UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 or

 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _____________ to ________________

 Commission
file number: 001-41922

 (Exact
name of registrant as specified in its charter)

 British Virgin Islands

 N/A

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 G/F Hang Tak Building
 1 Electric Street
 Wan Chai
 Hong Kong

 N/A

 (Address of principal executive offices)

 (Zip Code)

 (+852) 9258 9728

 Registrant's
telephone number, including area code:

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

 Title of Each Class

 Trading Symbol

 Name of Each Exchange on Which Registered

 Units

 JVSAU

 The Nasdaq Stock Market LLC

 Class A ordinary shares, no par value

 JVSA

 The Nasdaq Stock Market LLC

 JVSAR

 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 Section 15(d) of the Exchange Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements 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 (§ 232.405 of this chapter) 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 an 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

 At
June 30, 2024, the aggregate market value of the Registrant's ordinary shares held by non-affiliates of the Registrant was $ 62,611,175.

 As of March
6, 2025, 6,248,750 Class A ordinary shares and 1,437,500 Class B ordinary shares were issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 EXPLANATORY NOTE

Acquisition Corp. (the "Company") is filing this Amendment No. 1 (this "Form 10-K/A") to its Annual Report on
Form 10-K for the fiscal year ended December 31, 2024 (the "Original Form 10-K"), as originally filed with the Securities
and Exchange Commission (the "SEC") on March 6, 2025. We are filing this Form 10-K/A only to correct the date of the Report
of Independent Registered Public Accounting Firm on F-2 included in Item 15(a) of the Original Form 10-K. This Form 10-K/A reflects information
as of the original filing date of the Original Form 10-K, does not reflect events occurring after that date and does not modify or update
in any way disclosures made in the Original Form 10-K, except as specifically noted above.

 Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 2024

 part
 I

 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

 part
 II

 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

 part
 III

 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
 ACCOUNTANT FEES AND SERVICES

 part
 IV

 ITEM
 15.

 EXHIBITS AND
 FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 FORM 10-K
 SUMMARY

 i

 FORWARD
LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, or as amended (the "Exchange
Act"), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially
from those expected and projected. All statements contained in this report that are not purely historical are forward-looking statements.
Our forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes,
beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates,"
"believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project,"
"seek," "should," "would" and variations and similar words and expressions are intended to identify
such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. For information
identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements,
please refer to the Risk Factors section of the Company's final prospectus for its initial public offering filed with the SEC on
January 19, 2024 (the " Prospectus "). The Company's securities filings can be accessed on the EDGAR section of
the SEC's website at www.sec.gov. Forward-looking statements in this report may include, for example, statements about our:

 ability to complete our
 initial business combination;

 success in retaining or
 recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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

 potential ability to obtain
 additional financing to complete our initial business combination;

 pool of prospective target
 businesses;

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

 the delisting of our securities
 from Nasdaq or an inability to have our securities listed on Nasdaq following a business combination;

 potential change in control
 if we acquire one or more target businesses for stock;

 the potential liquidity
 and trading of our securities;

 the lack of a market for
 our securities;

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

 financial performance.

 The
forward-looking statements contained in this report 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 under the heading "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 do not intend and we do not undertake any 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 and/or if and when management knows or has a reasonable basis on which to conclude that
previously disclosed projections are no longer reasonably attainable.

 ii

 part
I

 ITEM
1. BUSINESS

 Introduction

Acquisition Corp. (the "Company," "we," "us," or "our") is a blank check company incorporated
in the British Virgin Islands as a BVI business company for the purpose of effecting a merger, share exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses, which we refer to herein as our "initial
business combination" or "Business Combination."

 The
registration statement (File No. 333-275176) (the "Registration Statement") for our initial public offering was declared
effective on January 18, 2024 (the "Initial Public Offering" or "IPO"). On January 23, 2024, the Company consummated
the IPO of 5,750,000 units (the "Units"), which includes the full exercise of the underwriter's over-allotment option.
Each Unit consists of one Class A ordinary share ("Ordinary Share") and one right ("Right") to receive one-fourth
(1/4) of one Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00
per Unit, generating gross proceeds of $57,500,000.

with the closing of the IPO, the Company consummated the private placement ("Private Placement") with Winky Investments Limited.,
the Company's sponsor, of 240,000 units (the "Private Placement Units") at a price of $10.00 per Unit, generating total
proceeds of $2,400,000. The Private Placement Units are identical to the public Units sold in the IPO. Additionally, such initial purchasers
agreed not to transfer, assign or sell any of the Private Placement Units or underlying securities (except in limited circumstances,
as described in the Unit Subscription Agreement) until after the completion of the Company's initial business combination. Such
initial purchasers were granted certain registration rights which is governed by a registration rights agreement in connection with the
purchase of the Private Placement Units. The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of
1933, as amended, as the transactions did not involve a public offering.

 On
January 23, 2024, a total of $57,500,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account
established for the benefit of the Company's public shareholders (the "Trust Account").

 Merger
Agreement

 On
April 8, 2024, the Company entered into an Agreement and Plan of Merger (the "Original Merger Agreement" and, as it may be
amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with (i) Hotel101 Global Pte. Ltd.,
a private company limited by shares incorporated under the laws of Singapore ("Hotel101 Global"), (ii) Hotel of Asia, Inc.,
a company with limited liability incorporated under the laws of the Philippines ("Hotel of Asia" and together with Hotel101
Global, the "Target Parties"), (iii) DoubleDragon Corporation, a company incorporated under the laws of the Philippines and
listed on the Philippine Stock Exchange, Inc. ("DoubleDragon"); (iv) DDPC Worldwide Pte. Ltd., a private company limited
by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of DoubleDragon ("DDPC"), (v) Hotel101 Worldwide
Private Limited, a private company limited by shares incorporated under the laws of Singapore ("Hotel101 Worldwide", and
together with DDPC, and DoubleDragon, the "Principal Shareholders"), (vi) Hotel101 Global Holdings Corp., an exempted company
with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of DoubleDragon ("PubCo"),
(vii) HGHC 4 Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of
PubCo ("Merger Sub 1"), and (viii) HGHC 3 Corp., a British Virgin Islands business company and a wholly-owned subsidiary
of PubCo ("Merger Sub 2"). Pursuant to the Merger Agreement, among other things, (i) prior to the Company Amalgamation and
SPAC Merger (each as defined below), DoubleDragon will transfer 40% of the total issued share capital of Hotel of Asia to PubCo (the
"Share Transfer") in exchange for 30,935,563 PubCo Class A ordinary shares (the "Transfer Payment Shares") pursuant
to a Share Purchase Agreement, (ii) prior to the Company Amalgamation and SPAC Merger (each as defined below), DDPC will transfer to
Hotel101 Global certain real estate-related properties free and clear of any encumbrances in exchange for the issuance of ordinary shares
in the capital of Hotel101 Global to DDPC (the "Property Transfer"), (iii) Hotel101 Global and Merger Sub 1 will amalgamate,
with Hotel101 Global being the surviving entity and becoming a wholly owned subsidiary of PubCo ("Company Amalgamation")
and (iv) the Company will merge with and into Merger Sub 2, with the Company being the surviving entity and becoming a wholly owned subsidiary
of PubCo (the "SPAC Merger"). Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid to DDPC,
Hotel 101 Worldwide and certain key executives of the Target Parties is an aggregate of $2,300,000,000 which will be paid entirely in
stock, comprised of newly issued ordinary shares of PubCo at a price of $10.00 per share (the "Closing Payment Shares").

 The
Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed
Merger is subject to certain conditions as further described in the Merger Agreement.

 The foregoing description of the Original Merger Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Original Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on April
8, 2024, and incorporated by reference herein.

 On
September 3, 2024, the Company entered into the First Amendment to Agreement and Plan of Merger (the "First Amendment") with
the Target Parties, the Principal Shareholders, PubCo, Merger Sub 1 and Merger Sub 2, that amended and modified the Original Merger Agreement.
Pursuant to the First Amendment, (i) prior to the SPAC Merger and the Company Amalgamation, DoubleDragon will transfer 40% of the total
issued share capital of Hotel of Asia to Hotel101 Global, in exchange for the issuance of 1,987,239 Hotel101 Global Shares, (ii) at the
Company Amalgamation Effective Time, Hotel101 Global and Merger Sub 1 shall amalgamate and continue as one company, with Hotel101 Global
being the surviving entity, and as a wholly owned subsidiary of PubCo, (iii) at the SPAC Merger Effective Time, Merger Sub 2 shall merge
with and into the Company with the Company being the surviving entity, and a wholly owned subsidiary of PubCo, (iv) the definitions and
provisions of "Closing Payment Shares", "Consideration Shares", "Hotel101 Global Shareholder Approval"
and "Share Purchase Agreement" were amended, (v) at the Company Amalgamation Effective Time, each of Hotel101 Global Shares
issued and outstanding immediately prior to the Company Amalgamation Effective Time shall automatically be cancelled in exchange for
the right to receive one PubCo Ordinary Share to be issued on the Closing Date, aggregating to 195,500,000 PubCo Ordinary Shares in total,
(vi) certain representations and warranties of the parties and certain covenants regarding D&O Tail Insurance, financial statements,
minority shareholder rights, and other matters were amended, (vii) if the Closing is not expected to occur by January 23, 2025 and termination
of the Merger Agreement has not occurred, then Hotel101 Global shall deposit into the Company's working capital account US$2,000,000
to extend the existence and cover certain expenses of the Company, as further described in the First Amendment, (viii) modifications
were made to the termination provisions and the Termination Fee was increased to US$2,000,000, and (ix) certain schedules and exhibits
to the Original Merger Agreement were amended.

 The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions
of the First Amendment, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on September 5, 2024, and incorporated
by reference herein.

 Background
and Competitive Strengths

 We
believe the experience and network of relationships of our management and director team will give us advantages in sourcing, structuring
and consummating a business combination. We believe that our team has a diverse set of skills, including experience across business development,
entrepreneurship, investment, finance and marketing, which will provide us access to proprietary deals, assist us in identifying and
evaluating a target, manage risk and effect a successful business combination. However, none of our management and director team is obligated
to remain with the company after an acquisition transaction, and we cannot provide assurance that the resignation or retention of our
current management will be a term or condition in any agreement relating to an acquisition transaction. Moreover, despite the competitive
advantages we believe we have, we remain subject to significant competition with respect to identifying and executing an acquisition
transaction.

 We
will seek to capitalize on the experience and networks of the members of our management and director team: Mr. Albert Wong, Mr. Claudius
Tsang, Mr. Frank Clifford Chan, Mr. Alex Lau and Mr. Kre imir Coric. Our team consists of seasoned and experienced professionals
who have significant experience in both public and private companies. Members of our management also have extensive experience in sourcing
and evaluating potential investment targets as well as deal negotiation, corporate finance, business operations and management. We have
developed a proprietary network of relationships with business leaders, investors and intermediaries that we believe can generate deal
flow for us. We believe our team has the ability to source attractive deals and find good investment opportunities from sources in their
networks.

 Our
management team's past performance is not an assurance that we will be able to identify an appropriate candidate for our initial
business combination or achieve success with respect to the business combination we intend to consummate.

 Redemption
rights for public shareholders upon consummation of our initial business combination

 We
will provide our public shareholders with the opportunity to redeem all or a portion their shares upon the consummation of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein.
The amount in the trust account is initially anticipated to be $10.00 per share. Our initial shareholder has agreed to waive their right
to receive liquidating distributions if we fail to consummate our initial business combination within the requisite time period. However,
if our initial shareholder or any of our officers, directors or affiliates acquires public shares in or after the initial public offering,
they will be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business
combination within the required time period.

 Redemption
of public shares and liquidation if no initial business combination

 Our
sponsor, officers and directors have agreed that we will complete our initial business combination within 15 months from the closing
of the IPO (or up to 18 months from the closing of the IPO, if we decide to extend the period of time to consummate a business combination).
If we are unable to consummate our initial business combination within the time period specified in our amended and restated memorandum
and articles of association, we will, as promptly as reasonably possible but not more than five business days thereafter, distribute
the aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $100,000 of interest to pay dissolution
expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of
our affairs. This redemption of public shareholders from the trust account shall be effected as required by function of our memorandum
and articles of association and prior to any voluntary winding up, although at all times subject to the Business Companies Act, 2004
of the British Virgin Islands, as amended (the "Companies Act").

 Following
the redemption of public shares, we intend to enter "voluntary liquidation" which is the statutory process for formally closing
and dissolving a company under the laws of the British Virgin Islands. Given that we intend to enter voluntary liquidation following
the redemption of public shareholders from the trust account, we do not expect that the voluntary liquidation process will cause any
delay to the payment of redemption proceeds from our trust account. In connection with such a voluntary liquidation, the liquidator would
give notice to creditors inviting them to submit their claims for payment, by notifying known creditors (if any) who have not submitted
claims and by placing a public advertisement in at least one newspaper published in the British Virgin Islands newspaper and in at least
one newspaper circulating in the location where the company has its principal place of business, and taking any other steps he considers
appropriate to identify the company's creditors, after which our remaining assets would be distributed. As soon as the affairs
of the company are fully wound-up, the liquidator must complete his statement of account and file notice with the Registrar that the
liquidation is complete. We would be dissolved once the Registrar issues a Certificate of Dissolution.

 Our
initial shareholder has agreed to waive their redemption rights with respect to their Class B ordinary shares, with no par value, held
by our initial shareholder, (the "Founder Shares"), if we fail to consummate our initial business combination within the
applicable period from the closing of our initial public offering.

 However,
if our initial shareholder, or any of our officers, directors or affiliates acquire public shares in or after the initial public offering,
they will be entitled to redemption rights with respect to such public shares if we fail to consummate our initial business combination
within the required time period. There will be no redemption rights or liquidating distributions with respect to the Representative Shares,
Founder Shares or private placement units, which will expire worthless in the event we do not consummate our initial business combination
within the required time period. We will pay the costs of our liquidation from our remaining assets outside of the trust account or interest
earned on the funds held in the trust account. However, the liquidator may determine that he or she requires additional time to evaluate
creditors' claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors). Also, a creditor
or shareholder may file a petition with the BVI court which, if successful, may result in our liquidation being subject to the supervision
of that court. Such events might delay distribution of some or all of our remaining assets.

 Additionally,
in any liquidation proceedings of the company under British Virgin Islands law, the funds held in our trust account may be included in
our estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any such claims
deplete the trust account we may not be able to return to our public shareholders the liquidation amounts payable to them.

 If
we do not complete an initial business combination and expend all of the net proceeds of our initial public offering, other than the
proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account or any amount
that may be deposited into the trust account to extend the date by which the Company has to complete a business combination, the per-share
redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account
could, however, become subject to the claims of our creditors, which would have higher priority than the claims of our public shareholders.

 The
actual per-share redemption amount received by shareholders may be less than $10.00, plus interest (net of taxes payable, and less up
to $100,000 of interest to pay dissolution expenses).

 Although
we will seek to have all vendors (except for our Independent Registered Public accountants), 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, there is no guarantee that they will execute such
agreements or even if they execute such agreements that they would 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 an 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 consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with
a third party if management believes that such third party's engagement would be in the best interests of the company under the
circumstances. 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. In order to protect the amounts held in the trust account or any amount that may be deposited into the trust account to extend
the date by which the Company has to complete a business combination, our sponsor 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 amounts in the trust account to below $10.00 per share, except as 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 the initial public offering against certain liabilities, including liabilities under the Securities Act. In the
event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent
of any liability for such third party claims. However, our sponsor may not be able to satisfy those obligations. None of our officers
or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
We have not independently verified whether our sponsor has sufficient funds to satisfy his indemnity obligations and believe that our
sponsor's only assets are securities of our company. We believe the likelihood of our sponsor having to indemnify the trust account
is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements
with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

 If
we are deemed insolvent for the purposes of the Insolvency Act, 2003 of the British Virgin Islands, as amended (the "Insolvency
Act") (i.e. (i) we fail to comply with the requirements of a statutory demand that has not been set aside under section 157 of
the Insolvency Act; (ii) execution or other process issued on a judgment, decree or order of a British Virgin Islands Court in favor
of a creditor of the company is returned wholly or partly unsatisfied; or (iii) either the value of the company's liabilities exceeds
its assets, or the company is unable to pay its debts as they fall due), then there are very limited circumstances where prior payments
made to shareholders or other parties may be deemed to be a "voidable transaction" for the purposes of the Insolvency Act.
A voidable transaction would include, for these purposes, payments made as "unfair preferences" or "transactions at
an undervalue". A liquidator appointed over an insolvent company who considers that a particular transaction or payment is a voidable
transaction under the Insolvency Act could apply to the British Virgin Islands Courts for an order setting aside that payment or transaction
in whole or in part.

 Additionally,
if we enter insolvent liquidation under the Insolvency Act, the funds held in our trust account will likely be included in our estate
and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete
the trust account you may not be able to return to our public shareholders the liquidation amounts due them.

 Our public shareholders will
be entitled to receive funds from the trust account only (i) in the event of a redemption of the public shares prior to any winding up
in the event we do not consummate our initial business combination within 15 months of the closing of the IPO (or up to 18 months from
the closing of the IPO if we extend the period of time to consummate a business combination by the full amount of time), (ii) if they
redeem their shares in connection with an initial business combination that we consummate or (iii) if they redeem their shares in connection
with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing
of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the time period specified
in our amended and restated memorandum and articles of association, or (B) with respect to any other provision relating to shareholders'
rights or pre-business combination activity. In no other circumstances shall a shareholder have any right or interest of any kind to or
in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder's
voting in connection with the business combination alone will not result in a shareholder's redeeming its shares to us for an applicable
pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above.

 Potential
Legal and Operational Risks Associated with Acquiring a Company that does Business in China

 As a British Virgin Islands company with no material operations of
our own, we conduct our operations through our principal executive office in Hong Kong and our sponsor and its affiliate(s) as well as
certain of our current executive officers and directors are located in or have significant ties to the People's Republic of China
and/or Hong Kong (collectively, the "PRC" or "China"). Because we are based in Hong Kong, we face various legal
and operational risks and uncertainties associated with doing business in China that are described in further detail below.

 None of the parties to the Merger Agreement are PRC entities. However,
there is no assurance that we will be able to complete the transactions contemplated by the Merger Agreement. In the event that we fail
to complete the transactions contemplated by the Merger Agreement, we may pursue or consummate an initial business combination with a
company located or doing business in the PRC. If our target company is a PRC company, the combined company may face various legal and
operational risks and uncertainties after the business combination, including, without limitation, regulatory review of overseas listing
of PRC companies, restrictions on foreign ownership in certain industries, regulatory changes in the variable interest entity (the "VIE")
structure, including the validity and enforcement of the agreements in connection with such a VIE structure, if our target company is
required to use such VIE structure. We are also subject to the risks of uncertainty about any future actions of the PRC government in
this regard, or if our PRC target company fails to comply with their rules and regulations. Further, if the PRC target company uses a
VIE structure, we will be subject to certain legal and operational risks associated with VIE's operations in the PRC. Specifically,
if the Chinese regulatory authorities disallows the VIE structure in the future, it will likely result in a material change in our financial
performance and our results of operations and/or the value of our securities post business combination with a PRC target, which could
cause the value of our securities to significantly decline or become worthless.

 PRC
laws and regulations are sometimes vague and uncertain, and therefore, these risks may result in a material change in our operations
or the combined company's principal operations in China, significant depreciation of the value of our or the combined company's
securities, or a complete hindrance of our or the combined company's ability to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.

 The
PRC government also initiated a series of regulatory actions and statements to regulate business operations in China, including adopting
new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, according
to the New Measures for Cybersecurity Review (the "New Measures") effective on February 15, 2022, network platform operators
with personal information of more than one million users must apply for cybersecurity review to the Cyber Security Review Office when
they go public abroad, and accordingly these companies may not be willing to list on a U.S. stock exchange or enter into a definitive
business combination agreement with us. We currently face risks associated with regulatory approvals of the proposed business combination
between us and the target, offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy. The PRC government
may also intervene with or influence our or the combined company's operations as the government deems appropriate to further regulatory,
political and societal goals. Any such action, once taken by the PRC government, could result in a material change in our operations,
including our search for a target business, and make it more difficult and costly for us to consummate a business combination with a
target business operating in China, result in material changes in the combined company's post-combination operations and cause
the value of our securities or those of the combined company's securities to significantly decline, or in extreme cases, become
worthless or completely hinder our ability or the ability of the combined company to offer or continue to offer securities to investors.

 On
December 24, 2021, the CSRC released for public comments Provisions of the State Council on the Administration of Overseas Securities
Offering and Listing by Domestic Companies (Draft for Comments) and Administrative Measures for the Filing of Overseas Securities Offering
and Listing by Domestic Companies (Draft for Comments) (the "Draft Overseas Listing Regulations"). On February 17, 2023,
the China Securities Regulatory Commission (the "CSRC") released the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies, or the Trial Measures, which came into effect on March 31, 2023. On the same date of
the issuance of the Trial Measures, the CSRC circulated No. 1 to No. 5 Supporting Guidance Rules, the Notes on the Trial Measures, the
Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter
Questions on the official website of the CSRC, or collectively, the Guidance Rules and Notice. The Trial Measures, together with the
Guidance Rules and Notice, reiterate the basic supervision principles as reflected in the Draft Overseas Listing Regulations by providing
substantially the same requirements for filings of overseas offering and listing by domestic companies, yet made the following updates
compared to the Draft Overseas Listing Regulations: (a) further clarification of the circumstances prohibiting overseas issuance
and listing; (b) further clarification of the standard of indirect overseas listing under the principle of substance over form,
and (c) adding more details of filing procedures and requirements by setting different filing requirements for different types of
overseas offering and listing. If we consummate our initial business combination with a PRC target company, pursuant to the Trial Measures
and, the Guidance Rules and Notice, the PRC target company that seeks to offer or list securities overseas, both directly and indirectly,
should fulfill the filing procedure and report relevant information to the CSRC within three working days following its submission
of initial public offerings or listing application.

 If
we consummate our initial business combination with a PRC target company, we may operate in the PRC primarily through our PRC subsidiaries.
We may also adopt a series of contractual arrangements with the VIEs in the PRC, in which case (i) the VIEs will be PRC-based operations
companies and our PRC subsidiaries will be shell companies and (ii) investors in our securities will not and may never directly own equity
interest in the VIEs but will instead hold equity interest in a holding company of our PRC subsidiaries. Under the VIE arrangement, the
dividends or other distributions to be paid by our PRC subsidiaries to their overseas holding company will depend on such PRC subsidiaries'
entitlement to substantially all of the economic benefits of the VIEs, which are typically in the form of services fees or license fees
payable by the VIEs to our PRC subsidiaries under various VIE agreements. Such contractual arrangements may not be as effective as direct
ownership in respect of our relationship with the VIE and we may be adversely affected if we experience difficulties in settling the
amounts owed to our PRC subsidiaries by the VIEs. All of these contractual arrangements may be governed by and interpreted in accordance
with PRC law, and disputes arising from these contractual arrangements may be resolved in court or through arbitration in China. However,
the legal environment in the PRC is not as developed as in some other jurisdictions. As a result, uncertainties in the PRC legal system
could limit our ability to enforce the contractual arrangements. There are very few precedents and little official guidance as to how
contractual arrangements should be interpreted or enforced under PRC law. The contractual arrangements have not been tested in a court
of law in the PRC and there remain significant uncertainties regarding the ultimate outcome of arbitration or court decisions should
legal action become necessary.

 Currently,
we are a single entity and do not make any internal cash transfers. However, if our organizational structure expands, or if we acquire
a PRC target company which does not require a VIE structure, we may transfer funds to the PRC target company through an increase in the
registered capital of or a shareholder loan to the PRC target company. The PRC target company may in turn make distributions or pay dividends
to us. If we acquire a PRC target company which requires a VIE structure, the post-combination entity may rely on payments made from
the VIE to a wholly foreign-owned enterprise (the "WFOE") and subsequently the WFOE distributes funds to the post-combination
entity as dividends, and cash to the PRC target company could be transferred through our organization in the manner as follows: (i) the
holding company may transfer funds to WFOE, via additional capital contributions or shareholder loans, as the case may be; and (ii) the
WFOE may provide loans to the PRC target company, subject to statutory limits and restrictions. If our organizational structure expands,
or if we acquire a company based in China, to the extent that we or the combined company in the future seeks to fund the business through
distributions, dividends, or transfers of funds among and between the holding company and subsidiaries, any such transfer of funds within
and among the subsidiaries will be subject to PRC regulations. Specifically, investment in Chinese companies is governed by the Foreign
Investment Law, the dividends and distributions from a PRC subsidiary are subject to regulations and restrictions on dividends and payments
to parties outside of China, and any transfer of funds among the PRC subsidiaries is subject to regulations on private lending and must
be permitted thereunder. Additionally, the PRC government may impose controls on the conversion of Renminbi into foreign currencies and
the remittance of currencies out of the PRC. In order for the combined company to pay dividends to its shareholders, the combined company
will rely on payments made from the PRC subsidiaries of the combined company and the distribution of such payments to the combined company
as dividends from the PRC subsidiaries of the combined company. The dividends and distributions from a PRC subsidiary will be subject
to regulations and restrictions on dividends and payments to parties outside of China and the combined company may experience difficulties
in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from its subsidiaries,
if any.

 Regardless
of whether we have a VIE structure or direct ownership structure post-business combination, we may depend on dividends and other distributions
on equity paid by our PRC subsidiaries for our cash and financing requirements. As of the date of this annual report, we have not made
any dividends or distributions to our shareholders or any U.S. investors and we have not made any cash transfers as we are a blank check
company with no subsidiary. Due to (i) the risks of doing business in the PRC, and (ii) our sponsor and its affiliate(s) as well as certain
of our current executive officers and directors are located in or have significant ties to PRC, we may be a less attractive partner to
non-PRC based target companies as compared to a non-PRC based special purpose acquisition company (the "SPAC") which may
therefore make it harder for us to complete an initial business combination with a target company that is non-PRC based and which may
therefore make it more likely for us to consummate a business combination with a target company located in the PRC.

to the Holding Foreign Companies Accountable Act (the "HFCAA"), the United States Public Company Accounting Oversight Board
(the "PCAOB") issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate
completely registered public accounting firms headquartered in (1) mainland China of the PRC because of a position taken by one or more
authorities in mainland China and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken
by one or more authorities in Hong Kong. In addition, the PCAOB's report identified the specific registered public accounting firms
which are subject to these determinations. On December 15, 2022, the PCAOB announced that PCAOB has secured complete access to inspect
and investigate public accounting firms headquartered in mainland China and Hong Kong, and vacated previous determinations to the contrary.
However, uncertainties exist with respect to the implementation of this framework and there is no assurance that the PCAOB will be able
to execute, in a timely manner, its future inspections and investigations in a manner that satisfies the Protocol. Should PRC authorities
obstruct or otherwise fail to facilitate the PCAOB's access — in any way and at any point in the future — the Board
of PCAOB will act immediately to consider the need to issue a new determination. Our independent accountant, Marcum Asia CPAs LLP ("Marcum
Asia"), is a United States accounting firm based in New York City and is subject to regular inspection by the PCAOB. Marcum Asia
is not headquartered in mainland China or Hong Kong and was not identified in the Determination Report as a firm subject to the PCAOB's
determinations. As a SPAC, our current business activities only involve preparation of the IPO and searching for targets and consummation
of a business combination. Marcum Asia has access to our books and records maintained virtually prior to the consummation of a business
combination.

 Notwithstanding
the foregoing, in the event that we decide to consummate our initial business combination with a target business based in or primarily
operating in China, if there is any regulatory change which prohibits the independent accountants from providing audit documentations
located in mainland China or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination
Report so that the target company or the combined company is subject to the HFCAA, as the same may be amended, you may be deprived of
the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets and the trading
of our securities on a national securities exchange or in the over-the-counter trading market in the U.S. may be prohibited and our securities
may be delisted by such exchange under the HFCAA. On December 29, 2022, the President signed the Consolidated Appropriations Act, 2023,
which, among other things, amended the HFCAA to reduce the number of consecutive years an issuer can be identified as a Commission-Identified
Issuer before the Commission must impose an initial trading prohibition on the issuer's securities from three years to two years.
Therefore, once an issuer is identified as a Commission-Identified Issuer for two consecutive years, the Commission is required under
the HCFAA to prohibit the trading of the issuer's securities on a national securities exchange and in the over-the-counter market.
If the combined company's auditor cannot be inspected by the PCAOB for two consecutive years, the trading of the securities on
any U.S. national securities exchanges as well as any over-the-counter trading in the U.S. will be prohibited and our securities may
be delisted by such exchange.

 Furthermore,
there may be difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us
based on foreign laws. Certain of our current executive officers and directors are located in, or have significant ties to, China. Also,
if we decide to consummate our initial business combination with a target business based in and primarily operating in China, it is possible
that substantially all or a significant portion of combined company's assets may be located outside of the United States and some
of the combined company's officers and directors may reside outside of the United States. As a result, it may be difficult to effect
service of process upon these officers and directors who reside outside of the United States. Even with effective service of process,
it may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S.
federal securities laws against the officers and directors. In addition, there is uncertainty as to whether the courts of the PRC would
recognize or enforce judgments of U.S. courts against the officers and directors predicated upon the civil liability provisions of the
securities laws of the United States or any state. The recognition and enforcement of foreign judgments are provided for under the PRC
Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures
Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions.
China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition
and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign
judgment by us against the officers or directors or the future combined company if they decide that the judgment violates the basic principles
of PRC laws or national sovereignty, security, or the public interest. As a result, it is uncertain whether and on what basis a PRC court
would enforce a judgment rendered by a court in the United States.

 No
PRC legal counsel had been retained and consequently the company did not rely on the advice of PRC counsel. The above discussion is based
on our management's understanding of the current PRC laws, rules, regulations and local market practices and we cannot assure you
that our management's understanding is correct. Furthermore, there would be added costs and issues with bringing an original action
in foreign courts against the combined company or the officers and directors to enforce liabilities based upon the U.S. Federal securities
laws, and they still may be fruitless.

 Potential
Approvals from the PRC Governmental Authorities for a Business Combination

 Since none of the parties
to the Merger Agreement are PRC entities, the transactions contemplated by the Merger Agreement will not be subject to approvals from
PRC government authorities. However, there is no assurance that we will be able to complete the transactions contemplated by the Merger
Agreement. In the event that we fail to complete the transactions contemplated by the Merger Agreement, we will identify other prospective
target businesses. Our efforts in identifying prospective target businesses will not be limited to a particular industry or country, although
we intend to focus on businesses in the lifestyle sector, with a focus on technology enabled companies,. There is no restriction on the
geographic location for our target search, and it is our intent to pursue targets globally. Though we currently do not have any PRC subsidiary
or China operations, we may consummate our initial business combination with a target with principal operations in China and be subject
to certain legal and operational risks associated with its operations in the PRC.

 The
Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the "M&A Rules"), adopted by six
PRC regulatory agencies in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas
listing of securities in a PRC company 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. The scope of the M&A Rules covers two types of transactions: (a) equity deals where the
acquisition by a foreign investor, i.e., the offshore special purpose vehicle, of equity in a "PRC domestic company," and
(b) asset deals where the acquisition by an offshore special purpose vehicle of the assets of a "PRC domestic company." However,
substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles and the
above analysis are subject to any new laws, rules and regulations or detailed implementation and interpretations in any form relating
to the M&A Rules. If we are required to obtain such approvals, we cannot assure we will be able to receive them in a timely manner,
or at all.

 On
July 6, 2021, 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 Strictly Cracking Down on Illegal Securities Activities According to Law (the "Opinions"),
which call for strengthened regulation over illegal securities activities and supervision on overseas listings by China-based companies
and propose to take effective measures, such as promoting the development of relevant regulatory systems to deal with the risks and incidents
faced by China-based overseas-listed companies. The Opinions also provide 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
February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies
(the "Trial Measures"), which took effect on March 31, 2023. The Trial Measures supersede the prior M&A Rules and clarified
and emphasized several aspects related to securities offerings, which include but are not limited to: (1) comprehensive determination
of the "indirect overseas offering and listing by PRC domestic companies" in compliance with the principle of "substance
over form" and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following
criteria are met at the same time: (a) 50% or more of the issuer's operating revenue, total profit, total assets or net assets
as documented in its audited consolidated financial statements for the most recent accounting year comes from PRC domestic companies,
and (b) the main parts of the issuer's business activities are conducted in mainland China, or its main places of business are
located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled
in mainland China; (2) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but
not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, (b) are not
required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and
(c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however that such issuers
are required to carry out filing procedures if they conduct refinancing or are involved in other circumstances that require filing with
the CSRC; (3) a negative list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering
overseas has been recognized by the State Council of the PRC as a possible threat to national security, (b) issuers whose affiliates
have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major
disputes regarding equity ownership; (4) issuers' compliance with web security, data security, and other national security laws
and regulations; (5) issuers' filing and reporting obligations, such as the obligation to file with the CSRC after it submits an
application for initial public offering to overseas regulators, and the obligation after offering or listing overseas to report to the
CSRC material events including a change of control or voluntary or forced delisting of the issuer; and (6) the CSRC's authority
to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial Measures, including failure
to comply with filing obligations or committing fraud and misrepresentation.

 Furthermore,
pursuant 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"). In April 2020, the CAC and certain other PRC regulatory authorities promulgated the Measures
for Cybersecurity Review, which requires that operators of critical information infrastructure must pass a cybersecurity review when
purchasing network products and services which do or may affect national security. On January 4, 2022, the CAC, in conjunction with 12
other government departments issued the New Measures for Cybersecurity Review (the "New Measures"). The New Measures amends
the Measures for Cybersecurity Review (Draft Revision for Comments) (the "Draft Measures") released on July 10, 2021 and
came into effect on February 15, 2022. The New Measures include data processing activities of network platform operators that affect
or may affect national security into cybersecurity review and clarify that network platform operators with personal information of more
than one million users must apply for cybersecurity review to the Cybersecurity Review Office when they go public abroad. The PRC Data
Security Law, which took effect on September 1, 2021, imposes data security and privacy obligations on entities and individuals that
carry out data activities, provides for a national security review procedure for data activities that may affect national security and
imposes export restrictions on certain data and information. On August 20, 2021, the Standing Committee of the People's Congress
promulgated the PRC Personal Information Protection Law (the "PIPL"), which is to take effect on November 1, 2021. The PIPL
sets out the regulatory framework for the handling and protection of personal information and the transmission of personal information
overseas. If our potential future target business in China involves collecting and retaining internal or customer data, it is our management's
understanding that such target business might be subject to the relevant cybersecurity laws and regulations, including the PRC Cybersecurity
Law and the PIPL as discussed above, and that such target business needs to go through the cybersecurity review process before effecting
a business combination if it is deemed as a critical information infrastructure operator purchasing internet products and services that
affects or may affect national security, a network platform operator that affect or may affect national security, or a network platform
operator with personal information of more than one million users, we could be subject to PRC cybersecurity review.

 No
PRC legal counsel has been retained by the Company. The above discussion is based on our management's understanding of the current
PRC laws, rules, regulations and local market practices and we cannot assure you that our management's understanding is correct.
Uncertainties still exist as to how rules and regulations could be interpreted or implemented in the future, and the opinions stated
above is subject to any new laws, rules and regulations or detailed implementations and interpretations.

 Transfer
of Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China (Post-Business Combination)

 We
are a blank check company with no subsidiaries and no operations of our own except searching for a suitable target to consummate an initial
business combination. As of the date of this annual report, no transfers, dividends, or distribution have been made by us.

 Since none of the parties
to the Merger Agreement are PRC entities, the transactions contemplated by the Merger Agreement will not be subject to the following PRC
rules and requirements. However, there is no assurance that we will be able to complete the transactions contemplated by the Merger Agreement.
In the event that we fail to complete the transactions contemplated by the Merger Agreement, and we decide to consummate our initial business
combination with a target business based in and primarily operating in China, the combined company whose securities will be listed on
a U.S. stock exchange may make capital contributions or extend loans to its PRC subsidiaries through intermediate holding companies subject
to compliance with relevant PRC foreign exchange control regulations. After the business combination, the combined company's ability
to pay dividends, if any, to the shareholders and to service any debt it may incur will depend upon dividends paid by its PRC subsidiaries.
Under PRC laws and regulations, PRC companies are subject to certain restrictions with respect to paying dividends or otherwise transferring
any of their net assets to offshore entities. In particular, under the current PRC laws and regulations, dividends may be paid only out
of distributable profits. Distributable profits are the net profit as determined under Chinese accounting standards and regulations, less
any recovery of accumulated losses and appropriations to statutory and other reserves required to be made. A PRC company is required to
set aside at least 10% of its after-tax profits each year to fund certain statutory reserve funds (up to an aggregate amount equal to
half of its registered capital). As a result, the combined company's PRC subsidiaries may not have sufficient distributable profits
to pay dividends to the combined company. Furthermore, if certain procedural requirements are satisfied, the payment in foreign currencies
on current account items, including profit distributions and trade and service related foreign exchange transactions, can be made without
prior approval from State Administration of Foreign Exchange (the "SAFE") or its local branches. However, 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, approval from or registration with competent government authorities or its authorized banks is required.

 The
PRC government may take measures at its discretion from time to time to restrict access to foreign currencies for current account or
capital account transactions. If the foreign exchange control regulations prevent the PRC subsidiaries of the combined company from obtaining
sufficient foreign currencies to satisfy their foreign currency demands, the PRC subsidiaries of the combined company may not be able
to pay dividends or repay loans in foreign currencies to their offshore intermediary holding companies and ultimately to the combined
company. We cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict the
remittance of Renminbi into or out of the PRC. We cannot assure you, in light of the restrictions in place, or any amendment to be made
from time to time, that the PRC subsidiaries of the combined company will be able to satisfy their respective payment obligations that
are denominated in foreign currencies, including the distribution of earnings from our businesses, including subsidiaries, to the parent
company and U.S. investors as well as the ability to settle amounts owed under contractual agreements.

 Furthermore,
the transfer of funds among the PRC subsidiaries are subject to the Provisions of the Supreme People's Court on Several Issues
Concerning the Application of Law in the Trial of Private Lending Cases (2020 Revision, the "Provisions on Private Lending Cases"),
which was issued by the Supreme People's Court of the People's Republic of China on August 25, 2015 and amended on August
19, 2020 and December 29, 2020, respectively, to regulate the financing activities between natural persons, legal persons and unincorporated
organizations. The Provisions on Private Lending Cases do not apply to the disputes arising from relevant financial services such as
loan disbursement by financial institutions and their branches established upon approval by the financial regulatory authorities to engage
in lending business. The Provisions on Private Lending Cases set forth that private lending contracts will be deemed invalid under the
circumstance that (i) the lender swindles loans from financial institutions for relending; (ii) the lender relends the funds obtained
by means of a loan from another profit-making legal person, raising funds from its employees, or illegally taking deposits from the public;
(iii) the lender who has not obtained the lending qualification according to the law lends money to any unspecified object of the society
for the purpose of making profits; (iv) the lender lends funds to a borrower when the lender knows or should have known that the borrower
intended to use the borrowed funds for illegal or criminal purposes; (v) the lending is violations of public orders or good morals; or
(vi) the lending violates mandatory provisions of laws or administrative regulations. The Provisions on Private Lending Cases set forth
that the People's Court shall support the interest rates not exceeding four times of the market interest rate quoted for one-year
loan at the time the private lending contracts were entered into.

 Enforceability
of Civil Liabilities

 We
are incorporated under the laws of the British Virgin Islands a business company with limited liability. The British Virgin Islands has
a less developed body of securities laws than the United States and provides less protection for investors. In addition, British Virgin
Islands companies may not have standing to sue before the federal courts of the United States.

 As
a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect
service of process upon those officers and directors, to enforce judgments of United States courts predicated upon civil liabilities
and criminal penalties on them under United States securities laws.

 Our
directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their
assets are located outside the United States. Further, there is uncertainty if any officers and directors of the post-combination entity
will be located outside the Unites States. As a result, it may be difficult, or in some cases not possible, for investors to enforce
their legal rights, to effect service of process upon those officers and directors (prior to or after the business combination) located
outside the United States to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them
under United States securities laws or any state in the United States.

 Furthermore,
the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States
and many other countries and regions, and you may have to incur substantial costs and contribute significant time to enforce civil liabilities
and criminal penalties in reliance on legal remedies under PRC laws. Therefore, recognition and enforcement in the PRC of judgement of
United States courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

 Extensions
and Redemptions

to the First Amendment dated September 3, 2024, Hotel101 Global agreed to deposit into the Company's working capital account $2,000,000
to extend the existence of the Company for up to one year and to cover certain expenses of the Company.

 On January 8, 2025, the Company
received $2,000,000 from Hotel101 Global, pursuant to the First Amendment. On January 13, 2025, the Company used funds from the amount
received and deposited into the Company's trust account $575,000 (representing $0.10 per Ordinary Share) to extend the combination
period from January 23, 2025 to April 23, 2025. The Company can extend for an additional three months with an additional deposit into
the Trust Account in the amount of $575,000 ($0.10 per share) on or prior to April 23, 2025.

 See
the Current Report on Form 8-K filed by the Company with the SEC on January 14, 2025 for additional information.

 Other
Acquisition Considerations

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.
In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors,
we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent
firm that commonly renders valuation opinions or an independent accounting firm that our initial business combination is fair to our
company from a financial point of view. We are not required to obtain such an opinion in any other context.

 Unless
we complete our initial business combination with an affiliated entity, or our board of directors (the "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, another independent firm that commonly renders valuation opinions or from an independent accounting firm that the price
we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be
relying on the business judgment of our Board, which will have significant discretion in choosing the standard used to establish the
fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards
used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business
combination.

 Members
of our management and director team may directly or indirectly own our Class A ordinary shares and/or private placement units and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of 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.

 Each
of our sponsors, directors and officers presently has, and in the future any of our sponsors, directors and our officers may have additional,
fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition
opportunities to such entity. Accordingly, subject to his or her fiduciary duties under British Virgin Islands law, if any of our officers
or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary
or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition
opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and
articles of association provide that, subject to his or her fiduciary duties under British Virgin Islands law, we renounce our interest
in any corporate opportunity offered to any officer or director 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. We do not believe, however, that any fiduciary duties or contractual obligations
of our directors or officers would materially undermine our ability to complete our business combination.

 Our
sponsor, officers and directors are now, and may become a sponsor, an officer or director of other special purpose acquisition companies
with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Notwithstanding that,
such officers and directors will continue to have a pre-existing fiduciary obligation to us and we will, therefore, have priority over
any special purpose acquisition companies they subsequently join.

 Competition

 In
identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective
similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations
directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous
potential target businesses that we could complete a business combination with utilizing the net proceeds of the initial public offering,
our ability to compete in completing a business combination with certain sizable target businesses may be limited by our available financial
resources. Furthermore, the requirement that, so long as our securities are listed on Nasdaq, we acquire a target business or businesses
having a fair market value equal to at least 80% of the value of the trust account (less deferred underwriting discounts and any taxes
payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time of the agreement to enter
into the business combination, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights,
and our outstanding private placement units and the potential future dilution they represent, may not be viewed favorably by certain
target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination.

 Conflicts
of Interest

 Each
of our sponsors, officers and directors presently has, and in the future any of our directors and our officers may have additional, fiduciary
or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition
opportunities to such entity. Accordingly, subject to his or her fiduciary duties under British Virgin Islands law, if any of our officers
or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary
or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition
opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and
articles of association provide that, subject to his or her fiduciary duties under British Virgin Islands law, we renounce our interest
in any corporate opportunity offered to any officer or director 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. We do not believe, however, that any fiduciary duties or contractual obligations
of our directors or officers would materially undermine our ability to complete our business combination.

 Emerging
Growth Company Status and Other Information

 We
are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified
by the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as 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 of 2002, or 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
stockholder 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.

 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. The Company has 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, the Company, 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 the Company's 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.

 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 date of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be
a large accelerated filer, which means the market value of our shares of common stock that are held by non-affiliates exceeds $700 million
as of the prior June 30, 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 exceeds $250 million as of the end of that year's second fiscal quarter, 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 end of that year's second fiscal quarter.

 Employees

 We currently have two officers.
These individuals 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 deems necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in
any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the
business combination process we are in. We do not intend to have any full time employees prior to the consummation of our initial business
combination.

 ITEM
1A. RISK FACTORS

 As
a smaller reporting company, we are not required to make disclosures under this Item. However, in addition to the risk factors disclosed
in our prospectus filed with the SEC on January 19, 2024, we have identified the below-listed additional risk factors. Any of these factors
could result in a significant or material adverse effect on our results of operations or financial condition:

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

 As of December 31, 2024, the
Company had cash of $809,301 and a working capital of $415,647. Further, we have incurred and expect to continue to incur significant
costs as a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses in connection with
our initial business combination activities. Management's plans to address any need for additional capital are discussed in "Part
II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." We cannot assure you that
any efforts to raise capital (if required) or to consummate an initial business combination will 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 continue as a going concern.

 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.

 Our
Sponsor, Winky Investments Limited, is a limited liability company incorporated in British Virgin Islands, and is 100% owned by Albert
Wong, a non-U.S. person. We are therefore likely considered a "foreign person" under the regulations administered by
CFIUS and will continue to be considered as such in the future for so long as our Sponsor has the ability to exercise control over us
for purposes of CFIUS's regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS
review, the scope of which 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 subjects certain
categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within
CFIUS's jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice
to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk 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 without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain
initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. 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 have only a limited time to complete our
initial business combination, our failure to obtain any required approvals within the requisite time-period may require us to liquidate.
If we liquidate, our public shareholders may only receive their pro rata share of amounts held in the Trust Account, and our units and
Founder Shares will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the
chance of realizing future gains on your investment through any price appreciation in the combined company.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
1C. CYBERSECURITY

 As
a blank check company, we have no operations and therefore do not have any operations of our own that face material cybersecurity threats.
However, we do depend on the digital technologies of third parties, including information systems, infrastructure and cloud applications
and services, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize,
including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or
confidential data. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes
of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. We have
not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. In the event of a cybersecurity
incident impacting us, the management team will report to the board of directors and provide updates on the management team's incident
response plan for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant
investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources
to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these
occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss.

 ITEM
2. PROPERTIES

 We
currently maintain our executive offices at G/F Hang Tak Building, 1 Electric Street, Wan Chai, Hong Kong. We consider our current office
space adequate for our current operations.

 ITEM
3. LEGAL PROCEEDINGS

 We
may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not
currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding,
investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business,
financial condition or results of operations.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
Applicable.

 part
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our
units began to trade on The Nasdaq Capital Market, or Nasdaq, under the symbol "JVSAU" on January 19, 2024. Our ordinary
shares and rights commenced separate trading on Nasdaq on or about March 11, 2024, under the symbols "JVSA," and "JVSAR,"
respectively.

 Holders
of Record

 At March 6, 2025, there were 7,686,250 ordinary shares issued and outstanding held by three holders of record (including ordinary shares
underlying units). The number of record holders was determined from the records of our transfer agent and does not include beneficial
owners of ordinary shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

 Dividends

 We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our
initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends
subsequent to our initial business combination will be within the discretion of our Board of Directors at such time and we will only
pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under laws of the British Virgin
Islands. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share capitalizations
in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, 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.

 Recent
Sales of Unregistered Securities

 None.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM
6. [RESERVED]

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

 References
to the "Company," "us," "our," or "we" refer to JVSPAC Acquisition Corp. The following
discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial
statements and related notes herein.

 The
following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction
with our audited financial statements and the notes related contained elsewhere in this report. Certain information contained in the
discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. 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 "Special Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual
Report on Form 10-K.

 Overview

 We
are a blank check company formed in the British Virgin Islands on April 20, 2021. The Company was incorporated for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(the "Business Combination"). Our efforts to identify and complete a prospective initial business combination target will
not be limited to a particular industry or sector.

 We
expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete
a business combination will be successful.

 Recent
Developments

 On
January 23, 2024, we consummated our Initial Public Offering and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full
exercise of the underwriters' option to purchase additional units to cover the over-allotment, hence the 187,500 shares of Class
B ordinary shares were subsequently forfeited. Each Unit consists of one Class A ordinary share and one Right to receive one-fourth of
one Class A ordinary share upon the consummation of an initial Business Combination. The Units were sold at a price of $10.00 per unit,
generating gross proceeds to us of $57,500,000.

with the closing of the Initial Public Offering and the sale of the Units, we consummated the Private Placement of an aggregate 240,000
Private Placement Units, which included the additional 7,500 Private Placement Units sold pursuant to the full exercise of the underwriters'
option to cover the over-allotment.

 Upon
closing of the Initial Public Offering, the Private Placement, and the sale of the Over-Allotment Units, a total of $57,500,000 was placed
in the Trust Account.

 On
April 8, 2024, we entered into an Agreement and Plan of Merger (the "Original Merger Agreement", as it may be amended, supplemented
or otherwise modified from time to time, the "Merger Agreement") with (i) Hotel101 Global Pte. Ltd., a private company limited
by shares incorporated under the laws of Singapore ("Hotel101 Global"), (ii) Hotel of Asia, Inc., a company with limited
liability incorporated under the laws of the Philippines ("Hotel of Asia" and together with Hotel101 Global, the "Target
Parties"), (iii) DoubleDragon Corporation, a company incorporated under the laws of the Philippines and listed on the Philippine
Stock Exchange, Inc. ("DoubleDragon"); (iv) DDPC Worldwide Pte. Ltd., a private company limited by shares incorporated under
the laws of Singapore and a wholly-owned subsidiary of DoubleDragon ("DDPC"), (v) Hotel101 Worldwide Private Limited, a private
company limited by shares incorporated under the laws of Singapore ("Hotel101 Worldwide", and together with DDPC, and DoubleDragon,
the "Principal Shareholders"), (vi) Hotel101 Global Holdings Corp., an exempted company with limited liability incorporated
under the laws of the Cayman Islands and a wholly-owned subsidiary of DoubleDragon ("PubCo"), (vii) HGHC 4 Pte. Ltd., a private
company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of PubCo ("Merger Sub 1"),
and (viii) HGHC 3 Corp., a British Virgin Islands business company and a wholly-owned subsidiary of PubCo ("Merger Sub 2").
Pursuant to the Merger Agreement, (i) prior to the Company Amalgamation and SPAC Merger (each as defined below), DoubleDragon will transfer
40% of the total issued share capital of Hotel of Asia to PubCo (the "Share Transfer") in exchange for 30,935,563 PubCo Class
A ordinary shares (the "Transfer Payment Shares") pursuant to a Share Purchase Agreement, (ii) prior to the Company Amalgamation
and SPAC Merger (each as defined below), DDPC will transfer to Hotel101 Global certain real estate-related properties free and clear
of any encumbrances in exchange for the issuance of ordinary shares in the capital of Hotel101 Global to DDPC (the "Property Transfer"),
(iii) Hotel101 Global and Merger Sub 1 will amalgamate, with Hotel101 Global being the surviving entity and becoming a wholly owned subsidiary
of PubCo ("Company Amalgamation") and (iv) we will merge with and into Merger Sub 2, with us being the surviving entity and
becoming a wholly owned subsidiary of PubCo (the "SPAC Merger"). Pursuant to the terms of the Merger Agreement, the aggregate
consideration to be paid to DDPC, Hotel 101 Worldwide and certain key executives of the Target Parties is an aggregate of $2,300,000,000
which will be paid entirely in stock, comprised of newly issued ordinary shares of PubCo at a price of $10.00 per share (the "Closing
Payment Shares").

 The
Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed
Merger is subject to certain conditions as further described in the Merger Agreement.

 The foregoing description of the Original Merger Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Original Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on April
8, 2024, and incorporated by reference herein.

 First
Amendment to Merger Agreement

 On
September 3, 2024, we entered into the First Amendment with the Target Parties, the Principal Shareholders, PubCo, Merger Sub 1 and Merger
Sub 2, that amended and modified the Original Merger Agreement. Pursuant to the First Amendment, (i) prior to the SPAC Merger and the
Company Amalgamation, DoubleDragon will transfer 40% of the total issued share capital of Hotel of Asia to Hotel101 Global, in exchange
for the issuance of 1,987,239 Hotel101 Global Shares, (ii) at the Company Amalgamation Effective Time, Hotel101 Global and Merger Sub
1 shall amalgamate and continue as one company, with Hotel101 Global being the surviving entity, and as a wholly owned subsidiary of
PubCo, (iii) at the SPAC Merger Effective Time, Merger Sub 2 shall merge with and into us with us being the surviving entity, and a wholly
owned subsidiary of PubCo, (iv) the definitions and provisions of "Closing Payment Shares", "Consideration Shares",
"Hotel101 Global Shareholder Approval" and "Share Purchase Agreement" were amended, (v) at the Company Amalgamation
Effective Time, each of Hotel101 Global Shares issued and outstanding immediately prior to the Company Amalgamation Effective Time shall
automatically be cancelled in exchange for the right to receive one PubCo Ordinary Share to be issued on the Closing Date, aggregating
to 195,500,000 PubCo Ordinary Shares in total, (vi) certain representations and warranties of the parties and certain covenants regarding
D&O Tail Insurance, financial statements, minority shareholder rights, and other matters were amended, (vii) if the Closing is not
expected to occur by January 23, 2025 and termination of the Merger Agreement has not occurred, then Hotel101 Global shall deposit into
our working capital account US$2,000,000 to extend the existence and cover certain expenses of us, as further described in the First
Amendment, (viii) modifications were made to the termination provisions and the Termination Fee was increased to US$2,000,000, and (ix)
certain schedules and exhibits to the Original Merger Agreement were amended.

 The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions
of the First Amendment, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on September 5, 2024, and incorporated
by reference herein.

 On January 8, 2025, we received
$2,000,000 from Hotel101 Global. Using the funds received from Hotel 101 Global, we deposited $575,000 into the Trust Account on January
13, 2025, extending the time available to consummate a Business Combination for an additional three (3) months, from January 23, 2025
to April 23, 2025. The Company can extend for an additional three months with an additional deposit into the Trust Account in the amount
of $575,000 ($0.10 per share) on or prior to April 23, 2025.

 There is no assurance that
the Company will complete its initial Business Combination.

 Results
of Operations

 We have neither engaged in
any operations nor generated any operating revenues to date. Our only activities from inception through December 31, 2024, The Company
was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. We do not expect to generate any operating revenues until after the completion of our initial
business combination, at the earliest.

 We generate non-operating
income in the form of interest income on investments held in the Trust Account. We expect to continue to incur expenses as a result of
being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in
connection with searching for, and completing, a business combination.

 For the year ended December
31, 2024, we had net income of $2,002,561, which consists of interest income from trust of $2,770,176 and interest income from bank of
$38,491, partially offset by operation loss of $806,106 derived from formation and operating costs.

 For the year ended December
31, 2023, we had a net loss of $76,827, which consists of operating loss of $76,827 derived from formation and operating costs.

 Liquidity
and Capital Resources

 Our liquidity needs have been satisfied prior to completion of the
IPO through receipt of $25,000 from the sale of the founder shares to our sponsor and up to $350,000 in loans from our sponsor under an
unsecured promissory note, and net proceeds from the IPO of approximately $1.5 million that were not required to be deposit into the Trust
Account. As of December 31, 2024, we had borrowed $286,385 under the promissory note with our sponsor, which remained unpaid and
will be due as demanded. As of the date of this filing, the Sponsor has not demanded repayment.

 On
January 23, 2024, we consummated its IPO of 5,750,000 Units, which includes the full exercise of the underwriter's over-allotment
option. Each Unit consists of one Class A ordinary share, no par value per share, and one right to receive one-fourth of one Class A
ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $10.00 per Unit,
generating total gross proceeds of $57,500,000. Simultaneously with the consummation of the IPO and the sale of the Units, we consummated
the Private Placement of 240,000 Private Placement Units to the Sponsor, at a price of approximately $10.00 per Private Placement Unit,
generating total proceeds of $2,400,000. The Private Placement Units are identical to the public Units sold in the IPO. Additionally,
such initial purchasers agreed not to transfer, assign or sell any of the Private Placement Units or underlying securities (except in
limited circumstances, as described in the Unit Subscription Agreement) until after the completion of our initial business combination.
Such initial purchasers were granted certain registration rights which is governed by a registration rights agreement in connection with
the purchase of the Private Placement Units. The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act
of 1933, as amended, as the transactions did not involve a public offering.

 Following
the closing of the IPO on January 23, 2024, an amount of $57,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units
in the IPO and the sale of the Private Placement Units was placed in a Trust Account.

 For the year ended December 31, 2024, net cash used in operating activities
was $728,008. Net income of $2,002,561 was affected by interest earned on investment held in the Trust Account of $2,770,176. Changes
in operating assets and liabilities provided $39,607 of cash for operating activities.

 For the year ended December
31, 2024, net cash used in investing activities was $57,500,00 related to the investment of cash from the proceeds of the IPO.

 For the year ended December 31, 2024, net cash provided by financing
activities was $59,037,309, which consisted of $57,500,000 from the proceeds of the IPO and $2,400,000 in proceeds from the sales of Private
Placement Units, partially offset by $575,000 paid for underwriting commissions and $287,691 paid for offering costs.

 For the year ended December 31, 2023, no cash was used in operating
activities. All operating expenses were paid by sponsor.

 As of December 31, 2024, we had investments held in the Trust Account
of $60,270,176 (including approximately $2,770,176 of interest income) consisting of mutual funds. We may withdraw interest from the Trust
Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing
interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital
or debt is used, in whole or in part, as consideration to complete our 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, 2024, we had cash of $809,301. We intend to use
the remaining 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, structure, negotiate and
complete a Business Combination.

 On January 8, 2025, we received $2,000,000 from Hotel101 Global pursuant
to the First Amendment to the Merger Agreement. Using the funds received from Hotel 101 Global, we deposited $575,000 into the Trust Account
on January 13, 2025, extending the time available to consummate a Business Combination for an additional three (3) months, from January
23, 2025 to April 23, 2025. The Company can extend for an additional three months with an additional deposit into the Trust Account in
the amount of $575,000 ($0.10 per share) on or prior to April 23, 2025. There is no assurance that the Business Combination will be completed.

 In order to fund working capital deficiencies or finance transaction
costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are
not obligated to, loan us funds as may be required (the "Working Capital Loan"). If we complete a Business Combination, we
would repay such loaned amounts. In the event that a 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 $1,150,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. Such
units would be identical to the Private Placement Units issued to our sponsor. As of the date of this filing, there are no Working Capital
Loans outstanding.

 We
have incurred and expects to continue to incur significant costs to remain as a publicly traded company and to incur significant transaction
costs in pursuit of the consummation of a Business Combination. We do not believe we will need to raise additional funds in order to
meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking
in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient
funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing
either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion
of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

 In connection with the Company's assessment of going concern
considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, the Company may need to raise
additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The
Company's officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time,
in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Accordingly, the
Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take
additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the
pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be
available to it on commercially acceptable terms, if at all.

 The Company's liquidity condition raises substantial doubt about
the Company's ability to continue as a going concern for a period of time within one year after the date that the accompanying financial
statements are issued. Management plans to address this uncertainty through a Business Combination. If a Business Combination is not consummated
by the end of the Combination Period, currently April 23, 2025, there will be a mandatory liquidation and subsequent dissolution of the
Company, which raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made
to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company
intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that
the Company will be able to consummate any Business Combination by the end of the Combination Period.

 Off-Balance
Sheet Financing Arrangements

 We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024. We do not
participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable
interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered
into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other
entities, or purchased any non-financial assets.

 Contractual
Obligations

 We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described
below.

 Registration

 The holders of the Founder Shares, Private Placement Units, shares
being issued to the underwriters of the IPO, and units that may be issued on conversion of Working Capital Loans (and in each case holders
of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed
on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands,
that the Company registers such securities. In addition, the holders have certain "piggy-back" registration rights with respect
to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register
for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriter may not exercise
its demand and "piggyback" registration rights after five (5) and seven (7) years, respectively, after the effective date
of the registration statement for the IPO and may not exercise its demand rights on more than one occasion. Notwithstanding the above,
the shares issued to the underwriters in the IPO will be further subject to the limitations on registration requirements imposed by FINRA
Rule 5110(g)(8). The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 Underwriting
Agreement

to the underwriting agreement entered into on January 18, 2024, we have agreed and have issued to Maxim Partners LLC and/or its designees
("Maxim"), 258,750 ordinary shares (inclusive of the exercise of the underwriter's over-allotment option in full) (the
"Representative Shares") at the closing of the IPO. Maxim has agreed not to transfer, assign or sell any such Representative
Shares until the completion of the initial Business Combination. In addition, the underwriter has agreed (and its permitted transferees
will agree) (i) to waive its redemption rights with respect to such Representative Shares in connection with the completion of the Company's
initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such Representative
Shares if the Company fails to complete its initial Business Combination within the Combination Period.

 The
Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately
following the date of the commencement of sales in the IPO pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these
securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
disposition of the securities by any person for a period of 180 days immediately following the effective date of the IPO, nor may they
be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the IPO
except to any underwriter and selected dealer participating in the IPO and their officers, partners, registered persons or affiliates.

 Critical
 Accounting Estimates

 We
prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation
of financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs
and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe
to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. We did
not identify any critical accounting estimates.

 Recent
Accounting Standards

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires
disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among
other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.
Our management does not believe the adoption of ASU 2023-09 will have a material impact on our financial statements and disclosures.

 Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on our condensed financial statements.

 JOBS
Act

 On
April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting
requirements for qualifying public companies. We will qualify as an "emerging growth company" and under the JOBS Act will
be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.
We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised
accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result,
our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company
effective dates.

 Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject
to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions
we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls
over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that
may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional
information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive
compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's
compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our
initial public offering or until we are no longer an "emerging growth company," whichever is earlier.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 As
a smaller reporting company, we are not required to make disclosures under this Item.

 Item
8. Financial Statements and Supplementary Data

 This information appears following Item 15 of this Annual Report on
Form 10-K 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.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC's rules and
forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to
our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding
required disclosure.

 As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon their
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that during the period covered by this report, our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective at a reasonable assurance
level. Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material
respects our financial position, results of operations and cash flows for the period presented.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Management's Report on Internal Controls
Over Financial Reporting

 As required by SEC rules and regulations implementing Section 404 of
the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial
reporting includes those policies and procedures that:

 (1)
 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
 transactions and dispositions of the assets of our company,

 (2)
 provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance
with authorizations of our management and directors, and

 (3)
 provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal control over financial
reporting may not prevent or detect errors or misstatements in our financial statements. 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 or
compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial
reporting at December 31, 2024. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria,
management determined that we maintained effective internal control over financial reporting as of December 31, 2024.

 This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status
as an emerging growth company under the JOBS Act.

 Changes
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, Executive Officers and Corporate Governance.

 The
following table sets forth information about our directors and executive officers:

 Name

 Age

 Position

 Albert Wong

 Chief Executive Officer and Chairman

 Claudius Tsang

 Chief Financial Officer and Director

 Frank Clifford Chan

 Alex Lau

 Kre imir Coric

 Below
is a summary of the business experience of each our executive officers and directors:

 Mr.
Albert Wong has served as our Chairman and as a member of our Board of Directors since April 2021 and as our Chief Executive Officer
since June 2021. Mr. Wong has over two decades of experience in management, investment, marketing and capital markets with a focus on
capital raising, special situation advisory, portfolio and project management and execution. Since 2010, Mr. Wong has been the Chief
Executive Officer and Director of Kingsway Group Holdings, a distribution conglomerate with luxury products ranging from yachts, automotive
and prestige lifestyle solutions. Kingsway is the sole distributor of Lamborghini in Hong Kong, Macau and Guangzhou. Kingsway is also
sole distributor of Koenigsegg Automotive, Rimac Automobili and Bugatti Automobiles for China (including Hong Kong and Macau). In addition,
Kingsway also works with Tesla Inc in the aftersales servicing business. During Mr. Wong's tenure, Kingsway expanded its geographical
reach of operations and business divisions from primarily operating in Southern China to the whole China region. He was also instrumental
in the shift to businesses relating to electric vehicles and has since built strong relationships with major EV automakers. Mr. Wong
is also co-founder of JVSakk Group and has been its Executive Director since 2010. JVSakk is a Hong Kong-based financial firm providing
services in securities brokerage, asset, and fund management. They are also a licensed Insurance broker and Real Estate Agency in Hong
Kong. Mr. Wong is responsible for overseeing growth, strategy and investment decisions, and as of the end of 2022, JVSakk has approximately
6 billion HKD assets under management. Since 2014, Mr. Wong has been a member of the Advisory and Operating Committee of Isola Capital
Group, an asset management and family office platform servicing shareholders and investors to access proprietary investment opportunities
and asset management solutions. From 2003 to 2009, Mr. Wong was a 7 year veteran of Sun Hung Kai Financial where he held various positions,
including Manager for Institutional Sales responsible for institutional accounts in Singapore and Europe. Albert is a Responsible Officer
for Type 1 (Dealing in Securities) of JVSakk Asia Limited, Type 4 (Advising on Securities) and Type 9 (Asset Management) activities of
JVSakk Asset Management Limited, licensed by the Hong Kong Securities and Futures Commission. He holds a Bachelor of Business Administration
(majoring in Finance) from the University of Hong Kong. We believe that Mr. Wong is qualified to act as our Chairman based on his management
and finance experience.

 Mr.
 Claudius Tsang
has served as our Chief Financial Officer since June 2021 and as our Chief Executive Officer from April 2021 to June 2021 and has served
as a member of our Board of Directors since January 2024. Mr. Tsang has over 20 years of experience in capital markets, with a strong
track record of success in private equity, M&A transactions, and PIPE investments. Since 2022, Mr. Tsang has been the non-executive
director of Unity Group Holdings International Limited (SEHK:1539), a publicly listed investment company engages in the leasing and trading
of energy saving products in Hong Kong. During his 15-year career at Templeton from 2005 to 2007 and from 2008 to 2020, Mr. Tsang served
in various positions, including Co-head of Private Equity (North Asia) at Templeton Asset Management Limited and a Partner of Templeton
Private Equity Partners, Partner, Senior Executive Director, and Vice President. Mr. Tsang was responsible for the overall investment,
management, and operations activities of Templeton Private Equity Partners in North Asia. His role encompassed overseeing the analysis
and evaluation of opportunities for strategic equity investments in Asia. From July 2007 to June 2008, Mr. Tsang joined Lehman Brothers,
where he managed private equity projects in Hong Kong, China, Taiwan and the United States. Mr. Tsang served as the Chief Executive Officer
and Chairman of Model Performance Acquisition Corp., from March 2021 and July 2021 respectively, until it closed its business combination
with MultiMetaVerse Inc. in January 2023. Since November 2022, he has served as the Chief Executive Officer, Chief Financial Officer
and Chairman of A Paradise Acquisition Corp. He has served, since September 2021, as the Chief Executive Officer, and since July 2024,
as the Chief Financial Officer and Chairman of A SPAC III Acquisition Corp. Mr. Tsang has served, from April 2021, as the Chief Executive
Officer, and from July 2021, as the Chairman and Chief Financial Officer of A SPAC I Acquisition Corp., until it closed its business
combination with NewGenIvf Group Limited in April 2024. He has served as the Chief Financial Officer of A SPAC II Acquisition Corp since
July 2021 and as the Director and Chief Executive Officer of A SPAC (HK) Acquisition Corp since February 2022 and March 2022, respectively,
until the company's dissolution in February 2025. From February 2024 to July 2024, Mr. Tsang served as a director of International
Media Acquisition Corp. Mr. Tsang served as a director of the CFA Society of Hong Kong from 2013 to 2019. Mr. Tsang obtained a postgraduate
certificate in sustainable business from the University of Cambridge in 2023, a Master of Business Administration from the University
of Chicago Booth School of Business in 2017, a bachelor's degree in law from Tsinghua University in 2005, and a bachelor's
degree in engineering from the Chinese University of Hong Kong in 1998. Mr. Tsang is also a CFA charter holder and a Certified ESG Analyst
(CESGA) certification holder.

 Mr.
Frank Clifford Chan is a member of our Board of Directors as of January 2024. Mr. Chan has over 17 years of experience in capital
market, strategic transaction structuring, business analysis and corporate finance. Since 2022, Mr. Chan has been providing consultancy
in fund raising, corporate finance activities and corporate strategic structuring guidance to private and listed corporations on a project-based
basis. From 2018 to 2022, he served as a director of Central China International Capital Limited. During his tenure, Mr. Chan was responsible
for corporate financing transactions, including Hong Kong Initial Public Offerings and mergers and acquisitions. From 2011 to 2018, he
worked in several Hong Kong-based and mainland-based investment banks. From 2008 to 2011, Mr. Chan worked at Deloitte & Touche Corporate
Finance Limited, where he provided corporate restructuring and corporate finance advisory services. In 2006 and 2007, he worked at an
asset management firm in Vancouver. During his tenure at these organizations, Mr. Chan gained experience with Initial Public Offerings
on Nasdaq and SEHK, fundraising, analysis, and investigations of business operations, financial performance, as well as other project
management and deal structuring experiences. Mr. Chan is a Chartered Financial Analyst charterholder from the CFA Institute and a Certified
Public Accountant from the American Institute of Certified Public Accountants. He obtained a master's degree in economics from
Simon Fraser University, Vancouver, in 2005 and a bachelor's degree in finance from Simon Fraser University, Vancouver, in 2003.
We believe Mr. Chan is qualified to serve on our Board of Directors based on his experience in the capital markets, strategic transaction
structuring, business analysis, and corporate finance.

 Mr.
Alex Lau is a member of our Board of Directors as of January 2024. Mr. Lau has over a decade of experience in private wealth management,
investor relations and business development. Mr. Lau founded and has been serving as Chief Executive Officer to Aiio Audio Limited since
2020, an audio technology business with a focus on headphones that match audio to an individual's unique hearing profile, where
Mr. Lau oversees product development, sales channels and marketing. From 2012 to 2024, Mr. Lau has been serving as an Associate Director
at AIA Group Limited, a Hong Kong listed pan-Asian life insurance company (SEHK:1299). During his tenure, he specialized in providing
and managing asset portfolios, premium financing, risk management and market analysis services to high-net-worth clients and institutions
such as family offices. Since 2021, Mr. Lau founded and has been serving as the interim Chief Executive Officer to Bandberry Limited,
a music platform that utilizes blockchain and web3 technology for music streaming, buying and selling shares of songs and music creation.
Mr. Lau is responsible for overseeing the platform's development, fundraising activities, and collaborating with existing platforms
and record label. Mr. Lau obtained a degree of Accounting and Management Information Systems from The University of Hertfordshire in
2011. We believe Mr. Lau is qualified to serve as our board of directors based on his wealth management, investor relations and business
expertise.

 Mr.
Kre imir Coric is a member of our Board of Directors. Mr. Coric has almost two decades of experience in global distribution
networks establishment, pricing, marketing and sales strategies development, business operations and deal management for luxurious brands
and consumables. Since December 2024, Mr. Coric serves as Commercial Director to Carrozzeria Touring Superleggera, an automobile coachbuilder
from Milan, Italy. Mr. Coric is responsible for the sales activities as well development of the distribution and dealer's network
globally with the main focus on U.S. and European markets. From 2021 to 2024, Mr. Coric serves as the Chief Commercial and Marketing
Officer to Zagato, an Italian design and engineering company that specializes in designing and building high-performance sports cars
with collaboration with car manufacturers including Alfa Romeo, Aston Martin and Bentley. Mr. Coric is responsible for managing sales
and marketing activities, preparing for strategic rejuvenation, developing sales channels and new retail concept, and supervising development
and execution of customer experience programs. From 2016 to 2022, Mr. Coric served as the Head of Global Sales & after Sales of Bugatti
Rimac, a joint venture between luxury car manufacturer Bugatti and Croatian electric hypercar company Rimac that produce electric hypercars
and other high-performance vehicles under Bugatti brand. During his tenure, Mr. Coric was responsible for establishing global distribution
network, maintaining relationship with ultrahigh-net-worth-individuals ("UHNWI") and business partners, conducting market
analysis and developing innovative marketing and sales strategies. From 2011 to 2016, Mr. Coric served as the Business Development Executive
for Double A International, a high-quality paper products manufacturing company in Thailand with a global distribution network. During
his tenure, Mr. Coric was responsible for establishing the distribution network, executing sales and marketing strategies, and conducting
markets analysis. From 2007 to 2010, Mr. Coric served as the Area Brand Manager for Moet Hennessy, a global luxury goods company from
Croatia that produces and distributes high-end wines and spirits. During his tenure, Mr. Coric oversaw the establishment and management
of retail and HORECA (Hotel/Restaurant/Caf) distribution networks, directed market distribution channels, executed sales campaigns,
presented and sold luxury products to VIP individuals and managed the overall execution of sales campaigns. From 2003 to 2007, Mr. Coric
served as the Executive Assistant to Unit Head of Organization for Security and Co-operation in Europe (OSCE), a regional security organization.
Mr. Coric obtained a bachelor's degree in B.A. Criminology from the University of Zagreb in 2000 and a master's degree in
criminology from the University of Zagreb in 2003. We believe Mr. Coric is qualified to serve as our board of directors based on his
experience with sales, marketing, strategic planning, and relationship management.

 Number,
Terms of Office and Election of Officers and Directors

 Our Board of Directors consists of five members. The holder of our
outstanding Class B ordinary shares will have the right to elect all of our directors prior to consummation of our initial business combination
and holders of our Class A ordinary shares, including the public shares, will not have the right to vote on the election of directors
during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution
passed by holders of at least a majority of our ordinary shares who are eligible to vote and attend and vote in a general meeting our
shareholders. Each of our directors will hold office for a four-year term. Subject to any other special rights applicable to the shareholders,
any vacancies on our Board of Directors may be filled by the affirmative vote of a majority of the directors present and voting at the
meeting of our board or by the holder of our outstanding Class B ordinary shares.

 Our
officers are elected 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 amended and restated memorandum and
articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers
may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries,
Treasurer and such other offices as may be determined by the Board of Directors.

Independence

 The
Nasdaq listing standards require that a majority of our Board of Directors be independent. An "independent director" is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer
of an organization that has a relationship with the company). Our board has determined that each of Mr. Frank Clifford Chan, Mr. Alex
Lau and Mr. Kre imir Coric are independent directors under applicable SEC and Nasdaq rules. Our independent directors will have
regularly scheduled meetings at which only independent directors are present.

 Board
Committees

 Since
the consummation of our IPO on January 23, 2024, our Board of Directors has three standing committees: an audit committee, a compensation
committee and a nominating committee. Each committee operates under a charter, in the form previously filed with the SEC as exhibits
to the Company's Registration Statement on Form S-1, as amended, adopted in connection with the consummation of the IPO, and
has the composition and responsibilities described below. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3
of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules
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. The members of our audit committee are Mr. Frank Clifford Chan, Mr. Alex
Lau and Mr. Kre imir Coric. Mr. Frank Clifford Chan serves as chairperson of the audit committee.

 Each
member of the audit committee is financially literate and our Board of Directors has determined that Mr. Frank Clifford Chan qualifies
as an "audit committee financial expert" as defined in applicable SEC rules.

 We
have 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 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
have established a compensation committee of the Board of Directors. The members of our Compensation Committee are Mr. Frank Clifford
Chan, Mr. Alex Lau and Mr. Kre imir Coric. Mr. Frank Clifford Chan serves as chairperson of the compensation committee. We have
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's based on such evaluation;

 and approving the compensation of all of our other officers;

 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;

 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.

 The
charter 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.

 Nominating
Committee

 We
have established a nominating committee of the Board of Directors, which consists of Mr. Frank Clifford Chan, Mr. Alex Lau and Mr. Kre imir
Coric, each of whom is an independent director under the Nasdaq listing standards. Mr. Frank Clifford Chan serves as chairperson of the
nominating committee. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our
Board of Directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers
and others.

 Guidelines
for Selecting Director Nominees

 The
guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:

 should have demonstrated
 notable or significant achievements in business, education or public service;

 should possess the requisite
 intelligence, education and experience to make a significant contribution to the Board of Directors and bring a range of skills,
 diverse perspectives and backgrounds to its deliberations; and

 should have the highest
 ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

 The
nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity
and professionalism in evaluating a person's candidacy for membership on the Board of Directors. The nominating committee may require
certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and
will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating
committee does not distinguish among nominees recommended by shareholders and other persons.

 Conflicts
of Interest

 Under
British Virgin Islands law, directors and officers owe the following fiduciary duties:

 duty to act in good faith
 in what the director or officer believes to be in the best interests of the company as a whole;

 duty to exercise powers
 for the purposes for which those powers were conferred and not for a collateral purpose;

 directors should not improperly
 fetter the exercise of future discretion;

 duty to exercise powers
 fairly as between different classes of shareholders;

 duty not to put themselves
 in a position in which there is a conflict between their duty to the company and their personal interests; and

 duty to exercise independent
 judgment.

 In
addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement
to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person
carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience
which that director has.

 As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,
or to otherwise benefit as a result of their position. However, pursuant to our amended and restated memorandum and articles of association,
so long as a director has disclosed any interests in a transaction entered into or to be entered into by our company to the board he/she
may: vote on a matter relating to the transaction; attend a meeting of directors at which a matter relating to the transaction arises
and be included among the directors present at the meeting for the purposes of a quorum; and sign a document on behalf of our company,
or do any other thing in his capacity as a director, that relates to the transaction.

 Our
sponsor and its affiliates(s) as well as certain of our directors and officers presently has, and in the future any of our directors
and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director
is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under
British Virgin Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an
entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or
contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the
opportunity. Our amended and restated memorandum and articles of association provide that, subject to his or her fiduciary duties under
British Virgin Islands law, we renounce our interest or expectancy in any corporate opportunity offered to any officer or director 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 complete on a reasonable basis. We do not believe, however, that any fiduciary duties
or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination,
because our management team has experience in identifying and executing multiple acquisition opportunities simultaneously.

 Our
directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts
of interest in allocating management time among various business activities, including identifying potential business combinations and
monitoring the related due diligence. In addition, our sponsor, officers and directors are now, and may in the future, sponsor or participate
in the formation of, or become sponsors, an officer or director of, any other special purpose acquisition companies similar to ours or
may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such
companies, businesses or investments, may present additional conflicts of interest in determining to which entity a particular business
opportunity should be presented, in pursuing an initial business target and in allocating their time to devote to our affairs. Although
we have no formal policy in place for vetting potential conflicts of interest, our Board of Directors will review any potential conflicts
of interest on a case-by-case basis. In particular, our officers and directors, and affiliates of our officers and directors, are currently
sponsoring other blank check companies, and may look for an acquisition target in any location, has a window in which it may complete
its initial business combination that overlaps the corresponding window we have.

 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.

 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.

 Maxim (and its designees),
 our sponsor, officers and directors have agreed to waive their redemption rights with respect to our Founder Shares, Representative's
 Shares and public shares in connection with the consummation of our initial business combination. Additionally, Maxim (and its designees),
 our sponsor, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares if we fail
 to consummate our initial business combination within 15 months after the closing of the IPO (or up to 18 months from the closing
 of the IPO if we extend the period of time to consummate a business combination by the full amount of time). With certain limited
 exceptions, the Founder Shares will not be transferable, assignable or salable by our sponsor until the earlier of (1) six months
 after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange,
 reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having
 the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale
 price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights
 issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
 commencing after our initial business combination, the Founder Shares will be released from the lock-up. With certain limited exceptions,
 private placement shares, private placement units, private placement rights and the Class A ordinary shares underlying such rights
 will not be transferable, assignable or salable by our sponsor until the completion of our initial business combination. Since our
 sponsor and officers and directors may directly or indirectly own ordinary shares and rights following the IPO, our officers and
 directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which
 to effectuate 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.

 Since our sponsor and officers
 and directors may directly or indirectly own ordinary shares and rights following this offering, our officers and directors may have
 a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our
 initial business combination.

 If an initial business
 combination is not completed, the Company will be required to liquidate. In such event, (i) 1,437,500 Class B ordinary shares held
 by the sponsor, for an aggregate purchase price of approximately $0.017, or $25,000 in the aggregate, and (ii) all 240,000 Private
 Placement Units, for an aggregate purchase price of $10.00 per units, or $2,400,000 in the aggregate, will be worthless because the
 sponsor is not entitled to participate in any redemption of distribution from the Trust Account with respect to such securities.
 The sponsor, its affiliates, or promoters, and members of our management team waived their redemption rights and liquidation rights
 in connection with the purchase of the Founder Shares and the Private Placement Units and no other consideration was paid for such
 agreement. Since our Sponsor, its affiliates and promoters, officers and directors will lose their entire investment in us if our
 initial 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.

 The sponsor may make loans
 from time to time to the Company to fund certain capital requirements. If our sponsor makes any working capital loans, up to $1,150,000
 of such loans may be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical
 to the private placement units. Since we will not repay such loans if we do not complete a business combination, a conflict of interest
 may arise

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

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.
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 or from another independent firm that commonly renders valuation opinions
or 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 public shareholders for a vote, Maxim (and its designees), our sponsor,
officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered
into with us, to vote any Founder Shares and Representative's Shares held by them (and their permitted transferees will agree)
and any public shares issued and/or purchased during or after the offering in favor of our initial business combination.

 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. Below is a table summarizing the entities to which our officers
and directors currently have fiduciary duties or contractual obligations:

 Individual

 Entity

 Entity's
 Business

 Affiliation

 Albert
 Wong

 Kingsway Cars Limited

 Chief Executive Officer

 JVSakk Asset Management

 Executive Director

 JVSAKK Capital Corporation

 Holding entity

 JVSAKK, Inc

 Holding entity

 JVSakk Asia Limited

 JVSakk Asset Management

 SAKK Consulting, Inc

 Consulting

 Winky Investments Limited

 EURO-GRAND Company Limited

 Holding entity

 Prosper City Holdings Limited

 Holding entity

 Kingsbridge Cars Limited

 Kingsway Apex Limited

 Holding Entity

 Kingsway Apex (China) Limited

 Kingsway Apex Productions

 Media

 Kingsway K Cars Limited

 Kingsway K Cars (China)

 Kingsway R Cars Limited

 Kingsway B Cars Limited

 Isola Capital Group

 Member of the Advisory and
 Operating Committee

 WS China Holdings Ltd

 Aftersales Service

 Cornes Kingsway K.K.

 Aftersales Service

 Kingsway Cars Limited

 Car dealing

 Kingsway Group Holdings

 Investment holding

 Kingsway Cars T Service

 Motors repairs

 Kingsway Cars Service Limited

 Motors repairs

 Kingsway Marine Limited

 Yacht trading

 Kingsway Cars (China) Limited

 Investment holding

 Golden Surf Ventures Limited

 Investment holding

 Claudius
 Tsang

 Female Entrepreneurs Worldwide

 Internet Community

 Advisor

 ACH

 Financial Services

 Investment Director

 Beijing ReeChain Technology

 Blockchain

 A SPAC II Acquisition
 Corp.

 SPAC

 Chief Financial Officer

 A SPAC III Acquisition Corp.

 SPAC

 Chief Executive Officer,
 Chief Financial Officer, Chairman

 A SPAC (HK) Acquisition
 Corp

 SPAC

 Chief Executive Officer,
 Executive Director

 Unity Group Holdings International
 Limited.

 ESG

 Non-executive director

 A Paradise Acquisition Corp.

 SPAC

 Chief Executive Officer,
 Chairman and Director

 A SPAC (Holdings) Group
 Corp.

 SPAC

 Mr. Alex
 Lau

 Emblem and Co Technology

 Authentication and Security
 Solutions

 Shareholder

 Aiio Audio Limited

 Audio Technology

 Founder and CEO

 Bandberry Limited

 Music Streaming

 Founder and CEO

 Piefetch Limited

 Cloud Storage

 Founding member

 Noir Group Limited

 Interior design

 Founding member

 Mr.
 Kre imir Coric

 Quantum Solace Consulting

 Business Consulting

 CEO

 Carrozzeria Touring Superleggera

 Automotive

 Commercial Director

 Tedson Motors

 Automotive

 Sales & Marketing

 Code
of Ethics

 We
adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities
laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business.

 Trading
Policies

 We
have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors,
officers and employees and their respective immediate family members, which are reasonably designed to promote compliance with insider
trading laws, rules and regulations, and applicable Nasdaq listing standards while they are in possession of material nonpublic information
(the "Insider Trading Policy").

 The
foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference.

 Limitation
on Liability and Indemnification of Officers and Directors

 BVI
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 provision providing indemnification may be held by the BVI courts to be contrary to public policy,
such as to provide indemnification against civil fraud or the consequences of committing a crime. Under our amended and restated memorandum
and articles of association, we indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid
in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who:

 is or was a party or is
 threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative,
 by reason of the fact that the person is or was our director; or

 is or was, at our request,
 serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint
 venture, trust or other enterprise.

 These
indemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal
proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

 This
standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons
who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. These executive
officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a)
forms filed by such reporting persons.

 Based
solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing
requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

 Item
11. Executive Compensation.

 Employment
Agreements

 We
have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon
termination of employment.

 Officers
and Director Compensation

 None
of our officers or directors have received any cash compensation for services rendered to us, except that we entered into a letter agreement
pursuant to which we will also pay each of our independent directors $1,000 per annum, for an aggregate total of $3,000 per annum as
remuneration. Upon completion of our initial business combination or our liquidation, we will cease paying these yearly fees. 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 their affiliates. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness
of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or
a court of competent jurisdiction if such reimbursement is challenged.

 Compensation
Committee Interlocks and Insider Participation

 None
of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one
or more officers serving on our board of directors.

 Clawback
Policy

 On
January 18, 2024, our board of directors adopted a clawback policy (the "Clawback Policy") permitting the Company to seek
the recoupment of incentive compensation received by any of the Company's current and former executive officers (as determined
by the board in accordance with Section 10D of the Exchange Act and the Nasdaq rules) and such other senior executives/employees who
may from time to time be deemed subject to the Clawback Policy by the board (collectively, the "Covered Executives"). The
amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over
the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined
by the board. If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from
the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the
accounting restatement. See Exhibit 97.1 of this Annual Report for the Company's Clawback Policy.

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

 The following table sets forth
as of March 6, 2025 the number of Class A ordinary shares beneficially owned by (i) each person who is known by us to be the beneficial
owner of more than five percent of our issued and outstanding ordinary shares, (ii) each of our officers and directors and (iii) all of
our officers and directors as a group. As of March 6, 2025, we had 7,686,250 ordinary shares issued and outstanding. 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.

 Ordinary
shares which an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options, units
or other similar convertible or derivative securities are deemed to be outstanding for the purpose of computing the percentage ownership
of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other
person shown in the table.

 Name
 and Address of Beneficial Owner (1)

 Number of

 Ordinary Shares
 Beneficially
 Owned (2)

 Approximate

 Percentage of
 Outstanding
 Ordinary

 WINKY INVESTMENTS
 LIMITED (2)(3)

 1,677,500

 21.8
 %

 Albert Wong

 1,677,500

 —

 Claudius Tsang

 —

 —

 Frank Clifford Chan

 —

 —

 Alex Lau

 —

 —

 Kre imir Coric

 —

 —

 All
 executive officers and directors as a group (5 individuals)

 1,677,500

 21.8
 %

 Harraden Circle Investments,
 LLC (4)

 479,656

 6.24

 %

 Meteora Capital, LLC (5)

 593,097

 7.72

 %

 Mizuho Financial Group, Inc. (6)

 562,054

 7.31

 %

 Wolverine Asset Management LLC (7)

 475,206

 6.18

 %

 AQR Capital Management, LLC (8)

 403,700

 5.25

 %

 First Trust Capital Management L.P. (9)

 630,200

 8.20
 %

 (1)

 Unless otherwise noted,
 the business address of each of the following entities or individuals is G/F Hang Tak Building 1 Electric Street, Wan Chai Hong Kong.

 (2)

 Excludes shares issuable
 pursuant to rights issued in connection with the IPO, as such rights are not exercisable or convertible, as the case may be, until
 after the consummation of the Company's initial business combination.

 (3)

 Our sponsor is controlled
 by Albert Wong.

 (4)

 to the schedule 13G filed by the reporting person on February 20, 2025. The class A ordinary shares
 are directly beneficially owned by Harraden Fund and Harraden Special Op Fund, Harraden GP is the
 general partner to Harraden Fund and Harraden Special Op Fund, and Harraden LLC is the general partner
 of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund, Harraden Special
 Op Fund and other high net worth individuals. Mr. Fortmiller is the managing member of each of Harraden
 LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser
 and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly
 beneficially owned by Harraden Fund and Harraden Special Op Fund. The address of the reporting person
 is 299 Park Avenue, 21st Floor, New York, NY 10171.

 (5)

 reporting person on February 14, 2025. The class A ordinary shares are held by Meteora Capital, LLC, a Delaware limited liability
 company, as investment manager to certain funds and managed accounts. Vik Mittal is the managing member of Meteora Capital, LLC.
 The address of the reporting person is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

 (6)

 reporting person on February 13, 2025. The class A ordinary shares are held by Mizuho Financial Group, Inc., a Japan company. The
 address of the reporting person is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.

 (7)

 reporting person on November 14, 2024. The class A ordinary shares are held by Wolverine Asset Management, LLC ("WAM"),
 an investment adviser. The sole member and manager of WAM is Wolverine Holdings, L.P. ("Wolverine Holdings"). Robert
 R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. ("WTP"), the general partner
 of Wolverine Holdings. The address of the reporting person is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite
 340, Chicago, IL 60604.

 (8)

 reporting person on January 31, 2025. The class A ordinary shares are held by AQR Capital Management, LLC, AQR Capital Management
 Holdings, LLC, and AQR Arbitrage, LLC. The address of the reporting person is c/o One Greenwich Plaza, Greenwich, CT 06830.

 (9)

 reporting person on September 10, 2024. As investment adviser to the client accounts, First Trust Capital Management L.P. ("FTCM")
 has the authority to invest the funds of the client accounts in securities as well as the authority to purchase, vote and dispose
 of securities, and may thus be deemed the beneficial owner of the Class A ordinary shares. The address of the reporting person is
 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606.

 Transfers
of Founder Shares and Private Placement Units

 The
Founder Shares, and private placement units, and securities contained therein, are each subject to transfer restrictions pursuant to
lock-up provisions in a letter agreement with us to be entered into by our sponsor, officers and directors. Those lock-up provisions
provide that such securities are not transferable or salable (i) in the case of the Founder Shares, until the earlier of (A) six months
after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale
price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights
issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete
a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the
right to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the private placement
units, including the component securities therein, until the completion of our initial business combination, except in each case (a)
to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor, or any
affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual's immediate family or to a trust,
the beneficiary of which is a member of the individual's immediate family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual,
pursuant to a qualified domestic relations order; (e) in the event of our liquidation prior to our completion of our initial business
combination; or (f) by virtue of the laws of the British Virgin Islands or our sponsor's operating agreement upon dissolution of
our sponsor; provided, however, that in the case of clauses (a) through (e) or (f) these permitted transferees must enter into a written
agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by our sponsor with respect to
such securities (including provisions relating to voting, the trust account and liquidation distributions).

 Registration

 The holders of the Founder Shares, Private Placement Units, shares
being issued to the underwriters of the IPO, and units that may be issued on conversion of Working Capital Loans (and in each case holders
of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed
on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands,
that the Company registers such securities. In addition, the holders have certain "piggy-back" registration rights with respect
to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register
for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriter may not exercise
its demand and "piggyback" registration rights after five (5) and seven (7) years, respectively, after the effective date
of the registration statement for the IPO and may not exercise its demand rights on more than one occasion. Notwithstanding the above,
the shares tissued to the underwriters in the IPO will be further subject to the limitations on registration requirements imposed by FINRA
Rule 5110(g)(8). The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 In
April 2021, our sponsor purchased 1,437,500 Class B ordinary shares, with no par value ("Class B Ordinary Shares") for an
aggregate purchase price of $25,000, or approximately $0.017 per share. Our sponsor currently owns approximately 21.8% of the issued
and outstanding shares.

with the closing of the IPO, the sponsor purchased an aggregate of 240,000 Private Placement Units at a price of $10.00 per Private Placement
Unit, for an aggregate purchase price of $2,400,000. Additionally, such initial purchasers agreed not to transfer, assign or sell any
of the Private Placement Units or underlying securities (except in limited circumstances, as described in the Unit Subscription
Agreement) until after the completion of the Company's initial business combination.

 There
will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, private placement
units, private placement shares or private placement rights, which will expire worthless if we do not consummate a business combination
within the currently allotted 15-month period (or up to 18 months from the closing of the IPO if we extend the period of time to consummate
a business combination by the full amount of time).

 We
entered into a letter agreement pursuant to which we will also pay each of our independent directors $1,000 per annum, for an aggregate
total of $3,000 per annum as remuneration. Upon completion of our initial business combination or our liquidation, we will cease paying
these yearly fees.

 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 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.

 In order to finance transaction
costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers
and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company
completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released
to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account in the event that
a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms
of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working
Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion,
up to $1,150,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender.
Such units would be identical to the Private Placement Units issued to our sponsor. The terms of Working Capital Loans by the Company's
officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31,
2024, and the date of this filing, there were no Working Capital Loans outstanding.

 The holders of the Founder Shares, Private Placement Units, shares
being issued to the underwriters of the IPO, and units that may be issued on conversion of Working Capital Loans (and in each case holders
of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed
on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands,
that the Company registers such securities. In addition, the holders have certain "piggy-back" registration rights with respect
to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register
for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriter may not exercise
its demand and "piggyback" registration rights after five (5) and seven (7) years, respectively, after the effective date
of the registration statement for the IPO and may not exercise its demand rights on more than one occasion. Notwithstanding the above,
the shares issued to the underwriters in the IPO will be further subject to the limitations on registration requirements imposed by FINRA
Rule 5110(g)(8). The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 There
will be no finder's fees, reimbursements or cash payments made to our sponsor, officers or directors, or our or their affiliates,
for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following
payments: (i) repayment of an aggregate of up to $350,000 in loans made to us by our sponsor to cover offering-related and organizational
expenses; (ii) payment of $1,000 per annum as remuneration to each of our independent directors, for an aggregate of $3,000 to the three
independent directors per annum, for the duration of their service prior to the completion of our initial business combination or our
liquidation, we will cease paying these yearly fees; (iii) reimbursement for any out-of-pocket expenses related to identifying,
investigating and completing an initial business combination; and (iv) repayment of loans which may be made by our sponsor or an affiliate
of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business
combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,150,000
of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender. Our audit committee will review
on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

 After
our initial business combination, members of our management who remain with us may be paid consulting, management or other fees from
the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer
or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be
known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial
business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director
compensation.

 We
have entered into a registration rights agreement with respect to the founder shares, private placement units, and units that may be
issued on conversion of working capital loans (and in each case holders of their component securities, as applicable), which is described
under the heading "Registration Rights."

 Related
Party Policy

 We
have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions
approved by our Board of Directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under
our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any
indebtedness or guarantee of indebtedness) involving the company. The code of ethics is filed as an exhibit to the registration statement
of which our IPO prospectus is a part.

 In
addition, our audit committee, pursuant to a written charter that we have adopted, will be responsible for reviewing and approving related
party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit
committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority
of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the
members of the audit committee will be required to approve a related party transaction. We also require each of our directors and executive
officers to complete a directors' and officers' questionnaire that elicits information about related party transactions.

 These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.

 To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated
with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent
investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to
acquire or an independent accounting firm, that our initial business combination is fair to our company from a financial point of view.
Furthermore, no finder's fees, reimbursements or cash payments will be made to our sponsor, officers or directors, or our or their
affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination.

 However,
the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from
the proceeds of the initial public offering held in the trust account prior to the completion of our initial business combination:

 Repayment of up to an aggregate
 of up to $350,000 in loans made to us by our sponsor for working capital purposes;

 Payment to each of our
 independent directors of $1,000 per annum, as remuneration to each of our independent directors, for an aggregate of $3,000 to the
 three independent directors per annum for the duration of their service. Upon completion of our initial business combination or our
 liquidation, we will cease paying these yearly fees.

 Reimbursement for any out-of-pocket
 expenses related to identifying, investigating and completing an initial business combination; and

 Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,150,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender (as of the date of this filing, no such loans are outstanding);

 Our
audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

Independence

 Nasdaq
listing standards require that a majority of our board of directors be independent. For a description of the director independence, see
above Part III, Item 10 - Directors, Executive Officers and Corporate Governance.

 Item
14. Principal Accountant Fees and Services.

 Public Accountant Fees and Services

 During
the period from April 20, 2021 (inception) through December 31, 2024, the firm of Marcum Asia CPAs LLP ("Marcum Asia"), has
acted as our principal independent registered public accounting firm. The following is a summary of fees paid or to be paid to Marcum
Asia for services rendered.

 Audit Fees. Audit fees
consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our unaudited
interim financial statements, and services that are normally provided by Marcum Asia in connection with regulatory filings. The aggregate
fees billed by Marcum Asia for professional services rendered for the audit of our annual financial statements, review of the interim
financial statements, the registration statement and other required filings with the SEC for the for the years ended of December 31, 2024
and 2023 were $125,660 and $56,650, respectively.

 Audit - Related
Fees. Audit-related fees 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 Marcum Asia for audit-related
fees for the years ended December 31, 2024 and 2023.

 Tax
Fees. We did not pay Marcum Asia for tax compliance, tax planning and tax advice for the year ended December 31, 2024 and 2023.

 All
Other Fees. We did not pay Marcum Asia for any other fees for the years ended December 31, 2024 and 2023.

 Pre-Approval
Policy

 Our
audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board
of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject
to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to
the completion of the audit).

 part
IV

 Item
15. Exhibits, Financial Statement Schedules

 (a)
The following documents are filed as part of this Annual Report on Form 10-K:

 (1)
Financial Statements:

 Page

 Report of Independent Registered Public
 Accounting Firm (PCAOB ID: 5395)

 Balance Sheets as of December 31,
 2024 and 2023

 Statements of Operations for the Years
 Ended December 31, 2024 and 2023

 Statements of Changes in Shareholders'
 Equity (Deficit) for the Years Ended December 31, 2024 and 2023

 Statements of Cash Flows for the Years
 Ended December 31, 2024 and 2023

 Notes to Financial Statements

 (2)
Financial Statement Schedules:

 None.

 (3)
Exhibits

 We
hereby file as part of this Annual Report on Form 10-K the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated
herein by reference can be inspected on the SEC website at www.sec.gov.

 EXHIBIT

 Exhibit No.

 Description

 1.1

 Underwriting
 Agreement, dated January 18, 2024, by and between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the
 Current Report on Form 8-K filed with the Securities & Exchange Commission on January 24, 2024)

 2.1

 Agreement and Plan of Merger dated April 8, 2024 by and among JVSPAC Acquisition Corp., Hotel101 Global Pte. Ltd., Hotel of Asia, Inc., DoubleDragon Corporation, and other named parties therein. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 8, 2024)

 2.2

 First Amendment to Merger Agreement dated September 3, 2024 by and among JVSPAC Acquisition Corp., Hotel101 Global Pte. Ltd., Hotel of Asia, Inc., DoubleDragon Corporation, and other named parties therein. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 5, 2024)

 3.1

 Amended
 and Restated Memorandum and Articles of Association of JVSPAC Acquisition Corp., amended and restated on January 18, 2024 (incorporated
 by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on January 24,
 2024)

 4.1

 Specimen
 Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities
 & Exchange Commission on January 5, 2024)

 4.2

 Specimen
 Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with
 the Securities and Exchange Commission on January 5, 2024)

 4.3

 Specimen
 Right Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities
 and Exchange Commission on January 5, 2024)

 4.4

 Form
 of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit
 4.4 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on January 5, 2024)

 4.5

 Agreement, dated January 18, 2024, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated
 by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on January 24,
 2024)

 4.6***

 Description of Securities (incorporated by reference to Exhibit 4.6 of the Form 10-K filed by the issuer on April 1, 2024)

 10.1

 Letter
 Agreements by and between the Registrant, Maxim Group LLC and each of the initial shareholders, officers and directors of the Registrant
 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission
 on January 24, 2024)

 10.2

 Investment
 Management Trust Account Agreement, dated January 18, 2024 by and between Continental Stock Transfer & Trust Company and the
 Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange
 Commission on January 24, 2024)

 10.3

 Registration
 Rights Agreement, dated January 18, 2024, among the Registrant, Maxim Group LLC, Continental Stock Transfer & Trust Company and
 the initial shareholders (incorporated by reference to Exhibit 10.3)

 10.4

 Unit
 Subscription Agreement, dated January 18, 2024, by and between the Registrant and the sponsor (incorporated by reference to Exhibit
 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on January 24, 2024)

 10.5

 Indemnity
 Agreement, dated January 19, 2024 among the Registrant, directors, officers and shareholders (incorporated by reference to Exhibit
 10.7 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on January 5, 2024)

 10.6

 Securities
 Subscription Agreement, dated April 20, 2021, by and between the Registrant and the sponsor (incorporated by reference to Exhibit
 10.5 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on January 5, 2024)

 Code
 of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1/A filed with the Securities & Exchange
 Commission on January 5, 2024)

 19.1*

 Insider Trading Policy

 21***

 List of Subsidiaries (incorporated by reference to Exhibit 21 of the Form10-K filed by the issuer on April 1, 2024)

 Power of Attorney (included
 on signature page of this Annual Report on Form 10-K).

 31.1*

 Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

 31.2*

 Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

 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.

 97.1

 Clawback
 Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K for the fiscal
 year ended December 31, 2023 filed with the Securities and Exchange Commission on April 1, 2024.

 99.1

 Audit
 Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed with the Securities
 & Exchange Commission on January 5, 2024)

 99.2

 Compensation
 Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1/A filed with the Securities
 & Exchange Commission on January 5, 2024)

 99.3

 Nominating
 Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1/A filed with the Securities
 & Exchange Commission on January 5, 2024)

 101.INS

 101.SCH

 101.CAL

 Document.

 101.DEF

 Document.

 101.LAB

 101.PRE

 Document.

 Cover Page Interactive Data File (formatted as Inline

 *

 Filed
 herewith.

 **

 Furnished
 herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being
 filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings
 of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 ***
 Previously filed.

 Item
16. Form 10-K Summary

 Not
Applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K/A report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 Dated:
 March 11, 2025

 By:

 /s/
 Albert Wong

 Name:

 Albert
 Wong

 Title:

 Chief
 Executive Officer and Chairman

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Albert Wong, as his or her true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Albert Wong

 Chief
 Executive Officer and Chairman

 March

 Albert
 Wong

 (Principal
 Executive Officer)

 /s/
 Claudius Tsang

 Chief
 Financial Officer and Director

 March

 Claudius
 Tsang

 (Principal
 Accounting and Financial Officer)

 /s/
 Frank Clifford Chan

 Independent

 March

 Frank
 Clifford Chan

 /s/
 Alex Lau

 Independent

 March

 Alex
 Lau

 /s/
 Kre imir Coric

 Independent

 March

 Kre imir
 Coric

TO FINANCIAL STATEMENTS

 Page

 Audited Financial Statements of JVSPAC Acquisition
 Corp.:

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 5395)

 Balance
 Sheets as of December 31, 2024 and 2023

 Statements
 of Operations for the Years Ended December 31, 2024 and 2023

 Statements
 of Changes in Shareholders' Equity (Deficit) for the Years Ended December 31, 2024 and 2023

 Statements
 of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes
 to Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 JVSPAC Acquisition Corp.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of JVSPAC Acquisition Corp. (the "Company") as of December 31, 2024 and 2023, the related statements of operations, changes
in shareholders' equity (deficit) and cash flows for each of the years ended December 31, 2024 and 2023, and the related notes (collectively
referred to as the "financial statements"). In our opinion, based on our audits, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and
its cash flows for each of the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in
the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, to the financial statements, the
Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, share exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses on or before April 23, 2025 (unless further
extended). There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it needs to fund
its business operations and complete any business combination prior to April 23, 2025 (unless further extended), if at all. The Company
also has no approved plan in place to extend the business combination deadline beyond April 23, 2025 and lacks the capital resources needed
to fund operations and complete any business combination, even if the deadline to complete a business combination is extended to a later
date. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1. The financial statements do not include any adjustments that might be necessary should
the Company be unable to continue as a going concern.

 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/ Marcum Asia CPAs llp

 Marcum Asia CPAs llp

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

 New York NY

 March 5, 2025

 Firm ID: 5395

 F- 2

 BALANCE
SHEETS

 As
 of December 31,

 2024

 2023

 ASSETS

 Current
 assets

 Cash

 $

 809,301

 $

 —

 Prepaid
 expenses and other current assets

 54,261

 7,650

 Total
 Current Assets

 863,562

 7,650

 Deferred
 offering costs

 —

 386,725

 Investment
 held in Trust Account

 60,270,176

 —

 TOTAL
 ASSETS

 $

 61,133,738

 $

 394,375

 LIABILITIES,
 ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' EQUITY (DEFICIT)

 Current
 liabilities

 Accounts
 payable and accrued expenses

 $

 91,530

 $

 5,312

 Accrued
 offering costs

 70,000

 200,000

 Promissory
 note - related party

 286,385

 286,385

 Total
 Liabilities

 447,915

 491,697

 Commitments
 and Contingencies (Note 6)

 Class A ordinary shares subject to possible redemption, 5,750,000 shares and 0 shares issued and outstanding at redemption value of $ 10.45 and $ 0 at December 31, 2024 and 2023, respectively

 60,086,556

 —

 Shareholders'
 Equity (Deficit)

 Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding

 —

 —

 Class A ordinary shares, no par value; 100,000,000 shares authorized; 498,750 shares issued and outstanding (excluding 5,750,000 subject to possible redemption) at December 31, 2024; none issued and outstanding at December 31, 2023

 —

 —

 Class B ordinary shares, no par value; 10,000,000 shares authorized; 1,437,500 shares issued and outstanding at December 31, 2024 and 2023

 Retained
 earnings (Accumulated deficit)

 574,267

 ( 122,322

)

 Total
 Shareholders' Equity (Deficit)

 599,267

 ( 97,322

)

 TOTAL
 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' EQUITY (DEFICIT)

 $

 61,133,738

 $

 394,375

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

 F- 3

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 For
 the Years Ended

 December 31

 2024

 2023

 Formation
 and operating costs

 $

 806,106

 $

 76,827

 Loss
 from operations

 ( 806,106

)

)

 Other
 income:

 Interest
 income – Trust

 2,770,176

 —

 Interest
 income – Bank

 38,491

 —

 Total
 other income

 2,808,667

 —

 Net
 income (loss)

 $

 $

)

 Basic
 and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption

 5,388,661

 —

 Basic
 and diluted net income per share, Class A ordinary shares subject to redemption

 $

 0.61

 $

 —

 Basic
and diluted weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares

 1,893,125

 1,250,000

 Basic
 and diluted net loss per share, Non-redeemable Class A and Class B ordinary shares

 $

 ( 0.69

)

 $

 ( 0.06

)

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

 F- 4

 STATEMENTS
OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

 FOR
THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 Class
 A
 Ordinary Shares

 Class
 B
 Ordinary Shares

 Additional

 Paid-in

 Retained Earnings

 (Accumulated

 Total

 Shareholders'

 Equity

 Amount

 Amount

 Capital

 Deficit)

 (Deficit)

 Balance
 — December 31, 2022

 —

 $
 —

 1,437,500

 $

 $
 —

 $
 ( 45,495
)

 $
 ( 20,495
)

 Net
 loss

 —

 —

 —

 —

 —

)

)

 Balance
 — December 31, 2023

 —

 —

 1,437,500

 $
 —

 ( 122,322
)

 ( 97,322
)

 Proceeds allocated to Public Rights, net of issuance costs of $ 83,035

 —

 —

 —

 —

 2,676,965

 —

 2,676,965

 Sale of 240,000 Private Placement Units, net of issuance costs of $ 21,813

 240,000

 —

 —

 —

 2,378,187

 —

 2,378,187

 Issuance of Representative

 258,750

 —

 —

 —

 632,284

 —

 632,284

 Accretion of carrying
 value to redemption value

 —

 —

 —

 —

 ( 5,687,436
)

 ( 1,305,972
)

 ( 6,993,408
)

 Net income

 —

 —

 —

 —

 —

 Balance
 — December 31, 2024

 498,750

 $
 —

 1,437,500

 $

 $
 —

 $
 574,267

 $
 599,267

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

 F- 5

STATEMENTS OF CASH FLOWS

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 For
 the Years Ended

 2024

 2023

 Cash
 flows from operating activities:

 Net
 income (loss)

 $

 $

)

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

 Interest
 earned on investments held in Trust Account

 ( 2,770,176

)

 —

 Operating
 expenses paid by Sponsor

 —

 76,827

 Changes
 in operating assets and liabilities:

 Prepaid
 expenses and other current assets

 ( 46,611

)

 —

 Accounts
 payable and accrued expenses

 86,218

 —

 Net
 cash used in operating activities

 ( 728,008

)

 —

 Cash
 Flows from Investing Activities:

 Investment
 of cash in Trust Account

 ( 57,500,000

)

 —

 Net
 cash used in investing activities

 ( 57,500,000

)

 —

 Cash
 Flows from Financing Activities:

 Proceeds
 from sale of Public Units

 57,500,000

 —

 Payment
 of underwriting commissions

 ( 575,000)

 Proceeds
 from sale of Private Placement Units

 2,400,000

 —

 Payment
 of offering costs

 ( 287,691

)

 —

 Net
 cash provided by financing activities

 59,037,309

 —

 Net
 change in cash

 809,301

 —

 Cash,
 beginning of the period

 —

 —

 Cash,
 end of the period

 $

 809,301

 $

 —

 Supplemental
 disclosure of non-cash financing activities:

 Accrued
 offering costs paid under the promissory note-related party

 $

 —

 $

 25,690

 Offering
 costs paid by Sponsor under the promissory note-related party

 $

 —

 $

 70,185

 Offering
 costs included in the accrued offering costs and expenses

 $

 70,000

 $

 84,227

 Prepaid
 expense paid by Sponsor under the promissory note-related party

 $

 —

 $

 2,650

 Representative
 Shares issued and charged to offering costs

 $

 632,284

 $

 —

 Accretion
 of carrying value of Class A ordinary shares subject to possible redemption to redemption value

 $

 6,993,408

 $

 —

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

 F- 6

NOTES TO FINANCIAL STATEMENTS

 DECEMBER
31, 2024 AND 2023

 Note
1 — Organization and Business Operations

 JVSPAC Acquisition Corp. (the "Company") is a blank check
company incorporated as a British Virgin Island ("BVI") business company on April 20, 2021. The Company was incorporated
for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (the "Business Combination").

 As of December 31, 2024, the Company had not commenced any operations.
All activities for the period from April 20, 2021 (inception) through December 31, 2024 relates to the Company's formation,
the initial public offering (the "IPO" or "Initial Public Offering") described below, and subsequent to the Initial
Public Offering, identifying a target company, entering into the merger agreement described below, and proceeding toward completion of
a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents, and
other investments from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

 The
Company's sponsor is Winky Investments Limited, a British Virgin Islands company (the "Sponsor").

 The registration statement for the Company's initial public offering
(the "Proposed Public Offering", "Initial Public Offering" or "IPO") was declared effective on January
18, 2024. On January 19, 2024, the underwriters exercised their over-allotment option in full and purchased 750,000 additional Units.
On January 23, 2024, the Company consummated its IPO of 5,750,000 units ("Units"), which includes the full exercise of the
underwriter's over-allotment option. Each Unit consists of one Class A ordinary share, no par value per share, and one right to
receive of one-fourth of one Class A ordinary share upon the completion of the initial Business Combination. The Units were sold at an
offering price of $ 10.00 per Unit, generating total gross proceeds of $ 57,500,000 (see Note 3).

with the consummation of the IPO and the sale of the Units, the Company consummated the private placement ("Private Placement")
of 240,000 units (the "Private Placement Units") to the Sponsor, at a price of approximately $ 10.00 per Private Placement
Unit, generating total proceeds of $ 2,400,000, which is described in Note 4.

 Transaction costs amounted to $ 1,751,700 consisting of $ 575,000 of
underwriting commissions which were paid in cash at the closing date of the IPO, $ 632,284 of the Representative Shares (as defined in
Note 6), and $ 544,416 of other offering costs.

 In conjunction with the IPO, the Company issued to the underwriter
 258,750 Class A ordinary shares for no consideration (the "Representative Shares"). The fair value of the Representative Shares
accounted for as compensation under Accounting Standards Codification ("ASC") 718, "Compensation – Stock Compensation"
("ASC 718"), is included in the offering costs. The Representative Shares were granted on the IPO closing date when the underwriting
services are completed. Hence, the Company has determined the valuation of the Representative Shares should be as of IPO closing date.
To evaluate the fair value of the representative shares, the Company used the relative fair value of the public share included in each
unit and the probability of the business combination. The estimated fair value of the Representative Shares as of the IPO date totaled
$ 632,284.

 Following the closing of the IPO on January 23, 2024, an amount of
$ 57,500,000 ($ 10.00 per Unit) from the proceeds of the sale of the Units in the IPO was placed in a trust account (the "Trust Account").
The funds placed in the Trust Account can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in
money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government
treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company
to pay its taxes, if any, the proceeds from the IPO and the private placement will not be released from the Trust Account until the earliest
of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection
with a shareholder vote to amend the Company's amended and restated memorandum and articles of association to (A) modify the
substance or timing of the Company's obligation to redeem 100 % of the public shares if the Company does not complete the initial
Business Combination within the Combination Period (defined below) or (B) with respect to any other provision relating to shareholders'
rights or pre-Business Combination activity and (iii) the redemption of all of the public shares if the Company is unable to complete
the initial Business Combination within the Combination Period (defined below), subject to applicable law. The proceeds deposited in the
Trust Account could become subject to the claims of the creditors, if any, which could have priority over the claims of the public shareholders.

 F- 7

 The
Company's management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private
Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
There is no assurance that the Company will be able to complete a business combination successfully. The initial Business Combination
must be with one or more target businesses or assets having an aggregate fair market value of at least 80 % of the value of the Trust
Account (defined below) (less any taxes payable on interest earned and less any interest earned thereon that is released to the Company
for taxes) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will
only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target 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 successfully effect a Business Combination.

 The Company will provide the public shareholders with the opportunity
to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection
with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether
the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely
in its 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 require the Company to seek shareholder approval under the law or stock exchange listing requirement. The Company will provide the
public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business
Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business
days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable)
divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account
is initially anticipated to be $ 10.00 per public share (subject to increase of up to an additional $ 0.20 per unit in the event that the
Sponsor elects to extend the period of time to consummate a Business Combination, as described in more detail in the IPO and in Note 10).

 The Company accounted for its Class A ordinary shares subject to possible
redemption in accordance with the guidance in ASC Topic 480, "Distinguishing Liabilities from Equity" (ASC 480). Ordinary
shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be 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) will be classified as
temporary equity. At all other times, ordinary shares will be classified as stockholders' equity. In accordance with ASC 480-10-S99,
the Company classified the Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are
not solely within the control of the Company. Given that the 5,750,000 Class A ordinary shares sold as part of the units in the IPO were
issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares classified as temporary
equity was the allocated proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable,
the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the
date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument
or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal
the redemption value at the end of each reporting period. The Company has elected to recognize the changes in redemption value in additional
paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period, which is the initial
period that the Company has to complete a Business Combination. Subsequent to the IPO date, the accretion also includes the dividend and
interest income earned in the Trust Account in excess of income and franchise taxes, if any, as well as required deposits to extend the
deadline to complete a Business Combination ever since January 23, 2025.

 The Company initially has only 12 months from the closing of the IPO
(or up to 18 months from the closing of the IPO if the Company extend the period of time to consummate a Business Combination by 2 extensions
of 3 months) (the "Combination Period") to complete the initial Business Combination. As discussed in Note 10, on January
13, 2025, the Company deposited $ 575,000 into the Trust Account, extending the time available to consummate a Business Combination for
an additional three (3) months, from January 23, 2025 to April 23, 2025. The Company can extend for an additional three months with an
additional deposit into the Trust Account in the amount of $ 575,000 ($ 0.10 per share) on or prior to April 23, 2025. There is no assurance
that the Business Combination will be completed.

 F- 8

 If
the Company has not completed the initial 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
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 (which interest shall be net of taxes payable, and 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the Board of
Directors, liquidate and dissolve, subject in each case to the Company's obligations under British Virgin Islands law to provide
for claims of creditors and the requirements of other applicable law.

 The underwriters, the Sponsor, officers and directors have agreed to
(i) to waive their redemption rights with respect to their Founder Shares (as defined in Note 5), Representative Shares (as defined
in Note 6) and public shares in connection with the completion of the initial Business Combination and (ii) to waive their rights
to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial
Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account
with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period).
If the Company submits the initial Business Combination to the public shareholders for a vote, the underwriters, the Sponsor, officers
and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with
the Company, to vote any Founder Shares and Representative Shares held by them and any public shares purchased during or after the IPO
in favor of the initial Business Combination.

 The
Company's Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor 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 (i) $ 10.00 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, except as 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 the Company's indemnity of the underwriters
of the IPO 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, the Sponsor will not be responsible to the extent of any liability for such third
-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations
and believes that the Sponsor's only assets are securities of the Company. The Company has not asked the Sponsor to reserve for
such obligations.

 Business
Combination

 On
April 8, 2024, the Company entered into an Agreement and Plan of Merger (the "Original Merger Agreement" and, as it may be
amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with (i) Hotel101 Global Pte. Ltd.,
a private company limited by shares incorporated under the laws of Singapore ("Hotel101 Global"), (ii) Hotel of Asia, Inc.,
a company with limited liability incorporated under the laws of the Philippines ("Hotel of Asia" and together with Hotel101
Global, the "Target Parties"), (iii) DoubleDragon Corporation, a company incorporated under the laws of the Philippines and
listed on the Philippine Stock Exchange, Inc. ("DoubleDragon"); (iv) DDPC Worldwide Pte. Ltd., a private company limited
by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of DoubleDragon ("DDPC"), (v) Hotel101 Worldwide
Private Limited, a private company limited by shares incorporated under the laws of Singapore ("Hotel101 Worldwide", and
together with DDPC, and DoubleDragon, the "Principal Shareholders"), (vi) Hotel101 Global Holdings Corp., an exempted company
with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of DoubleDragon ("PubCo"),
(vii) HGHC 4 Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of
PubCo ("Merger Sub 1"), and (viii) HGHC 3 Corp., a British Virgin Islands business company and a wholly-owned subsidiary
of PubCo ("Merger Sub 2"). Pursuant to the Merger Agreement, among other things, (i) prior to the Company Amalgamation and
SPAC Merger (each as defined below), DoubleDragon will transfer 40 % of the total issued share capital of Hotel of Asia to PubCo (the
"Share Transfer") in exchange for 30,935,563 PubCo Class A ordinary shares (the "Transfer Payment Shares") pursuant
to a Share Purchase Agreement, (ii) prior to the Company Amalgamation and SPAC Merger (each as defined below), DDPC will transfer to
Hotel101 Global certain real estate-related properties free and clear of any encumbrances in exchange for the issuance of ordinary shares
in the capital of Hotel101 Global to DDPC (the "Property Transfer"), (iii) Hotel101 Global and Merger Sub 1 will amalgamate,
with Hotel101 Global being the surviving entity and becoming a wholly owned subsidiary of PubCo ("Company Amalgamation")
and (iv) the Company will merge with and into Merger Sub 2, with the Company being the surviving entity and becoming a wholly owned subsidiary
of PubCo (the "SPAC Merger"). Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid to DDPC,
Hotel 101 Worldwide and certain key executives of the Target Parties is an aggregate of $ 2,300,000,000 which will be paid entirely in
stock, comprised of newly issued ordinary shares of PubCo at a price of $ 10.00 per share (the "Closing Payment Shares").

 F- 9

 The
Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed
Merger is subject to certain conditions as further described in the Merger Agreement.

 The
Company filed a Form 8-K with the SEC on April 8, 2024 to announce the Merger Agreement.

 On
September 3, 2024, the Company entered into the First Amendment to Agreement and Plan of Merger (the "First Amendment") with
the Target Parties, the Principal Shareholders, PubCo, Merger Sub 1 and Merger Sub 2, that amended and modified the Original Merger Agreement.
Pursuant to the First Amendment, (i) prior to the SPAC Merger and the Company Amalgamation, DoubleDragon will transfer 40 % of the total
issued share capital of Hotel of Asia to Hotel101 Global, in exchange for the issuance of 1,987,239 Hotel101 Global Shares, (ii) at the
Company Amalgamation Effective Time, Hotel101 Global and Merger Sub 1 shall amalgamate and continue as one company, with Hotel101 Global
being the surviving entity, and as a wholly owned subsidiary of PubCo, (iii) at the SPAC Merger Effective Time, Merger Sub 2 shall merge
with and into the Company with the Company being the surviving entity, and a wholly owned subsidiary of PubCo, (iv) the definitions and
provisions of "Closing Payment Shares", "Consideration Shares", "Hotel101 Global Shareholder Approval"
and "Share Purchase Agreement" were amended, (v) at the Company Amalgamation Effective Time, each of Hotel101 Global Shares
issued and outstanding immediately prior to the Company Amalgamation Effective Time shall automatically be cancelled in exchange for
the right to receive one PubCo Ordinary Share to be issued on the Closing Date, aggregating to 195,500,000 PubCo Ordinary Shares in total,
(vi) certain representations and warranties of the parties and certain covenants regarding D&O Tail Insurance, financial statements,
minority shareholder rights, and other matters were amended, (vii) if the Closing is not expected to occur by January 23, 2025 and termination
of the Merger Agreement has not occurred, then Hotel101 Global shall deposit into the Company's working capital account US$ 2,000,000
to extend the existence and cover certain expenses of the Company, as further described in the First Amendment, (viii) modifications
were made to the termination provisions and the Termination Fee was increased to US$ 2,000,000, and (ix) certain schedules and exhibits
to the Original Merger Agreement were amended.

 The
Company filed a Form 8-K with the SEC on September 5, 2024 to announce the First Amendment.

 As described in Note 10, on January 8, 2025, the Company received $ 2,000,000
from Hotel101 Global. Using the funds received from Hotel 101 Global, the Company deposited $ 575,000 into the Trust Account on January
13, 2025, extending the time available to consummate a Business Combination for an additional three (3) months, from January 23, 2025
to April 23, 2025. The Company can extend for an additional three months with an additional deposit into the Trust Account in the amount
of $ 575,000 ($ 0.10 per share) on or prior to April 23, 2025. There is no assurance that the Business Combination will be completed.

 Going
Concern

 As of December 31, 2024, the Company had cash of $ 809,301 and a working
capital of $ 415,647. Prior to the IPO, the Sponsor agreed to loan the Company, up to $ 350,000 to be used for a portion of the expenses
of the IPO. The loan is non-interest bearing, unsecured and shall be payable promptly after the date on which the Company consummates
an initial public offering of its securities or the date on which the Company determines not to conduct an initial public offering of
its securities. As of December 31, 2024, the balance of $ 286,385 under the promissory note remained unpaid and will be due as demanded.
As of the date of these financial statements, the Sponsor has not demanded repayment.

 F- 10

 As described in Note 10, on January 8, 2025, the Company received $ 2,000,000
from Hotel101 Global to meet Trust funding requirements in connection with one or more extensions on the deadline to complete an initial
Business Combination and for working capital purposes.

 The
Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction
costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete
its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business
Combination, in which case, subject to compliance with applicable securities laws, the Company may issue additional securities or incur
debt prior to or in connection with such Business Combination.

 In connection with the Company's assessment of going concern
considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, the Company may need to raise
additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The
Company's officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time,
in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Accordingly, the
Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take
additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the
pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be
available to it on commercially acceptable terms, if at all.

 The
Company's liquidity condition raises substantial doubt about the Company's ability to continue as a going concern for a period
of time within one year after the date that the accompanying financial statements are issued. Management plans to address this uncertainty
through a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, currently April 23,
2025, there will be a mandatory liquidation and subsequent dissolution of the Company, which raises substantial doubt about the Company's
ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company
be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end
of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by
the end of the Combination Period.

 Risks
and Uncertainties

 As a result of the military action commenced in February 2022 by the
Russian Federation and Belarus in the country of Ukraine and related economic sanctions and the impact of armed conflicts in Israel and
the Gaza Strip and/or other future global conflicts, the Company's ability to consummate a Business Combination, or the operations
of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In
addition, the Company's ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which
may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing
being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and
the specific impact on the Company's financial position, results of operations and/or ability to consummate a Business Combination
are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Note
2 — Basis of Presentation and Summary of 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
("US GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC").

 Emerging
Growth Company Status

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
our Business Startups Act of 2012, (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.

 F- 11

 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 election to opt out is irrevocable. The Company has 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, the Company, 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 the Company's 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 accounting standards used.

 Use
of Estimates

 The
preparation of financial statements in conformity with US GAAP requires 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. Actual results could differ from those estimates.

 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. The Company had $ 809,301 and nil of cash as of December 31, 2024
and 2023, respectively. The Company did not have any cash equivalents as of December 31, 2024 and 2023.

 Investment
Held in Trust Account

 At December 31, 2024, all of the assets held in the Trust Account were
held in money market funds which are invested primarily in U.S. Treasury securities. At December 31, 2023, there were no assets held in
the Trust Account. The Company's investments held in the Trust Account are classified as trading securities. Trading securities
are presented on the balance sheet at fair value at the end of each reporting period. Earnings on these trading securities are included
in interest earned on investments held in the Trust Account in the accompanying statements of operations. The fair value for these trading
securities is determined using available market information.

 Share-Based
Payment Arrangements

 The Company accounts for share awards in accordance with ASC 718, which
requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying
value of the share or the award, as applicable.

 Costs
equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to
vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time,
cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company's initial estimates;
previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.

 Offering
Costs associated with Initial Public Offering

 Offering costs were $ 1,751,700 consisting principally of underwriting,
legal and other expenses incurred through the balance sheet date that are related to the Public Offering and are charged to shareholders'
equity upon the completion of the Public Offering. 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 among Public Shares,
Public Rights and Private Placement Units based on the relative fair values of Public Shares, Public Rights and Private Placement Units.
To evaluate the fair value of the representative shares, the Company used the relative fair value of the public share included in each
unit and the probability of the business combination. Accordingly, $ 1,646,852 was allocated to Public Shares and charged to temporary
equity, and $ 104,848 was allocated to Public Rights and Private Placement Units and charged to shareholders' equity.

 F- 12

 Class
A Ordinary Shares Subject to Possible Redemption

 The Company accounts for Class A ordinary shares subject to possible
redemption in accordance with the guidance in ASC 480. Class A 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) are classified as temporary equity. At all other times, ordinary shares are classified as stockholders'
equity. The Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company's control
and subject to the occurrence of uncertain future events. In accordance with the SEC and its guidance on redeemable equity instruments,
which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject
to redemption to be classified outside of permanent equity. Given that the 5,750,000 Class A ordinary shares sold as part of the Company's
IPO were issued with other freestanding instruments (i.e., Public Units), the initial carrying value of Class A ordinary shares classified
as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. The Company's Class A ordinary
shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option
to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable
that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the
redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of
each reporting period. The Company has elected to recognize the changes in redemption value in additional paid-in capital (or accumulated
deficit in the absence of additional paid-in capital) over an expected 12-month period, which is the initial period that the Company has
to complete a Business Combination. Subsequent to the IPO date, the accretion also includes the dividend and interest income earned in
the Trust Account in excess of income and franchise taxes, if any, as well as required deposits to extend the deadline to complete a Business
Combination ever since January 23, 2025.

 Accordingly,
at December 31, 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside
of permanent shareholders' equity (deficit) in the Company's balance sheets.

 At
December 31, 2024, the Class A Ordinary Shares reflected in the balance sheets are reconciled in the following table:

 Gross
 proceeds from the IPO

 $
 57,500,000

 Less:

 Gross proceeds from the IPO allocated to Public Rights

 ( 2,760,000
)

 Allocation of offering costs related to redeemable
 shares

 ( 1,646,852
)

 Plus:

 Accretion of carrying value to redemption
 value

 6,993,408

 Class
 A Ordinary Shares subject to possible redemption, December 31, 2024

 $
 60,086,556

 Share

 The
Company accounts for the Public Rights and private placement rights issued in connection with the IPO and the Private Placement in accordance
with the guidance contained in FASB ASC Topic 815, "Derivatives and Hedging". Accordingly, the Company evaluated and classified
the rights under equity treatment at their assigned values.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000. The Company has not experienced losses on these accounts.

 Fair
Value of Financial Instruments

 The fair value of the Company's assets and liabilities, which
qualify as financial instruments under FASB ASC 820, "Fair Value Measurements," approximates the carrying amounts represented
in the balance sheet, primarily due to their short-term nature. Other than the Investment held in Trust Account, the Company has no other
financial instruments reported at fair value on a recurring basis.

 F- 13

 The
Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that
framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a
liability in the Company's principal or most advantageous market in an orderly transaction between market participants on the measurement
date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use
in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable
inputs reflect the entity's own assumptions based on market data and the entity's judgments about the assumptions that market
participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

 Level
 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement
 are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

 Level
 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar
 underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at
 commonly quoted intervals.

 Level
 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when
 little or no market data exists for the assets or liabilities.

 Income
Taxes

 The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statement 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
Topic 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's management determined that the British Virgin Islands
is the Company's major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. As of December 31, 2024 and 2023, there were no unrecognized tax benefits and no amounts accrued for interest
and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position. The Company's management does not expect that the total amount of unrecognized tax benefits will materially
change over the next twelve months.

 The Company is considered to be a British Virgin Islands business company
with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in
the British Virgin Islands or the United States. As such, the Company's tax provision was zero for the periods presented.

 Net
Income (Loss) per Ordinary 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 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 deemed or 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
common shares subject to possible redemption was considered to be deemed dividends paid to the public shareholders.

 F- 14

 The
calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the Initial Public
Offering and the Private Placement Units since the exercise of the units is contingent upon the occurrence of future events. The rights
are exercisable to purchase 1,497,500 Class A Ordinary Shares in the aggregate. The 187,500 Class B ordinary shares that were subject
to forfeiture if the over-allotment option was not exercised by the underwriters were not included in the calculation of weighted average
shares outstanding until the fully exercise of the over-allotment by the underwriters on January 23, 2024. As of December 31, 2024 and
2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary
shares that then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic
net income (loss) per ordinary share for the periods presented.

 The
following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

 For the Years
 Ended

 2024

 2023

 Net income (loss)

 $

 $
)

 Remeasurement for ordinary
 shares subject to redemption

 ( 6,993,409
)

 —

 Net
 loss including accretion of ordinary shares to redemption value

 $
 ( 4,990,848
)

 $
)

 For
 the Years Ended

 2024

 2023

 Non-
 Redeemable

 Non-
 Redeemable

 Redeemable

 And

 Class B

 Redeemable

 And

 Class B

 Basic net loss per
 share:

 Numerator:

 Net
 loss

 $
 ( 3,693,323
)

 $
 ( 1,297,525
)

 $
 —

 $
)

 Remeasurement
 for ordinary shares subject to redemption

 6,993,409

 —

 —

 —

 Allocation
 of net income (loss)

 $
 3,300,086

 $
 ( 1,297,525
)

 $
 —

 $
)

 Denominator:

 Basic and diluted
 weighted average shares outstanding

 5,388,661

 1,893,125

 —

 1,250,000

 Basic
 and diluted net income (loss) per share

 $
 0.61

 $
 ( 0.69
)

 $
 —

 ( 0.06
)

 Recent
Accounting Pronouncements

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires
disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among
other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.
The Company's management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and
disclosures.

 The
Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently
adopted would have a material effect on the accompanying financial statements.

 F- 15

 Note
3 — Initial Public Offering

 On
January 23, 2024, the Company consummated its Initial Public Offering and sold 5,750,000 Units, including 750,000 Units issued to the
underwriter pursuant to the underwriters' over-allotment option is exercised in full, at a price of $ 10.00 per Unit. Each Unit
consists of one Class A ordinary share with no par value and one right (the "Public Right"). Each Public Right entitles the
holder to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of the Company's initial Business Combination.
The Company will not issue fractional shares upon conversion of the rights, as disclosed in Note 7.

 Transaction
costs amounted to $ 1,751,700 consisting of $ 575,000 of underwriting commissions which was paid in cash at the closing date of the IPO,
$ 632,284 of the Representative Shares (as defined in Note 6), and $ 544,416 of other offering costs.

 Note
4 — Private Placement

with the closing of the IPO and the over-allotment, the Sponsor purchased an aggregate of 240,000 private placement units at a price
of $ 10.00 per unit for an aggregate purchase price of $ 2,400,000. Each Private Placement Unit was identical to the units sold in the
IPO, except as described below.

 There will be no redemption rights or liquidating distributions from
the Trust Account with respect to the Founder Shares, private placement shares or private placement rights. The rights will expire worthless
if the Company does not consummate a Business Combination within the allotted 12-month period (or up to 18 months from the completion
of the IPO if the Company extends the period of time to consummate a Business Combination by the full amount of time- see Note 10).

 The
private placement units, private placement shares, private placement rights and the Class A ordinary shares underlying such rights
will not be transferable, assignable or salable by the Sponsor until the completion of the Company's initial Business Combination,
except to permitted transferees.

 Note
5 — Related Party Transactions

 Founder

 On April 20, 2021, the Company's Sponsor paid $ 25,000, or
approximately $ 0.017 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 1,437,500 Class B
ordinary shares (the "Founder Shares") with no par value, 187,500 of which were subject to forfeiture depending on the extent
to which the underwriters' over-allotment option is exercised. On January 23, 2024, the Company consummated its Initial Public Offering
and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full exercise of the underwriters' option to purchase additional
units to cover the over-allotment, hence the 187,500 shares of Class B ordinary shares were no longer subject to forfeiture.

 Prior
to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders
of the public shares will not be entitled to vote on the election of directors during such time. These provisions of the Company's
amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a majority
of the ordinary shares who are eligible to vote and attend and vote in a general meeting of the shareholders. With respect to any other
matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required
by law, holders of the Founder Shares and holders of the public shares will vote together as a single class, with each share entitling
the holder to one vote.

 The
Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after
the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, share exchange,
reorganization or other similar transaction after the initial Business Combination that results in all of the Company's public
shareholders having the right to exchange their ordinary shares for cash, securities or other property (the "Lock-up"). Notwithstanding
the foregoing, if the last sale price of the Company's ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share
splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30 -trading day after the initial Business Combination, the Founder Shares will be released from the Lock-up.

 F- 16

 Promissory
Note — Related Party

 The
Sponsor has agreed to loan the Company up to $ 350,000 to be used for a portion of the expenses of the IPO. The loan is non-interest bearing,
unsecured and shall be payable promptly after the date on which the Company consummates an IPO. As of December 31, 2024, the balance
of $ 286,385 under the promissory note remained unpaid and will be due as demanded. As of the date of these financial statements, the Sponsor has not demanded repayment.

 Working
Capital Loans

 In addition, in order to finance transaction costs
in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers
and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company
completes the initial Business Combination, the Company may repay the Working Capital Loans. In the event that the initial Business Combination
does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans
but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,150,000 of such Working Capital Loans
may be convertible into units at a price of $ 10.00 per unit at the option of the lender. Such units would be identical to the Private
Placement Units issued to our sponsor. The terms of Working Capital Loans by the Company's officers and directors, if any, have
not been determined and no written agreements exist with respect to such loans. As of December 31, 2024 and 2023, and the date of these
financial statements, the Company had no borrowings under the Working Capital Loans.

 Directors
Compensation

 The Company has entered into a letter agreement
pursuant to which it will also pay each of its independent directors $ 1,000 per annum, for an aggregate total of $ 3,000 per annum as remuneration.
Upon completion of the initial Business Combination or the Company's liquidation, the Company will cease paying these yearly fees.
For the years ended December 31, 2024 and 2023, the Company paid $ 3,000 and $ nil for such expenses, respectively, which was reported in
formation and operating costs in the accompanying statements of operations.

 Extension
Loans

 The Company initially had until 12 months from
the closing of the IPO to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate
the initial Business Combination within 12 months, it may extend the period of time to consummate a Business Combination up to two times,
each by an additional three months (for a total of up to 18 months to complete a Business Combination). Pursuant to the terms of the amended
and restated memorandum and articles of association and the trust agreement to be entered into between the Company and Continental Stock
Transfer & Trust Company on the date of the IPO, in order to extend the time available for the Company to consummate the initial
Business Combination, the Sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must
deposit into the Trust Account $ 575,000 ($ 0.10 per share in either case) on or prior to the date of the applicable deadline, for each
three month extension (or up to an aggregate of $ 1,150,000), or $ 0.20 per share if the Company extends for the full six months). Any such
payments would be made in the form of a loan (the "Extension Loans"). Any such loans will be non-interest bearing and payable
upon the consummation of the initial Business Combination. If the Company completes the initial Business Combination, it will repay such
loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination,
the Company will not repay such loans. Furthermore, the letter agreement with the initial shareholder contains a provision pursuant to
which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that
the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust
Account to extend the time for the Company to complete the initial Business Combination. As of December 31, 2024 and 2023, and the date
of these financial statements, there is no outstanding balance under the Extension Loans.

 F- 17

 Note
6 — Commitments and Contingencies

 Registration

 The holders of the Founder Shares, Private Placement
Units, shares being issued to the underwriters of the IPO, and units that may be issued on conversion of Working Capital Loans (and in
each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights
agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale (in the
case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to
make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain
"piggy-back" registration rights with respect to registration statements filed subsequent to the completion of the initial
Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities
Act. Notwithstanding the above, the shares issued to the underwriters in the IPO will be further subject to the limitations on registration
requirements imposed by FINRA Rule 5110(g)(8). The Company will bear the expenses incurred in connection with the filing of any such
registration statements.

 Right
of First Refusal

 For
a period beginning on the closing of the IPO and ending 12 months from the closing of a Business Combination, the Company has granted
the underwriter a right of first refusal to act as sole underwriter, sole book-running manager and sole placement agent for any and
all future private or public equity, equity-linked, convertible and debt offerings during such 12 months from the closing of a Business
Combination of the Company, or any successor to or any subsidiary of the Company. For the sake of clarity, this right of refusal shall
encompass the time period leading up to the closing of the Business Combination while the Company is still a special purpose acquisition
company. Notwithstanding the foregoing, in event that a target company – in connection with a Business Combination – sources
a private placement of public equity (a "PIPE"), the aforementioned right of refusal reference shall not apply in such a
limited instance. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than
three years from the commencement of sales in the IPO.

 Underwriter
Agreement

 The underwriters had a 45 -day option from
the date of the IPO to purchase up to an additional 750,000 Units to cover over-allotments, if any. The underwriter exercised the over-allotment
option in fully upon the closing of the IPO.

 The underwriters were paid $ 575,000 for the underwriter's
discount, upon the closing of the IPO. Additionally, the underwriters were granted 258,750 Class A ordinary shares (the "Representative
Shares") that were registered in the IPO, for no consideration, subject to the terms of the underwriting agreement. The underwriter
has agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, the
underwriter has agreed (and its permitted transferees will agree) (i) to waive its redemption rights with respect to such shares
in connection with the completion of the Company's initial Business Combination and (ii) to waive its rights to liquidating
distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within
the Combination Period.

 The
shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the
date of the commencement of sales in the IPO pursuant to FINRA Rule 5110(e)(1).

 Merger
Agreement

 On
April 8, 2024, the Company entered into the Original Merger Agreement with (i) Hotel101 Global, (ii) Hotel of Asia (and together with
Hotel101 Global, the "Target Parties"), (iii) DoubleDragon; (iv) DDPC, (v) Hotel101 Worldwide, and together with DDPC, and
DoubleDragon, the Principal Shareholders, (vi) PubCo, (vii) Merger Sub 1, and (viii) Merger Sub 2. Pursuant to the Merger Agreement,
among other things, (i) prior to the Company Amalgamation and SPAC Merger (each as defined below), DoubleDragon will transfer 40 % of
the total issued share capital of Hotel of Asia to PubCo in exchange for 30,935,563 PubCo Class A ordinary shares pursuant to a Share
Purchase Agreement, (ii) prior to the Company Amalgamation and SPAC Merger (each as defined below), DDPC will transfer to Hotel101 Global
certain real estate-related properties free and clear of any encumbrances in exchange for the issuance of ordinary shares in the capital
of Hotel101 Global to DDPC, (iii) Hotel101 Global and Merger Sub 1 will amalgamate, with Hotel101 Global being the surviving entity and
becoming a wholly owned subsidiary of PubCo and (iv) the Company will merge with and into Merger Sub 2, with the Company being the surviving
entity and becoming a wholly owned subsidiary of PubCo. Pursuant to the terms of the Merger Agreement, the aggregate consideration to
be paid to DDPC, Hotel 101 Worldwide and certain key executives of the Target Parties is an aggregate of $ 2,300,000,000 which will be
paid entirely in stock, comprised of newly issued ordinary shares of PubCo at a price of $ 10.00 per share.

 F- 18

 The
Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed
Merger is subject to certain conditions as further described in the Merger Agreement.

 The Company filed a Current Report on Form 8-K
with the SEC on April 8, 2024 to report this event.

 First
Amendment to Merger Agreement

 On
September 3, 2024, the Company entered into the First Amendment with the Target Parties, the Principal Shareholders, PubCo, Merger Sub
1 and Merger Sub 2, that amended and modified the Original Merger Agreement. Pursuant to the First Amendment, (i) prior to the SPAC Merger
and the Company Amalgamation, DoubleDragon will transfer 40 % of the total issued share capital of Hotel of Asia to Hotel101 Global, in
exchange for the issuance of 1,987,239 Hotel101 Global Shares, (ii) at the Company Amalgamation Effective Time, Hotel101 Global and Merger
Sub 1 shall amalgamate and continue as one company, with Hotel101 Global being the surviving entity, and as a wholly owned subsidiary
of PubCo, (iii) at the SPAC Merger Effective Time, Merger Sub 2 shall merge with and into the Company with the Company being the surviving
entity, and a wholly owned subsidiary of PubCo, (iv) the definitions and provisions of "Closing Payment Shares", "Consideration
Shares", "Hotel101 Global Shareholder Approval" and "Share Purchase Agreement" were amended, (v) at the
Company Amalgamation Effective Time, each of Hotel101 Global Shares issued and outstanding immediately prior to the Company Amalgamation
Effective Time shall automatically be cancelled in exchange for the right to receive one PubCo Ordinary Share to be issued on the Closing
Date, aggregating to 195,500,000 PubCo Ordinary Shares in total, (vi) certain representations and warranties of the parties and certain
covenants regarding D&O Tail Insurance, financial statements, minority shareholder rights, and other matters were amended, (vii)
if the Closing is not expected to occur by January 23, 2025 and termination of the Merger Agreement has not occurred, then Hotel101 Global
shall deposit into the Company's working capital account US$ 2,000,000 to extend the existence and cover certain expenses of the
Company, as further described in the First Amendment, (viii) modifications were made to the termination provisions and the Termination
Fee was increased to US$ 2,000,000, and (ix) certain schedules and exhibits to the Original Merger Agreement were amended.

 The Company filed a Current Report on Form 8-K
with the SEC on September 5, 2024 to report this event.

 On January 8, 2025, the Company received $ 2,000,000 from Hotel101 Global.
Using the funds received from Hotel 101 Global, the Company deposited $ 575,000 into the Trust Account on January 13, 2025, extending the
time available to consummate a Business Combination for an additional three (3) months, from January 23, 2025 to April 23, 2025. The Company
can extend for an additional three months with an additional deposit into the Trust Account in the amount of $ 575,000 ($ 0.10 per share)
on or prior to April 23, 2025. There is no assurance that the Business Combination will be completed.

 There is no assurance that the Company will complete
its initial Business Combination.

 Note
7 — Shareholders' Equity

 Preferred
Shares — The Company is authorized to issue a total of 1,000,000 preferred shares with no par value. As of December 31,
2024 and 2023, there were no shares of preferred shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue a total of 100,000,000 Class A ordinary shares with no par
value. As of December 31, 2024 and 2023, there were 498,750 and no Class A ordinary shares issued or outstanding, excluding 5,750,000
and 0 Class A ordinary shares subject to possible redemption.

 Class B
Ordinary Shares — The Company is authorized to issue a total of 10,000,000 Class B ordinary shares with no par
value. On April 20, 2021, the Company's Sponsor paid $ 25,000, or approximately $ 0.017 per share, to cover certain of the offering
and formation costs in exchange for an aggregate of 1,437,500 Class B ordinary shares with no par value, 187,500 of which are subject
to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised. On January 23, 2024, the underwriters
exercised their over-allotment option in full, hence, all 187,500 Class B ordinary shares were no longer subject to forfeiture. As of
December 31, 2024 and 2023, there were 1,437,500 Class B ordinary shares issued or outstanding.

 F- 19

 The Class B ordinary shares will automatically convert into Class A
ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject
to adjustment pursuant to certain anti-dilution right, share splits, share capitalizations, reorganizations, recapitalizations and the
like, and subject to further adjustment as provided herein and in the Company's amended and restated memorandum and articles of
association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess
of the amounts sold in the IPO and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary
shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding
Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that
the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate,
 20 % of the sum of all ordinary shares issued and outstanding upon completion of the IPO, including pursuant to the Over-Allotment Option,
plus all Class A ordinary shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities
issued or deemed issued in connection with or in relation to the initial Business Combination, excluding any shares or equity-linked securities
issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent securities issued to the
Sponsor or its affiliates upon conversion of loans made to the Company. In no event may any Class B Ordinary Share convert into Class
A Ordinary Shares at a ratio that is less than one-for-one.

 Prior
to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders
of the public shares will not be entitled to vote on the election of directors during such time. These provisions of the Company's
amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a majority
of the ordinary shares who are eligible to vote and attend and vote in a general meeting of the shareholders. With respect to any other
matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required
by law, holders of the Founder Shares and holders of the public shares will vote together as a single class, with each share entitling
the holder to one vote.

 Rights — As of December
31, 2024, there were 5,990,000 rights outstanding, 5,750,000 of which are publicly traded. At December 31, 2023, there were no right outstanding.
Each holder of a right will receive one-fourth (1/4) of one Class A ordinary share upon consummation of the initial Business Combination,
even if the holder of such right redeemed or otherwise sold all Class A ordinary shares held by it in connection with the initial
Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive its additional
shares upon consummation of an initial Business Combination, as the consideration related thereto has been included in the unit purchase
price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company
will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration
the holders of the Class A ordinary shares will receive in the transaction on an as-converted into Class A ordinary share basis,
and each holder of a right will be required to affirmatively convert its rights in order to receive the 1/4 share underlying each right
(without paying any additional consideration) upon consummation of the Business Combination. More specifically, the right holder will
be required to indicate its election to convert the rights into underlying shares as well as to return the original rights certificates
to the Company.

 If
the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds
held in the Trust Account, holders of rights will not receive any such funds with respect to their rights, nor will they receive any
distribution from the Company's assets held outside of the Trust Account with respect to such rights, and the rights will expire
worthless.

 As
soon as practicable upon the consummation of the initial Business Combination, the Company will direct registered holders of the rights
to return their rights to the rights agent. Upon receipt of the rights, the rights agent will issue to the registered holder of such
rights the number of full Class A ordinary shares to which it is entitled. The Company will notify registered holders of the rights
to deliver their rights to the rights agent promptly upon consummation of such Business Combination and have been informed by the rights
agent that the process of exchanging their rights for Class A ordinary shares should take no more than a matter of days. The foregoing
exchange of rights is solely ministerial in nature and is not intended to provide the Company with any means of avoiding the Company's
obligation to issue the shares underlying the rights upon consummation of the initial Business Combination. Other than confirming that
the rights delivered by a registered holder are valid, the Company will have no ability to avoid delivery of the shares underlying the
rights. Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation
of an initial Business Combination.

 F- 20

 The shares issuable upon conversion of the rights
will be freely tradable (except to the extent held by affiliates of the Company). The Company will not issue fractional shares upon conversion
of the rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the
applicable provisions of British Virgin Island's law. As a result, holders must hold rights in multiples of 4 in order to receive
shares for all of the investors' rights upon closing of a Business Combination.

 Note
8 — FAIR VALUE MEASUREMENTS

 The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each
reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

 The following table presents information about
the Company's assets that are measured at fair value on a recurring basis at December 31, 2024 (there were no such assets as of
December 31, 2023), and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 Description

 Level

 2024

 Assets:

 Investments held in Trust Account

 $
 60,270,176

 NOTE
9 — SEGMENT INFORMATION

 ASC Topic 280, "Segment Reporting,"
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information
is available that is regularly evaluated by the Company's chief operating decision maker, or group, in deciding how to allocate
resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures, in the accompanying financial statements using the retrospective method of adoption.

 F- 21

 The Company's chief operating decision maker
has been identified as the Chief Executive Officer ("CODM"), who reviews the operating results for the Company as a whole
to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company
only has one operating and reportable segment.

 When
evaluating the Company's performance and making key decisions regarding resource allocation the CODM reviews several key metrics,
which include the following:

 For the Year
 Ended
 2024

 For the Year
 Ended
 2023

 Professional service fee in connection with the Business Combination

 $
 371,260

 $
 -

 Other formation and operating costs

 434,846

 -

 Total formation and operating costs

 $
 806,106

 $
 76,827

 Interest earned on investment held in Trust Account

 $
 2,770,176

 $
 -

 The key measures of segment profit or loss reviewed
by our CODM are interest earned on investment in Trust Account and formation and operating expenses. The CODM reviews interest earned
on investment in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the
Trust Account funds while maintaining compliance with the trust agreement. Within formation and operating costs, the CODM specifically
reviews professional service fees in connection with the business combination, which are a significant segment expense, and include legal
fees, and advisory fees, as these represent significant costs affecting the Company's consummation of the Business Combination.
Other formation and operating costs, including accounting expenses, printing expenses, and regulatory filing fees, are reviewed in aggregate
to ensure alignment with budget and contractual obligations. These expenses are monitored to manage and forecast cash available to complete
a business combination within the required period.

 NOTE
10 — SUBSEQUENT EVENTS

 The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements
were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required
adjustment or disclosure in the financial statements.

 On January 8, 2025, the Company received $ 2,000,000 from Hotel101 Global
pursuant to the First Amended to the Merger Agreement. Using the funds received from Hotel 101 Global, the Company deposited $ 575,000
into the Trust Account on January 13, 2025, extending the time available to consummate a Business Combination for an additional three
(3) months, from January 23, 2025 to April 23, 2025. The Company can extend for an additional three months with an additional deposit
into the Trust Account in the amount of $ 575,000 ($ 0.10 per share) on or prior to April 23, 2025. There is no assurance that the Business
Combination will be completed.

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 us-gaap: FairValueMeasurementsRecurringMember