we have failed to complete our initial business combination within 9 months from the closing of our Initial
 Public Offering (or up to 18 months, if we extend the time to complete a business combination); as a result, our officers or directors
 may present a potential target to our competitor that would had been presented to us or devote time to our affairs which may have
 a negative impact on our ability to complete our initial business combination.

 In
 the course of their other business activities, our officers and directors may become aware of investment and business opportunities
 which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may
 have conflicts of interest in determining to which entity a particular business opportunity should be presented.

 Our
 initial shareholders have agreed to waive their redemption rights with respect to any founder shares, private shares and any public
 shares held by them in connection with the consummation of our initial business combination. Additionally, our initial shareholders
 have agreed to waive their redemption rights with respect to any founder shares and private shares held by them if we fail to consummate
 our initial business combination within 9 months from the closing of our Initial Public Offering (or up to 18 months, if we extend
 the time to complete a business combination). If we do not complete our initial business combination within such applicable time
 period, the proceeds of the sale of the private units held in the trust account will be used to fund the redemption of our public
 shares, and the private units and underlying securities will be worthless. With certain limited exceptions, 50% of the founder shares
 and private units (and underlying securities) will not be transferable, assignable by our founders until the earlier to occur of:
 (A) six months after the date of the consummation of our initial business combination, or (B) the date on which the closing price
 of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations)
 for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50%
 of the founder shares and private units (and underlying securities) may not be transferred, assigned or sold until six months after
 the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business
 combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of
 our shareholders having the right to exchange their shares for cash, securities or other property. Since members of our management
 may directly or indirectly own ordinary shares, warrants and rights, our officers and directors may have a conflict of interest in
 determining whether a particular target business is an appropriate business with which to complete our initial business combination.

 Our
 officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
 or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect
 to our initial business combination.

 Our
 founders may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain
 loans from our founders or an affiliate of our founders to finance transaction costs in connection with an intended initial business
 combination. Up to $500,000 of such loans may be convertible into working capital units at a price of $10.00 per unit at the option
 of the lender. Such working capital units would be identical to the private units sold in the private placement.

 The
conflicts described above may not be resolved in our favor.

 In
general, officers and directors of a corporation incorporated under the laws of Cayman Islands are required to present business opportunities
to a corporation if:

 the
 corporation could financially undertake the opportunity;

 the
 opportunity is within the corporation's line of business; and

 it
 would not be fair to our company and its shareholders for the opportunity not to be brought to the attention of the corporation.

 Accordingly,
as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business
opportunities meeting the above-listed criteria to multiple entities. Furthermore, our Third Amended and Restated Memorandum and Articles
of Association provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity
is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one
we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director
or officer is permitted to refer that opportunity to us without violating another legal obligation.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our founders or any affiliate
of them, subject to certain approvals and consents. In the event we seek to complete our initial business combination with such a company,
we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of
FINRA, or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point
of view.

 In
the event that we submit our initial business combination to our shareholders for a vote, our initial shareholders have agreed to vote
any founder shares and private shares held by them and any public shares purchased during or after the offering in favor of our initial

 Limitation
on Liability and Indemnification of Officers and Directors

 Cayman
Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a
crime. Our Third Amended and Restated Memorandum and Articles of Association provides for indemnification of our officers and directors
to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual
fraud, willful default or willful neglect. We entered into agreements with our directors and officers to provide contractual indemnification
in addition to the indemnification provided for in our Third Amended and Restated Memorandum and Articles of Association. We expect to
purchase a policy of directors' and officers' liability insurance that insures our officers and directors against the cost
of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers
and directors.

 Our
officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account,
and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of,
any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they
are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will
only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business

 We
believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
officers and directors.

 Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

 ITEM
11. EXECUTIVE COMPENSATION

 Executive
Compensation

 None
of our officers or directors have received or, prior to our initial business combination, will receive any cash compensation for services
rendered to us. Commencing on the date that our securities are first listed on the Nasdaq through the earlier of consummation of our
initial business combination and our liquidation, we will reimburse our sponsor for office space, utilities and secretarial and administrative
services provided to us in the amount of $10,000 per month. In addition, our sponsor, officers and directors, or any of their respective
affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly
basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates.

 After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,
management or other compensation from the combined company. Additionally, certain directors may receive additional compensation in the
form of equity interests of the Sponsor for their services. All compensation will be fully disclosed to shareholders, to the extent then
known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business
combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination
business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers
after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent
directors.

 We
are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. The
existence or terms of any such employment or consulting arrangements may influence our management's motivation in identifying or
selecting a target business, and we do not believe that the ability of our management to remain with us after the completion of our initial
business combination should be a determining factor in our decision to proceed with any potential business combination.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary
shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants
as these warrants are not exercisable within 60 days of the date of this Form 10-K.

 The
following table is based on 6,873,426 ordinary shares outstanding at April 15, 2024. Unless otherwise indicated, it is believed that
all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by
them.

 Name
 and Address of Beneficial Owner (1)

 Number
 of Shares Beneficially Owned

 Approximate
 Percentage of Outstanding Ordinary Share

 Alphamade
 Holding LP (2)

 25.0
 %

 Xinfeng
 Feng (2)

 25.0
 %

 Guo

 —

 —

 Jichuan
 Yang

 —

 —

 Li
 Wei

 —

 —

 Wen
 He

 —

 —

 Michael
 L. Coyne

 —

 —

 All
 executive officers and directors as a group (6 individuals)

 25.0
 %

 Space
 Summit Capital, LLC (3)

 475,000

 6.9
 %

 Glazer
 Capital, LLC

 585,000

 8.5
 %

 ATW
 SPAC Management, LLC

 438,093

 6.4
 %

 (1)

 Unless
 otherwise noted, the business address of each of the following entities or individuals is c/o AlphaTime Acquisition Corp, 500 Fifth
 Avenue, Suite 938, New York, NY 10110.

 (2)

 Our
 sponsor is the record holder of founder shares reported herein. Ms. Feng is the sole director and shareholder of Doreen International
 Limited, which owns 60% of the sponsor entity.

 (3)

 According
 to a Schedule 13G filed with the SEC on January 4, 2023, Space Summit Capital, LLC owns 475,000 ordinary shares.

 (4)

 According
 to a Schedule 13G filed with the SEC on February 14, 2023, Glazer Capital, LLC owns 585,000 ordinary shares.

 (5)

 According
 to a Schedule 13G filed with the SEC on February 14, 2023, ATW SPAC Management, LLC owns 483,093 ordinary shares.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Founder

 On
September 28, 2021, our sponsor acquired 1,437,500 founder shares for an aggregate purchase price of $25,000. On January 8, 2022, our
sponsor acquired an additional 287,500 founder shares for no additional consideration, resulting in our sponsor holding an aggregate
of 1,725,000 founder shares. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible
or intangible. The number of founder shares issued was determined based on the expectation that such founder shares would represent approximately
20% of the outstanding shares upon completion of this offering (excluding the private shares and shares underlying the UPO). Concurrent
with the closing of the Initial Public Offering, our Sponsor sold to Chardan or its designees 132,825 of these founder shares at a purchase
price of $2.00 per share and an aggregate purchase price of $265,650.

 Private
Placement

with the closing of the Initial Public Offering, our sponsor purchased an aggregate of 370,500 private units for a purchase price of
$10.00 per unit in a private placement. On January 9, 2023, our Sponsor purchased 38,700 private units in connection with the exercise
of the over-allotment. Each private unit consists of one ordinary share, one private warrant and one right entitling the holder thereof
to receive one-tenth of one ordinary share upon the completion of an initial business combination. Each whole warrant is exercisable
to purchase one ordinary share at $11.50 per share, subject to adjustment as described in our Registration Statement. If the Company
does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants
will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants
will expire worthless.

 Service
Arrangements

 On
December 30, 2022, we entered into an administrative services agreement with our Sponsor, pursuant to which the Sponsor agreed to make
available to the Company certain general and administrative services, including office space, utilities and administrative services,
as the Company may require from time to time. The Company has agreed to pay to the affiliate of the Sponsor $10,000 per month for such
administrative services. For the period from September 15, 2021 (inception) through December 31, 2023, the Company incurred and paid
$0 in such fees.

 Conflicts
of Interest

 Certain
of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to
such entity. Accordingly, in the future, if any of our officers or directors becomes aware of a business combination opportunity which
is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual
obligations of our officers arising in the future would materially undermine our ability to complete our Business Combination.

 Promissory
Note - Related Party

 On
September 21, 2021, the Company issued an unsecured promissory note to the Sponsor (the "Promissory Note"), pursuant to which
the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering.

 On
September 26, 2023, the Company also entered into a non-interest bearing promissory note with the Sponsor for $690,000, which was used
to fund the first extension of the time to complete the business combination.

 On
December 28, 2023, the Company also entered into a non-interest bearing promissory note with the Sponsor for $660,000.00 which was used
to fund the second extension of the time to complete the business combination

 Registration
Rights

 The
holders of Founders Shares and Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement
signed on December 30, 2022. The holders of these securities are entitled to make up to three demands, excluding short form demands,
that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect
to registration statements filed subsequent to our completion the Company's initial business combination. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.

 No
compensation of any kind, including finder's and consulting fees, will be paid by the company to our sponsor, executive officers
and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial
business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit
committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

 Our
Sponsor, under which the sponsor may loan us funds up to $300,000 for a portion of the expenses of our initial public offering. As of
December 31, 2023, there were no borrowings outstanding under the promissory note. These loans would be non-interest bearing, unsecured
and are due at the earlier of December 31, 2023.

 In
addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate
of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest
basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds
from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post
business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the
private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements

 Policy
for Approval of Related Party Transactions

 The
audit committee of our board of directors adopted a policy setting forth the policies and procedures for its review and approval or ratification
of "related party transactions." A "related party transaction" is any consummated or proposed transaction or
series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected
to exceed) the lesser of $120,000 or 1% of the average of the company's total assets at year-end for the prior two completed fiscal
years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a "related party"
had, has or will have a direct or indirect material interest. "Related parties" under this policy include: (i) our directors,
nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any Class of our voting securities;
(iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who
maybe a "related person" pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit
committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on
terms comparable to those that could be obtained in arm's-length dealings with an unrelated third party, (ii) the extent of the
related party's interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv)
whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its stockholders
and (v) the effect that the transaction may have on a director's status as an independent member of the board and on his or her
eligibility to serve on the board's committees. Management will present to the audit committee each proposed related party transaction,
including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only
if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does
not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction
in which he or she is the related party.

Independence

 Nasdaq
listing standards require that a majority of our board of directors be independent. An "independent director" is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors has determined that Li Wei, Wen He and Michael Coyne are "independent
directors" as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled
meetings at which only independent directors are present.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 The
following is a summary of fees paid or to be paid UHY LLP for services rendered.

 Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services
that are normally provided by UHY in connection with regulatory filings. The aggregate fees billed by UHY for professional services rendered
for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods
and other required filings with the SEC for the year ended December 31, 2023 and for the year ended December 31, 2022 total approximately
$117,989 and $28,686 respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee
meetings.

 Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of
the audit or review of our financial statements and are not reported under "Audit Fees." We did not pay UHY for professional
services rendered for audit-related fees for the year ended December 31, 2023, and approximately $60,931 for the year ended December
31, 2022.

 Tax
Fees. We did not pay UHY for tax planning and tax advice for the year ended December 31, 2023 and for the year ended December 31, 2022.

 All
Other Fees. We did not pay UHY for other services for the year ended December 31, 2023 and for the year ended December 31, 2022.

 ITEM
15. EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES

 (a)

 The
 following documents are filed as part of this report:

 Exhibit
 No.

 Description

 1.1

 Underwriting Agreement, dated December 30, 2022, by and between the Company and Chardan Capital Markets, LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2023).

 3.1

 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1, filed with the SEC on December 7, 2022)

 2.1

 Agreement and Plan of Merger, dated as of January 5, 2024, by and among AlphaTime Acquisition Corp, HCYC Holding Company, HCYC Group Company Limited and the additional parties thereto.(incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2024).

 3.2

 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2023).

 3.3

 Form of Third Amended and Restated Memorandum and Articles of Association, adopted on December 28, 2023. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on January 4, 2024).

 4.1

 Rights Agreement, dated December 30, 2022, by and between the Company and American Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2023).

 4.2

 Warrant Agreement, dated December 30, 2022, by and between the Company and American Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2023).

 4.3

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022).

 4.4

 Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022).

 4.5

 Specimen Warrant Certificate. (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022).

 4.6

 Specimen Rights Certificate (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022).

 4.7

 Description of Securities (incorporated by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K, filed with the SEC on March 24, 2023).

 10.1

 Letter Agreement, dated December 30, 2022, by and among the Company, its executive officers, its directors and Alphamade Holding LP (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2023).

 10.2

 Investment Management Trust Agreement, dated December 30, 2022, by and between the Company and American Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2023).

 10.3

 Registration Rights Agreement, dated December 30, 2022, by and among the Company, Alphamade Holding, LP and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2023).

 10.4

 Private Placement Unit Purchase Agreement, dated December 30, 2022, by and between the Company and Alphamade Holding LP (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2023).

 10.5

 Units Purchase Option, dated December 30, 2022, by and between the Company and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2023).

 10.6

 Securities Escrow Agreement, dated December 30, 2022, by and among the Company, American Stock Transfer & Trust Company and the initial shareholders party thereto. (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2023).

 10.7

 Administrative Services Agreement, dated December 30, 2022, by and between the Company and Alphamade Holding, LP (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2023).

 10.9

 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2023).

 10.10

 Promissory Note, dated September 30, 2021, issued to Alphamade Holding LP (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022

 10.11

 Amended and Restated Promissory Note, dated November 23, 2021, issued to Alphamade Holding LP (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022.

 10.12

 Second Amended and Restated Promissory Note, dated January 26, 2022, issued to Alphamade Holding LP (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022

 10.13

 Third Amended and Restated Promissory Note, dated October 20, 2022, issued to Alphamade Holding LP ((incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022).

 10.14

 Amendment to the Investment Management Trust Agreement, dated December 28, 2023, by and between AlphaTime Acquisition Corp and Equiniti Trust Company, LLC.(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on January 4, 2024).

 10.15

 Shareholder Support Agreement dated as of January 5, 2024, by and among AlphaTime Acquisition Corp, HCYC Group Company Limited and the additional parties thereto. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2024).

 10.16

 Sponsor Support Agreement dated as of January 5, 2024, by and among AlphaTime Acquisition Corp,, HCYC Holding Company, AlphaMade Holding LP and the additional parties thereto. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2024).

 21.1*

 List of Subsidiaries

 31.1*

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

 32.2*

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 *

 Filed
 herewith.

 Item
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Form 10-K to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Cayman Islands, on the 15th day of April, 2024.

 By:

 /s/
 Dajiang Guo

 Name:

 Guo

 Title:

 Principal
 Executive Officer

to the requirements of the Securities Act of 1933, as amended, this Annual Report has been signed below by the following persons in the
capacities and on the dates indicated.

 Signature

 Position

 Date

 /s/
 Dajiang Guo

 Principal
 Executive Officer and Director

 April
 15, 2024

 Guo

 (Principal
 Executive Officer)

 /s/
 Jichuan Yang

 Principal
 Financial Officer

 April
 15, 2024

 Jichuan
 Yang

 (Principal
 Financial Officer and Principal Accounting Officer)

 /s/
 Xinfeng Feng

 Chairwoman

 April
 15, 2024

 Xinfeng
 Feng

 Page

 Part
 I.

 Financial
 Information

 Report of Independent Registered Public Accounting Firm (PCAOB # 1195)

 Item
 1.

 Financial
 Statements

 Balance Sheets as of December 31, 2023, and 2022

 Statements of Operations for the years ended December 31, 2023 and 2022

 Statements of Changes in Shareholders' (Deficit)/Equity for the years ended December 31, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders

of Alpha Time Acquisition Corp

 Opinion
on the Financial Statements

 We have audited the accompanying balance
sheets of AlphaTime Acquisition Corp (the "Company")
as of December 31, 2023 and 2022, and the related statements of operations, changes in shareholders' (deficit)/equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively
referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity
with accounting principles generally accepted in the United States of America.

 Substantial Doubt
about the Company 's Ability to Continue as a Going
 Concern

 The accompanying financial statements
have been prepared to assume the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company
has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and the Company's
cash and working capital are not sufficient to complete its planned activities one year from the issuance date of the financial statements.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's evaluation
of the events and conditions and plans regarding these matters are also described in Note 1 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect
to that matter.

 Basis
for Opinion

 These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on the Company's financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly,
we express no such opinion.

 Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ UHY LLP

 We have served as the Company's auditor since 2021.

 New York, New York

 April 15, 2024

 F- 2

 BALANCE
SHEETS

 December 31, 2023

 December 31, 2022

 Assets:

 Current assets:

 Cash

 $
 15,054

 $
 --

 Prepaid expenses

 43,052

 8,052

 Deferred offering costs

 -

 584,518

 Total current assets

 58,106

 592,570

 Investment held in Trust Account

 -

 Total assets

 $
 74,120,305

 592,570

 Liabilities and Shareholders' (Deficit)/Equity:

 Current liabilities:

 Accrued offering costs and expenses

 $
 649,589

 $
 196,806

 Promissory note – related party

 690,000

 -

 Due to related party

 199,318

 380,566

 Total current liabilities

 1,538,907

 577,372

 Deferred underwriting commission

 2,415,000

 -

 Total liabilities

 3,953,907

 577,372

 Commitments and Contingencies

 -

 -

 Temporary Equity:

 Ordinary shares subject to possible redemption, 6,900,000 shares at redemption value of $ 10.73 per share as of December 31, 2023

 -

 Shareholders' (Deficit)/ Equity:

 Preferred shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 -

 -

 Ordinary Shares, $ 0.0001 par value; 200,000,000 shares authorized; 2,134,200 and 1,725,000 shares issued and outstanding at December 31, 2023, and 2022 respectively

 Ordinary Shares

 Additional paid-in capital

 -

 24,827

 Accumulated deficit

 ( 3,896,015
)

 ( 9,802
)

 Total Shareholders' (Deficit)/Equity

 ( 3,895,801
)

 15,198

 Total Liabilities and Shareholders' (Deficit)/Equity

 $
 74,120,305

 $
 592,570

 The
accompanying notes are an integral part of these financial statements.

 F- 3

 STATEMENTS
OF OPERATIONS

 For
the years ended December 31, 2023 and 2022

 December 31, 2023

 December 31, 2022

 Formation and operating costs

 $
 1,189,081

 $

 Total Expenses

 $
 ( 1,189,081
)

 $
 ( 784
)

 Other income

 Income earned on Trust Account

 3,130,199

 -

 Net income/(loss)

 $

 $
 ( 784
)

 Weighted average shares outstanding of redeemable ordinary shares

 6,830,959

 -

 Basic and diluted net income per share, redeemable ordinary shares

 $
 0.62

 $
 -

 Weighted average shares outstanding of non-redeemable ordinary shares

 2,130,307

 Basic and diluted net loss per share, non-redeemable ordinary shares

 ( 1.07
)

 ( 0.00
)

 The
accompanying notes are an integral part of these financial statements.

 F- 4

 STATEMENTS
OF CHANGES IN SHAREHOLDERS' (DEFICIT)/EQUITY

 For
the years ended December 31, 2023 and 2022

 Amount

 Additional paid-in capital

 Accumulated deficit

 Total shareholders' (deficit)/equity

 Balance as of December 31, 2021

 $

 $
 24,827

 $
 ( 9,018
)

 $
 15,982

 Net loss

 -

 -

 -

 ( 784
)

 ( 784
)

 Balance as of December 31, 2022

 $

 $
 24,827

 $
 ( 9,802
)

 $
 15,198

 Balance

 $

 $
 24,827

 $
 ( 9,802
)

 $
 15,198

 Issuance of ordinary shares through public offering

 6,000,000

 59,999,400

 -

 60,000,000

 Overallotment of ordinary shares

 900,000

 8,999,910

 -

 9,000,000

 Issuance of ordinary shares for Private Units

 370,500

 3,704,963

 -

 3,705,000

 Overallotment of Private Units

 38,700

 386,996

 -

 387,000

 Sale of Unit Purchase Option

 -

 -

 10,781

 -

 10,781

 Underwriting discount

 -

 -

 ( 1,612,500
)

 -

 ( 1,612,500
)

 Deferred underwriting commission

 -

 -

 ( 2,415,000
)

 -

 ( 2,415,000
)

 Deduction for other offering costs

 -

 -

 ( 865,199
)

 -

 ( 865,199
)

 Initial measurement of ordinary shares subject to redemption under ASC 480-10-S99 against additional paid-in capital

 ( 6,900,000
)

 ( 690
)

 ( 67,274,310
)

 -

 ( 67,275,000
)

 Allocation of offering costs to ordinary shares subject to redemption

 -

 -

 4,770,382

 -

 4,770,382

 Accretion of carrying value of redeemable shares

 -

 -

 ( 7,737,382
)

 -

 ( 7,737,382
)

 Transfer of negative APIC to accumulated deficit

 -

 -

 2,007,132

 ( 2,007,132
)

 -

 Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) and deposit

 -

 -

 -

 ( 3,820,199
)

 ( 3,820,199
)

 Net income

 -

 -

 -

 Net income (loss)

 -

 -

 -

 Balance as of December 31, 2023

 2,134,200

 -

 ( 3,896,015
)

 ( 3,895,801
)

 Balance

 2,134,200

 -

 ( 3,896,015
)

 ( 3,895,801
)

 The
accompanying notes are an integral part of these financial statements.

 F- 5

 STATEMENTS
OF CASH FLOWS

 For
the years ended December 31, 2023 and 2022

 December 31, 2023

 December 31, 2022

 Cash Flows from Operating Activities:

 Net income/(loss)

 $

 $
 ( 784
)

 Adjustments to reconcile net income (loss) to net cash used in operating activities:

 Income earned on Trust Account

 ( 3,130,199
)

 -

 Changes in current assets and liabilities:

 Prepaid expenses

 ( 35,000
)

 ( 8,466
)

 Accrued offering costs and expenses

 674,635

 ( 31,552
)

 Due to related party

 173,389

 40,802

 Net cash used in operating activities

 $
 ( 376,057
)

 -

 Cash Flows from Investing Activities:

 Investment held in Trust Account at beginning

 $
 ( 70,242,000
)

 $
 -

 Proceeds from sale of investments in the Trust Account

 71,915,996

 -

 Purchase of investments in the Trust Account

 ( 72,605,996
)

 -

 Net cash used in investing activities

 $
 ( 70,932,000
)

 $
 -

 Cash Flows from Financing Activities:

 Proceeds from sale of ordinary shares

 $
 69,000,000

 $
 -

 Proceeds from issuance of Private Units

 4,092,000

 -

 Proceeds from issuance of promissory notes

 690,000

 -

 Payment of underwriting discount

 ( 1,612,500
)

 -

 Proceeds from Unit Purchase Option

 -

 Payment to related party

 ( 368,066
)

 -

 Payment of offering costs

 ( 478,423
)

 -

 Net cash provided by financing activities

 $
 71,323,111

 $
 -

 Net change in cash

 15,054

 -

 Cash—beginning of the period

 -

 -

 Cash—end of the period

 $
 15,054

 $
 -

 Supplemental disclosure of noncash financing activities:

 Deferred offering costs included in accrued expenses

 $
 3,640

 $
 117,843

 Deferred offering costs paid by related party

 $
 13,429

 $
 47,834

 Deferred offering costs adjusted from prepaid expenses

 $

 $

 Deferred offering costs charged to APIC

 $
 865,199

 $
 -

 Deferred offering cost related to fair value of Unit Purchase Option net of proceeds

 $
 10,681

 $
 -

 Allocation of offering costs to ordinary shares subject to redemption

 $
 4,770,382

 $
 -

 Reclassification of ordinary shares subject to redemption

 $
 67,274,310

 $
 -

 Remeasurement adjustment on ordinary shares subject to possible redemption

 $
 8,427,382

 $
 -

 Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)

 $
 3,130,199

 $
 -

 Deferred underwriting commission charged to APIC

 $
 2,415,000

 $
 -

 The
accompanying notes are an integral part of these financial statements.

 F- 6

 NOTES
TO FINANCIAL STATEMENTS

 Note
1 – Description of Organization, Business Operations and Going Concern

 AlphaTime
Acquisition Corp (the "Company") was incorporated in Cayman Islands on September 15, 2021. The Company was formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (the "Business Combination"). The Company is not limited to a particular industry or sector for
purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company
is subject to all of the risks associated with early stage and emerging growth companies.

 As
on December 31, 2023, and 2022, the Company had not commenced any operations. All activities for the period from September 15, 2021 (inception)
through December 31, 2023, relate to the Company's formation and the Initial Public Offering ("IPO") described below.
The Company will not generate any operating revenues until the completion of its initial Business Combination, at the earliest. The Company
will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company
has selected December 31 as its fiscal year end.

 The
Company's sponsor is Alphamade Holding LP, a Delaware limited partnership (the "Sponsor"). The registration statement
for the Company's IPO was declared effective on December 30, 2022 (the "Effective Date"). On January 4, 2023, the Company
consummated the IPO of 6,000,000 units (the "Units"). Each Unit consists of one ordinary share of the Company, par value
$ 0.0001 per share (the "Ordinary Shares"), one redeemable warrant (the "Warrants") and one right (the "Rights"),
with each Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the completion of an initial Business Combination,
subject to adjustment. The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 60,000,000. On
January 6, 2023, Chardan Capital Markets, LLC exercised its over-allotment option (the "Overallotment"), which subsequently
closed on January 9, 2023, to purchase an additional 900,000 Units at a public offering price of $ 10.00 per Unit, generating additional
gross proceeds to the Company of $ 9,000,000.

with the closing of the IPO, the Company completed the sale of 370,500 private units to the Sponsor (the "Private Units")
at a purchase price of $ 10.00 per Private Unit, generating gross proceeds to the Company of $ 3,705,000. Simultaneously with the closing
of the Overallotment, the Company completed the private sale of an additional 38,700 Private Units, at a purchase price of $ 10.00 per
Private Unit, generating additional gross proceeds to the Company of $ 387,000. Transaction costs amounted to $ 4,892,699 consisting of
$ 1,612,500 of underwriting discount, $ 2,415,000 of deferred underwriting commission and $ 865,199 of other offering costs.

the closing of the IPO and the sale of over-allotment units, an aggregate of $ 70,242,000 of the proceeds from the IPO and the sale of
the Private Units (including the Overallotment of the Units and Private Units) were placed in a U.S.-based Trust Account at U.S. Bank
maintained by Equiniti Trust Company, acting as trustee and will be invested only in U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 180 days or less or in money market
funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government
treasury obligations. Except with respect to income earned on the funds held in the Trust Account that may be released to the Company
to pay income tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earlier of the completion
of a Business Combination or the Company's liquidation.

 The
Company's management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale
of Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or
assets with a fair market value equal to at least 90 % of the assets held in the Trust Account (as defined below) (excluding the amount
of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business
Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of
the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an
investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). There is no assurance
that the Company will be able to complete a Business Combination successfully.

 F- 7

 The
Company will provide the holders of the outstanding Public Shares (the "Public Shareholders") with the opportunity to redeem
all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer, will be made by the Company. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.18 per Public
Share, plus any pro rata interest then in the Trust Account, net of taxes payable). The Public Shares subject to redemption will be recorded
at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Accounting Standards Codification
("ASC") Topic 480 "Distinguishing Liabilities from Equity."

 The
Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001
(so that it does not then become subject to The Securities and Exchange Commission's "penny stock" rules) or any greater net tangible asset or
cash requirement that may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder
approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary
resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the
shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule.
If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal
reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions
pursuant to the tender offer rules of the Securities and Exchange Commission (the "SEC"), and file tender offer
documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a
Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to
vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a
Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do
vote, irrespective of whether they vote for or against an initial business combination.

 Notwithstanding
the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public
Shares without the Company's prior written consent.

 The
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with
the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association
(i) to modify the substance or timing of the Company's obligation to allow redemption in connection with the Company's initial
business combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination
Period (as defined below) or (ii) with respect to any other provision relating to shareholders' rights or pre-initial business
combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public
Shares.

 The
Company will have until 9 months (or up to 18 months, if we extend the time to complete a business combination) from the closing of the Initial Public Offering to consummate
a Business Combination (the "Combination Period").

 On
September 27, 2023, the Company extended the time to complete its initial business combination from October 4, 2023 to January 4,
2024 by depositing an aggregate of $ 690,000
into the Trust Account. In connection with this extension, on September 26, 2023, the Company also entered into a non-interest
bearing promissory note with the Sponsor for $ 690,000, is payable on the earlier of January 4, 2025 or promptly after the completion of an initial business combination.

 F- 8

 At
an extraordinary general meeting of shareholders held on December 28, 2023 (the "Meeting"), the Company adopted the Company's
Third Amended and Restated Memorandum and Articles of Association (the "Third Amended and Restated Memorandum and Articles of Association")
reflecting the extension of the date by which the Company must consummate a business combination from January 4, 2024 (the "Termination
Date") up to ten (10) times, the first extension comprised of three months, and the subsequent nine (9) extensions comprised of
one month each (each an "Extension") up to January 4, 2025 (i.e., for a period of time ending up to 24 months after the consummation
of its Initial Public Offering for a total of twelve (12) months after the Termination Date (assuming a business combination has not
occurred). The Company also entered into an amendment (the "Trust Agreement Amendment") to the Investment Management Trust
Agreement, dated as of December 30, 2022, with Equiniti Trust Company, LLC (as amended, the "Trust Agreement"). Pursuant
to the Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination from the Termination
Date up to ten (10) times, with the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one
month each from the Termination Date, or extended date, as applicable, to January 4, 2025 by providing five days' advance notice
to the trustee prior to the applicable Termination Date, or extended date, and depositing into the Trust Account $55,000 for each monthly
extension (the "Extension Payment") until January 4, 2025 (assuming a business combination has not occurred) in exchange
for a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination.

 On
September 27, 2023, the Company extended the time to complete its initial business combination from October 4, 2023 to January 4,
2024 by depositing an aggregate of $ 690,000
into the Trust Account. In connection with this extension, on September 26, 2023, the Company also entered into a non-interest
bearing promissory note with the Sponsor for $ 690,000,
that is payable on the earlier of January 4, 2024 or promptly after the completion of an initial business combination. On January 4,
2024, the Company deposited $165,000 into the Trust Account to extend the deadline to complete the business combination from January
4, 2024 to April 4, 2024. On April 4, 2024, the Company deposited $55,000 into the Trust Account to extend the deadline to complete
the business combination from April 4, 2024 to May 4, 2024.

 However, if the Company has not completed a Business Combination within
the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our
taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public
Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive
further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company's remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the
Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it
will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of
its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account
if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights
to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business
Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account
that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share
value of the assets remaining available for distribution will be less than the IPO price per Unit ($ 10.00).

 In
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent
any claims by a third party (other than the Company's independent registered public accounting firm) for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amount of funds in the Trust Account to below the lesser of (1) $ 10.18 per Public Share and (2) the actual amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.18 per Public Share, due to reductions
in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any
claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the
Company's indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the "Securities Act"). In the event that an executed waiver is deemed to be unenforceable against a
third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to
reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all
vendors, service providers (other than the Company's independent registered public accounting firm), prospective target businesses
or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account.

 Liquidity

 As
of December 31, 2023, the Company had a cash balance of $ 15,054 and a working capital deficit of $ 1,480,801. Subsequent to the consummation
of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the
consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating
prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination.
In addition, in order to finance transaction costs in connection with a Business Combination, the Company's Sponsor or an affiliate
of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, loan funds to the Company as may
be required but there is no guarantee that the Company will receive such funds. As on December 31, 2023, there was an amount of $ 690,000
outstanding as loan against a promissory note issued to the Sponsor for extension of the period of business combination from October
4, 2023 to January 4, 2024. This amount was subsequently received and deposited into the Trust Account on October 5, 2023.

 F- 9

to the extension amendment approved by the shareholders by special resolution at the meeting on December 28, 2023, the Company has adopted
the Company's Third Amended and Restated Memorandum and Articles of Association, reflecting the extension of the date by which
the Company must consummate a business combination from January 4, 2024, (the "Termination Date") up to ten (10) times, with
the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each up to January 4, 2025,
by providing five days' advance notice to the trustee prior to the applicable Termination Date, or extended date, and depositing
into the trust account (the "Trust Account") $ 55,000 for each monthly extension (the "Extension Payment") until
January 4, 2025 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering) in exchange
for a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination.

 In
connection with the shareholders' vote at the meeting on December 28, 2023, 2,160,774 ordinary shares of the Company exercised
their right to redeem such shares (the "Redemption") for a pro rata portion of the funds held in the Trust Account. As a
result, approximately $ 23,302,146 (approximately $ 10.78 per share) will be removed from the Trust Account to pay such holders and approximately
$ 51,108,602 will remain in the Trust Account. Following the redemptions, AlphaTime will have 6,873,426 ordinary shares outstanding.

 On
January 5, 2024, AlphaTime Acquisition Corp entered into an Agreement and Plan of Merger (the "Merger Agreement") by and
among AlphaTime, HCYC Holding Company ("PubCo"), ATMC Merger Sub 1 Limited ("Merger Sub 1"), ATMC Merger Sub
2 Limited ("Merger Sub 2"), and HCYC Merger Sub Limited ("Merger Sub 3", and together with PubCo, Merger Sub
1 and Merger Sub 2, the "Acquisition Entities"), and HCYC Group Company Limited, Cayman Islands exempted company ("HCYC").
Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction by which (i) AlphaTime will
merge with and into Merger Sub 1, with AlphaTime surviving such merger; (ii) AlphaTime will merge with and into Merger Sub 2, with Merger
Sub 2 surviving such merger; and (iii) HCYC will merge with and into Merger Sub 3, with HCYC surviving such merger (collectively, the
"Mergers"). The Merger Agreement and the Mergers were unanimously approved by the boards of directors of each of AlphaTime
and HCYC. The Business Combination is expected to be consummated after obtaining the required approval by the shareholders of AlphaTime
and HCYC and the satisfaction of certain other customary closing conditions.

 Accordingly,
the accompanying financial statements has been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company
as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty. Further, the Company has incurred
and expects to continue to incur significant costs in pursuit of its acquisition plans. On January 4, 2023, the Company consummated its
IPO and private placement which generated gross proceeds of $ 60,000,000 and $ 4,092,000, respectively, and effective January 9, 2023,
the underwriters exercised their over-allotment option which generated gross proceeds of $ 9,000,000. Following the closing of the IPO,
including the over-allotment, the private placement, and after deducting IPO transaction costs, the Company placed $ 70,242,000 into the
Trust Account. The Company cannot provide any assurance that its plans to consummate an Initial Business Combination will be successful.
Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet
its needs through the earlier of the consummation of the Initial Business Combination or one year from this filing. These factors, among
others, raise substantial doubt about our ability to continue as a going concern.

 F- 10

 Risks
and Uncertainties

 Management
is currently evaluating the impact of the risk of bank failures and has concluded that while it is reasonably possible that the bank failures
could have a negative effect on the Company's financial position, results of its operations, and/or search for a target company,
the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty. Further, the Company doesn't have any bank accounts which
are associated with failure risk but will keep monitoring any such effects that might impact the company's financial position.

 On
August 16, 2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1 % excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and
certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed
on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally
 1 % of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise
tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the
Treasury (the "Treasury") has been given authority to provide regulations and other guidance to carry out and prevent the
abuse or avoidance of the excise tax.

 Note
2 - Significant Accounting Policies

 Basis
of Presentation

 The
accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America
("U.S. GAAP") and pursuant to the rules and regulations of the SEC.

 Emerging
Growth Company Status

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities
Act"), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that 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
extended transition period which means that when a standard is issued or revised and it has different application dates for public or
private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statement with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accounting standards used.

 Use
of Estimates

 The
preparation of financial statement in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period. Accordingly, the actual results could differ significantly
from those estimates.

 F- 11

 Cash
and Cash Equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
As of December 31, 2023, the Company's investment held in Trust Account invested in money market fund, which are considered cash
equivalents and included in the investment held in Trust Account in the accompanying balance sheets. The Company had no cash equivalents
as of December 31, 2022.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $ 250,000. On December 31, 2023, the Company did not experience
losses on this account and management believes the Company is not exposed to significant risks on such account.

 Offering
Costs

 The
offering costs were $ 4,892,699 consisting principally of underwriting, legal, accounting and other expenses incurred through the balance
sheet date that are related to the IPO and are charged to shareholders' equity upon the completion of the IPO. The Company complies
with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A – "Expenses
of Offering". The Company allocates offering costs between the Public Shares (as defined below in Note 3), Public Warrants (as
defined below in Note 3) and Public Rights (as defined below in Note 3) based on the relative fair values of the Public Shares, Public
Warrants and Public Rights. Accordingly, $ 4,770,382 was allocated to Public Shares and charged to temporary equity, and $ 122,317 was
allocated to Public Warrants and Public Rights and charged to shareholders' equity.

 Investment
Held in Trust Account

 The
Company's portfolio of investment held in the Trust Account is mainly comprised of investments in U.S. government securities and
generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value
of these securities and income earned from the investments held in the Trust Account is included in income earned on Trust Account in
the accompanying statements of operations. The estimated fair values of investment held in the Trust Account are determined using available
market information.

 Income
earned on these investments will be fully reinvested into the investment held in Trust Account and therefore considered as an adjustment
to reconcile net income (loss) to net cash used in operating activities in the statements of cash flows. Such income reinvested will
be used to redeem all or a portion of the ordinary shares upon the completion of business combination.

 Net
Income/(Loss) Per Share

 The
Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income
(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss)
allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net
income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average
number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value
of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of December
31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into
ordinary shares and then share in the earnings of the Company. As a result, diluted income/(loss) per share is the same as basic income/(loss)
per share for the period presented.

 F- 12

 The
net income/(loss) per share presented in the statements of operations is based on the following:

 Schedule of Net Income (Loss) Per Share

 For the year ended December 31, 2023

 For the year ended December 31, 2022

 Net income (loss)

 $

 $
 ( 784
)

 Income earned on Trust Account

 ( 3,130,199
)

 -

 Accretion of carrying value to redemption value

 ( 8,427,382
)

 -

 Net loss including accretion of equity into redemption value

 $
 ( 9,616,463
)

 $
 ( 784
)

 Schedule of Income (Loss) Basic and Diluted Per Share

 December 31, 2023

 December 31, 2022

 Redeemable

 Non-Redeemable

 Non-Redeemable

 Particulars

 Basic and diluted net income/(loss) per share:

 Numerators:

 Allocation of net loss including accretion of temporary equity

 ( 7,330,400
)

 ( 2,286,063
)

 —

 Income earned on Trust Account

 3,130,199

 —

 —

 Accretion of temporary equity to redemption value

 8,427,382

 —

 —

 Allocation of net income/(loss)

 4,227,180

 ( 2,286,063
)

 —

 Denominators:

 Weighted-average shares outstanding

 6,830,959

 2,130,307

 Basic and diluted net income/(loss) per share

 0.62

 ( 1.07
)

 -

 Fair
Value of Financial Instruments

 The
fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC 820, " Fair Value
Measurement," approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term
nature.

 Warrants

 The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") ASC 480 "Distinguishing
Liabilities from Equity" ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers
whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant
to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants
are indexed to the Company's own ordinary shares and whether the warrant holders could potentially require "net cash settlement"
in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while
the warrants are outstanding.

 For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants
are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.
As the Company's warrants meet all the criteria for equity classification, both public and private warrants are classified in shareholders'
equity/(deficit).

 F- 13

 Ordinary
Shares Subject to Possible Redemption

 The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification
("ASC") Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if
any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary
shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, ordinary shares
are classified as shareholders' equity. The Company's ordinary shares feature certain redemption rights that are considered
to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023,
 6,900,000 ordinary shares subject to possible redemption are presented at redemption value of $ 10.18 per share (plus any income earned
on Trust Account) as temporary equity, outside of the shareholders' equity section of the Company's balance sheets. The Company
recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal
the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares
are affected by charges against additional paid in capital and accumulated deficit. The Company allocates gross proceeds between the
Public Shares, Public Warrants and Public Rights based on the relative fair values of the Public Shares, Public Warrants and Public Rights.

 At
December 31, 2023, the ordinary shares reflected in the balance sheets are reconciled in the following table:

 Schedule of Subject to Possible Redemption

 Gross proceeds

 $
 69,000,000

 Less:

 Proceeds allocated to Public Rights

 ( 621,000
)

 Proceeds allocated to Public Warrants

 ( 1,104,000
)

 Allocation of offering costs related to redeemable shares

 ( 4,770,382
)

 Accretion of carrying value to redemption value

 7,737,382

 Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) and extension deposit

 3,820,199

 Ordinary shares subject to possible redemption

 $

 Income
Taxes

 The
Company follows the asset and liability method of accounting for income taxes under ASC 740, " Income Taxes." Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.

 ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023
and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals,
or material deviation from its position.

 Income
earned from U.S. debt obligations held by the Trust Account is intended to qualify for the portfolio income exemption or otherwise be
exempt from U.S. withholding taxes. Furthermore, shareholders of the Company's shares may be subject to tax in their respective
jurisdictions based on applicable law, for instance, United States persons may be subject to tax on amounts deemed received depending
on whether the Company is a passive foreign investment company and whether U.S. persons have made any applicable tax elections permitted
under applicable law. The provision for income taxes was deemed to be immaterial for the period from September 15, 2021 (inception) through
December 31, 2023.

 F- 14

 There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company's financial statements.

 Recent
Accounting Pronouncements

 Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company's financial statements.

 Note
3 – Initial Public Offering

 On
January 4, 2023, the Company sold 6,000,000 Units, at a purchase price of $ 10.00 per Unit. On January 9, 2023, the Company issued an
additional 900,000 Units, at a purchase price of $ 10.00 per Unit, in connection with the over-allotment option. Each Unit consists of
one ordinary share, one warrant and one right, with each right entitling the holder thereof to receive one-tenth of one ordinary share
upon the completion of an initial business combination, subject to adjustment.

 The
warrants will become exercisable at $ 11.50 per share, subject to adjustment, on the later of 30 days after the completion of the Initial
Business Combination or 12 months from the closing of our IPO and will expire at 5:00 p.m., New York City time, five years after the
completion of the Initial Business Combination or earlier upon redemption or liquidation.

the closing of the IPO and the sale of over-allotment units, an aggregate of $ 70,242,000 (at $ 10.18 per Unit) from the net proceeds of
the sale of the Units in the IPO and the sale of the Private Units was placed in a Trust Account, which may only be invested in U.S.
"government securities", within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 180 days
or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act, which invest only
in direct U.S. government treasury obligations.

 Note
4 - Private Placement

with the closing of the IPO, the Sponsor purchased an aggregate of 370,500 Private Units at a price of $ 10.00 per Private Unit, for an
aggregate purchase price of $ 3,705,000, in a private placement (the "Private Placement"). Each whole Private Placement Unit
will consist of one ordinary share ("Private Share"), one warrant ("Private Warrant") and one right ("Private
Right") entitling the holder thereof to receive one-tenth of one Private Share upon the completion of an Initial Business Combination.
Each Private Warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 per share, subject to adjustment. The proceeds
from the Private Units were added to the proceeds from the IPO held in the Trust Account. Effective January 9, 2023, the underwriters
fully exercised the over-allotment option and the Company completed the private sale of an aggregate of 38,700 Private Units at a price
of $ 10.00 per Private Unit, generating gross proceeds of $ 387,000. If the Company does not complete a Business Combination within the
Combination Period, the proceeds from the sale of the Private Units held in the Trust Account will be used to fund the redemption of
the Public Units (subject to the requirements of applicable law) and the Private Units will expire worthless.

 Note
5 - Related Party Transactions

 On
September 28, 2021, the Sponsor received 1,437,500 of the Company's Class B ordinary shares in exchange for $ 25,000 paid for deferred
offering costs borne by the Sponsor.

 F- 15

 On
January 8, 2022, the board of directors of the Company and the Sponsor, as sole shareholder of the Company, approved, through a special
resolution, the following share capital changes (see Note 7):

 (a)
Each of the authorized but unissued 200,000,000 Class A ordinary shares were cancelled and re-designated as the ordinary shares of $ 0.0001
par value each;

 (b)
Each of the 1,437,500 Class B ordinary shares in issue were repurchased in consideration for the issuance of 1,437,500 ordinary shares
of $ 0.0001 par value each; and

 (c)
Upon completion of the above steps, the authorized but unissued 20,000,000 Class B ordinary shares were cancelled.

 On
January 8, 2022, the Company issued an additional 287,500 ordinary shares to the Sponsor for no additional consideration, resulting in
the Sponsor holding an aggregate of 1,725,000 ordinary shares (the "Founder Shares"). The issuance was considered as a bonus
share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The Founder Shares include
an aggregate of up to 225,000 ordinary shares subject to forfeiture to the extent that the underwriters' over-allotment is not
exercised in full or in part (refer Note 7). On January 6, 2023, the underwriters notified the Company that it is exercising the over-allotment
option with respect to the 900,000 additional Units, which was subsequently closed on January 9, 2023, generating gross proceeds to the
Company of $ 9,000,000. Simultaneously, an amount of $ 352,350 due to related party was converted into over-allotment of Private Placement,
and the underwriter deposited additional $ 34,650 on behalf of Sponsor for 17,325 Founder Shares for $ 2.00 per share which was sold by
the Sponsor to underwriters. As a result, the Sponsor purchased additional 38,700 Private Units, an aggregate of 409,200 units at a price
of $ 10.00 per Private Placement Unit (an aggregate of $ 4,092,000).

 On
January 3, 2023, the Founder Shares and Private Units were placed into an escrow account maintained by American Stock Transfer &
Trust Company acting as escrow agent. The Founder Shares and Private Units (and underlying securities) will not, subject to certain exceptions,
be transferred, assigned, sold or released from escrow in the case of (i) 50% of the Founder Shares and Private Units (and underlying
securities) until the earlier to occur of: (A) six months after the date of the consummation of our initial business combination, or
(B) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share
dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial
business combination and (ii) the remaining 50% of the Founder Shares and Private Units (and underlying securities) until six months
after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business
combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our
shareholders having the right to exchange their shares for cash, securities or other property.

 Promissory
Note — Related Party

 On
September 30, 2021, the Sponsor issued an unsecured promissory note to the Company (the "Promissory Note"), pursuant to which
the Company may borrow up to an aggregate principal amount of $ 300,000. The Promissory Note was amended and restated on November 23,
2021, to change the December 31, 2021 due date to March 31, 2022, amended and restated on January 26, 2022 to change the March 31, 2022
due date to May 31, 2022 and amended and restated again on October 20, 2022 to change the May 31, 2022 due date to December 31, 2022.
The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2022, or (ii) the consummation of the IPO.
As of December 31, 2022, there were no amounts outstanding under the Promissory Note and the Promissory Note had then expired.

 On
September 27, 2023, the Company notified Equiniti Trust Company, the trustee of the Company's trust account (the "Trust Account"), that it was extending
the time available to the Company to consummate its initial business combination from October 4, 2023, to January 4, 2024 (the "Extension").
The Extension is the first of up to three (3) three-month extensions permitted under the Company's governing documents.

to the terms of the Company's Amended and Restated Memorandum and Articles of Association, on September 27, 2023, in connection
with the Extension, the Company's sponsor, Alphamade Holding LP, transferred an aggregate of $ 690,000
 (the "Extension Payment") into the
Trust Account, on behalf of the Company, and was subsequently deposited into Trust Account on October 5, 2023. This deposit was made
in respect of a non-interest-bearing loan to the Company (the "Loan"). If the Company completes an initial business combination
by January 4, 2024, the outstanding principal amount of the Loan will be converted into shares of the Company's ordinary shares.
If the Company does not complete its initial business combination by January 4, 2024, the Company may only repay the Loan from funds
held outside of the Trust Account. As of December 31, 2023, a promissory note was issued to the Sponsor for the amount of $ 690,000.

 Due
to Related Party

 The
Sponsor paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest
bearing. As of December 31, 2023 and 2022, due to related party amounted to $ 199,318 and $ 380,566, respectively.

 Advisory
Services Agreement

 The
Company engaged TenX Global Capital LP ("TenX"), a related party to the Company, as an advisor in connection with the Initial
Public Offering and business combination, to assist in hiring consultants and other services providers in connection with our Initial
Public Offering and the business combination, assist in the preparation of financial statements and other relevant services to commence
trading including filing the necessary documents as part of the transaction. Further, TenX will assist in preparing the Company for investor
presentations, conferences for due diligence, deal structuring and term negotiations.

 During
the period from September 15, 2021 (inception) through December 31, 2023, a cash fee of $ 200,000 has been incurred as deferred offering
costs for these services of which $ 160,000 has been paid by the Sponsor through December 31, 2021 and additional $ 40,000 was paid subsequently
during the year ended December 31, 2023.

 Administration
fee

 Commencing
on the effective date of the registration statement, an affiliate of the Sponsor shall be allowed to charge the Company an allocable
share of its overhead, up to $ 10,000 per month up to the close of the business combination, to compensate it for the Company's
use of its offices, utilities and personnel. An administration fee of $ 120,000 was recorded for the year ended December 31, 2022.

 F- 16

 Note
6 - Commitments and Contingencies

 Registration
Rights

 The
holders of the Founder Shares, Private Units, securities underlying the Unit Purchase Option ("UPO"), and units that may
be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Units) will be
entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of IPO requiring
the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding
short form registration demands, that the Company register such securities. In addition, the holders have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to completion of a business combination and rights to require
the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement
provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective
until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.

 Underwriting
Agreement

 The
underwriters had a 45-day option beginning January 4, 2023, to purchase up to an additional 900,000 units to cover over-allotments, if
any, at the IPO price less the underwriting discounts and commissions. On January 6, 2023, and effective January 9, 2023, the underwriters
exercised their over-allotment option in full and purchased an additional 900,000 units at $ 10.00 per unit.

 On
January 4, 2023, the Company paid a fixed underwriting discount of $ 1,500,000 and on January 9, 2023, it paid an additional $ 112,500
of underwriting discount arising from the sale of the over-allotment units. The underwriters will be entitled to a deferred underwriting
commission of $ 0.35 per Unit, or $ 2,415,000 in the aggregate. The deferred underwriting commission will be paid to the underwriters from
the amounts held in the Trust Account solely if the Company completes a business combination, subject to the terms of the underwriting
agreement.

 Unit
Purchase Option

 On
December 30, 2022, we sold to the underwriters, for $ 100, 58,000 Units exercisable, in whole or in part, at $ 11.50 per unit (or 115 %
of the Market Value), commencing on the consummation of our initial business combination, and expires five years from the effective date
of our IPO. The option and the 58,000 Units, as well as the 58,000 ordinary shares, the warrants to purchase 58,000 ordinary shares that
may be issued upon exercise of the option and the rights to purchase 5,800 ordinary shares upon the completion of an initial business
combination, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following
the commencement of sales in our IPO pursuant to Rule 5110(e)(1) of FINRA's Rules, during which time the option may not be sold,
transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that
would result in the economic disposition of the securities, except as permitted under FINRA Rule 5110(e)(2). The Company determined fair
value of the Unit Purchase Option issued to the underwriters and recorded an amount to additional paid-in capital, net of purchased cost,
in the balance sheets on the day of the IPO which is the grant date.

 F- 17

 Note
7 - Shareholders' Equity

 Preferred
Shares - The Company is authorized to issue 1,000,000 shares of preferred shares with a par value of $ 0.0001 per share with such
designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors.
As of December 31, 2023, and December 31, 2022, there were no preferred shares issued or outstanding.

 Ordinary

 The
Company was authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share and 20,000,000 Class B ordinary
shares with a par value of $ 0.0001 per share. Holders of Class A and Class B ordinary shares were entitled to one vote for each share.

 On
September 28, 2021, the Sponsor received 1,437,500 of the Company's Class B ordinary shares in exchange for $ 25,000 paid for deferred
offering costs borne by the Sponsor. Out of the 1,437,500 Class B ordinary shares, an aggregate of up to 187,500 Class B ordinary shares
were subject to forfeiture to the extent that the underwriters' over-allotment option is not exercised in full or in part so that
the number of Founder Shares will equal 20 % of the Company's issued and outstanding ordinary shares after the Initial Public Offering
(excluding private placement shares).

 On
January 8, 2022, the board of directors of the Company and the Sponsor, as sole shareholder of the Company, approved, through a special
resolution, the following share capital changes:

 (a)
Each of the authorized but unissued 200,000,000 Class A ordinary shares were cancelled and re-designated as the ordinary shares of $ 0.0001
par value each;

 (b)
Each of the 1,437,500 Class B ordinary shares in issue were repurchased in consideration for the issuance of 1,437,500 ordinary shares
of $ 0.0001 par value each; and

 (c)
Upon completion of the above steps, the authorized but unissued 20,000,000 Class B ordinary shares were cancelled.

 As
an effect of the above, the Company is authorized to issue 200,000,000 ordinary shares with a par value of $ 0.0001 per share. Holders
of ordinary shares are entitled to one vote for each share. Further, the shareholders also approved the amendment and restatement of
the memorandum and articles of association filed with the Cayman Registrar.

 On
January 8, 2022, the Company issued an additional 287,500 ordinary shares to the Sponsor as fully paid bonus shares for no additional
consideration. The issuance was considered as a bonus share issuance, in substance a recapitalization transaction, which was recorded
and presented retroactively.

 On
January 4, 2023, the Company consummated the IPO of 6,000,000 units at a price of $ 10.00 per Unit, generating gross proceeds to the Company
of $ 60,000,000. Simultaneously with the closing of the IPO, the Company completed the sale of 370,500 private units to the Sponsor at
a purchase price of $ 10.00 per Private Unit, generating gross proceeds to the Company of $ 3,705,000. Concurrent with the closing of the
offering, our Sponsor, at the option of the Company, sold to underwriter or its designees 115,500 Founder Shares for a purchase price
of $ 2.00 per share and an aggregate purchase price of $ 231,000, as part of the exercise of overallotment option by the underwriter.

 On
January 6, 2023, the underwriters notified the Company that it is exercising the over-allotment option with respect to the 900,000 additional
Units, which was subsequently closed on January 9, 2023, generating gross proceeds to the Company of $ 9,000,000.

 F- 18

 Simultaneously,
an amount of $ 352,350 due to related party was converted into over-allotment of Private Placement, and the underwriter deposited additional
$ 34,650 on behalf of Sponsor for 17,325 Founder Shares for $ 2.00 per share which was sold by the Sponsor to underwriters. As a result,
the Sponsor purchased an additional 38,700 Private Units, an aggregate of 409,200 units at a price of $ 10.00 per Private Placement Unit
(an aggregate of $ 4,092,000). As of December 31, 2023, there were 2,134,200 ordinary shares issued and outstanding, excluding 6,900,000
shares subject to possible redemption. As of December 31, 2022, there were 1,725,000 ordinary shares issued and outstanding.

 Note
8 – Fair Value Measurements

 The
fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:

 Level
1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which
transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level
2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets
or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 Level
3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 The
following table presents information about the Company's assets that are measured at fair value on a recurring basis at December
31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

 Schedule of Fair Value Assets Measured on Recurring Basis

 Quoted

 Significant

 Significant

 Prices in

 Other

 Other

 As of

 Active

 Observable

 Unobservable

 December 31,

 Markets

 Inputs

 Inputs

 2023

 (Level 1)

 (Level 2)

 (Level 3)

 Assets:

 Investment held in Trust Account

 $

 $

 $
 —

 $
 —

 The
investment held in the Trust Account was previously invested in the U.S. Treasury Bill, classified as Level 2 security and matured on
July 13, 2023. The proceeds from the matured U.S. Treasury Bill were then invested in the U.S. Treasury Money Market Fund, classified
as Level 1 security. At December 31, 2023, the assets held in the Trust Account were fully invested in the U.S. Treasury Money Market
Fund with the ending balance of $ 74,062,199.

 Note
9 - Subsequent Events

 The
Company has evaluated subsequent events through April 15, 2024, which was the date these financial statements were available for issuance
and determined that there were no significant unrecognized events through that date other than those noted below.

 On
January 5, 2024, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company,
HCYC Holding Company ("PubCo"), ATMC Merger Sub 1 Limited ("Merger Sub 1"), ATMC Merger Sub 2 Limited ("Merger
Sub 2"), and HCYC Merger Sub Limited ("Merger Sub 3", and together with PubCo, Merger Sub 1 and Merger Sub 2, the "Acquisition
Entities"), and HCYC Group Company Limited, Cayman Islands exempted company ("HCYC"). Pursuant to the Merger Agreement,
the parties thereto will enter into a business combination transaction by which (i) the Company will merge with and into Merger Sub 1,
with the Company surviving such merger; (ii) the Company will merge with and into Merger Sub 2, with Merger Sub 2 surviving such merger;
and (iii) HCYC will merge with and into Merger Sub 3, with HCYC surviving such merger (collectively, the "Mergers"). The
Merger Agreement and the Mergers were unanimously approved by the boards of directors of each of AlphaTime and HCYC. The Business Combination
is expected to be consummated after obtaining the required approval by the shareholders of the Company and HCYC and the satisfaction
of certain other customary closing conditions.

 Concurrently
with the execution of the Merger Agreement, the Company entered into a support agreement (the "Sponsor Support Agreement")
with certain holders (the "Founder Shareholders") of the Company's ordinary shares (the "Founder Shares")
with respect to Founder Shares of currently owned by the Founder Shareholders. The Sponsor Support Agreement provides that the Founder
Shareholders will appear at shareholders meetings of the Company and vote, consent or approve the Merger Agreement and the Mergers, whether
at a shareholder meeting of AlphaTime or by written consent. It further provides that the Founder Shareholders will vote against (or
act by written consent against) any alternative proposals or actions that would impede, interfere with, delay, postpone or adversely
affect the Merger or any of the Mergers.

 On
January 4, 2024, the Company deposited $ 165,000 into the Trust Account to extend the deadline to complete the business combination from
January 4, 2024 to April 4, 2024. On April 4, 2024, the Company deposited $ 55,000 into the Trust Account to extend the deadline to complete
the business combination from April 4, 2024 to May 4, 2024.

 F- 19