UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

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

 1934

 For
the transition period from ________________________ to ________________________

 Commission
file number 001-42196

 AA Mission Acquisition Corp.

 (Exact name of registrant as specified in its charter)

 Cayman Islands

 N/A

 State or other jurisdiction of
 incorporation or organization

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

 21 Waterway Avenue, STE 300 #9732
 The Woodlands, TX

 77380

 (Address of principal executive offices)

 (Zip Code)

 Registrant's
telephone number, including area code 832 - 336-8887

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Units, each consisting of one Class A ordinary share and one-half of one warrant

 AAM.U

 The New York Stock Exchange

 Class A ordinary shares, par value $0.0001 per share

 AAM

 The New York Stock Exchange

 Warrants, each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation

 AAM.W

 The New York Stock Exchange

 Securities
registered pursuant to section 12(g) of the Act:

 (Title of class)

 (Title of class)

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 Act.

Yes No

 Note
– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act from their obligations under those Sections.

by check mark whether the registrant (1) has filed all reports required to be filed 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 Act). Yes
No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.

 As of December 31, 2024, the aggregate market value of the Registrant's
voting and non-voting common equity held by non-affiliates was approximately $ 284 million.

 Note.— If
a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort
and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions
reasonable under the circumstances, provided that the assumptions are set forth in this Form.

 APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court

 Yes
 No

 (APPLICABLE
ONLY TO CORPORATE REGISTRANTS)

the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

 At March 11, 2025, AA Mission Acquisition Corp. had outstanding 35,349,000 shares
of its Class A ordinary shares, par value $0.0001 per share.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

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

 Item 6.

 Reserved.

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

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

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services.

 Item 15.

 Exhibits, Financial Statement Schedules.

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Some of the statements contained in this Annual
Report on Form 10-K (the " Annual Report on Form 10-K " or " Annual Report ") may constitute "forward-looking
statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements
regarding our or our management team'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 "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 Forward-looking statements in this Annual Report may include, for example,
statements about:

 our
ability to select an appropriate target business or businesses;

 our
ability to complete our initial business combination;

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

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

 our
officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in
approving our initial business combination;

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

 our
pool of prospective target businesses;

 our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by events that are outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19)
and volatility in the debt and equity markets;

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

 our
public securities' potential liquidity and trading;

 the
lack of a market for our securities;

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

 the
Trust Account not being subject to claims of third parties; or

 our
financial performance.

 The forward-looking statements contained in this Annual 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. Should any of our assumptions prove incorrect, actual results
may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws.

 ii

 References in this report to
 "we," "us" or the "Company" refer to AA Mission Acquisition Corp. References to our
 "management" or our "management team" refer to our officers and directors, and references to the
 "sponsor" refer to AA Mission Acquisition Sponsor Holdco LLC, a Delaware limited liability company. References to our
 "initial shareholders" refer to the sponsor and any other holders of our Class B ordinary shares, par value $0.0001 per
 share (the " founder shares " or " Class B ordinary shares ").

 Item 1. Business.

 Introduction

 We are a blank check company incorporated as an
exempted company under the laws of the Cayman Islands on February 9, 2024, which will seek to effect a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this
Annual Report as our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector or
geographical location, we intend to focus on industries that complement our management team's and board of director's background
and network, and to capitalize on the ability of our management team and board of directors to identify and acquire a business, focusing
on the food and beverage industry. We have not selected any specific business combination target and we have not, nor has anyone on our
behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial
business combination with us. We have generated no operating revenues to date and we do not expect that we will generate operating revenues
until we consummate our initial business combination.

 Our management team is comprised of individuals
who bring a wealth of experience across diverse domains, including the food and beverage industry, financial services, capital markets,
mergers and acquisitions, private equity, and leadership roles in publicly traded firms. Each member of our team has a robust professional
background that spans several decades, and their collective expertise covers a broad spectrum of industries.

 Throughout their extensive careers, our management
team has not only accumulated a deep understanding of their respective fields but has also earned the trust and respect of key stakeholders,
including founders, executives, investors, and industry leaders. These relationships have been nurtured through their multifaceted roles
as operators, private equity investors, and merger and acquisition specialists across a wide range of sectors.

 As a result, our management team and board of directors
possesses a unique vantage point within these industries, allowing us to access valuable insights, forge strategic partnerships, and identify
promising investment opportunities that align with our objectives.

 During their extensive careers, our management team
and board of directors has earned the trust and respect of founders, executives, investors, and trendsetters in a wide range of sectors,
including but not limited to the food and beverage industry, financial services, capital markets, mergers and acquisitions, private equity,
and leadership roles in publicly traded firms. These relationships have been cultivated by our management team through their various roles
as operators, investors and investment bankers.

 All of our executive officers and directors are
located in or have significant ties to the PRC. Our ties to China present legal and operational risks to us and our investors, including
significant risks related to actions that may be taken by China in the areas of regulatory, liquidity and enforcement, which exist and
are independent of the legal and operational risks that ties to China or Hong Kong may present in connection with effecting an initial
business combination. For example, if these ties were to cause China to view us as subject to their regulatory authority, China could
take actions that could materially hinder or prevent our offering of securities to investors, materially change our operations and/or
the value of the securities we are registering, and cause the value of such securities to significantly decline or be worthless.

 In addition, our executive officers' and directors' ties
to China may make us a less attractive partner to potential target companies outside the PRC than a non-PRC related SPAC. As a result,
we are more likely to acquire a company based in China in an initial business combination. If we decide to consummate our initial business
combination with a target business based in and primarily operating in China, the combined company may face various legal and operational
risks and uncertainties after the business combination. In order to reduce or limit such risks, we will not consider or undertake an initial
business combination with any company with financial statements audited by an accounting firm that the Public Company Accounting Oversight
Board (United States) (PCAOB) has been unable to inspect for two consecutive years. Further, due to (i) the risks associated
with acquiring and operating a business in the PRC and/or Hong Kong, and (ii) the fact that our executive officers and directors
are located in or have significant ties to China, it may make us a less attractive partner to certain potential target businesses, including
non-China- or non-Hong Kong-based target companies.

 In the event that we determine to pursue a business
combination with a target company based in China or Hong Kong, we may become subject to legal and operational risks resulting from
Chinese laws and regulations that are sometimes vague and uncertain, and which may therefore, present risks that may result in a material
change in the combined company's principal operations in China, significant depreciation of the value of the combined company's
securities, or which may materially hinder or prevent the offering of securities by the combined company to investors and cause the value
of such securities to significantly decline or be worthless. The PRC government has significant authority to exert influence on the ability
of a China-based company to conduct its business, make or accept foreign investments or list on a U.S. stock exchange. For example,
if we enter into a business combination with a target business operating in China, the combined company may face risks associated with
regulatory approvals of the proposed business combination between us and the target, offshore offerings, anti-monopoly regulatory actions,
cybersecurity and data privacy, as well as the lack of PCAOB inspection of its auditors or the auditors of the target business. In addition,
the combined company may be subject to legal and operational risks associated with having substantially all of its operations in China,
including risks related to the legal, political and economic policies of the Chinese government, the relations between China and the United States,
or Chinese or United States regulations, which risks could result in a material change in the combined company's operations
and/or the value of the securities of the combined company.

 As indicated above, while we intend to focus our
search on businesses in Asia, we are not limited to a particular industry or geographic region for purposes of consummating an initial
business combination. Because our management team has a substantial network in the PRC, we may pursue a business combination with a company
doing business in China, which may have legal and operational risks associated with such a decision. These risks could result in a material
change in the target company's post-combination operations or could significantly limit or completely hinder our ability to offer
or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. However,
we will not consummate our initial business combination with an entity or business with China operations consolidated through a variable
interest entity (" VIE ") structure.

 Since all of our executive officers and directors
are located in or have significant ties to the PRC, we may be a less attractive partner to potential target companies outside the PRC,
thereby limiting our pool of acquisition candidates. This would impact our search for a target company and make it harder for us to complete
an initial business combination with a non-China-based target company. For example, a combination with a U.S. target company may
be subject to review by a U.S. government entity or may ultimately be prohibited. Furthermore, the additional time that could be
required for governmental review of the transaction or complete prohibition of the transaction could prevent us from completing an initial
business combination and require us to liquidate. In the event of liquidation, investors would lose their investment opportunity in potential
target companies, any price appreciation in a combined company, and their financial investment in the rights, which would expire worthless.

 We believe that our management team and board of
directors is well positioned to identify and execute compelling business combination opportunities. Our objectives are to generate attractive
returns for shareholders and enhance value through identifying a high-quality target, negotiating favorable acquisition terms for our
shareholders, and leveraging our expertise and network to improve business performance of the newly-publicly listed company.

 While we may pursue an acquisition opportunity
in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team's
background and network, and to capitalize on the ability of our management team and board of directors to identify and acquire a business.
With respect to the foregoing experiences of our management team and board of directors, past performance is not a guarantee (i) that
we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business
combination we may consummate. You should not rely on the historical record of our management team's performance as indicative of
our future performance. For more information on the experience and background of our management team, see Item 10. – Directors,
Executive Officers and Corporate Governance. In addition, for a list of our executive officers and entities for which a conflict of interest
may or does exist between such officers and the company, as well as the priority and preference that such entity has with respect to performance
of obligations and presentation of business opportunities to us, please refer to Item 10. – Directors, Executive Officers and Corporate
Governance.

 Business Strategy

 Our strategy is centered around three core pillars:

 Creative Transaction Sourcing: We are committed to identifying unique and innovative
 approaches to sourcing potential transactions. Leveraging our extensive network, we aim to seize a wide range of opportunities in
 terms of asset quality, market size, profitability, development prospects, value-added opportunities and targets that have a strong
 foundation in its management team and governance structure.

 Leveraging Management Expertise: The collective experience
and expertise of our management team and board of directors serve as invaluable assets. We will leverage this wealth of knowledge to
provide guidance and attention to potential business combination targets, ensuring they align with our strategic vision.

 Financial Market Insights: Our deep understanding
of financial markets, financing options, and overall corporate strategy positions us to make informed decisions. We will harness this
knowledge to further our objectives.

 Our approach to target selection will be greatly
enhanced by our management team's and board of director's vast network of industry experts, venture capital investors, private
equity sponsors, credit investors, members of the lending community, and relationships with management teams of both public and private
companies. These relationships are expected to yield a diverse array of business combination opportunities.

 We are committed to adopting a proactive and thematic
sourcing strategy, concentrating our efforts on companies where we believe our leadership experience, relationships, capital, and expertise
in capital markets can serve as catalysts for transformation. Our aim is to accelerate the growth and performance of our target companies.

 Following the completion of our initial public
offering, our management team and board of directors has engaged with their extensive network of relationships to articulate our initial
business combination criteria. This has included defining the parameters of our search for a target business. We have initiated a disciplined
and thorough process of pursuing and evaluating promising leads.

 Investment Criteria

 Our investment strategy is guided by a set of high-level,
non-exclusive criteria designed to help us identify and evaluate target businesses. These criteria are indicative of our commitment to
seeking out opportunities that align with our strategic vision and provide compelling value for our investors. While these criteria provide
a foundational framework for our investment decisions, they are by no means exhaustive, and we remain flexible and adaptable in our approach.
Our overarching goal is to identify businesses that can thrive within the public markets and leverage our collective capabilities for
mutual success.

 Target Size: We intend to focus on businesses with an aggregate enterprise value ranging from
 $500 million to $3.0 billion. This deliberate size range allows us to identify opportunities that align with our
 investment strategy and provide attractive prospects for growth and value creation.

 Scalable Growth Platform: Our interest lies in businesses that possess the inherent potential
 for scalable growth. We are drawn to companies that can efficiently expand their operations, enabling them to capture new markets,
 respond effectively to increased demand, and sustain growth over time. We recognize that scalability is a key driver of long-term
 success and value creation.

 Strong Competitive Positioning: We seek businesses with a robust competitive edge,
 underpinned by factors such as defensible technologies, a strong intellectual property portfolio, and distinct advantages that
 protect their competitive position and foster a culture of innovation. We understand the importance of differentiation and
 innovation in maintaining a leading market presence.

 Committed and Capable Management Team: The management team of our target business is of
 paramount importance. We aim to acquire companies led by professional management teams whose interests are harmoniously aligned with
 those of our investors. We view the synergy between our management team and that of the target business as a vital component of our
 investment strategy. If necessary, we are open to enhancing and complementing the capabilities of the target's management team
 or board by leveraging our extensive network to recruit additional talent.

 Public Company Benefits: We intend to acquire businesses that can maximize the
 advantages of being publicly traded. This includes access to broader capital markets and increased visibility, both of which can
 contribute significantly to the company's growth and overall success. We recognize that the transition to a public company is
 a critical juncture, and we aim to support businesses in harnessing the potential that comes with this transformation.

 Sourced through Proprietary Channels: Our approach to sourcing opportunities is distinctive.
 We do not anticipate participating in broadly marketed processes. Instead, we rely on our proprietary network and extensive
 relationships to source potential business combinations. This approach allows us to access unique opportunities that may not be
 readily available through conventional channels.

 Leveraging Unique Capabilities: One of our core strengths lies in our collective
 capabilities, encompassing a wealth of experience, industry knowledge, and a diverse network of contacts. We are committed to
 identifying businesses where these collective capabilities can be leveraged to create tangible improvements in operations and market
 positioning. We believe that our ability to add substantial value is a cornerstone of our investment strategy.

 It is essential to note that while these criteria
provide a foundational framework, our evaluation process extends beyond these general guidelines. We remain open to considering other
factors, considerations, and criteria that our management deems relevant to the merits of a particular initial business combination. Our
flexibility and adaptability in evaluating opportunities are indicative of our commitment to securing investments that offer substantial
growth potential and value for our investors. As we embark on our journey, we are dedicated to upholding these principles and maintaining
the highest standards of diligence and strategic acumen.

 These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general
guidelines as well as on other considerations, factors and criteria that our management may deem relevant.

 We have reviewed, and continue to review, a number
of opportunities to enter into an initial business combination, but we are not able to determine at this time whether we will complete
an initial business combination with any of the target businesses that we have reviewed or with any other target business. We also have
neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a "shell company"
as defined under the Exchange Act of 1934 (the " Exchange Act ") because we have no operations and nominal assets consisting
almost entirely of cash.

 On March 19, 2024, our sponsor paid $25,000 for 8,625,000 founder shares,
for a purchase price of approximately $0.003 per share. The number of founder shares outstanding was determined based on the expected
total size of the initial public offering (the " IPO ") would be a maximum of 34,500,000 units if the underwriters'
over-allotment option was exercised in full, and therefore that such founder shares would represent approximately 20% of the outstanding
shares following our IPO. As a result of the underwriters' election to fully exercise their over-allotment option on September 4,
2024, no founder shares were forfeited resulting in the sponsor holding 8,625,000 founder shares.

 On August 2, 2024, we consummated our initial public offering of 30,000,000
units (the " Units ") at $10.00 per Unit, generating gross proceeds of $300,000,000. Additionally, on September 4, 2024,
the underwriters exercised their over-allotment option in the amount of 4,500,000 Units, generating additional gross proceeds of $45,000,000,
for a total of $345,000,000 (the " Base Offering "). Each Unit consists of one Class A ordinary share, par value $0.0001
per share (the " Class A ordinary shares " or " Public Shares ") and one half of one redeemable warrant
(the " Public Warrants ") of the Company, with each whole Public Warrant entitling the holder to purchase one Class A
ordinary share for $11.50 per share, subject to adjustment.

 Simultaneously with the closing of the Base Offering,
the Company consummated the sale of 759,000 private placement units (the " Private Placement Units " and, together with
the Public Units, the " Units ") to the sponsor, at a price of $10.00 per Private Placement Unit, or $7,590,000 in the
aggregate. Each Private Placement Unit is identical to the Public Units.

 Subsequently, on September 4, 2024, the underwriters fully exercised
the over-allotment option (the " Over-Allotment " and collectively with the Base Offering, the " IPO "))
and the closing of the issuance and sale of the additional Units occurred on September 5, 2024. The total aggregate issuance by the Company
of 4,500,000 Units at a price of $10.00 per Unit resulted in total gross proceeds of $45,000,000. Simultaneously with the closing of the
Over-Allotment, pursuant to the private placement unit purchase agreement, dated July 31, 2024, between the Company and AA Mission Acquisition
Sponsor Holdco LLC, the Company completed the private sale of 90,000 Private Placement Units to the Sponsor at a purchase price of $10.00
per Private Placement Unit generating gross proceeds to the Company of $900,000.

 A total of $346,725,000 of the proceeds from IPO
and Private Placement, was placed in the trust account (the " Trust Account "). The funds held in the Trust Account are
invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended
(the " Investment Company Act "), 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.

 Initial Business Combination

 Our initial business combination must occur with
one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account
at the time of execution of the definitive agreement for such business combination. Our board of directors will make the determination
as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the
fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another
independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely
that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination,
it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant
amount of uncertainty as to the value of the target's assets or prospects.

 We anticipate structuring our initial business combination
so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets
of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company
owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or
acquires 50% or more of the outstanding voting securities of the target or otherwise acquires 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, or the
Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our
shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on
valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which
we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of
a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial
number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding
shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses
are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will
be taken into account for purposes of the 80% fair market value test described above. If the business combination involves more than one
target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses.

 Pursuant to our second amended and restated memorandum
and articles of association, we will have until 18 months (or up to 24 months with both extensions) from the closing of our
IPO, or until such earlier liquidation date as our board of directors may approve, to complete an initial business combination. However,
we may hold a shareholder vote at any time to amend our second amended and restated memorandum and articles of association to modify the
amount of time we will have to consummate an initial business combination (as well as to modify the substance or timing of our obligation
to redeem 100% of our public shares if we have not consummated an initial business combination within the time periods described herein
or with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity).
As described herein, our initial shareholders, executive officers and directors have agreed that they will not propose any such amendment
unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a
per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the
funds held in the trust account (net of permitted withdrawals), divided by the number of then-outstanding public shares, subject to the
limitations described herein.

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

 Sourcing of Potential Initial Business Combination Targets

 We believe that our management team's deep-rooted
relationships and extensive network within the food and beverage industry positions us favorably to identify and pursue unique opportunities
in the private company landscape. Our approach to selecting target businesses is founded on leveraging these invaluable relationships,
which include connections with founders of private companies, executives from both private and public corporations, venture capitalists,
and private equity and growth equity funds. Through these relationships, we aim to access a diverse range of prospective target businesses
that align with our investment strategy.

 While we do not presently anticipate engaging the
services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these
firms or other individuals in the future, in which event we may pay a finder's fee, consulting fee or other compensation to be determined
in an arm's length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management
determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us
on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder's
fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.
Any such payments prior to our initial business combination will be made from funds held outside the trust account.

 We are not prohibited from paying any fees (such
as advisory fees), reimbursements or cash payments 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, including the following payments, all of which,
if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:

 Payment to an affiliate of our sponsor of $10,000 per month,
for office space, utilities and secretarial and administrative support; upon completion of our initial business combination or our liquidation,
we will cease paying these monthly fees;

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

 Payment of a finder's fee, advisory fee, consulting
fee or success fee for any services they render in order to effectuate the completion of our initial business combination; and

 Repayment of non-interest bearing 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. Up to $1,500,000 of such loans may be convertible into units of the post-business combination
entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. Except
for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

 We are not prohibited from pursuing an initial business
combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination
through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete
an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee
of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly
renders valuation opinions stating that such an initial business combination is fair to our company from a financial point of view and
a majority of our disinterested and independent directors approve such transaction.

 Certain members of our management team (including
our independent directors) directly or indirectly own founder shares and/or private placement units following the IPO 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. The low price that our sponsor and/or our executive officers and directors (directly or indirectly)
paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if
we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete
our initial business combination within the completion window, the founder shares and private placement units may expire worthless, except
to the extent the holders thereof receive liquidating distributions from assets outside the trust account, which could create an incentive
for our sponsor and our executive officers and directors to complete any transaction, regardless of its ultimate value. 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 officers and directors presently has, and any of them in
the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or
will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes
aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual
obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to
such other entity, subject to their fiduciary duties under Cayman Islands law. Our second amended and restated memorandum and articles
of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same
or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered
an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer,
on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers
or directors will materially affect our ability to complete our initial business combination.

 In addition, our sponsor and our officers and directors
may sponsor or form 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 pursuing an initial business combination. However, we do not believe that any such potential conflicts would
materially affect our ability to complete our initial business combination.

 Redemption Rights for Public Shareholders upon Completion of
Our Initial Business Combination

 We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares upon the completion 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 calculated as of two business
days prior to the consummation of an initial business combination, including interest earned on the funds held in the trust account (which
interest shall be net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations and
on the conditions described herein. The amount in the trust account is initially anticipated to be $10.05 per public share. The per share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we
will pay to the underwriters.

 Our initial shareholders, sponsor, officers and
directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect
to any founder shares and public shares they may hold in connection with the completion of our initial business combination.

 Limitations on Redemptions

 Our second amended and restated memorandum and
articles of association provide that we will only consummate an initial business combination if our net tangible assets will be at least
$5,000,001 either immediately prior to or upon consummation of our initial business combination. In addition, our proposed initial business
combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash
for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event
the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate
amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial
business combination, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however,
raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial
business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following our IPO,
in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

 Manner of Conducting Redemptions

 We will provide our public shareholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in
connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means
of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct
a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing
requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company
(other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our outstanding ordinary shares or seek
to amend our second amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain
and maintain a listing for our securities on the New York Stock Exchange (the " NYSE "), we will be required to comply
with the NYSE's shareholder approval rules.

 The requirement that we provide our public shareholders
with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our second
amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act
or our listing on the NYSE. Such provisions may be amended if approved by a special resolution of our shareholders, which is a resolution
passed by the affirmative vote of at least two-thirds of our ordinary shares, held by the shareholders as, being entitled to do so, vote
in person or by proxy at a general meeting of the company and includes a unanimous written resolution.

 If we provide our public shareholders with the opportunity
to redeem their public shares in connection with a general meeting, we will:

 conduct the redemptions in conjunction with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender
offer rules; and

 file proxy materials with the SEC.

 If we seek shareholder approval, we will complete
our initial business combination only if we receive the approval of an ordinary resolution under our second amended and restated memorandum
and articles of association and Cayman Islands law, which is a resolution passed by the affirmative vote of a simple majority of the shareholders
as, being entitled to do so, vote at a general meeting of the company and includes a unanimous written resolution. In accordance with
our second amended and restated memorandum and articles of association, a quorum for such meeting will be holders of one-third of the
shares in the capital of the company being individuals present in person or by proxy or if a corporation or other non-natural person by
its duly authorized representative or proxy at the general meeting. Our initial shareholders will count towards this quorum and, pursuant
to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares and any public shares purchased during
or after our IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes
of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once
a quorum is obtained. As a result, in addition to our initial shareholders' founder shares, we would need 12,937,500, or approximately
37.5% of the 34,500,000 public shares sold in our IPO to be voted in favor of an initial business combination in order to have our initial
business combination approved (assuming all outstanding shares are voted, the over-allotment option is not exercised and applicable law
does not require approval by a greater majority than an ordinary resolution under Cayman Islands law, which requires the affirmative vote
of a majority of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company, voting
together as a single class). Assuming that the holders of only one-third of our issued and outstanding ordinary shares are present in
person or by proxy, representing a quorum under our second amended and restated memorandum and articles of association, and all such shares
are voted, we would not need any of the 34,500,000 public shares sold in our IPO to be voted in favor of an initial business combination
in order to have our initial business combination approved (assuming the overallotment option is not exercised and applicable law does
not require approval by a higher threshold than an ordinary resolution under Cayman Islands law, this requires the affirmative vote of
a majority of ordinary shares, which are represented in person or by proxy and are voted at a general meeting of the company voting together
as a single class). These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely
that we will consummate our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of
whether they vote for, against or abstain from the proposed transaction or whether they were a shareholder on the record date for the
shareholder meeting held to approve the proposed transaction.

 If a shareholder vote is not required and we do
not decide to hold a shareholder vote for business or other legal reasons, we will:

 conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E
of the Exchange Act, which regulate issuer tender offers, and

 file tender offer documents with the SEC prior to completing
our initial business combination, which contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

 In the event we conduct redemptions pursuant to
the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under
the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public
shares, which number will be based on the requirement that we will only consummate an initial business combination if our net tangible
assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination. If public shareholders
tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

 Upon the public announcement of our initial business
combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established
in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5
under the Exchange Act.

 We intend to require our public shareholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder's
option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using
The Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials
or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote
on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote,
we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our
transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy
materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial
business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that
this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the
redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business
combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered
by public shareholders who elected to redeem their shares.

 Our second amended and restated memorandum and articles of association
provide that we will only consummate an initial business combination if our net tangible assets will be at least $5,000,001 either immediately
prior to or upon consummation of our initial business combination. In addition, our proposed initial business combination may impose a
minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or
other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration
we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to
satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available
to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination,
and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through
the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination,
including pursuant to forward purchase agreements or backstop arrangements we may enter into following our IPO, in order to, among other
reasons, satisfy such net tangible assets or minimum cash requirements.

 Redemption of Public Shares and Liquidation if No Initial Business
Combination

 Our second amended and restated memorandum and articles
of association provide that we will have only until the end of the completion window to complete our initial business combination. If
we are unable to complete our initial business combination within such completion window, we will: (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account (which interest shall be net of permitted withdrawals and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
shareholders' rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect
to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window. Our
initial shareholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived
their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our
initial business combination within the completion window or any extended period of time that we may have to consummate an initial business
combination as a result of an amendment to our second amended and restated memorandum and articles of association. However, if our initial
shareholders, sponsor or management team acquire public shares in or after our IPO, they will be entitled to liquidating distributions
from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted
completion window.

 Our initial shareholders, sponsor, officers and
directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our second amended and restated
memorandum and articles of association 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 completion window or with respect to any other material provisions relating to
shareholders' rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity
to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of
permitted withdrawals), divided by the number of then outstanding public shares. However, we will only redeem our public shares if our
net tangible assets will be at least $5,000,0001 either immediately prior to or upon consummation of our initial business combination.

 We expect that all costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded from the $417,897 held outside the trust
account, although there may not be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and
expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not
required to pay income taxes or make other permitted withdrawals, we may request the trustee to release to us an additional amount of
up to $100,000 of such accrued interest to pay those costs and expenses.

 If we were to expend all of the net proceeds of
our IPO and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into account
interest, if any, earned on the trust account and any permitted withdrawals or expenses for the dissolution of the trust, the per-share
redemption amount received by shareholders upon our dissolution would be approximately $10.05. 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.
We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.05.
While we intend to pay such amounts, if any, we may not have funds sufficient to pay or provide for all creditors' claims.

 Although we will seek to have all vendors, service
providers (other than our independent registered public accounting firm), prospective target businesses and 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 such 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. The underwriters of our IPO and
our independent registered public accounting firm will not execute agreements with us waiving such claims to the monies held in the trust
account. 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, our sponsor has agreed that it will be liable to us if and to the extent
any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered
into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds
in the trust account to below the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in
the trust account as of the date of the liquidation of the trust account, if less than $10.05 per public share due to reductions in the
value of the trust assets, less permitted withdrawals, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable)
nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities
under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently
verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor's only assets
are securities of our company. Our sponsor may not be able to satisfy those obligations. As a result, if any such claims were successfully
made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than
$10.05 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser
amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims
by third parties including, without limitation, claims by vendors and prospective target businesses.

 In the event that the proceeds in the trust account are reduced below
the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date
of the liquidation of the trust account if less than $10.05 per share due to reductions in the value of the trust assets, in each case
less permitted withdrawals, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor
to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf
against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their
business judgment may choose not to do so in any particular instance. Accordingly, due to claims of creditors, the actual value of the
per-share redemption price will not be less than $10.05 per share.

 We will seek to reduce the possibility that our
sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (except
our independent registered public accounting firm), 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 monies held in the trust account. Our sponsor will
also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities
under the Securities Act. As of December 31, 2024, we have access to $417,897 held outside the trust account. In the event that we liquidate
and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our
trust account could be liable for claims made by creditors.

 If we file a bankruptcy or winding up petition or
an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, the proceeds held in the trust account could
be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third
parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we may not be
able to return $10.05 per share to our public shareholders. Additionally, if we file a bankruptcy or winding up petition or an involuntary
bankruptcy or winding up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed
under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent
preference, conveyance or disposition". As a result, a bankruptcy or other court could seek to recover some or all amounts received
by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may
have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from
the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these
reasons.

 Our public shareholders will be entitled to receive
funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business
combination within the completion window, (ii) in connection with a shareholder vote to amend our second amended and restated memorandum
and articles of association 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 completion window or with respect to any other material provisions relating to shareholders'
rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion
of our initial business combination. In no other circumstances will 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. These provisions
of our second amended and restated memorandum and articles of association, like all provisions of our second amended and restated memorandum
and articles of association, may be amended with a shareholder vote.

 Competition

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

 Employees

 We currently have two executive officers, Qing Sun and Shibin Fang.
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 deem 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 completion of our initial business
combination.

 Periodic Reporting and Financial Information

 We will register our units, Class A ordinary
shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly
and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial
statements audited and reported on by our independent registered public accountants.

 We will provide shareholders with audited financial statements of the
prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them
in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled
to, Generally Accepted Accounting Principles (GAAP), or International Financial Reporting Standards (IFRS), depending on the circumstances,
and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial
statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some
targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and
complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified
by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined
above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined
above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may
limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

 We are required to evaluate our internal control
procedures for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to
be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have
our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley
Act may increase the time and costs necessary to complete any such business combination.

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

 We are a Cayman Islands exempted company. Exempted
companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying
with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from
the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for
a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied
on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,
gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares,
debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.

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

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

 We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our 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 Class A ordinary shares that are held by non-affiliates exceeds $700 million as of
the prior June 30 th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt
securities during the prior three-year period.

 Item 1A. Risk Factors.

 As a smaller reporting company, we are not required
to include risk factors in this Annual Report.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 As a blank check company, we have no operations and therefore do not
have any operations of our own that face cybersecurity threats. However, we do depend on the digital technologies of third parties. 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. Our board of directors oversees
risk for our Company, and prior to filings with the SEC, our board of directors reviews our risk factors, including the descriptions of
the risks we face from cybersecurity threats.

 Item 2. Properties.

 We maintain executive offices at 21 Waterway Avenue,
STE 300 #9732, The Woodlands, TX 77380, which are provided by our sponsor, for which we pay $10,000 per month. We consider our current
office space, combined with the office space otherwise available to our executive officers, adequate for our current operations.

 Item 3. Legal Proceedings.

 As of December 31, 2024, to the knowledge of our management, there
was no material litigation, arbitration or governmental proceeding pending against us or any members of our management team in their capacity
as such, and we and the members of our management team have not been subject to any such proceeding.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.

 Market Information

 Our Units, Class A ordinary shares and warrants are listed on NYSE
under the symbols "AAM.U", "AAM" and "AAM.W", respectively.

 Holders

 As of December 31, 2024, there were two holders of record of our Units,
one holder of record of our Private Units, one holder of record of our Class A ordinary shares, one holder of record of our Class B ordinary
shares, one holder of record of our Public Warrant and zero holders of record of our Private Warrant. The number of holders of record
does not include a substantially greater number of "street name" holders or beneficial holders whose Units, Class A ordinary
shares and Public Warrants are held of record by banks, brokers and other financial institutions.

 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 an 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 conditions subsequent to completion
of an initial business combination. The payment of any cash dividends subsequent to an initial business combination will be within the
discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.

 Securities Authorized for Issuance under Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities; Use of Proceeds from Registered
Offerings

 On March 19, 2024, sponsor,
paid $25,000, or approximately $0.003 per share, in consideration of 8,625,000 founder shares. Such securities were issued in connection
with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The number
of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 34,500,000 units
if the underwriters' over-allotment option is exercised in full and therefore that such founder shares would represent approximately
20% of the outstanding shares after this offering. Up to 1,125,000 of these shares were subject to forfeit depending on the extent to
which the underwriters' over-allotment is exercised.

 Our sponsor, is the record holder of the shares
reported herein. Qing Sun, our Chief Executive Officer, is the sole manager of our sponsor and has voting and investment discretion with
respect to the securities held of record by our sponsor and may be deemed to have beneficial ownership of the securities held directly
by our sponsor. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders
in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as
the Company's sponsor in connection with this offering. The limited liability company agreement of our sponsor provides that its
membership interests may only be transferred to our officers or directors or other persons affiliated with our sponsor, or in connection
with estate planning transfers.

 Simultaneously with the closing
of our IPO, the placement unit purchaser purchased an aggregate of 849,000 private placement units, at a price of $10.00 per unit, for
an aggregate purchase price of $8,490,000. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act.

 Item 6. [Reserved]

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

 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 thereto
which are included in Item 8. – Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Certain information
contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially
from those anticipated in these forward-looking statements as a result of many factors, including those set forth under Cautionary Note
Regarding Forward-Looking Statements.

 Overview

 We are a blank check company incorporated as a Cayman Islands exempted
company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. While we intend to focus our search on businesses in Asia, we are not limited to a particular
industry or geographic region for purposes of consummating an initial business combination. We have not selected any specific business
combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with
any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering
and the private placement of the private units, the proceeds of the sale of our securities in connection with our initial business combination,
our shares, debt or a combination of cash, stock and debt.

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

 Results of Operations

 We have neither engaged in any operations nor generated any revenues
to date. Our only activities since inception have been organizational activities and those necessary to prepare for the Initial Public
Offering ("IPO"). Following the IPO, we have not generated any operating revenues until after completion of our initial business
combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after the IPO. There has
been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited
financial statements. After the IPO, we incur increased expenses as a result of being a public company (for legal, financial reporting,
accounting and auditing compliance), as well as for expenses associated with the search for target opportunities.

 For the period from February 9, 2024 (inception) through December 31,
2024, we had a net income of $5,855,202 which consists of loss of $769,833 derived from operating costs offset by income earned on Trust
and Bank Account of $6,625,035.

 Going Concern Consideration

 As of December 31, 2024, we had cash of $417,897 and a working capital
of $21,271. We have incurred and expect to continue to incur significant professional costs to remain as a public traded company and to
incur transaction costs in pursuit of a Business Combination. In connection with our assessment of going concern considerations in accordance
with Accounting Standards Update (" ASU ") 2014-15, "Disclosures of Uncertainties about an Entity's Ability
to Continue as a Going Concern," we believe that these conditions raise substantial doubt about our ability to continue as a going
concern. In addition, if we are unable to complete a Business Combination within the Combination Period and such period is not extended,
there will be a liquidation and subsequent dissolution. As a result, we have determined that such additional condition also raises substantial
doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from
the outcome of the uncertainty.

 Liquidity and Capital Resources

 On August 2, 2024, we consummated our IPO
of Units, at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of our IPO, we consummated the
sale of 759,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsors, generating
total gross proceeds of $7,590,000.

 On September 4, 2024, the underwriters exercised
the over-allotment option in full to purchase 4,500,000 Units. As a result, we sold an additional 4,500,000 Units at $10.00 per Unit,
generating gross proceeds of $45,000,000. Simultaneously with the closing of the full exercise of the over-allotment option, we completed
the private sale of an aggregate of 90,000 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, generating
gross proceeds of $900,000.

 Transaction costs amounted to $14,634,758,
consisting of $5,175,000 of cash underwriting fee, $8,625,000 of deferred underwriting fee and $834,758 of other offering costs.

 Following the closing of the IPO and over-allotment option, an amount
of $346,725,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement was placed in a
trust account. The funds held in the Trust Account may be invested in U.S. government securities with a maturity of 185 days or less.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust
account, to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration
to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance
the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 As of December 31, 2024, we had cash of $417,897. We will use these
funds 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, and to pay
taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.

 We expect our primary liquidity requirements during that period to
include approximately $300,000 for legal, accounting, due diligence, travel and other expenses in connection with any business combinations;
$150,000 for legal and accounting fees related to regulatory reporting requirements; $50,000 for New York Stock Exchange (NYSE) continued
listing fees; $100,000 of fees pursuant to the Administrative Services Agreement for office space, administrative, financial and support
services; $200,000 for directors' and officers' insurance and $10,000 for general working capital that will be used for miscellaneous
expenses and reserves, net of estimated interest income.

 These amounts are estimates and may differ materially from our actual
expenses. If our available funds are not sufficient, we may be unable to continue searching for, or conducting due diligence with respect
to, prospective target businesses.

 We do not believe we will need to raise additional funds following
the offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying
a target business, undertaking in-depth due diligence and negotiating an initial 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 initial business combination or because we become obligated to redeem
a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities
or incur debt in connection with such business combination.

 Related Party Transactions

 Founder Shares

 On March 19, 2024, the Sponsors received 8,625,000 of the Company's
Class B ordinary shares (" founder shares ") in exchange for $25,000 paid for deferred offering costs borne by the Sponsors.
Up to 1,125,000 of such founder shares were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised
in full. On September 4, 2024, the underwriters exercised the over-allotment option in full.

 The Sponsors have agreed, subject to limited exceptions, not to transfer,
assign or sell any of the founder shares until the earlier to occur of: (i) one year following the consummation of our initial Business
Combination and (ii) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction
after an initial Business Combination that results in all of our shareholders having the right to exchange their ordinary shares for cash,
securities or other property.

 Private Placement

 The Company consummated the sale of 759,000 Private Placement
Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $7,590,000 to
the Company. On September 4, 2024, with the closing of the full exercise of the over-allotment option, we completed the private sale of
an aggregate of additional 90,000 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, generating gross
proceeds of $900,000.

 Promissory Note — Related
Party

 The Sponsor issued an unsecured promissory note to the Company (the
" Promissory Note "), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory
Note is non-interest bearing and payable on the earlier of (i) December 31, 2024, or (ii) the consummation of the IPO. As of December
31, 2024, there were no amounts outstanding under the Promissory Note.

 Due to Related Party

 The Sponsor paid certain formation, operating or deferred offering
costs on behalf of the Company. These amounts are due on demand and non-interest bearing. During the period from February 9, 2024 (inception)
to December 31, 2024, the Sponsor paid $539,874 on behalf of the Company, of which $25,000 was paid in exchange for the issuance of founder
shares. As of December 31, 2024, the amount due to the related party was $514,874.

 Administrative Services Agreement

 The Company entered into an agreement, commencing on the effective
date of the IPO through the earlier of the Company's consummation of a Business Combination and its liquidation, to pay an affiliate
of the Sponsor a total of up to $10,000 per month for office space and administrative and support services. An administration fee of $50,000
was recorded and paid for the period from February 9, 2024 (inception) through December 31, 2024.

 Working Capital Loans

 In addition, 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 directors and officers 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 will 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. Up to $1,500,000 of such Working Capital
Loans may be convertible into private placement-equivalent 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. The terms of such Working Capital Loans by our Sponsor or its affiliates,
or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of December
31, 2024, no Working Capital Loans were outstanding.

 Other Contractual Obligations

 Registration Rights

 Pursuant to a registration rights agreement dated on the effectiveness
of the Registration Statement on July 31, 2024, the holders of the founder shares, Private Placement Units (including securities contained
therein), and units (including securities contained therein) that may be issued on conversion of working capital loans or extension loans
(and) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of this offering requiring
the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding
short form demands, that the Company's register such securities. In addition, the holders have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to the Company completion of initial business combination
and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will
bear the expenses incurred in connection with the filing of any such registration statements.

 Underwriting Agreement

 The Company granted the underwriters a 45-day option to purchase up
to 4,500,000 additional Units to cover over-allotments at the IPO price, less the underwriting discounts and commissions.

 The underwriters were entitled to a cash underwriting discount of $0.15
per Unit, or $4,500,000 in the aggregate (or $5,175,000 if the underwriters' over-allotment option is exercised in full), payable
upon the closing of the IPO In addition, the underwriters are entitled to a deferred fee of $0.25 per Unit, or $7,500,000 in the aggregate
(or $8,625,000 in the aggregate if the underwriters' over-allotment option is exercised in full).

 On September 4, 2024, the underwriters exercised the over-allotment
option in full to purchase 4,500,000 Units. As a result, the Company sold an additional 4,500,000 Units at $10.00 per Unit, generating
gross proceeds to the Company of $45,000,000.

 Critical Accounting Estimates

 The preparation of financial statements and
related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from
those estimates. We have not identified any critical accounting policies or estimates.

 Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

 As of December 31, 2024, we did not have any off-balance sheet arrangements
as defined in Item 303(a)(4)(ii) of Regulation S-K.

 JOBS Act

 On April 5, 2012, the Jumpstart Our Business Startups Act of 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: (1) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant
to Section 404 of the Sarbanes-Oxley Act; (2) 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; (3) 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 (4) 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 this offering or until
we are no longer an "emerging growth company," whichever is earlier.

 Recent Accounting Standards

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

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.

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

 Item 8. Financial Statements and Supplementary Data.

 Attached.

 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 and procedures are controls
and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, 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 our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under
the Exchange Act) were effective.

 Management's Report on Internal Controls
Over Financial Reporting

 This annual report does not include a report
of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered
public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

 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.

 Item 10. Directors, Executive Officers and Corporate Governance.

 Directors and Executive Officers

 Our directors and executive officers are as follows:

 Name

 Age

 Position

 Qing Sun

 Chairman of the Board of Directors, Chief Executive Officer and Director

 Shibin Fang

 Chief Financial Officer and Executive Director

 Zhongxuan Li

 Daoyong Xing

 Zhenxing Wang

 Wenzhong Zhao

 Qing Sun has been our Chief Executive Officer
and Chairman of the Board of Directors since February 2024. Since 2023, he has served as the Chairman of Guizhou JS Investment Co. Ltd.
Mr. Sun is the President of the Hainan Economic Research institute, where he assumed the role in 2020. Since 2017, Mr. Sun has
served as the Deputy Director of the Securities Investor Education Department of Fudan University in Shanghai, where he is also a Senior
researcher. Mr. Sun has been the Lead Securities Trader at Dianniu Priority Securities Investment since 1998. Mr. Sun has rich
practical experience in capital investment and has led teams in investing in Shanying Paper, Yituo Co., Ltd., Da'an Gene, Wanma
Cable Co., Ltd., Shanghai Phoenix Bicycle, Yantang Dairy, ZTE Corporation (" ZTE "), Luxi Chemical Co., Ltd. and many
other Chinese companies. Mr. Sun is a well-known domestic investment academic theorist and the author of several investment and securities
trading guides, the most acclaimed of which is "Stock Market", which is considered to be one of the top books on how to navigate
China's stock market. Mr. Sun earned his Master's degree in business administration from the University of Liege in Belgium
in 2022. He earned a Bachelor's degree in finance from Hunan Xiangtan University in 2020. In 1992, Mr. Sun earned a Bachelor's
in Traditional Chinese Medicine from Hebei University of traditional Chinese medicine in China. Mr. Sun was selected to serve as
a director due to his experience in the financial services industry.

 Shibin Fang has been
our Chief Financial Officer and executive director since February 2024. He has served as a CPA and Auditor for Shenzhen Zhongxiang Accounting
Firm since 2022. He has also served as a CPA and Auditor for Guangdong Zhongchen since 2019. From 2017-2019, Mr. Fang was a
CPA and accountant at the Shenzhen Renault Accounting Firm. Mr. Fang has more than 10 years of tax work experience and more
than 15 years of audit experience. He is experienced in financial auditing and tax assurance work. Mr. Fang earned his CPA license
in January 2009 and has been practicing auditing and accounting work since. As a financial auditor and CPA, he has been involved
in projects for Wuhan Jiahai Agricultural Development Co., Ltd., Rongzhong International Financial Leasing Co., Ltd., Hubei New Yangtze
Real Estate Co., Ltd., Wuhan Science and Technology Guarantee Co., Ltd., Suizhou City Investment Group Co., Ltd., Suizhou CITIC Investment
Guarantee Co., Ltd., Wuhan Power Generation Equipment Manufacturing Co., Ltd., and Wuhan Xinglin Environmental Protection Equipment Manufacturing
Co., Ltd. Mr. Fang graduated from Huazhong University of Science and Technology with a Bachelor's degree in manufacturing processes
in 1989. Mr. Fang was selected to serve as a director due to his experience in the public accounting industry.

 Zhongxuan Li has served as a director since
February 2024. He is currently a senior partner and attorney at Beijing Deheng (Shenzhen) Law Firm where he has been employed since 2008
and primarily practices in the area of capital markets and corporate law. Mr. Li is also licensed to practice in the United States
(New York State). Mr. Li has served as an independent director of the China Securities Regulatory Commission since 2011. In
2014, he became an arbitrator for the China International Economic and Trade Arbitration Commission. He has served as an arbitrator for
the Cross-Straight Arbitration Center since 2016. In 2020, he became an arbitrator for the Hainan International Economic and Trade Arbitration
Commission. In his practice of more than 20 years, Mr. Li has served as legal counsel for many private and public companies.
His experience includes IPO counsel for the likes of DDC Enterprises Ltd. (NYSE: DDC), Lobo EV (Nasdaq: Lobo), Shenzhen Everwin Precision
Technology Co., Ltd. (300115.SZ), and Shenzhen Leo-King Environmental Group Company Limited (301305.SZ); he has advised a number of companies
in M&A work, to include; Shenzhen Mindray Biomedical (300760.SZ) acquiring Shanghai Medical Optical Instruments; Yinke Holdings (Nasdaq:
Yin) acquiring Guangdong Bozhong Securities; Daren Asset Management acquires controlling stake in Hong Kong-listed company Lingbao
Gold (03330.HK). He also has experience in private equity investment (PE), foreign direct investment (FDI) and commercial arbitration
of both domestic and foreign companies. Mr. Li earned his Master of Law from Washington & Lee University in the United States.
In 2004, Mr. Li earned a Master's of Law from Northwest University of Political Science and Law. Mr. Li earned a Bachelor's
degree of law from Lanzhou University in 1994. Mr. Li was selected to serve as a director due to his experience in the legal services
industry.

 Daoyong Xing has served
as a director since February 2024. Mr. Xing is currently the chief partner, independent CPA and auditor of Hubei Zhongchengdao Accounting
Firm where he has worked since 2021. Mr. Xing has been an independent director of Hubei Hangte Equipment Manufacturing Co., Ltd.
Since 2018. He is a Chinese certified public accountant, a Chinese certified tax accountant with securities and insurance professional
qualifications. Formerly, he was the senior partner of Wuhan Lidetai Tax Accountants Firm, and worked as the financial director for Wuhan
Skylan Environmental Protection Technology Co., Ltd., China University of Geosciences Jiangcheng College, Hong Kong Baixin Group
and Shanghai Baoyi Group. Mr. Xing has a Ph. D. in Management from the School of Management of Huazhong University of Science and
Technology in Wuhan, China in 2012 and in 2000 earned a Masters in auditing and accounting from the School of Economics and Management
of Wuhan University. In 1993, Mr. Xing earned a Bachelor's in business administration from Wuhan University of Science and
Technology. Mr. Xing was selected to serve as a director due to his experience in the public accounting industry.

 Zhenxing Wang has served
as a director since February 2024. Mr. Wang has been the President of Hong Kong Zhongzhi Capital Corp. since 2020 and President
of Shenzhen Zhongzhi Capital Management Co., Ltd. Since 2013. He has 33 years of experience working in finance, with a focus on management
and investment banking businesses. He has served as a supervisor in the Hong Kong capital market working with Donghai International
Financial Holdings Co., Ltd., Chuangqiao Securities Co., Ltd. He served as vice president and executive director of large domestic industrial
enterprise groups such as Henan Huicheng Investment Co., Ltd. Mr. Wang has more than 25 years of experience in financial management
and capital operations, including the formulation of financial plans, controlling financial risks, and in investment. He has comprehensive
management experience and investment and financing experience in mergers and acquisitions, restructuring, stock issuance, and capital
operation decisions. Mr. Wang has invested in multiple public companies in numerous, different industries, including the high-end
manufacturing space and financial services. Mr. Wang graduated from Henan University in 1996, with a Bachelor's degree in financial
management. Mr. Wang was selected as a director due to his experience in the finance industry.

 Wenzhong Zhao has served as a director
since February 2024. Mr. Zhao is currently an Advisor of China Guizhou Moutai Co., Ltd. (referred to as " Moutai Group ").
He has served Moutai Group in various roles since 2009 and has been following Chairman Ji Keliang. Mr. Zhao has helped lead the transformation
of Moutai Group from a small Chinese liquor company into the largest liquor company in China through strategic mergers and acquisitions
and industrial competitiveness investments. Moutai Group has grown into the second largest alcohol company in the world, with a market
value of US$343.3 billion. Mr. Zhao has been working in the group for 14 consecutive years and has participated in the
industrial investment, management and innovation process with Moutai Group's top decision-makers. Mr. Zhao earned his Bachelor's
degree in economics and administration from Nanjing Political College in 2008. Mr. Zhao was selected as a director due to his experience
in the food and beverage industry.

 Number and Terms of Office of Officers and
Directors

 Our board of directors consists
of six members and is divided into three classes with only one class of directors being elected in each year, and with each class (except
for those directors appointed prior to our first annual meeting) serving a three-year term. In accordance with NYSE corporate governance
requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on NYSE.

 The term of office of the first
class of directors, consisting of Zhongxuan Li and Wenzhong Zhao, will expire at our first annual meeting of shareholders. The term of
office of the second class of directors, consisting of Zhenxing Wang and Shibin Fang, will expire at the second annual meeting of
shareholders. The term of office of the third class of directors, consisting of Daoyong Xing and Qing Sun, will expire at the third annual
meeting of shareholders.

 Only holders of Class B ordinary
shares will have the right to vote on the election of directors prior to or in connection with the completion of our initial business
combination. Holders of our public shares will not be entitled to vote on the election of directors during such time. These provisions
of our second amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares
to elect directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general
meeting.

 Our officers are appointed
by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of
directors is authorized to appoint officers as it deems appropriate pursuant to our second amended and restated memorandum and articles
of association.

 Director Independence

 The rules of the NYSE require
that a majority of our board of directors be independent within one year of our IPO. Our board of directors has determined that each of
Wenzhong Zhao, Zhongxuan Li, Daoyong Xing and Zhenxing Wang are "independent directors" as defined in the NYSE listing standards
and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

 Committees of the Board of Directors

 Our board of directors has three standing committees:
an audit committee, nominating and corporate governance committee and a compensation committee. Subject to phase-in rules, the rules of
Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.
Each committee operates under a charter that was approved by our board and has the composition and responsibilities described below.

 Audit Committee

 Our board of directors has
established an audit committee of the board of directors. Mr. Zhongxuan Li, Mr. Daoyong Xing and Mr. Zhenxing Wang serve
as members of our audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have three members of
the audit committee, all of whom must be independent, subject to the exception described below. Each of Mr. Zhongxuan Li, Mr. Daoyong
Xing and Mr. Zhenxing Wang are independent.

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

 The audit committee is responsible
for:

 assisting board oversight of (1) the integrity of our
financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor's qualifications
and independence, and (4) the performance of our internal audit function and independent auditors; 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; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their
continued independence;

 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 (1) the
independent auditor's internal quality-control procedures and (2) 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;

 meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under Item 7. – Management's Discussion and Analysis of Financial Condition and Results of Operations;

 reviewing 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

 reviewing 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

 Our board of directors has
established a compensation committee of the board of directors. The members of our compensation committee will be Mr. Zhongxuan Li,
Mr. Daoyong Xing and Mr. Zhenxing Wang and Mr. Daoyong Xing serves as chair of the compensation committee.

 The compensation committee
is responsible for:

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

 reviewing and making recommendations to our board of directors
with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of
our other officers;

 reviewing 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 executive 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 also provides that
the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other
adviser and is 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 NYSE and the SEC.

 Nominating and Corporate Governance Committee

 Our board of directors has
established a nominating and corporate governance committee of our board of directors. The members of our nominating and corporate governance
are Mr. Zhongxuan Li, Mr. Daoyong Xing and Mr. Zhenxing Wang and Mr. Zhongxuan Li serves as chair of the nominating
and corporate governance committee.

 The nominating and corporate governance committee
is responsible for:

 identifying, screening and reviewing individuals qualified
to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination
for election at the annual meeting of shareholders or to fill vacancies on the board of directors;

 developing and recommending to the board of directors and
overseeing implementation of our corporate governance guidelines;

 coordinating and overseeing the annual self-evaluation of
the board of directors, its committees, individual directors and management in the governance of the company; and

 reviewing on a regular basis our overall corporate governance
and recommending improvements as and when necessary.

 The charter provides that the
nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm
to be used to identify director candidates, and is directly responsible for approving the search firm's fees and other retention
terms.

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

 Compensation Committee Interlocks and Insider
Participation

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

 Code of Business Conduct and Ethics

 We have adopted a code of ethics applicable to
our directors, officers and employees (" Code of Ethics "). We have filed a copy of our Code of Ethics as exhibits to
this Annual Report. Our Code of Ethics contains our insider trading policy. You will be able to review these documents by accessing our
public filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge
upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report
on Form 8-K.

 Conflicts of Interest

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

 (i)
 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;

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

 (iii)
 directors should not improperly fetter the exercise of future
discretion;

 (iv)
 duty to exercise powers fairly as between different sections
of shareholders;

 (v)
 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

 (vi)
 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 of that director.

 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, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized
in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted
in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

 Each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our
officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current
fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our second amended and restated memorandum and
articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director
or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly
in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in
being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director
or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of
our officers or directors will materially affect our ability to complete our initial business combination.

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

 Individual (1)

 Entity

 Entity's Business

 Affiliation

 Qing Sun

 Guizhou JS Industrial Investment Co., Ltd.

 Investment Company

 Chairman

 Hainan University Economic Research Institute

 Dean

 Fudan University

 Deputy Director

 Yingtai Investment Education Center

 Chief training instructor

 China Academy of Management Science

 Financial think tank expert

 China Stock Market Professional Trader Investor Education Alliance

 Training Instructor

 Shibin Fang

 Shenzhen Zhongxiang Accounting Firm (General Partnership) of China

 Accounting Firm

 Certified Professional Accountant

 Guangdong Zhongchen Accounting Firm (General Partnership) of China

 Accounting Firm

 Certified Professional Accountant

 Zhongxuan Li

 Hainan International Economic and Trade Arbitration Commission

 Trade

 Cross-Strait Arbitration Center

 Trade

 China International Economic and Trade Arbitration Commission

 Trade

 China Securities Regulatory Commission

 Regulation

 Beijing Deheng (Shenzhen) Law Firm

 Law Firm

 Daoyong Xing

 Zhongchengdao Accounting Firm

 Accounting Firm

 Certified Professional Accountant

 Hubei Hangte Equipment Manufacturing Co., Ltd.

 Manufacturing Company

 Independent Director

 Zhenxing Wang

 Hong Kong Zhongzhi Capital Co., Ltd.

 Financial Management

 President

 Shenzhen Zhongzhi Capital Co., Ltd.

 Financial Management

 President

 Wenzhong Zhao

 China Guizhou Moutai Co., Ltd.

 Food and Beverage

 Advisor

 (1)
 Each of the entities listed in this table may have competitive
interests with our company with respect to the performance by each individual listed in this table of his or her obligations. Each individual
listed has a fiduciary duty with respect to each of the listed entities.

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

 Our executive officers and directors are not required to,
and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior
to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors
for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number
of hours per week to our affairs.

 Our initial shareholders purchased founder shares prior to
the closing of our IPO and purchased private placement units in a transaction that closed simultaneously with the closing of our IPO.
Our initial shareholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with
respect to their founder shares and any public shares they hold in connection with the completion of our initial business combination.
The other members of our management team have entered into agreements similar to the one entered into by our initial shareholders with
respect to any public shares acquired by them in or after our IPO. Additionally, our initial shareholders have agreed to waive their
rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business
combination within the prescribed time frame or any extended period of time that we may have to consummate an initial business combination
as a result of an amendment to our second amended and restated memorandum and articles of association. If we do not complete our initial
business combination within the prescribed time frame, the private placement units will expire worthless. Furthermore, subject to certain
limited exceptions, our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier
of: (i) one year following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination,
when the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial
Business Combination; or (iii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction
after the initial Business Combination, that results in all of the Company's stockholders having the right to exchange their Ordinary
Shares for cash, securities or other property. Subject to certain limited exceptions, the private placement units and the Class A
ordinary shares underlying such warrants, will not be transferable until 30 days following the completion of our initial business
combination. Because each of our executive officers and director own ordinary shares or warrants directly or indirectly, they 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.

 Our officers, directors, shareholders or affiliates may be
paid fees upon the successful completion of our initial business combination as described above.

 We are not prohibited from
pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors
or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors.
In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor,
executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking
firm or another independent entity that commonly renders valuation opinions, that such 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. Furthermore, there may be payment
by the company to our sponsor, officers or directors, or our or their affiliates, of a finder's fee, advisory fee, consulting fee
or success fee for any services they render in order to effectuate the completion of our initial business combination.

 Further, following our IPO, we have paid our sponsor
$10,000 per month for office space, secretarial and administrative services provided to members of our management team; upon completion
of our initial business combination or our liquidation, we will cease paying these monthly fees.

 These payments, if made prior
to the completion of our initial business combination, will be made from funds held outside the trust account.

 We cannot assure you that any
of the above-mentioned conflicts will be resolved in our favor.

 In the event that we submit
our initial business combination to our public shareholders for a vote, our initial shareholders have agreed to vote their founder shares,
and they and the other members of our management team have agreed to vote any founder shares they hold and any shares purchased during
our IPO in favor of our initial business combination.

 Limitation on Liability and Indemnification
of Officers and Directors

 Cayman Islands law does not
limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors,
except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against willful default, fraud or the consequences of committing a crime. Our second amended and restated memorandum and articles of association
will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred
in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of
directors' and officers' liability insurance that insures our officers and directors against the cost of defense, settlement
or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

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

 Our indemnification obligations
may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action,
if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder's investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

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

 Item 11. Executive Compensation.

 None of our executive officers
or directors have received any cash compensation for services rendered to us as of the date of this Annual Report. Our audit committee
will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates.
Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly
audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement or
payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf
in connection with identifying and consummating an initial business combination.

 We are not prohibited from
paying any fees (including advisory fees), reimbursements or cash payments 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, including the following
payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the
trust account:

 Repayment of up to an aggregate of $300,000 in loans made
to us by our sponsor to cover offering-related and organizational expenses;

 Payment to our sponsor of $10,000 per month, for office space,
utilities and secretarial and administrative support; upon completion of our initial business combination or our liquidation, we will
cease paying these monthly fees;

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

 Payment of a finder's fee, advisory fee, consulting
fee or success fee for any services they render in order to effectuate the completion of our initial business combination;

 Repayment of non-interest bearing 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. Up to $1,500,000 of such loans may be convertible into units of the post-business combination
entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. Except
for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

 After the completion of our
initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees
from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation
materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.

 We have not established any
limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the
amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination
business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive
officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted
solely by independent directors or by a majority of the independent directors on our board of directors.

 We do not intend to take any
action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,
although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to
remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain
their positions with us may influence our management's motivation in identifying or selecting a target business but we do not believe
that the ability of our management to remain with us after the consummation of our initial business combination will be a determining
factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers
and directors that provide for benefits upon termination of employment.

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

 Name and Address of Beneficial Owner (1)

 Number of
 Ordinary
 Beneficially
 Owned

 Approximate
 Percentage
 of
 Outstanding
 Ordinary

 AA Mission Acquisition Sponsor Holdco LLC (our
 sponsor) (3)

 9,474,000
 (2)

 26.80
 %

 Qing Sun (3)

 9,474,000
 (2)

 26.80
 %

 Shibin Fang

 —

 —

 Zhongxuan Li

 —

 —

 Daoyong Xing

 —

 —

 Zhenxing Wang

 —

 —

 Wenzhong Zhao

 —

 —

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

 9,474,000
 (2)

 26.80
 %

 Walleye Capital LLC (4)

 2,425,000

 6.86
 %

 First Trust Merger Arbitrage Fund (5)

 2,666,926

 7.54
 %

 Karpus Investment Management (6)

 5,656,858

 16.00
 %

 (1)
 Unless otherwise noted, the business address of each of the
following is 21 Waterway Avenue, STE 300 #9732, The Woodlands, TX 77380.

 (2)
 Interests shown consist of 849,000 Class A ordinary shares and of 8,625,000
founder shares classified as Class B ordinary shares. Class B ordinary shares will (unless otherwise provided in our initial business
combination agreement) automatically convert into Class A ordinary shares concurrently with or immediately following the consummation
of our initial business combination, and may be converted at any time prior to our initial business combination, at the option of the
holder, on a one-for-one basis, subject to adjustment.

 (3)

 AA Mission Acquisition Sponsor Holdco LLC, our sponsor, is the record holder of the shares reported herein. Qing Sun, our Chief Executive Officer and Chairman, is the managing member of the sponsor and has voting and investment discretion with respect to the securities held of record by our Sponsor and may be deemed to have or beneficial ownership of the securities held directly by our sponsor. All of our officers and directors are members of our sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

 (4)
 According to a Schedule 13G filed on November 13, 2024, interests
shown are held by Walleye Capital LLC. The principal business address of such person is 315 Park Ave. South, New York, NY 10010.

 (5)

 According to a Schedule 13G filed on November 14, 2024, interests shown are held by First Trust Merger Arbitrage Fund (" VARBX "), First Trust Capital Management L.P. (" FTCM "), First Trust Capital Solutions L.P. (" FTCS ") and FTCS Sub GP LLC (" Sub GP "). The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21 st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

 (6)
 According to a Schedule 13G filed on December 6, 2024, interests shown are held by Karpus Management,
Inc., d/b/a Karpus Investment Management. The principal business address of such person is 183 Sully's Trail, Pittsford, New York 14534.

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

 On
March 19, 2024, our sponsor paid $25,000 for 8,625,000 founder shares, for a purchase price of approximately $0.003 per share. The number
of founder shares outstanding was determined based on the expected total size of our IPO would be a maximum of 34,500,000 units
if the underwriters' over-allotment option is exercised in full, and therefore that such founder shares would represent approximately
20% of the outstanding shares after our IPO. None of the founder shares were forfeited due to the underwriters' full exercise of
the over-allotment.

 The founder shares are identical to the Class
A ordinary shares, except that:

 only
holders of Class B ordinary shares will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including
any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the
Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands);

 the
founder shares are subject to certain transfer restrictions, as described in more detail below;

 the
founder shares are entitled to registration rights;

 the
founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation
of our 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 rights; and

 our sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of our initial business combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business combination if we determine it is desirable to facilitate the completion of the initial business combination; (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial business combination within the prescribed time frame and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination.

 The Company's initial shareholders have
agreed, pursuant to lock-up provisions in the agreements entered into by our sponsor and management team, not to transfer, assign or sell
any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year
after the completion of the initial business combination or (ii) the date on which the Company completes a liquidation, merger, share
exchange or other similar transaction after the initial business combination that results in all of the Company's shareholders having
the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject
to the same restrictions and other agreements of the Company's initial shareholders with respect to any founder shares (the " Lock-up ").
Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted
for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the initial business combination or (2) if the Company consummates a transaction after the
initial business combination which results in the Company's shareholders having the right to exchange their shares for cash, securities
or other property, the founder shares will be released from the Lock-up.

 Private Placement Units

 Our sponsor purchased an aggregate of 849,000
private placement units, at a price of $10.00 per unit, for an aggregate purchase price of $8,490,000, in a private placement that closed
simultaneously with the closing of the IPO. Each private placement unit entitles the holder thereof to one Class A ordinary share
and one-half of one redeemable warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as described
in this Annual Report. The private warrants are identical to the warrants sold in our IPO, subject to certain limited exceptions as described
in this Annual Report. If we do not complete our initial business combination within the completion window, the private warrants will
expire worthless. The private warrants are subject to the transfer restrictions described below. Otherwise, the private warrants have
terms and provisions that are identical to those of the warrants included in the units being sold in our IPO.

 Due to Related Party

 The Sponsor paid certain formation, operating or
deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. During the period from February
9, 2024 (inception) to December 31, 2024, the Sponsor paid $539,874 on behalf of the Company, of which $25,000 was paid in exchange for
the issuance of founder shares. As of December 31, 2024, the amount due to the related party was $514,874.

 Administrative Services Agreement

 The Company entered into an agreement, commencing
on the effective date of the IPO through the earlier of the Company's consummation of a Business Combination and its liquidation,
to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space and administrative and support services. An administration
fee of $50,000 was recorded and paid for the period from February 9, 2024 (inception) through December 31, 2024.

 Related Party Loans

 The sponsor issued an unsecured promissory note
to the Company (the " Promissory Note "), pursuant to which the Company may borrow up to an aggregate principal amount
of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2024, or (ii) the
consummation of the IPO. As of December 31, 2024, there were no amounts outstanding under the Promissory Note.

 In addition, 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 directors and
officers 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 will 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. Up to $1,500,000
of such Working Capital Loans may be convertible into private placement-equivalent 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. The terms of such Working Capital Loans by our sponsor
or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such
loans. As of December 31, 2024, no Working Capital Loans were outstanding.

 Item 14. Principal Accountant Fees and Services.

 The firm of UHY LLP acts as our independent registered
public accounting firm. The following is a summary of fees paid to UHY LLP for services rendered.

 Audit Fees. During the period from February
9, 2024 (inception) through December 31, 2024, fees for services performed in connection with our IPO, review of the financial information
included in our Quarterly Reports on Form 10-Q for the respective periods were approximately $222,720.

 Tax Fees. During the period from February 9,
2024 (inception) through December 31, 2024, UHY LLP did not render services to us for tax compliance, tax advice or tax planning.

 All Other Fees. During the period from February
9, 2024 (inception) through December 31, 2024, no other services were provided by UHY LLP other than those set forth above.

 Pre-Approval Policy

 Our audit committee was formed upon the consummation
of our IPO. 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).

 Item 15. Exhibit and Financial Statement Schedules.

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

 (1)
Financial Statements:

 Page

 Report of Independent
 Registered Public Accounting Firm (PCAOB ID: 1195)

 Balance Sheet

 Statement of Operations

 Statement of Changes in Shareholders' Deficit

 Statement of Cash Flows

 Notes to Financial Statements

 (2)
Financial Statement Schedules:

 All schedules are omitted for the reason that
the information is included in the financial statements or the notes thereto or that they are not required or are not applicable.

 (3)
Exhibits

 The exhibits listed in the Exhibit Index below
are filed or incorporated by reference as part of this Annual Report on Form 10-K.

 EXHIBIT INDEX

 Exhibit No.

 Description

 1.1

 Underwriting Agreement, dated July 31, 2024, by and between the Company and Clear Street LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K (File No. 001-42196), filed with the Securities and Exchange Commission on August 5, 2024).

 3.1

 Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-280511), filed with the Securities and Exchange Commission on June 27, 2024).

 3.2

 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-280511), filed with the Securities and Exchange Commission on June 27, 2024).

 3.3

 Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1 (File No. 333-280511), filed with the Securities and Exchange Commission on June 27, 2024).

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-280511), filed with the Securities and Exchange Commission on June 27, 2024).

 4.2

 Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1 (File No. 333-280511), filed with the Securities and Exchange Commission on June 27, 2024).

 4.3

 Specimen Warrants Certificate (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 (File No. 333-280511), filed with the Securities and Exchange Commission on June 27, 2024).

 4.4

 Warrant Agreement, dated July 31, 2024, between Continental Stock Transfer & Trust Company and the Registrant. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-42196), filed with the Securities and Exchange Commission on August 5, 2024).

 4.5*

 Description of Securities

 10.1

 Letter Agreement, dated July 31, 2024, among the Company, its executive officers, its directors and its sponsor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-42196), filed with the Securities and Exchange Commission on August 5, 2024).

 10.2

 Investment Management Trust Agreement, dated July 31, 2024, between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-42196), filed with the Securities and Exchange Commission on August 5, 2024).

 10.3

 Registration Rights Agreement, dated July 31, 2024, among the Company and the sponsor. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-42196), filed with the Securities and Exchange Commission on August 5, 2024).

 10.4

 Securities Subscription Agreement, dated March 19, 2024, between the Company and the sponsor (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 (File No. 333-280511), filed with the Securities and Exchange Commission on June 27, 2024).

 10.5

 Private Placement Units Purchase Agreement, dated July 31, 2024, between the Company and the sponsor (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-42196), filed with the Securities and Exchange Commission on August 5, 2024).

 10.6

 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K (File No. 001-42196), filed with the Securities and Exchange Commission on August 5, 2024).

 10.7

 Administrative Services Agreement, dated July 31, 2024, between the Company and the sponsor (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K (File No. 001-42196), filed with the Securities and Exchange Commission on August 5, 2024).

 10.8

 Promissory Note issued to AA Mission Acquisition Sponsor Holdco LLC, dated March 19, 2024 (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1 (File No. 333-280511), filed with the Securities and Exchange Commission on June 27, 2024).

 14.1

 Code of Ethics (incorporated by reference to Exhibit 14 to the Company's Registration Statement on Form S-1 (File No. 333-280511), filed with the Securities and Exchange Commission on June 27, 2024).

 19.1*

 Insider Trading Policy and Dissemination of Inside Information

 31.1*

 Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

 31.2*

 Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

 32.1*

 Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

 32.2*

 Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

 24.1

 Power of Attorney (included on signature page hereto).

 97.1*

 Policy on Recoupment of Incentive Compensation

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 Filed
herewith

 SIGNATURES

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

 AA
Mission Acquisition Corp.

 By:

 /s/ Qing Sun

 Chief Executive Officer

 POWER OF ATTORNEY

 KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Qing Sun as 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 including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute,
each acting alone, may lawfully do or cause to be done by virtue thereof.

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

 Name

 Position

 Date

 /s/ Qing Sun

 Chairman of the Board
 of Directors and

 Qing
 Sun

 Chief Executive Officer
 (principal executive officer)

 /s/ Shibin
 Fang

 Chief Financial Officer
 and Executive Director

 Shibin Fang

 (principal financial and accounting officer)

 /s/ Zhongxuan
 Li

 Zhongxuan Li

 /s/ Daoyong
 Xing

 Daoyong Xing

 /s/ Zhenxing
 Wang

 Zhenxing Wang

 /s/ Wenzhong
 Zhao

 Wenzhong Zhao

 AA MIssion Acquisition Corp.

 INDEX TO FINANCIAL STATEMENTS

 Page

 Financial Statements:

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195)

 Balance Sheet as of December 31, 2024

 Statement of Operations for the period from February 9, 2024 (Inception) through December 31, 2024

 Statement of Changes in Shareholders' Deficit for the period from February 9, 2024 (Inception) through December 31, 2024

 Statement of Cash Flows for the period from February 9, 2024 (Inception) through December 31, 2024

 Notes to Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

Shareholders of AA Mission Acquisition Corp.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheet
of AA Mission Acquisition Corp. (the Company) as of December 31, 2024, and the related statements of operations, changes in shareholders'
deficit, and cash flows for the period from February 9, 2024 (inception) to December 31, 2024, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period from February 9, 2024 (inception)
to December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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

 The accompanying financial statements has been
prepared to assume the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no
revenue, has incurred and expects to continue to incur significant professional costs to remain a publicly listed company, and expects
to incur significant transaction costs in the pursuit of the consummation of a business combination. The Company's cash and working
capital are not sufficient to complete its planned activities for one year from the issuance date of the financial statements. If the
Company is unable to complete a business combination within the combination period, the Company would proceed to commence a mandatory
liquidation and thereby a formal dissolution of the Company. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's evaluation of the events and conditions and plans regarding these matters are also
described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty. Our opinion is not modified with respect to that matter.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. 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 audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit 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 audit, 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

 /s/ UHY LLP

 We have served as the Company's auditor since 2024.

 New York, New York

 F- 2

 AA

 BALANCE
SHEET

 December
 31,
 2024

 Assets

 Current assets:

 Cash

 $
 417,897

 Prepaid
 expenses

 45,373

 Prepaid
 insurance

 230,535

 Bank
 interest receivable

 1,527

 Total
 current assets

 695,332

 Investment
 held in Trust Account

 Total
 Assets

 $
 354,034,505

 Liabilities,
 Class A Ordinary Shares Subject to Possible Redemptions and Shareholders' Deficit

 Current
 liabilities:

 Accounts
 payable and accrued expenses

 $
 159,187

 Due
 to related party

 514,874

 Total
 current liabilities

 674,061

 Deferred
 underwriting commissions

 8,625,000

 Total
 liabilities

 9,299,061

 Commitments
 and Contingencies (Note 6)

 Class A ordinary shares, $ 0.0001 par value; 34,500,000 shares subject to possible redemption at $ 10.24 per share

 Shareholders'
 Deficit

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

 -

 Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 849,000 shares issued and outstanding

 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding

 Additional
 paid-in capital

 -

 Accumulated
 deficit

 ( 8,604,677
)

 Total
 Shareholders' Deficit

 ( 8,603,729
)

 Total
 Liabilities, Commitments and Contingences, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit

 $
 354,034,505

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

 F- 3

 AA

 STATEMENT
OF OPERATIONS

 For the
 Period from
 February 9, 2024
 (Inception) through
 December 31,
 2024

 General and administrative expenses

 769,833

 Loss from operations

 $
 ( 769,833
)

 Other income

 Dividends earned on marketable securities held in trust account

 6,614,173

 Interest from the bank account

 10,862

 Net income

 $

 Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares

 15,568,807

 Basic and diluted net income per share, redeemable ordinary shares

 $
 1.25

 Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares

 7,981,615

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

 $
 ( 1.71
)

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

 F- 4

 AA

 STATEMENT
OF CHANGES IN SHAREHOLDERS' DEFICIT

 Ordinary

 Additional

 Total

 Class
 A

 Class
 B

 Paid-in

 Accumulated

 Shareholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance
 - February 09, 2024 (inception)

 -

 $
 -

 -

 $
 -

 $
 -

 $
 -

 $
 -

 Founder
 shares issued to initial shareholder

 -

 -

 8,625,000

 24,137

 -

 25,000

 Allocated value of offering costs to warrants and unit purchase option

 -

 -

 -

 -

 ( 1,293,585
)

 -

 ( 1,293,585
)

 Sale
 of private placement units to Sponsor in private placement

 759,000

 -

 -

 7,589,924

 -

 7,590,000

 Sale
 of over-allotment private placement units to Sponsor in private placement

 90,000

 899,991

 -

 900,000

 Fair
 value of warrants included in public units

 24,495,000

 -

 24,495,000

 Net
 Income

 -

 -

 -

 -

 -

 Remeasurement
 of ordinary shares subject to possible redemption

 ( 31,715,467
)

 ( 7,845,706
)

 ( 39,561,173
)

 Subsequent
 measurement of Ordinary Shares subject to possible redemption (Dividend earned on trust account)

 -

 ( 6,614,173
)

 ( 6,614,173
)

 Balance
 - December 31, 2024

 849,000

 $

 8,625,000

 $

 $
 -

 $
 ( 8,604,677
)

 $
 ( 8,603,729
)

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

 F- 5

 AA

 STATEMENT
OF CASH FLOWS

 FOR
THE PERIOD FROM FEBRUARY 9, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

 For the period from February 09, 2024 (Inception) through December 31, 2024

 Cash Flows from Operating Activities:

 Net income

 $

 Adjustments to reconcile net income to net cash used in operating activities:

 Income earned on investment held in Trust Account

 ( 6,614,173
)

 Changes in operating assets and liabilities:

 Bank interest receivable

 ( 1,527
)

 Prepaid expenses

 ( 275,908
)

 Accounts payable and accrued expenses

 159,187

 Due to related party

 194,326

 Net cash used in operating activities

 ( 682,893
)

 Cash Flows from Investing Activities:

 Cash deposited in Trust Account

 ( 346,725,000
)

 Net cash used in investing activities

 ( 346,725,000
)

 Cash Flows from Financing Activities:

 Proceeds from issuance of founder shares

 25,000

 Proceeds received from initial public offering, gross

 345,000,000

 Proceeds received from private placement

 8,490,000

 Offering costs paid

 ( 5,689,210
)

 Net cash provided by financing activities

 347,825,790

 Net increase in cash

 417,897

 Cash - beginning of the period

 -

 Cash - ending of the period

 $
 417,897

 Supplemental disclosure of noncash investing and financing activities:

 Offering costs charged to Additional Paid-in Capital

 $
 834,758

 Allocation of offering costs to ordinary shares subject to redemption

 $
 1,293,585

 Remeasurement adjustment on ordinary shares subject to possible redemption

 $
 39,561,173

 Subsequent measurement of ordinary shares subject to possible redemption (Dividend income earned on Trust Account)

 $
 6,614,173

 Deferred underwriting commissions

 $
 8,625,000

 Reclassification of Value for Class A ordinary shares

 $

 Offering costs paid by related party

 $
 320,548

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

 F- 6

 AA

NOTES TO FINANCIAL STATEMENTS

 NOTE
1: ORGANIZATION AND BUSINESS OPERATIONS

 AA Mission Acquisition Corp. (the " Company ")
is a blank check company incorporated in the Cayman Islands on February 9, 2024. The Company was formed for the purpose of effecting
a merger, shares exchange, asset acquisition, shares purchase, reorganization, or other similar business combination with one or more
businesses (the " Business Combination ").

 The
Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early
stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.

 As of December 31, 2024, the Company had not commenced
any operations. All activity for the period from February 9, 2024 (inception) through December 31, 2024, relates to the Company's
formation and the initial public offering (the " IPO "), which is described below. The Company will not generate any
operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income
in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

 Financing

 The Company's founder and sponsor is AA
Mission Acquisition Sponsor Holdco LLC (the " Sponsor "). The registration statement for the Company's IPO was
declared effective on July 31, 2024. On August 2, 2024, the Company consummated the IPO of 30,000,000 units (the " Units "
and, with respect to the shares of Class A ordinary shares included in the Units being offered, the " Public Shares "),
at $ 10.00 per Unit, generating gross proceeds of $ 300,000,000.

 Simultaneously with the consummation of the IPO
and the sale of the Units, the Company consummated the private placement (" Private Placement ") of 759,000 units (the
" Initial Private Placement Units ") to the Sponsor, at a price of $ 10.00 per Private Placement Unit, generating total
proceeds of $ 7,590,000.

 Transaction
costs amounted to $ 14,634,758, consisting of $ 5,175,000 of cash underwriting fee, $ 8,625,000 of deferred underwriting fee and $ 834,758
of other offering costs. These costs were charged to additional paid-in capital or accumulated
deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO.

 On
September 4, 2024, the underwriters exercised their over-allotment option in full to purchase an additional 4,500,000 Units.
As a result, the Company sold an additional 4,500,000 Units at $ 10.00 per Unit, generating gross proceeds of $ 45,000,000.
Simultaneously with the closing of the full exercise of the over-allotment option, we completed the private sale of an aggregate of 90,000
Private Placement Units, at a purchase price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 900,000.

 Business
Combination

 The Company will have until 18 months from the
closing of the IPO (or up to 24 months from the closing of the IPO if the Company extends the period of time to consummate a Business
Combination by the full amount of time), or August 2, 2026, (the " Combination Period "). However, if the Company has
not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 (less up to $ 100,000 of
interest to pay dissolution expenses (which interest shall be net of taxes payable) 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 its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no
redemption rights or liquidating distributions with respect to its public rights or private placement rights, which will expire worthless
if the Company fails to complete its initial Business Combination within the 18-month time period, and the Company may extend the period
of time to consummate a Business Combination up to two times, each by an additional three months (or up to 24 months from the closing
of the IPO if the Company extends the period of time to consummate a Business Combination by the full amount of time).

 F- 7

 Going
Concern Consideration

 As
of December 31, 2024, the Company had cash of $ 417,897 and a working capital of $ 21,271. The Company has incurred and 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. If the Company is unable to complete a Business Combination within the Combination Period,
the Company's board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.
There is no assurance that the Company's plans to consummate a Business Combination will be successful within the Combination Period.

 In connection with the Company's assessment
of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (" ASU ")
2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined
that these conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statement
does not include any adjustments that might result from the outcome of this uncertainty.

 NOTE
2: 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 (" GAAP ") and pursuant
to the rules and regulations of the SEC.

 Emerging
Growth Company

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

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. 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.

 F- 8

 Use
of Estimates

 The
preparation of financial statements in conformity with 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.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly 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 a cash balance of $ 417,897 as of December 31, 2024. The Company had no cash equivalents as of December 31, 2024.

 Investments
Held in Trust Account

 The
Company's portfolio of investments held in the Trust Account is comprised of investments only in U.S. government securities 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. 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. Gains
and losses resulting from the change in fair value of investments held in Trust Account are included in dividend earned on marketable
securities held in Trust Account in the accompanying statements of operations. The estimated fair value of investments held in the Trust
Account is determined using available market information. As of December 31, 2024, the Trust Account had balance of $ 353,339,173. The
dividend earned from the Trust Account totaled $ 6,614,173 for the period from February 9, 2024 (inception) through December 31, 2024,
which were fully reinvested into the Trust Account as earned and unrealized gain on investments and therefore presented as an adjustment
to the operating activities in the Statements of Cash Flows.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000. Any loss incurred or a lack of access
to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

 Offering
Costs

 Offering
costs consist of legal, accounting, and other costs (including underwriting discounts and commissions) incurred through the balance sheet
date that are directly related to the IPO and that were charged to shareholders' equity upon the completion of the IPO on August
2, 2024.

 Warrant
Instruments

 The Company accounted for the Public and Private Warrants to be 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 warrant instrument under equity treatment at their assigned
value.

 F- 9

 Net
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 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 dividends paid to the public shareholders. As of December 31, 2024, the Company did
not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then
share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the
period presented.

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

 For
 the
 Period from
 February 9,
 2024
 (Inception) Through
 December 31,
 2024

 Net income

 $

 Dividends earned on investment held
 in Trust Account

 ( 6,614,173
)

 Accretion of temporary
 equity into redemption value

 ( 39,561,173
)

 Net
 loss including accretion of common stock to redemption value

 $
 ( 40,320,144
)

 For the Period
 from
 February 9, 2024
 (Inception) Through
 December 31, 2024

 Redeemable

 Non-Redeemable

 Particulars

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

 Weighted-average
 shares outstanding

 15,568,807

 7,981,615

 Ownership
 percentage

 %

 %

 Numerators:

 Allocation
 of net loss including accretion of temporary equity

 ( 26,655,002
)

 ( 13,665,142
)

 Income
 earned on Trust Account

 6,614,173

 —

 Accretion
 of temporary equity to redemption value

 39,561,173

 —

 Allocation
 of net income/(loss)

 19,520,344

 ( 13,665,142
)

 Denominators:

 Weighted-average
 shares outstanding

 15,568,807

 7,981,615

 Basic
 and diluted net income/(loss) per share

 1.25

 ( 1.71
)

 F- 10

 Related
Parties

 Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.

 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 and Disclosures," approximates the carrying amounts represented in the accompanying balance sheet, primarily due to
their short-term nature.

 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 ASC 740, "Income Taxes." Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to
the amount expected to be realized.

 ASC 740
prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024.
The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation
from its position.

 There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company's financial statements.

 F- 11

 Ordinary
Shares Subject to Possible Redemption

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

 At
December 31, 2024, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following
table:

 Public offering proceeds

 $
 300,000,000

 Less:

 Proceeds allocated to Public Warrants

 ( 21,300,000
)

 Allocation of offering costs related to redeemable shares

 ( 11,700,113
)

 Plus:

 Accretion of carrying value to redemption value

 34,500,113

 Ordinary shares subject to possible redemption

 $
 301,500,000

 Over-allotment

 Plus:

 Over-allotment proceeds

 45,000,000

 Less:

 Proceeds allocated to Public Warrants

 ( 3,195,000
)

 Allocation of offering costs related to redeemable shares

 ( 1,641,060
)

 Plus:

 Accretion of carrying value to redemption value

 5,061,060

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

 6,614,173

 Ordinary shares subject to possible redemption

 $

 Recent
Accounting Standards

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

 NOTE
3: INITIAL PUBLIC OFFERING

 Pursuant to the IPO, the Company sold 30,000,000
Units at a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant
(" Public Warrant "). These shares will be available for redemption upon the completion of the Business Combination,
by public shareholders, at an anticipated price of $ 10.05 per share. Each whole warrant entitles the holder thereof to purchase one Class
A ordinary share at a price of $ 11.50 per share. No fractional warrants were issued upon separation of the Units and only whole warrants
are trading. The Company also granted the underwriters a 45 -day option to purchase up to 4,500,000 additional units to cover over-allotments.
which was fully exercised on September 4, 2024. See Note 1 for further details.

 F- 12

 NOTE
4: PRIVATE PLACEMENT

 Simultaneously
with the consummation of the IPO and the sale of the Units, the Company consummated the sale of 759,000 units Private Placement Units.
On September 4, 2024, the underwriters exercised the over-allotment option in full and as a result, the Company consummated the sale
of additional 90,000 Private Placement Units. See Note 1 for more details.

 Each Private Placement Unit entitles the holder
thereof to one Class A ordinary share and one-half of one redeemable warrant (" Private Placement Warrants ") to purchase
 one Class A ordinary share at $ 11.50 per share. The proceeds from the sale of the Private Placement Units were added to the net proceeds
from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds
from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject
to the requirements of applicable law).

 The
Private Placement Units (including the underlying securities) will not be redeemable, transferable, assignable or salable by the Sponsor
until 30 days after the completion of its initial Business Combination, subject to certain exceptions.

 NOTE
5: RELATED PARTY TRANSACTIONS

 Founder

 On March 19, 2024, the Sponsors received
 8,625,000 of the Company's Class B ordinary shares (" founder shares ") in exchange for $ 25,000 paid for deferred
offering costs borne by the Sponsors. Up to 1,125,000 of such founder shares were subject to forfeiture to the extent that the underwriters'
over-allotment was not exercised in full. On September 4, 2024, the underwriters exercised the over-allotment option in full.

 The Sponsors have agreed, subject to limited exceptions,
not to transfer, assign or sell any of the founder shares until the earlier to occur of: (i) one year following the consummation of our
initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, share exchange, reorganization or
other similar transaction after an initial Business Combination that results in all of our shareholders having the right to exchange their
ordinary shares for cash, securities or other property.

 Private
Placement

 The
Company consummated the sale of 759,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit in a private
placement to the Sponsor, generating gross proceeds of $ 7,590,000 to the Company. On September 4, 2024, with the closing of the
full exercise of the over-allotment option, we completed the private sale of an aggregate of additional 90,000 Private Placement Units,
at a purchase price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 900,000.

 Promissory
Note — Related Party

 The Sponsor issued an unsecured promissory note
to the Company (the " Promissory Note "), pursuant to which the Company may borrow up to an aggregate principal amount
of $ 300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2024, or (ii) the consummation
of the IPO. As of December 31, 2024, there were no amounts outstanding under the Promissory Note.

 Due
to Related Party

 The Sponsor paid certain formation, operating
or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. During the period from
February 9, 2024 (inception) to December 31, 2024, the Sponsor paid $ 539,874 on behalf of the Company, of which $ 25,000 was paid in exchange
for the issuance of founder shares. As of December 31, 2024, the amount due to the related party was $ 514,874.

 F- 13

 Administrative
Services Agreement

 The
Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the Company's consummation
of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of up to $ 10,000 per month for office space
and administrative and support services. An administration fee of $ 50,000 was recorded and paid for the period from February 9, 2024
(inception) through December 31, 2024.

 Working
Capital Loans

 In addition, 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 directors and
officers 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 will 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. Up to $ 1,500,000
of such Working Capital Loans may be convertible into private placement-equivalent 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. The terms of such Working Capital Loans by our Sponsor
or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such
loans. As of December 31, 2024, no Working Capital Loans were outstanding.

 NOTE
6: COMMITMENTS AND CONTINGENCIES

 Risks
and Uncertainties

 In February 2022, the Russian Federation and Belarus commenced
a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted
economic sanctions against the Russian Federation and Belarus. In October 2023, the military conflict between Israel and militant
groups led by Hamas has also caused uncertainty in the global markets. Further, the impact of this action and related sanctions on the
world economy is not determinable as of the date of the financial statement, and the specific impact on the Company's financial
condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

 Registration
Rights

 Pursuant to a registration rights agreement dated
on the effectiveness of the Registration Statement on July 31, 2024, the holders of the founder shares, Private Placement Units (including
securities contained therein), and units (including securities contained therein) that may be issued on conversion of working capital
loans or extension loans (and) are entitled to registration rights pursuant to a registration rights agreement signed on the effective
date of this offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make
up to three demands, excluding short form demands, that the Company's register such securities. In addition, the holders have certain
"piggy-back" registration rights with respect to registration statements filed subsequent to the Company completion of initial
business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities
Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 Underwriting
Agreement

 The
Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments at the IPO
Offering price, less the underwriting discounts and commissions.

 The
underwriters were entitled to a cash underwriting discount of $ 0.15 per Unit, or $ 4,500,000 in the aggregate (or $ 5,175,000 if the underwriters'
over-allotment option is exercised in full), payable upon the closing of the IPO. In addition, the underwriters are entitled to a deferred
fee of $ 0.25 per Unit, or $ 7,500,000 in the aggregate (or $ 8,625,000 in the aggregate if the underwriters' over-allotment option
is exercised in full).

 On
September 4, 2024, the underwriters exercised the over-allotment option in full to purchase 4,500,000 Units. As a result, the Company
sold an additional 4,500,000 Units at $ 10.00 per Unit, generating gross proceeds to the Company of $ 45,000,000.

 F- 14

 NOTE
7: SHAREHOLDER'S EQUITY

 Preferred
Shares — The Company is authorized to issue 1,000,000 preferred shares, $ 0.0001 par value, with such designations,
voting and other rights and preferences as may be determined from time to time by the Company's board of directors. As of December
31, 2024, there were no preferred shares issued or outstanding.

 Class A
Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with $ 0.0001
par value. As a result of IPO on August 2, 2024, the Company issued 30,000,000 shares of Class A subject to possible redemptions. Simultaneously,
the Company consummated the sale of 759,000 Private Placement Units which entitles the holder thereof to one Class A ordinary share.

 On
September 4, 2024, the underwriters exercised the over-allotment option in full and as a result, the Company consummated the sale of
additional 4,500,000 shares of Class A subject to possible redemptions and 90,000 Private Placement Units. As of December 31, 2024, there
were 849,000 Class A ordinary shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption)

 Class B Ordinary Shares — The
Company is authorized to issue 20,000,000 Class B ordinary shares with $ 0.0001 par value. As of December 31, 2024, there were
 8,625,000 Class B ordinary shares issued and outstanding. Initially, up to 1,125,000 of these shares were subject to forfeiture to the
extent that the underwriters' over-allotment option was not exercised in full or in part ensuring that the number of founder shares
would equal 20 % of the Company's issued and outstanding ordinary shares after the IPO (excluding shares underlying the Private Placement
Units) (See Note 4 and Note 5 for further details). However, no Class B ordinary shares are subject to forfeiture as the over-allotment
was fully exercised on September 4, 2024.

 Warrants

 Each
Unit consisted of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitled the holder thereof to
purchase one Class A ordinary share at a price of $ 11.50 per share, exercisable 30 days after the completion of our initial business
combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation. The Company will not issue fractional shares in connection with an
exchange of warrants. Fractional shares will be either rounded down to the nearest whole share or otherwise addressed in accordance with
the applicable provisions of Cayman law.

 If
the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public
shares for the funds held in the trust account, holders of warrants will not receive any of such funds for their warrants and the warrants
will expire worthless.

 NOTE
8: FAIR VALUE MEASUREMENTS

 The
following table presents information about the Company's assets that are measured at fair value on a recurring basis at December
31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

 Quoted

 Significant

 Significant

 Prices in

 Other

 Other

 As of

 Active

 Observable

 Unobservable

 December 31,

 Markets

 Inputs

 Inputs

 2024

 (Level 1)

 (Level 2)

 (Level 3)

 Assets:

 Investment held in Trust Account

 $

 $

 $
 —

 $
 —

 NOTE
9: 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, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the financial statements.

 F- 15

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