UNITED STATES

 SECURITIES AND
EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended March 31, 2025

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

 For the transition period from __________ to
__________

 Commission File No. 001-42577

 UY
Scuti Acquisition Corporation

 (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.)

 39 E. Broadway, Suite 603
 New York, New York

 10002

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant's telephone number, including
area code: ( 412) 947-0514

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Units, each consisting of one Ordinary Share, $0.0001 par value, and one right

 UYSCU

 The Nasdaq Stock Market LLC

 Ordinary Shares, $0.0001 par value

 UYSC

 The Nasdaq Stock Market LLC

 Rights to receive one-fifth (1/5 th) of one Ordinary Share

 UYSCR

 The Nasdaq Stock Market LLC

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

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

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

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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

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

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. (Check one):

 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.

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.

 Indicate 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).

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

 The registrant was not a public company on September
30, 2024, the last business day of the registrant's most recently completed second fiscal quarter, and therefore it cannot calculate
the aggregate market value of its voting and non-voting common equity held by non-affiliates at such date. The registrant's units
began trading on The Nasdaq Capital Market on March 31, 2025 and the registrant's ordinary shares began separate trading on the
Nasdaq Capital Market on May 27, 2025. The aggregate market value of the registrant's ordinary shares outstanding, other than shares
held by persons who may be deemed affiliates of the registrant, on May 27, 2025, computed by reference to the closing price for the ordinary
shares of the registrant on such date, as reported on the Nasdaq Capital Market, was $58,707,500.

 As of June 26, 2025, assuming all units have been
separated, the Registrant had 7,658,348 ordinary shares outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 PAGE

 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 Disclosure

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

 Item 6. Reserved

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

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management

 Item 13. Certain Relationships and Related Transactions

 Item 14. Principal Accountant Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 Item 16. Form 10-K Summary

 i

 CERTAIN TERMS

 Unless otherwise stated in
this Annual Report on Form 10-K (this "Annual Report"), references to:

 "Amended and Restated Memorandum and Articles of Association" are to our second amended and restated memorandum and articles of association in effect as amended and/or restated from time to time;

 "Companies Act" are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time;

 "founder shares" are to the 1,437,500 ordinary shares initially purchased by our sponsor in a private placement purchase prior to the initial public offering;

 "initial shareholders" are to the holders of our founder shares prior to the initial public offering;

 "letter agreement" refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which the prospectus formed a part;

 "management" or our "management team" are to our officers and directors;

 "ordinary shares" are to our ordinary shares, par value $0.0001 per share, which include the public shares as well as the private placement shares;

 "private placement rights" are to the rights underlying the private placement units;

 "private placement shares" are to the ordinary shares underlying the private placement units;

 "private placement units" are to the units issued to our sponsor and/or its designees in a private placement simultaneously with the closing of the initial public offering;

 "public rights" are to the rights sold as part of the units in the initial public offering (whether they are subscribed for in the initial public offering or acquired in the open market);

 "public shares" are to our ordinary shares offered as part of the units in the initial public offering (whether they are subscribed for in the initial public offering or acquired thereafter in the open market);

 "public shareholders" are to the holders of our public shares;

 "rights" are to our rights, which include the public rights as well as the private placement rights to the extent they are no longer held by the initial purchasers of the private placement units or their permitted transferees;

 "sponsor" is to UY Scuti Investments Limited, a British Virgin Islands company. Sponsor is controlled by Guojian Zhang; and

 "we," "us," "company," or "our company" are to UY Scuti Acquisition Corp., a Cayman Islands exempted company.

 ii

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Some statements contained
in this Annual Report are forward-looking in nature. 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," "intends," "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 complete our initial business combination;

 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, as a result of which they would then receive expense reimbursements;

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

 our pool of prospective target businesses;

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

 our public securities' potential liquidity and trading;

 the lack of a market for our securities;

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

 our financial performance following the IPO.

 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. These risks and uncertainties
include, but are not limited to, those factors described under the heading "Risk Factors." Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. We 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.

 iii

 Item 1. BUSINESS

 General

 We are a blank check company originally formed
as a Cayman Islands exempted company on January 18, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination.
The Company has not commenced any operations nor generated any revenues to date. All activity for the period from January 18, 2024 (inception)
through March 31, 2025, relates to the Company's formation and the initial public offering (the "Initial Public Offering"
or "IPO") described below, and since the Initial Public Offering to its search for an initial business combination. We are
also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

 Our sponsor is UY Scuti Investments Limited, a
British Virgin Islands company, which was recently formed to invest in our company. Although our sponsor is permitted to undertake any
activities permitted under British Virgin Islands law and other applicable law, our sponsor's business is focused on investing in
our company. Although each of our officers and directors is a shareholder of our sponsor; only Mr. Guojian Zhang, the sole director of
our sponsor, holds voting securities in our sponsor and has the power to vote or dispose of the securities. On August 2, 2024, our sponsor
purchased an aggregate of 1,725,000 ordinary shares ("Founder Shares") (up to 225,000 of which were subject to forfeiture
by the holders thereof depending on the extent to which the underwriters' option to purchase additional units is exercised) for
an aggregate purchase price of $25,000, or approximately $0.02 per share. Due to a reduction in the offering size, we subsequently entered
into an amended securities subscription agreement with our sponsor pursuant to which 287,500 Founder Shares were cancelled such that our
sponsor now owns an aggregate of 1,437,500 Founder Shares, of which, up to 187,500 shares were subject to forfeiture depending on the
extent to which the underwriters' over-allotment option is exercised. As the over-allotment option was exercised in full, none
of the Founder Shares were forfeited.

 In three closings on April 1, 2025, April 7, 2025,
and April 9, 2025, the Company sold an aggregate 5,750,000 Units at a price of $10.00 per Unit for a total of $57,500,000 (including
750,000 Units from the exercise of the underwriters' over-allotment option) (the "Units"). Each Unit consists of one
ordinary share, par value $0.0001 per share, of the Company (the "Ordinary Shares") and one right to receive one-fifth (1/5 th)
of one ordinary share upon the consummation of the Company's initial business combination. Simultaneously with the consummation
of the IPO and the sale of the Units, the Company consummated the private placement (the "Private Placement") of 240,848 Units
(the "Placement Units"), each Placement Unit consisting of one ordinary share and one right to receive one-fifth (1/5 th)
of one ordinary share, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $2,408,480. The issuance of
the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.

 The net proceeds from the Initial Public Offering,
together with certain of the proceeds from the private placement, totaling $57,500,000 in the aggregate, were placed in a trust account
with Continental Stock Transfer & Trust Company established for the benefit of the Company's public shareholders. Except for
the withdrawal of interest earned on the amounts in the trust account to fund the Company's taxes, if any, or upon the redemption
by public shareholders of ordinary shares in connection with certain amendments to the Company's amended and restated memorandum
and articles of association, none of the funds held in the trust account will be released until the completion of the Company's
initial business combination or the redemption by the Company of 100% of the outstanding ordinary shares issued by the Company in the
Initial Public Offering if the Company does not consummate an initial business combination within a maximum of 12 months after the closing
of the Initial Public Offering or up to 18 months from the closing of the IPO if we extend the period of time within which to consummate
our initial business combination, as discussed in greater detail below. We presently have no revenue and have had losses since the inception
from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties
to fund our operations.

 On May 27, 2025, holders of the Company's
Units could elect to separately trade the ordinary shares and rights included in its Units. The ordinary shares and rights are expected
to trade on the Nasdaq Capital Market ("Nasdaq") under the symbols "UYSC" and "UYSCR," respectively.
Units not separated will continue to trade on Nasdaq under the symbol "UYSCU." Holders of units will need to have their brokers
contact the Company's transfer agent in order to separate the holders' Units into ordinary shares and rights.

 The funds in the trust account will be (i) invested
only in cash or U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain
conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government
obligations and/or (ii) deposited in an interest-bearing demand deposit account at a U.S. chartered commercial bank with consolidated
assets of $100 billion or more. We intend to use substantially all of the funds held in the trust account, including any amounts
representing interest earned in the trust account (which interest shall be net of permitted withdrawals), if any, to complete our initial

 Business Strategy

 Our efforts in identifying
prospective target businesses will not be limited to a particular geographic region. To date, our efforts have been limited to organizational
activities as well as activities related to the offer. None of our officers, directors, promoter or other affiliates has engaged in any
substantive discussion on our behalf with representatives of other companies regarding the possibility of a potential business combination
with us. We may pursue an initial business combination in any business or industry but expect to focus on a target in an industry where
we believe our management team and Founder's expertise will provide us with a competitive advantage.

 We will seek to capitalize
on the strength of our management team. Our team consists of experienced professionals and senior operating executives. Collectively,
our officers and directors have decades of experience in operating companies. We believe we will benefit from their accomplishments, and
specifically their current and recent activities with companies in identifying attractive acquisition opportunities. However, there is
no assurance that we will complete a business combination.

 We believe that the members
of our management team and board of directors have valuable and applicable experience for sourcing and analyzing potential acquisition
candidates across various industries and on an international basis based upon their professional experience. Jialuan Ma has served as
an independent director on the board of directors of Qomolangma Acquisition Corp. (ticker: QOMO) since August 2021 and serves as the chairman
of the audit committee, compensation committee and nominating committee. On October 4, 2022, QOMO consummated its initial public offering
of 5,000,000 units for total proceeds of $52.73 million. As of January 3, 2025, the closing price of QOMO was $11.55. However, QOMO
received a notification from Nasdaq on November 13, 2024 in connection with the delisting of its shares from Nasdaq, following which QOMO
submitted a response on January 3, 2025 notifying Nasdaq that it will seek the voluntary delisting of it shares. On January 6, 2025, QOMO
issued a press release to announce the notice to Nasdaq and that it will redeem all of its outstanding public shares of common stock effective
as of December 27, 2024 and is in the process of winding up. On February 3, 2025, QOMO filed a Form 15 with the SEC to terminate the registration
of its securities under the Securities Exchange Act of 1934. Sze Wai Lee has served as an independent director on the board of directors
of Plutonian Acquisition Corp. (ticker: PLTN) from February 2022 to June 2024. He also served as the chairman of the audit committee.
On November 15, 2022, PLTN consummated its initial public offering of 5,750,000 units for total proceeds of $57.5 million. On October
9, 2023, Plutonian entered into an Agreement and Plan of Merger with Big Tree Cloud Holdings Limited (ticker: DSY), which transaction
closed on June 6, 2024 with a redemption rate of 99.7%. The transaction consideration was $500 million. As of January 3, 2025, the closing
price of the ordinary shares of Big Tree Cloud Holdings Limited was $3.89. As our management and directors are not involved in the SPACs
that are actively seeking for targets, we believe their fiduciary duties or contractual obligations with other SPAC companies will not
materially affect our ability to complete our initial business combination.

 Investment Criteria

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

 Middle-Market Growth Business. We will primarily seek to acquire one or more growth businesses with a total enterprise value of between $200,000,000 and $400,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations) or a company with negative cash flow.

 Strong Management Teams with a Proven Track Record. We intend to seek candidates who have strong management teams with a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow. We will seek to partner with potential target's management team and expect that the operating and financial abilities of our management and board will help a potential target company to unlock opportunities for future growth and enhanced profitability.

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

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

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

 These criteria are not intended
to be exhaustive or exclusive. Any evaluation relating to the merits of a particular business combination may be based, to the extent
relevant, on these general guidelines as well as other considerations, factors and criteria that our sponsor and management team may deem
relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria
and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to
our business combination, which, as discussed in this annual report, would be in the form of proxy solicitation or tender offer materials,
as applicable, that we would file with the United States Securities and Exchange Commission, or the SEC. In evaluating a prospective target
business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent ownership, management
and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and
other information which will be made available to us.

 Sourcing of Potential Business Combination
Targets

 Our management team has developed
a broad network of contacts and corporate relationships. We believe that the network of contacts and relationships of our management team
and our sponsor will provide us with an important source of business combination opportunities. In addition, we anticipate that target
business candidates will be brought to our attention from various unaffiliated sources, including investment banking firms, private equity
firms, consultants, accounting firms and business enterprises. We are not prohibited from pursuing a business combination with a company
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. However, we will not consider or undertake an initial business combination
with any target company the financial statements of which are audited by an accounting firm that the PCAOB is unable to inspect for two
consecutive years.

 If any of our officers or
directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she
has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to
such entity prior to presenting such business combination opportunity to us.

 Unless we complete our initial
business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the
target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent
firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm
that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders
will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used
to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another.
Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial

 Members of our management
team may directly or indirectly own our ordinary shares and/or private placement units following the initial public offering, and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.

 Each of our directors and
officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity.
Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an
acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or
she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only
present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provides that,
subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any
officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer
of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for
us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially
undermine our ability to complete our business combination.

 However, based on the existing
relationships of our sponsor and our directors and officers, the fact that we may consummate a business combination with a target in a
wide range of industries, as well as the experiences of certain of our directors and officers and affiliates of our sponsor with the prior
SPACs, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our
ability to complete our initial business combination.

 Notwithstanding that, such
officers and directors will continue to have a pre-existing fiduciary obligation to us and we will, therefore, have priority over
any special purpose acquisition companies they subsequently join. In addition, because we may consummate a business combination with a
target in a broad array of industries, we do not believe that any such potential conflicts would materially affect our ability to complete

 Status as a Public Company

 We believe our structure
will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business
an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination
transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests
in the target business for our ordinary shares (or shares of a new holding company) or for a combination of our ordinary shares and cash,
allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated
with being a public company, we believe target businesses will find this method a more certain and cost-effective method to becoming a
public company than the typical initial public offering. In a typical initial public offering process, there are additional expenses incurred
in marketing, roadshow and public reporting efforts that may not be present to the same extent in connection with a business combination
with us.

 Furthermore, once a proposed
business combination is completed, the target business will have effectively become public, whereas an initial public offering is always
subject to the underwriter's ability to complete the offering, as well as general market conditions, which could delay or prevent
the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means
of providing management incentives consistent with shareholders' interests. Being a public company can offer further benefits by
augmenting a company's profile among potential new customers and vendors and aid in attracting talented employees.

 While we believe that our
structure and our management team's backgrounds will make us an attractive business partner, some potential target businesses may
have negative view of us since we are a blank check company without an operating history and there is uncertainty relating to our ability
to seek shareholder approval of any proposed initial business combination and retain sufficient funds in our trust account in connection
therewith.

 Financial Position

 As we consummated our initial
public offering on April 1, 2025, as of March 31, 2025, we had $nil in investments held in the trust account. Following the closing of
our initial public offering, we had approximately $57,500,000 in investments held in the trust account assuming no redemptions and before
fees and expenses associated with our initial business combination. With funds available for a business combination in trust account,
we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential
growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Additionally, because we are a public
company or because a target business may be an attractive investment opportunity for third parties or be financially financeable through
a third-party traditional lender, we may be able to obtain additional financing from third parties in financing to satisfy cash needs
of any target and its shareholders. Because we are able to complete our initial business combination using our cash, debt or equity securities,
or additional financings or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow
us to tailor the consideration to be paid to the target business and its shareholders to fit their needs and desires. However, we have
not taken any steps to secure third party financing and there can be no assurance it will be available to us.

 Initial Business Combination

 We are not presently engaged
in, and we will not engage in any operations for an indefinite period of time following the initial public offering. We intend to effectuate
our initial business combination using cash from the proceeds of the initial public offering and the private placement of the private
placement units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward
purchase agreements or backstop agreements we may enter into following the consummation of the initial public offering or otherwise),
shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances,
or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially
unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and
businesses.

 If our initial business combination is paid for
using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in
connection with our initial business combination or used for redemptions of our ordinary shares, we may apply the balance of the cash
released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction
company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the
purchase of other companies or for working capital.

 We may seek to raise additional funds through
a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate
our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account.

 In the case of an initial business combination
funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination
would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There are
no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this
time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through
the sale of securities or otherwise.

 We will provide our public
shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination
either (i) in connection with a meeting of our shareholders called to approve the business combination or (ii) without a shareholder
vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive
an ordinary resolution under the law of the Cayman Islands law and our amended and restated memorandum and articles of association, which
requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person
or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder
approval of a proposed 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 requirement.

 We will have 12 months from
the closing of the initial public offering to consummate our initial business combination. However, if we anticipate that we may not be
able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor,
extend the period of time to consummate a business combination up to two (2) times, each by an additional three months (for a total of
up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set
out below. Pursuant to the terms of our memorandum and articles of association and the trust agreement we have entered into between us
and Continental Stock Transfer & Trust Company, in order for the time available for us to consummate our initial business combination
to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit
into the trust account $575,000 (approximately $0.10 per public share) per each three-month extension, up to an aggregate of $1,150,000,
or $0.20 per public share (for the up to six months' extension period), on or prior to the date of the applicable deadline, for
each extension. In connection with any possible business combination, we may require that the target (or affiliates of any such target)
provide an advance of funds (whether as a loan or other arrangement) to pay for any additional extension costs. In the event that we receive
notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press
release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release
the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or
designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are
unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but
not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. In such event, the rights will be worthless.

 Our sponsor may extend the
time frame for the company to complete a business combination beyond the initial 12-month period, up to an additional six (6) months for
a total of eighteen (18) months from the closing of the initial public offering to complete a business combination by depositing the required
amount of funds for each three (3) month extension. Holders of our securities will not have to right to approve or disapprove any of the
two three-month extensions. Further, holders of our securities will not have the right to seek or obtain redemption in connection with
any extension of the time frame to complete a business combination. In addition, if we are unable to complete an initial business combination
within 12 months from the closing of the initial public offering (or up to 18 months from the closing of the initial public offering if
we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this annual
report), we will be unable to repay any loans including the loans from our sponsor, reimburse out-of-pocket expenses and make payments
for rent and administrative services or expenses incurred in connection with pursuing an initial business combination, except to the extent
of the limited funds available outside of the trust account, which could create a material conflict of interest in evaluating a potential
initial business combination. If we are unable to complete our initial business combination within 12 months from the closing of the initial
public offering (or up to 18 months from the closing of the initial public offering if we extend the period of time to consummate a business
combination, as described in more detail in this annual report), or by such earlier liquidation date as our board of directors may approve,
the founder shares, private units, private shares and private rights will be worthless, except to the extent they receive liquidating
distributions from assets outside the trust account.

 Any such payments from our
sponsor to extend the time frame would be made in the form of a loan from our sponsor to the company. The final and definitive terms of
the loan in connection with any such loans have not yet been negotiated, but any such loan would be interest free and not repaid unless
and until we complete a business combination. If we complete our initial business combination, we would expect to repay such loaned amounts
out of the proceeds of the trust account released to us following any redemptions of our public shares or from funds which may be raised
in any subsequent capital financing transaction which may be undertaken in connection with the completion of a business combination.

 To the extent we effect our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous
risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target
business, we cannot assure you that we will properly ascertain or assess all significant risk factors. In evaluating a prospective target
business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management
and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information
which will be made available to us.

 The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the
funds we can use to complete another business combination.

 Lack of Business Diversification

 For an indefinite period of time after the completion
of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it
is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
By completing our initial business combination with only a single entity, our lack of diversification may:

 subject us to negative economic,
competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which
we operate after our initial business combination; and

 cause us to depend on the marketing
and sale of a single product or limited number of products or services.

 Limited Ability to Evaluate the Target's Management Team

 Although we intend to closely scrutinize the management
of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our
assessment of the target business's management may not prove to be correct. In addition, the future management may not have the
necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team,
if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will
remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their
full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management
team will have significant experience or knowledge relating to the operations of the particular target business.

 We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial business combination.

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

 Selection of a Target Business and Structuring of Our Initial Business
Combination

 The NASDAQ rules require
that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal
to at least 80% of the balance in the trust account (less any income taxes payable on interest earned) at the time of our signing a definitive
agreement in connection with our initial business combination. If our Board of Directors is not able to independently determine the fair
market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent
firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We
do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If we are
delisted from NASDAQ prior to completion of the business combination, the NASDAQ 80% requirement would no longer be applicable.

 Any evaluation relating to the merits of a particular
business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our
management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we
will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection
of facilities, as well as a review of financial and other information which is made available to us. This due diligence review will be conducted
either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third
parties.

 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 a portion of the assets of the target business or businesses. We may acquire a business line, division
or subsidiary or stand-alone assets that could allow us to constitute an operating business. The determination of whether or not to acquire
less than 100% of the equity interests or assets will be dependent upon numerous factors, including satisfaction certain objectives of
the target management team or target's shareholders, the costs of any such proposed acquisition, our ability to constitute a viable
business from any such assets, legal issues involving assignments of contracts or intellectual property assets, or for other reasons,
many of which we cannot determine at this time and will be contingent upon negotiations with prospective targets. 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 a business combination for equity interests 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 or in the event of an acquisition of assets,
an acquisition which results in an operating business line, 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. In considering an asset transaction, we would acquire
such assets only if we could constitute from such assets a stand-alone operating business. 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 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 valued for purposes of the 80% of Nasdaq net assets test. If our initial business combination involves more
than one target business or assets from different business, the 80% of net assets test will be based on the aggregate value of all of
the target businesses.

 We are not prohibited from
pursuing an initial business combination with a company 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 company that is affiliated (as defined in our amended and restated memorandum
and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration
to be paid by us in such an 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.

 Members of our management
team and our independent directors will directly or indirectly own founder shares and/or private placement units following the initial
public offering 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, 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 12 months or up to 18 months from the closing of the initial public
offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement units may
expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create
an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that
subsequently declines in value and is unprofitable for public shareholders. 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.

 Shareholders May Not Have the Ability to Approve
Our Initial Business Combination

 We may conduct redemptions without
a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and
articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we
may decide to seek shareholder approval for business or other legal reasons.

 Under the Nasdaq's listing rules,
shareholder approval would be required for our initial business combination if, for example:

 we issue ordinary shares that will be equal to or in excess of 20% of the number of ordinary shares then issued and outstanding (other than in a public offering);

 any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or

 the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

 The decision as to whether
we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required
by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors,
including, but not limited to:

 the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

 the expected cost of holding a shareholder vote;

 the risk that the shareholders would fail to approve the proposed business combination;

 other time and budget constraints of the company; and

 additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

 Permitted Purchases of Our Securities

 In the event we seek shareholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares out side of the redemption
offer in compliance with the conditions set forth in SEC Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01
in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.
There is no limit on the number of shares such persons may purchase. However, they have no current commitments, plans or intentions to
engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors,
officers, advisors or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial
business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the
funds in the trust account will be used to purchase shares in such transactions. They will not make any such purchases when they are in
possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under
the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of
our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. We will adopt an insider
trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in
possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently
determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors,
including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such
purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

 In the event that our sponsor,
directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have
already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem
their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer
rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the
purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such
rules.

 The purpose of any such transactions
could be to (i) increase the likelihood of obtaining shareholder approval of the business combination, or (ii) satisfy a closing
condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our
initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities
may result in the completion of our initial business combination that may not otherwise have been possible.

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

 Our sponsor, officers, directors,
advisors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors, advisors
or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption
requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination. To the
extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential
selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against
the business combination. Such persons would select the shareholders from whom to acquire shares based on the number of shares available,
the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share
paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its
shares in connection with our initial business combination. Our sponsor, officers, directors, advisors or their affiliates will only purchase
shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

 Any purchases by our sponsor,
officers, directors, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will
only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability
for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements
that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors, advisors and/or
their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of
the Exchange Act.

 Our management team, sponsor
or any of their respective affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or
Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13
and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally,
in the event our management team, sponsor or any of their respective affiliates were to purchase public shares from public shareholders,
such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in
pertinent part, through adherence to the following:

 our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our management team, sponsor or any of their respective affiliates may purchase shares or rights from public shareholders outside the redemption process, along with the purpose of such purchases;

 if our management team, sponsor or any of their respective affiliates were to purchase public shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process;

 our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our management team, sponsor or any of their respective affiliates would not be voted in favor of approving the business combination transaction;

 our management team, sponsor or any of their respective affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

 we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

 the amount of our securities purchased outside of the redemption offer by our management team, sponsor or any of their respective affiliates, along with the purchase price;

 the purpose of the purchases by our management team, sponsor or any of their respective affiliates;

 the impact, if any, of the purchases by our management team, sponsor or any of their respective affiliates on the likelihood that the business combination transaction will be approved;

 the identities of our security holders who sold to our management team, sponsor or any of their respective affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our management team, sponsor or any of their respective affiliates; and

 the number of our securities for which we have received redemption requests pursuant to our redemption offer.

 Please see "Risk Factors —
If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may
elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public
"float" of our ordinary shares."

 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 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 as of two business days prior to the consummation of the initial business
combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public
shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00
per public share. The per-share amount we will distribute to investors who properly redeem their shares are not subject to reduction by
deferred underwriting commissions. Our 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 their founder shares, private placement shares and any public shares
they may hold in connection with the completion of our initial business combination.

 Manner of Conducting Redemptions

 We will provide our public
shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination
either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. Shareholders
will not be granted any right to redeem their securities in connection with any decision by us to extend the time frame to complete a
business combination from 12 months to up to 18 months.

 The decision as to whether
we will seek shareholder approval of a proposed 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 the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock
purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions
where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles
of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender
offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirement or we choose to seek shareholder
approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be
required to comply with Nasdaq rules.

 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, pursuant to our amended and restated
memorandum and articles of association:

 conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulates 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.

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

 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 are not purchased
by our sponsor, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net
tangible assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject to the SEC's
"penny stock" rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating
to our initial business combination. 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.

 If, however, shareholder approval
of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business
or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:

 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.

 We expect that a final proxy
statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy
statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct
redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive
and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing
or Exchange Act registration.

 In the event that we seek
shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our
public shareholders with the redemption rights described above upon completion of the initial business combination.

 If we seek shareholder approval,
unless otherwise required by applicable law, regulation or stock exchange rules, we will complete our initial business combination only
if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a simple majority
of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management
team have agreed to vote their founder shares and public shares purchased during or after the Initial Public Offering (including in open
market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties
may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving
the business combination transaction). 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 and representative shares, we would need 1,920,827, or 33.4%, of the 5,750,000 public shares sold in the Initial Public Offering
to be voted in favor of an initial business combination in order to have our initial business combination approved. Assuming that only
the holders of a majority of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum
and articles of association vote their shares at a general meeting of the Company, we will only need 6,240 of the public shares sold in
the IPO in addition to our founder shares and representative shares to be voted in favor of an initial business combination in order to
approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation
with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which
requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person
or, where proxies are allowed, by proxy at the applicable general meeting of the company. These quorum and voting thresholds and the agreement
of our initial shareholders may make it more likely that we will consummate our initial business combination. Each public shareholder
may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction, or whether they do
not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general
meeting held to approve the proposed transaction.

 Our amended and restated memorandum
and articles of association provides that in no event will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject to the SEC's
"penny stock" rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement
pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i)
cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general
corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.
In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount
of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption
will be returned to the holders thereof.

 Limitation on Redemption Upon Completion of
Our Initial Business Combination If We Seek Shareholder Approval

 Notwithstanding the foregoing,
if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with
respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as the "Excess Shares." We believe
this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use
their ability to exercise their redemption rights against a proposed business combination as a means to force us or our sponsor or its
affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this
provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption
rights if such holder's shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market
price or on other undesirable terms. By limiting our shareholders' ability to redeem no more than 15% of the shares sold in the
IPO, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our
initial business combination, particularly in connection with a business combination with a target that requires as a closing condition
that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders' ability to
vote all of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors
have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them
redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted
transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver.
However, to the extent that any such affiliate acquires public shares in the IPO or thereafter through open market purchases, it would be a
public shareholder and restricted from seeking redemption rights with respect to any Excess Shares.

 Tendering Share Certificates in Connection
with a Tender Offer or Redemption Rights

 We may require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name,"
to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents, or up to
two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or
to deliver their shares to the transfer agent electronically using The Depository Trust Company's DWAC (Deposit/ Withdrawal At Custodian)
System, rather than simply voting against the initial business combination. The tender offer or proxy materials, 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. Accordingly, a public shareholder would have from the time we send out our
tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination if
we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to
the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final
proxy statement would be mailed to public shareholders at least 20 days prior to the shareholder vote. However, we expect that a draft
proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if
we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders
to use electronic delivery of their public shares.

 There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer
agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming
holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender
their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery
must be effectuated.

 The foregoing is different
from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations,
many blank check companies would distribute proxy materials for the shareholders' vote on an initial business combination, and a
holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking
to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange
for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an "option window"
after the completion of the business combination during which he or she could monitor the price of the company's shares in the market.
If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his
or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit
before the shareholder meeting, would become "option" rights surviving past the completion of the business combination until
the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that
a redeeming holder's election to redeem is irrevocable once the business combination is approved.

 Any request to redeem such
shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the shareholder
meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection
with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such
holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds
to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of

 If our initial business combination
is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may
continue to try to complete a business combination with a different target until the end of the completion window.

 Redemption of Public Shares and Liquidation
if No Initial Business Combination

 Our sponsor, officers and
directors have agreed that we will have only 12 months from the closing of this offering or up to 18 months from the closing of this offering
if we extend the period of time to consummate a business combination, as described in more detail in this Annual Report, to complete our
initial business combination. If we are unable to complete our initial business combination within such 12-month period (or up to an 18-month
time period if we extend the period of time to consummate a business combination), we will: (1) cease all operations except for
the purpose of winding up; (2) 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 and net of income taxes payable), divided by the number of then issued
and outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including
the right to receive further liquidating distributions, if any), subject to applicable law; and (3) 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 the requirements of other applicable law.
There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to
complete our initial business combination within the 12-month (or up to 18-month if we extend the period of time to consummate a business
combination) time period.

 Our 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 and private placement shares held by them if we fail to complete our initial business
combination within the completion window. However, if our sponsor or any of our officers and directors acquires public shares after the
Initial Public Offering, it 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 completion window.

 Our sponsor, officers and directors agreed, pursuant to a letter agreement
with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify
the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination
or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with
respect to any other provision relating to shareholders' rights or pre-initial business combination activity, unless we provide
our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals),
divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our
net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC's "penny stock" rules).
If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net
tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares.

 We expect that all costs and
expenses associated with implementing our plan of liquidation, as well as payments to any creditors, will be funded from amounts held
outside the trust account, although we cannot assure you that there will 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 liquidation, to the extent that there is any
interest accrued in the trust account not required to pay income taxes, 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 the 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, the per-share redemption amount received by shareholders upon our dissolution
would be approximately $10.00 (subject to increase of up to an additional $0.20 per public share in the event that our sponsor elects
to extend the period of time to consummate a business combination, as described in more detail in this Annual Report). 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 $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide
for all creditors' claims.

 Although we will seek to have
all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders,
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 perform an analysis of the alternatives available to it and will
only enter into an agreement with a third party that has not executed a waiver if management believes that such third party's engagement
would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that
refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable
to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any
claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek
recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business
combination within the Prescribed Time Frame, or upon the exercise of a redemption right in connection with our initial business combination,
we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years
following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the
amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the
amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain
liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against
a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently
verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor's only assets
are securities of our company. None of our other officers 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 (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account
as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount
of interest which may be withdrawn to pay taxes, 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, we cannot assure you
that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 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, 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 the IPO against certain liabilities, including liabilities under the Securities Act. 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. In the event that our offering expenses exceed our estimate
of costs and expenses incurred in connection with our liquidation, we may fund such excess with funds from the funds not to be held in
the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding
amount. Conversely, in the event that the offering expenses are less than our estimate of costs and expenses incurred in connection with
our liquidation, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

 If we file a bankruptcy petition
or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject
to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over
the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to
return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy
court could seek to recover all amounts received by our shareholders. Furthermore, our board 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 upon the earlier of (i) the completion of our initial business combination, (ii)
the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum
and articles of association to (A) 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 Prescribed Time Frame or (B) with respect to any other provision relating to shareholders'
rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial
business combination within the Prescribed Time Frame, subject to applicable law. 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.

 Amended and Restated Memorandum and Articles
of Association

 Our amended and restated memorandum
and articles of association contains certain requirements and restrictions relating to the IPO that applies to us until the consummation
of our initial business combination. If we seek to amend any provisions of our amended and restated memorandum and articles of association
relating to shareholders' rights or pre-business combination activity, we will provide dissenting public shareholders with the opportunity
to redeem their public shares in connection with any such vote. Our sponsor, officers and directors have agreed to waive any redemption
rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial
business combination. Specifically, our amended and restated memorandum and articles of association provide, among other things, that:

 prior to the consummation of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) or (2) provide our public shareholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of income taxes payable) in each case subject to the limitations described herein;

 we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination;

 if our initial business combination is not consummated within the Prescribed Time Frame, as described in more detail in this Annual Report), then our existence will terminate and we will distribute all amounts in the trust account; and

 prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

 These provisions cannot be
amended without the approval of holders of at least two-thirds of our ordinary shares. In the event we seek shareholder approval in connection
with our initial business combination, our amended and restated memorandum and articles of association provides that we may consummate
our initial business combination only if approved by a majority of the ordinary shares voted by our shareholders at a duly held shareholders
meeting.

 Competition

 In identifying, evaluating
and selecting a target business for our initial business combination, we may encounter intense competition from other entities having
a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting
business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human
and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This
inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash
in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial
business combination and our outstanding rights, 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

 Facilities

 We currently maintain our
executive offices at 39 E Broadway, Suite 603, New York, NY 10002. The cost for this space is included in the $10,000 per month fee that
we will pay an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate
for our current operations.

 Employees

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

 Corporate Information

 We are a Cayman Islands exempted
company incorporated on January 18, 2024. Our executive offices are located at 39 E Broadway, Suite 603, New York, NY 10002, and
our telephone number is (412)-947-0514.

 We are required to file Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material
events in Current Reports on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC. The SEC's Internet Website is located at
In addition, we will provide copies of these documents by contacting us at the address, telephone number or facsimile number as described
above.

 Periodic Reporting and Financial Information

 We have registered our units,
ordinary shares and rights 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 tender offer materials or proxy solicitation materials
sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance
with, or be reconciled to, U.S. GAAP, or IFRS, depending on the circumstances and the historical financial statements may be required
to be audited in accordance with the PCAOB. These financial statement requirements may limit the pool of potential target businesses we
may acquire because some targets may be unable to provide such 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. While this may limit the pool of potential
acquisition candidates, we do not believe that this limitation will be material.

 We will be required to evaluate
our internal control procedures for the fiscal year ending March 31, 2026 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 comply with the independent registered public accounting firm attestation requirement on our internal control over
financial reporting. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their
internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase
the time and costs necessary to complete any such acquisition.

 Potential Conflicts

 Each of our officers and
directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one
or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity
to such entities. 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 amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no
individual serving as a director or an officer, among other persons, 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
(a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation
of which would breach an existing legal obligation of a director or officer to any other entity. 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

 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. As a result, our sponsor, officers and
directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other
special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional
conflicts of interest in pursuing an initial business combination target. However, we do not believe that any such potential conflicts
would materially affect our ability to complete our initial business combination.

 Enforcement of Civil Liabilities

 Currently, the majority of
our executive officers and directors either reside within China, are physically there for a significant portion of each year, and a majority
of them are PRC nationals. Jialuan Ma, our Chief Executive Officer and Director, holds Chinese citizenship and resides in China; Shaokang
Lu, our Chief Financial Officer, holds Chinese citizenship and resides in China; Jiawen Zhao, our Chief Investment Officer and Director,
holds Chinese citizenship and resides in China; Sze Wai Lee, our Independent Director, holds Hong Kong citizenship and resides in China;
Daniel John Paul Peart, our Independent Director, holds UK citizenship and resides in the UK; and Yan Liang, our Independent Director,
holds Chinese citizenship and resides in China. As a result, it may be difficult for you to effect service of process upon us or those
persons inside mainland China. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize
or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of U.S. securities laws
or those of any U.S. state, or whether the courts of the Cayman Islands or the PRC would entertain original actions brought in the Cayman
Islands or in the United States or any state in the United States against us or our directors or officers that are predicated upon the
federal securities laws of the United States or the securities laws of any state in the United States. In addition, there is uncertainty
as to whether the courts of the Cayman Islands would, in original actions brought in the Cayman Islands, impose liabilities against us
predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities
imposed by those provisions are penal in nature. Also, if we decide to consummate our initial business combination with a target business
based in and primarily operating in China, it is possible that substantially all or a significant portion of combined company's
assets may be located outside of the United States and some of the combined company's officers and directors may reside outside
of the United States. As a result, it may be difficult to effect service of process upon these officers and directors who reside outside
of the United States. Even with effective service of process, it may also be difficult to enforce in U.S. courts judgments obtained in
U.S. courts based on the civil liability provisions of the U.S. federal securities laws against the officers and directors.

 PRC

 The recognition and enforcement
of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments
in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where
the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written
arrangement with the U.S. that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to
the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they
decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest. As a result,
it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S.

 It may also be difficult
for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant
legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with
respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts
of another country or region to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities
regulatory authorities in the U.S. may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to
Article 177 of the PRC Securities Law, or "Article 177," which became effective in March 2020, no overseas securities
regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177
further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business
activities to foreign agencies without prior consent from the securities regulatory authority of the PRC State Council and the competent
departments of the PRC State Council. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated,
the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may
further increase difficulties faced by you in protecting your interests.

 Hong Kong

 There is also uncertainty
as to whether the courts of Hong Kong would (1) recognize or enforce judgments of U.S. courts obtained against us or our directors or
officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities
laws of any state in the United States, or (2) entertain original actions brought in Hong Kong against us or our directors or officers
that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

 In addition, judgments of
United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal
enforcement of foreign judgments between Hong Kong and the United States. However, subject to certain conditions, including but not limited
to when the judgment is for a definite sum of money in a civil matter and not in respect of taxes, fines, penalties or similar charges,
the judgment is final and conclusive rendered by a court with jurisdiction to adjudicate the matter and has not been stayed or satisfied
in full, the judgment is from a competent court, the judgment was not obtained by fraud, misrepresentation or mistake nor obtained in
proceedings which contravenes the rules of natural justice and the enforcement of the judgment is not contrary to public policy in Hong
Kong, Hong Kong courts may accept such judgment obtained from a United States court as a debt due under the rules of common law. However,
a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.

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

 Although we do not have any
PRC subsidiary or China operations, a majority of our executive officers and directors are located in, or have significant ties to, China,
which 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 through subsidiaries and VIEs 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 which financial statements are audited by an accounting
firm that the PCAOB is unable to inspect for two consecutive years. Accordingly, this may limit the pool of acquisition candidates we
may acquire in China due in part to PRC laws and regulations against foreign ownership and investment in certain assets and industries,
known as restricted industries, including, but not limited to, value added telecommunications services (except for e-commerce, domestic
multiparty communications, store-and-forward services and call centers). 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 a majority of our executive officers and directors are located in or have
significant ties to China, it may make a us a less attractive partner to certain potential target businesses as mentioned earlier.

 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
because our sponsor operates in China and our executive officers and directors are located in or have significant ties to China resulting
from PRC laws and regulations that are sometimes vague and uncertain, and which may therefore, present risks that may result in a material
change in the target company's principal operations in China, significant depreciation of the value of the combined company's
securities, or 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. While our officers and directors are not required to obtain permissions or approvals
from PRC government authorities to search for a target company, 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 potential 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 polies of the Chines government, the relations between China and
the United States, or PRC or United States regulations, which risks could have a material adverse effect on the combined company's
operations and the value of the securities of the combined company.

 Potential Approvals from the PRC Governmental
Authorities for a Business Combination

 We are not limited to a particular
industry or geographic region for purposes of consummating an initial business combination. Though we currently do not have any PRC subsidiary
or China operations, we may consummate our initial business combination with a target with principal operations in China.

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

 On February 17, 2023,
the China Securities Regulatory Commission (the "CSRC") promulgated the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies (the "Trial Administrative Measures"), which took effect on March 31, 2023.
The Trial Administrative Measures further clarified and emphasized several aspects, including: (i) comprehensive determination of the
"indirect overseas offering and listing by PRC domestic companies" in compliance with the principle of "substance over
form" and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if
the following criteria are met at the same time: a) 50% or more of the issuer's operating revenue, total profit, total assets or
net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC
domestic companies, and b) the main parts of the issuer's business activities are conducted in mainland China, or its main places
of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese
citizens or domiciled in mainland China; (ii) exemptions from immediate filing requirements for issuers that a) have already been listed
or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Administrative
Measures, and b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas
stock exchange, c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however
that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that
require filing with the CSRC; (iii) a negative list of types of issuers banned from listing overseas, such as issuers under investigation
for bribery and corruption; (iv) regulation of issuers in specific industries; (v) issuers' compliance with national security measures
and the personal data protection laws; and (vi) certain other matters such as: an issuer must file with the CSRC within three business
days after it submits an application for initial public offering to competent overseas regulators; and subsequent reports shall be filed
with the CSRC on material events, including change of control or voluntary or forced delisting of the issuer(s) who have completed overseas
offerings and listings.

 The Regulations on Mergers
and Acquisitions of Domestic Companies by Foreign Investors (the "M&A Rules"), adopted by six PRC regulatory agencies
in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities
in a PRC company to obtain the approval of CSRC prior to the listing and trading of such special purpose vehicle's securities on
an overseas stock exchange. The scope of the M&A Rules covers two types of transactions: (a) equity deals where the acquisition by
a foreign investor, i.e., the offshore special purpose vehicle, of equity in a "PRC domestic company," and (b) asset deals
where the acquisition by an offshore special purpose vehicle of the assets of a "PRC domestic company." Neither the equity
deals or the asset deals will be involved in our business combination process with a China-based target for the reason that the offshore
special purpose vehicle of such China-based target directly holds shares through the wholly foreign owned enterprise(s) or WFOE, which
are established by means of direct investment rather than by equity deals or asset deals under the M&A Rules. To date, the CSRC has
not issued any definitive rules or interpretations concerning whether offerings such as the indirect listing of a China-based entity as
part of the business combination are subject to the CSRC approval procedures under the M&A Rules. As a result, based on our management's
understanding of the current PRC laws, rules, regulations and local market practices, the CSRC's approval under the M&A Rules
will not be required in the context of our business combination with a China-based target. However, substantial uncertainty remains regarding
the scope and applicability of the M&A Rules to offshore special purpose vehicles and the above analysis are subject to any new laws,
rules and regulations or detailed implementation and interpretations in any form relating to the M&A Rules. We cannot assure you that
relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do. It is possible that we may need to obtain
approvals or permissions from CSRC in order for us to complete a business combination with a China-based target pursuant to the M&A
Rules. If we are required to obtain such approvals, we cannot assure we will be able to receive them in a timely manner, or at all.

 In addition, on December 24,
2021, the CSRC released for public comments Provisions of the State Council on the Administration of Overseas Securities Offering and
Listing by Domestic Companies (Draft for Comments) and Administrative Measures for the Filing of Overseas Securities Offering and Listing
by Domestic Companies (Draft for Comments) (the "Draft Rules"). The Draft Rules, if declared into effect, will implement a
new regulatory framework requiring Chinese businesses to file with CSRC when pursuing overseas listings. The Draft Rules propose a new
filing system for all Chinese companies (including the VIE-structured companies) that are pursuing listings outside mainland China. An
overseas listing is required to be filed with CSRC within three working days (i) following the submission of IPO application in the case
of an IPO (or similar application in the case of a dual listing on another market), or (ii) following the submission of offering/registration
applications (or following the first announcement of the transaction, as applicable) in the case of a SPAC listing or "back-door"
listing. It is our management's understanding that the Draft Rules, if enacted as it is, will subject a China-based target to the
new filing system if we decide to consummate our initial business combination with such target. The China-based target and the combined
company may be subject to additional compliance requirements in the future if a final rule is adopted with material changes from the Draft
Rules. Though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us, we cannot
assure you that we will be able to receive clearance of such filing requirements in a timely manner, or at all.

 On December 27, 2021,
the National Development and Reform Commission (the "NDRC") and the Ministry of Commerce (the "MOFCOM") promulgated
Special Administrative Measures (Negative List) for the Access of Foreign Investment (2021 Version), effective as of January 1, 2022
(the "Negative List"). Compared to the previous version, there are no specific industries added to the list but, for the first
time, it declares China's jurisdiction over (and detailed regulatory requirements on) overseas listings made by Chinese businesses
in the so-called "Prohibited Industries." According to Article 6 of the Negative List, domestic enterprises engaging in businesses
in which foreign investment is prohibited shall obtain approval from the relevant authorities before offering and listing their shares
on an overseas stock exchange. In addition, certain foreign investors shall not be involved in the operation or management of the relevant
enterprise, and shareholding percentage restrictions under relevant domestic securities investment management regulations shall apply
to such foreign investors. The intended scope of such jurisdiction was further clarified by NDRC officials on a press conference held
on January 18, 2022.

 On July 6, 2021, the
General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the
Opinions on Strictly Cracking Down on Illegal Securities Activities According to Law (the "Opinions"), which call for strengthened
regulation over illegal securities activities and supervision on overseas listings by China-based companies and propose to take effective
measures, such as promoting the development of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed
companies.

 Uncertainties still exist
as to how the M&A Rules could be interpreted or implemented in the future, and the Opinions stated above is subject to any new laws,
rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.

 Furthermore, pursuant to
the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People's Congress on November 7,
2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure
operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases
internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the Cyberspace
Administration of China (the "CAC"). In April 2020, the CAC and certain other PRC regulatory authorities promulgated
the Measures for Cybersecurity Review, which requires that operators of critical information infrastructure must pass a cybersecurity
review when purchasing network products and services which do or may affect national security. On January 4, 2022, the CAC, in conjunction
with 12 other government departments issued the New Measures for Cybersecurity Review (the "New Measures"). The New Measures
amends the Measures for Cybersecurity Review (Draft Revision for Comments) (the "Draft Measures") released on July 10,
2021 and came into effect on February 15, 2022. The PRC Data Security Law, which took effect on September 1, 2021, imposes data
security and privacy obligations on entities and individuals that carry out data activities, provides for a national security review procedure
for data activities that may affect national security and imposes export restrictions on certain data and information. On August 20,
2021, the Standing Committee of the People's Congress promulgated the PRC Personal Information Protection Law (the "PIPL"),
which is to take effect on November 1, 2021. The PIPL sets out the regulatory framework for the handling and protection of personal
information and the transmission of personal information overseas. If our potential future target business in China involves collecting
and retaining internal or customer data, it is our management's understanding that such target business might be subject to the
relevant cybersecurity laws and regulations, including the PRC Cybersecurity Law and the PIPL as discussed above, and that such target
business needs to go through the cybersecurity review process before effecting a business combination if it is deemed as a critical information
infrastructure operator purchasing internet products and services that affects or may affect national security, a network platform operator
that affect or may affect national security, or a network platform operator with personal information of more than one million users.
Since the New Measures is new, the implementation and interpretation thereof are not yet clear.

 Pursuant to the Holding Foreign
Companies Accountable Act, or the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB
is unable to inspect or completely investigate registered public accounting firms headquartered in (1) mainland China of the PRC because
of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative Region and dependency of
the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB's report identified the specific
registered public accounting firms which are subject to these determinations. On December 15, 2022, the PCAOB announced that PCAOB
has secured complete access to inspect and investigate public accounting firms headquartered in mainland China and Hong Kong, and vacated
previous determinations to the contrary. However, uncertainties exist with respect to the implementation of this framework and there is
no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations in a manner that satisfies
the Protocol. Should PRC authorities obstruct or otherwise fail to facilitate the PCAOB's access — in any way and at any point
in the future — the Board of the PCAOB will act immediately to consider the need to issue a new determination. Our auditor, Audit
Alliance LLP, headquartered in Singapore, is an independent registered public accounting firm with the PCAOB and has been inspected by
the PCAOB on a regular basis. Audit Alliance LLP is not headquartered in mainland China or Hong Kong and was not identified in the Determination
Report as a firm subject to the PCAOB's determinations. As a special purpose acquisition company, our current business activities
only involve the preparation of the initial public offering and searching for targets and consummating a business combination following
the initial public offering.

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

 No PRC legal counsel has
been retained for purpose of the initial public offering and consequently the company did not rely on the advice of PRC counsel. The above
discussion is based on our management's understanding of the current PRC laws, rules, regulations and local market practices and
we cannot assure you that our management's understanding is correct. If we engage in our business combination process with a China-based
target, we expect to retain legal experts in the PRC and the U.S. that are experienced with structuring offshore transactions with U.S.
public companies. Additionally, we expect that the PRC legal expert will advise us and provide its opinion of counsel relating to the
approvals from the PRC Governmental Authorities for the business combination and we cannot assure you that the PRC legal counsel will
reach the same conclusion as our management's assessment above. We plan to consult with PRC government officials when possible to
assist us with complying with these structuring considerations and changing developments.

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

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

 If we decide to consummate
our initial business combination with a target business based in and primarily operating in China, the combined company whose securities
will be listed on a U.S. stock exchange may make capital contributions or extend loans to its PRC subsidiaries through intermediate holding
companies subject to compliance with relevant PRC foreign exchange control regulations. After the business combination, the combined company's
ability to pay dividends, if any, to the shareholders and to service any debt it may incur will depend upon dividends paid by its PRC
subsidiaries. Under PRC laws and regulations, PRC companies are subject to certain restrictions with respect to paying dividends or otherwise
transferring any of their net assets to offshore entities. In particular, under the current PRC laws and regulations, dividends may be
paid only out of distributable profits. Distributable profits are the net profit as determined under Chinese accounting standards and
regulations, less any recovery of accumulated losses and appropriations to statutory and other reserves required to be made. A PRC company
is required to set aside at least 10% of its after-tax profits each year to fund certain statutory reserve funds (up to an aggregate amount
equal to half of its registered capital). As a result, the combined company's PRC subsidiaries may not have sufficient distributable
profits to pay dividends to the combined company. Furthermore, if certain procedural requirements are satisfied, the payment in foreign
currencies on current account items, including profit distributions and trade and service-related foreign exchange transactions, can be
made without prior approval from State Administration of Foreign Exchange (the "SAFE") or its local branches. However, where
Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated
in foreign currencies, approval from or registration with competent government authorities or its authorized banks is required.

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

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

 Corporate Information

 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 an "emerging
growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by
the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act
of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and 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 the initial
public offering, (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 ordinary shares that is 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. References herein to "emerging growth company" shall have the meaning associated with it in the JOBS
Act.

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

 We are a Cayman Islands exempted
company incorporated on January 18, 2024. Our executive offices are located at 39 E Broadway, Suite 603, New York, NY 10002.

 Exempted companies are Cayman
Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions
of the Companies Act.

 Legal Proceedings

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

 Summary of Risk Factors

 Our business is subject to
numerous risks and uncertainties, including those highlighted in the section title "Risk Factors," that represent challenges
that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances
described in the section titled "Risk Factors," alone or in combination with other events or circumstances, may adversely
affect our ability to effect a business combination, and may have an adverse effect on our business, cash flows, financial condition and
results of operations. This summary only highlights the more detailed information appearing elsewhere in this annual report. You should
read this entire annual report carefully, including the information under "Risk Factors" and our financial statements and
the related notes included elsewhere in this annual report, before investing.

 General Risks to Investing in a SPAC entity
and Completing a Business Combination

 We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;

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

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

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

 The fact that our sponsor has substantial ties with a non-U.S. person could impact our ability to complete our initial business combination;

 A majority of our executive officers and directors being located in or having significant ties to China, it may subject us to further risks;

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

 If we seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote;

 Our sponsor has the right to extend the term we have to consummate our initial business combination, without providing our shareholders with redemption rights;

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

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

 We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our rights will expire worthless;

 Our letter agreement with our sponsor, directors and officers may be amended without shareholder approval;

 We may approve an amendment or waiver of the letter agreement that would allow our sponsor to directly, or members of our sponsor to indirectly, transfer founder shares and private placement units in a transaction in which the sponsor removes itself as our sponsor before identifying a business combination, which may deprive us of key personnel;

 If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float" of our ordinary shares;

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

 NASDAQ may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions or reduce protections under NASDAQ rules available to them;

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

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

 If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption, and our rights will expire worthless;

 If the net proceeds of the initial public offering not being held in the trust account are insufficient to allow us to operate for at least the next 12 months (or up to 18 months from the closing of the initial public offering if we extend the period of time to consummate a business combination, as described in more detail in this annual report), we may be unable to complete our initial business combination;

 If third parties bring claims against us, the
 proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00
 per share;

 If we are unable to consummate our initial business combination within 12 months (or up to 18 months from the closing of the initial public offering if we extend the period of time to consummate a business combination, as described in more detail in this annual report) of the closing of the initial public offering, our public shareholders may be forced to wait beyond such 12 months (or up to 18 months) before redemption from our trust account;

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

 Item 1A. RISK FACTORS

 As a smaller reporting company,
we are not required to include risk factors in this Annual Report. However, below is a partial list of material risks, uncertainties and
other factors that could have a material effect on the Company and its operations:

 An investment in our securities
involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained
in this Annual Report, before making a decision to invest in our units. If any of the following events occur, our business, financial
condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline,
and you could lose all or part of your investment.

 General Risks to Investing in a SPAC entity
and Completing a Business Combination

 We have no operating history and no revenues,
and you have no basis on which to evaluate our ability to achieve our business objective.

 We were incorporated in 2024
under the laws of the Cayman Islands and did not commence operations until completing our IPO. Because we lack an operating history, you
have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with
one or more target businesses. We currently have no arrangements or understandings with any prospective target business concerning a business
combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we
will never generate any operating revenues.

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

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

 In addition, because there
are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition
for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved
financial terms.

 Attractive deals could also
become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional
capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or
otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result in our inability to
consummate an initial business combination on terms favorable to our investors altogether.

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

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

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

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

 The fact that our sponsor has substantial
ties with a non-U.S. person could impact our ability to complete our initial business combination.

 We may not be able to complete
an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment
regulations and review by a U.S. government agency such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.

 Our sponsor, UY Scuti Investments
Limited, a British Virgin Islands company, is controlled by Mr. Guojian Zhang, a non-US person. Our sponsor currently owns approximately
21.92% of our outstanding shares following our initial public offering. Certain federally licensed businesses in the United States, such
as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency
committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine
the effect of such transactions on the national security of the United States. Because we may be considered a "foreign person"
under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or
which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS
review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA") to include certain non-passive,
non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business.
FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings.
If our initial business combination with any potential target company falls within the scope of foreign ownership restrictions, we may
be unable to consummate a business combination with such business. In addition, if our business combination falls within CFIUS's
jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the
initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.
CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect
to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded
without first obtaining CFIUS clearance.

 Moreover, the process of
government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete its initial business
combination (12 months, or up to 18 months, if we extend the time to complete a business combination), our failure to obtain any required
approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive the
cash held in the trust account, and rights will expire worthless. This will also cause you to lose any potential investment opportunity
in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

 A majority of our executive officers and
directors being located in or having significant ties to China may subject us to further risks.

 Jialuan Ma, our Chief Executive
Officer and Director, holds Chinese citizenship and resides in China; Shaokang Lu, our Chief Financial Officer, holds Chinese citizenship
and resides in China; Jiawen Zhao, our Chief Investment Officer and Director, holds Chinese citizenship and resides in China; Sze Wai
Lee, our Independent Director, holds Hong Kong citizenship and resides in China; Daniel John Paul Peart, our Independent Director, holds
UK citizenship and resides in the UK; and Yan Liang, our Independent Director, holds Chinese citizenship and resides in China. Because
a majority of our executive officers have significant ties to China and/or are located in China, if we are mistaken about the application
of certain laws or regulations in China, or if the current interpretation by China should change, we and our investors may be subject
to the following risks:

 the relevant PRC governmental authorities, including the CSRC, may not reach the same conclusion as us about the application of current PRC laws and regulations, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretations of current rules which would require us to obtain CSRC or other PRC governmental approvals for a securities offering and if the CSRC or another PRC governmental authority subsequently determines that its approval is needed for an offering, we may face approval delays, adverse actions or sanctions by the CSRC or other PRC governmental authorities;

 uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to our shareholders and us; and

 any actions by the Chinese government, including any regulatory or other action or decision to intervene or influence our operations or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may result in a material change to our operations, affect the liquidity of our securities by limiting or completely preventing us from offering or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

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

 As of March 31, 2025, we had
$17,221 in cash and cash equivalents, a working capital deficit of $138,268 and shareholders' deficit of $163,268. For the fiscal
year ended March 31, 2025, we had a net loss of $156,520 and negative cash flow of $203,779 in operating activities. Further, we expect
to incur significant costs in pursuit of our financing and acquisition plans. Management's plans to address this need for capital
are discussed in the section of this Annual Report titled "Management's Discussion and Analysis of Financial Condition and
Results of Operations." Our plans to raise capital and to consummate our initial business combination may not be successful. These
factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere
in this Annual Report do not include any adjustments that might result from our inability to continue as a going concern.

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

 We may not hold a shareholder
vote to approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman
Islands law, the Amended and Restated Memorandum and Articles of Association, or the rules of the NASDAQ, or if we decide to hold a shareholder
vote for business or other reasons. Examples of transactions that would not ordinarily require shareholder approval include asset acquisitions
and share purchases, while transactions such as direct mergers with our company or transactions where we issue more than 20% of our outstanding
shares would require shareholder approval. For instance, the NASDAQ rules currently allow us to engage in a tender offer in lieu of a
shareholder meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our outstanding
shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that
required us to issue more than 20% of our outstanding shares, we would seek shareholder approval of such business combination. Except
as required by law or NASDAQ rules, the decision as to whether we will seek shareholder approval of a proposed business combination or
will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on
a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek
shareholder approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the issued and
outstanding ordinary shares do not approve of the business combination we consummate.

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

 Unlike other blank check
companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the
public shareholders in connection with an initial business combination, our sponsor, officers and directors have agreed (and their permitted
transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private placement
shares held by them, as well as any public shares purchased during or after our initial public offering, in favor of our initial business
combination. Our sponsor currently owns approximately 21.92% of our issued and outstanding ordinary shares and we expect it to maintain
that percentage interest at the time of any such shareholder vote. As a result, in addition to our initial shareholder's founder
shares and the Representative Shares, we would need only 1,920,827, or approximately 33.4%, of the 5,750,000 public shares sold in our
IPO to be voted in favor of a transaction (assuming all outstanding shares are eligible to vote and are voted) in order to have our initial
business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that
the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance
with the majority of the votes cast by our public shareholders. Further, assuming that only the holders of a simple majority of our issued
and outstanding ordinary shares vote their shares at a general meeting of the company, representing a quorum under our amended and restated
memorandum and articles of association, we will only need 6,240 public shares sold in our IPO to be voted in favor of a transaction in
addition to our initial shares and Representative Shares to be voted in favor of an initial business combination in order to approve
an initial business combination.

 Our initial shareholders may exert a substantial influence on
actions requiring a shareholder vote, potentially in a manner that you do not support.

 As of the date of this Annual
Report, our initial shareholders own shares representing approximately 22% of our issued and outstanding ordinary shares. Accordingly,
they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including
amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our initial
shareholders purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their
control. In addition, we may not hold an annual general meeting to elect new directors prior to the completion of our initial business
combination, in which case all of the current directors, who were elected by our initial shareholders, will continue in office until at
least the completion of the initial business combination.

 Our sponsor has the right to extend the
term we have to consummate our initial business combination, without providing our shareholders with redemption rights.

 We have until 12 months from
the closing of our IPO to consummate our initial business combination. However, if we anticipate that we may not be able to consummate
our initial business combination within 12 months, we may, by resolution of our board of directors if requested by our sponsor, extend
the period of time to consummate a business combination up to two (2) times, each by an additional three months (for a total of up to
18 months to complete a business combination), subject to the deposit of additional funds into the trust account by our sponsor or its
affiliates or designees. Our shareholders will not be entitled to vote or redeem their shares in connection with any such extension. In
order for the time available for us to consummate our initial business combination to be extended, our sponsors, or its affiliates or
designees, must deposit into the trust account $575,000 (approximately $0.10 per public share) per three-month extension, up to an aggregate
of $1,150,000, or $0.20 per public share (for the up to six months' extension period), on or prior to the date of the applicable
deadline, for each extension.

 Any such payments would be
made in the form of a non-interest-bearing loan from our sponsor or its affiliates or designees and would be repaid, if at all, from funds
released to us upon completion of our initial business combination. The obligation to repay any such loans may reduce the amount available
to us to pay as purchase price in our initial business combination, and/or may reduce the amount of funds available to the combined company
following the initial business combination. This feature is different than the traditional special purpose acquisition company structure,
in which any extension of the company's period to complete a business combination requires a vote of the company's shareholders
and shareholders have the right to redeem their public shares in connection with such vote, and which do not provide the sponsor with
the right to loan funds to the company to fund extension payments.

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

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

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

 We may seek to enter into
a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net
worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such
closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem
our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business
combination. Similarly, in no event will we redeem our public shares in an amount that would cause our net tangible asset or cash requirement
to be lower than any net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.
Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets or cash requirement to be less
than the amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related
business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and,
thus, may be reluctant to enter into a business combination transaction with us.

 The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial business combination would be unsuccessful and may not allow us to complete the most desirable business combination
or optimize our capital structure.

 At the time we enter into an agreement for our initial business combination,
we will not know how many shareholders may exercise their redemption rights, and therefore we will need to structure the transaction based
on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires
us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,
we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In
such circumstances, the probability that our initial business combination would be unsuccessful is increased. In addition, if a larger
number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater
portion of the cash in the trust account or arrange for third party financing. Raising additional third-party financing may involve dilutive
equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to
complete the most desirable business combination available to us or optimize our capital structure. If our initial business combination
is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in
need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a
discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment
or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the
open market.

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

 Any potential target business
with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination
within 12 months from the closing of our IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate
a business combination). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing
that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial
business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition,
we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected
upon a more comprehensive investigation.

 We may not be able to complete our initial
business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up
and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share, or less
than such amount in certain circumstances, and our rights will expire worthless.

 Our amended and restated
memorandum and articles of association provides that we must complete our initial business combination within 12 months from the closing
of our IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a business combination). We may
not be able to find a suitable target business and complete our initial business combination within such time period. If we have not completed
our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of income
taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public
shares, which redemption will completely extinguish 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 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 the requirements of other applicable law. In such case, our
public shareholders may only receive $10.00 per share, and our rights will expire worthless. In certain circumstances, our public shareholders
may receive less than $10.00 per share on the redemption of their shares. If third parties bring claims against us, the proceeds held
in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share (subject
to increase of up to an additional $0.20 per share in the event that our sponsor elects to extend the period of time to consummate a business
combination by the full six months).

 Our letter agreement with our sponsor, directors
and officers may be amended without shareholder approval.

 Our letter agreement with
our sponsor, directors and officers contains provisions relating to transfer restrictions of our founder shares, private placement units
and restricted ordinary shares, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions
from the trust account. The letter agreement may be amended without shareholder approval (although releasing the parties from the restrictions
not to transfer the founder shares will require the prior written consent of the underwriters). While we do not expect our board to approve
any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its
business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments
to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment
in our securities.

 We may approve an amendment or waiver of
the letter agreement that would allow our sponsor to directly, or members of our sponsor to indirectly, transfer founder shares and private
placement units in a transaction in which the sponsor removes itself as our sponsor before identifying a business combination, which may
deprive us of key personnel.

 While there is no current
intention to do so, and the members of our management team and sponsor have not done so with any previously formed SPACs, we may approve
an amendment or waiver of the letter agreement that would allow the sponsor to directly, or members of our sponsor to indirectly, transfer
founder shares and private placement units in a transaction in which the sponsor removes itself as our sponsor before identifying a business
combination. As a result, there is a risk that our sponsor and our officers and directors may divest their ownership or economic interests
in us or in our sponsor, which would likely result in our loss of certain key personnel. There can be no assurance that any replacement
sponsor or key personnel will successfully identify a business combination target for us, or, even if one is so identified, successfully
complete such business combination.

 Our sponsor may decide not to extend the
term we have to consummate our initial business combination, in which case we would cease all operations except for the purpose of winding
up and we would redeem our public shares and liquidate, and the rights will be worthless.

 We will have until 12 months
from the closing of our IPO to consummate our initial business combination. However, if we anticipate that we may not be able to consummate
our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of
time to consummate a business combination up to two (2) times, each by an additional three months (for a total of up to 18 months to complete
a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. In order for the
time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees must deposit
into the trust account $575,000 (approximately $0.10 per public share) per three month extension, up to an aggregate of $1,150,000, or
$0.20 per public share, on or prior to the date of the applicable deadline, for each extension. Any such payments would be made in the
form of a loan made from our sponsor or its affiliates or designees to us. The terms of the promissory note to be issued in connection
with any such loans have not yet been negotiated other than that any such loan would be interest free and not be repaid unless we consummate
a business combination. Consequently, such loans might not be made on the terms described in the prospectus from our initial public offering.
Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial
business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held
in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. In such event, the rights will be worthless.

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

 If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions
or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation
to do so. The Securities Act registration statement or proxy statement filed for the business combination transaction should disclose
the possibility that our sponsor or its affiliates will purchase our securities outside the redemption process, along with the purpose
of such purchases. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of
our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our
sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders
who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections
to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by sponsor, initial shareholders, directors, officers,
advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which
provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

 Additionally, at any time
at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information),
our sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others
to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not
redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not
formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares
in such transactions. The purpose of such purchases could be to (i) increase the likelihood of closing the business combination or (ii)
satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at
the closing of our initial business combination, where it appears that such requirement would otherwise not be met. This may result in
the completion of our initial business combination that may not otherwise have been possible. To the extent that any public shares are
purchased such purchases will be in compliance with all of the requirements set forth in Tender Offers and Schedules Compliance and Disclosure
Interpretations Question 166.01 promulgated by the SEC, including that such public shares will not be voted.

 Any such purchases will be
reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such
reporting requirements. Additionally, in the event our sponsor, initial shareholders, directors, officers, advisors and their affiliates
were to purchase public shares from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under
the Exchange Act including, in pertinent part, through adherence to the following:

 our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase public shares from public shareholders outside the redemption process, along with the purpose of such purchases;

 if our sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase public shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process;

 our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders, directors, officers, advisors and their affiliates would not be voted in favor of approving the business combination transaction;

 our sponsor, initial shareholders, directors, officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

 we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items: (i) the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders, directors, officers, advisors and their affiliates, along with the purchase price; (ii) the purpose of the purchases by our sponsor, initial shareholders, directors, officers, advisors and their affiliates; (iii) the impact, if any, of the purchases by our sponsor, initial shareholders, directors, officers, advisors and their affiliates on the likelihood that the business combination transaction will be approved; (iv) the identities of our security holders who sold to our sponsor, initial shareholders, directors, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers, advisors and their affiliates; and (v) the number of our securities for which we have received redemption requests pursuant to our redemption offer.

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

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

 We will comply with the tender
offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our
compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may
not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that
we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures
that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder fails to comply with these
procedures, its shares may not be redeemed.

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

 Our public shareholders will
be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our initial business combination,
(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum
and articles of association to (A) 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 12 months from the closing of our IPO (or up to 18 months from the closing of our IPO if we extend
the period of time to consummate a business combination) or (B) with respect to any other provision relating to shareholders' rights
or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business
combination within 12 months from the closing of our IPO (or up to 18 months from the closing of our IPO if we extend the period of time
to consummate a business combination), subject to applicable law and as further described herein. In no other circumstances will a public
shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced
to sell your public shares or rights, potentially at a loss.

 NASDAQ may delist our securities from trading
on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading
restrictions or reduce protections under NASDAQ rules available to them.

 Our units have been approved
for listing on NASDAQ. Upon the date that our ordinary shares and rights began to trade separately, they were separately listed on
NASDAQ. Although our securities are listed for trading on NASDAQ, we cannot assure you that our securities will continue to be listed
on NASDAQ in the future or prior to our initial business combination. In order to continue listing our securities on NASDAQ prior to our
initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum
amount in shareholders' equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).
Additionally, following closing of our initial business combination, we will be required to demonstrate compliance with NASDAQ's
initial listing requirements on a post-closing basis, which are more rigorous than NASDAQ's continued listing requirements, in order
to continue to maintain the listing of our securities on NASDAQ. For instance, after closing, our share price would generally be required
to be at least $4.00 per share, our shareholders' equity would generally be required to be at least $5.0 million and we would be
required to have a minimum of 300 round lot holders of our securities. We cannot assure you that we will be able to meet those initial
listing requirements at that time.

 If NASDAQ delists our securities
prior to closing of any business combination, we and our investors could be subject to the following adverse consequences:

 a limited availability of market quotations for our securities;

 reduced liquidity for our securities;

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

 the lack of protection afforded under NASDAQ rules that requires any business combination have a fair market value of at least 80% of the assets held in trust.

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

 a limited availability of market quotations for our securities;

 reduced liquidity for our securities;

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

 a limited amount of news and analyst coverage; and

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

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

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

 Since the net proceeds of
our IPO and the sale of the private placement units are intended to be used to complete an initial business combination with a target
business that has not been identified, we may be deemed to be a "blank check" company under the United States securities laws.
However, because we will have net tangible assets in excess of $5,000,001 upon the successful completion of our IPO and the sale of the
private placement units and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt
from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not
be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we may
have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our
initial public offering was subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the
trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial

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

 If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as
defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate
of 15% of the shares sold in our IPO, which we refer to as the "Excess Shares." However, we would not be restricting our shareholders'
ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem
the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material
loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions
with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number
of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially
at a loss.

 If we are unable to complete our initial
business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our
redemption, and our rights will expire worthless.

 We expect to encounter intense
competition from other entities having a business objective similar to ours, including private investors (which may be individuals or
investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses
we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors
possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially
acquire with the net proceeds of our IPO and the sale of the private placement units, our ability to compete with respect to the acquisition
of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation
gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, if we are obligated to pay cash for the
ordinary shares redeemed and, in the event we seek shareholder approval of our initial business combination, we make purchases of our
ordinary shares, potentially reducing the resources available to us for our initial business combination. Any of these obligations may
place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business
combination, our public shareholders may receive only approximately $10.00 per share (or less in certain circumstances) on the liquidation
of our trust account and our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00
per share on the redemption of their shares.

 If the net proceeds of our IPO not being
held in the trust account are insufficient to allow us to operate for at least the next 12 months (or up to 18 months from the closing
of our IPO if we extend the period of time to consummate a business combination), we may be unable to complete our initial business combination.

 The funds available to us
outside of the trust account may not be sufficient to allow us to operate for at least the next 12 months (or up to 18 months from the
closing of our IPO if we extend the period of time to consummate a business combination), assuming that our initial business combination
is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Management's plans
to address this need for capital and potential loans from certain of our affiliates are discussed in the section of this Annual Report titled
"Management's Discussion and Analysis of Financial Condition and Results of Operations." However, our affiliates are
not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary
to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern
at such time.

 We believe that, upon the
closing of our IPO, the funds available to us outside of the trust account, will be sufficient to allow us to operate for at least the
next 12 months (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a business combination);
however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available
to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down
payment or to fund a "no-shop" provision (a provision in letters of intent designed to keep target businesses from "shopping"
around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed
business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for
the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our
breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target
business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00
per share (or less in certain circumstances) on the liquidation of our trust account and our rights will expire worthless. In such case,
our public shareholders may only receive $10.00 per share, and our rights will expire worthless. In certain circumstances, our public
shareholders may receive less than $10.00 per share on the redemption of their shares. If third parties bring claims against us, the proceeds
held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share"
and other risk factors herein.

 If the net proceeds of our IPO and the sale
of the private placement units not being held in the trust account are insufficient, it could limit the amount available to fund our search
for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management
team to fund our search, to pay our taxes and to complete our initial business combination.

 Of the net proceeds of our
IPO and the sale of the private placement units and after payment of offering expenses, only approximately $500,000 will be available
to us initially outside the trust account to fund our working capital requirements. In the event that our offering expenses exceed our
estimate of $500,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend
to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are
less than our estimate of $500,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding
amount. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third
parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under
any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust
account or from funds released to us upon completion of our initial business combination. If we are unable to complete our initial business
combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
Consequently, our public shareholders may only receive approximately $10.00 per share (or less in certain circumstances) on our redemption
of our public shares, and our rights will expire worthless. In such case, our public shareholders may only receive $10.00 per share, and
our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption
of their shares.

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

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

 If third parties bring claims against us,
the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than
$10.00 per share.

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

 Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee
that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we
are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in
connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived
that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public
shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.

 Our sponsor has agreed that
it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target
business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below
(i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of
the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes,
except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as
to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities
Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible
to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds
to satisfy their indemnity obligations and believe that our sponsor's only assets are securities of our company. Our sponsor may
not have sufficient funds available to satisfy those obligations. We have not asked our sponsor to reserve for such obligations, and therefore,
no funds are currently set aside to cover any such 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 $10.00 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.

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

 In the event that the proceeds
in the trust account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser amount per share held in the trust
account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of
the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has
no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against
our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action
on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising
their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification
obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00
per share.

 If, after we distribute the proceeds in
the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us
that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as
having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive
damages.

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

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

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

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

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

 restrictions on the nature of our investments; and

 restrictions on the issuance of securities;

 each of which may make it difficult for us to complete our initial business combination.

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

 registration as an investment company;

 adoption of a specific form of corporate structure; and

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

 We do not believe that our
anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested
by the trustee only in United States government treasury bills with a maturity of 185 days or less or in money market funds investing
solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the
investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided
in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance
with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability
to complete a business combination. If we are unable to complete our initial business combination, our public shareholders may receive
only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our rights will expire
worthless.

 There is currently uncertainty
concerning the applicability of the Investment Company Act to a special purpose acquisition company, like us, and we may in the future
be subject to a claim that we have been operating as an unregistered investment company. Since the assets in our trust account will be
securities, there is nevertheless a risk that we could be considered to be operating as an unregistered investment company under the Investment
Company Act. Notwithstanding our investing the proceeds of our IPO as discussed above, we may nonetheless be deemed to be subject to the
Investment Company Act. If we are found to be an investment company under the Investment Company Act, we could be required to materially
restructure our activities, wind down our operations, or register as an investment company under the Investment Company Act, which could
have a material adverse effect on our business, financial condition and results of operations. Compliance with these additional regulatory
burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business
combination, force us to abandon our efforts to complete an initial business combination or result in our liquidation. If we are unable
to complete our initial business combination or are required to liquidate, our public shareholders may receive only approximately $10.00
per share on the liquidation of our trust account and our rights will expire worthless. As a result, our public shareholders will lose
the investment opportunity in a target company and any price appreciation in the combined company. While we do not believe that our anticipated
principal activities will subject us to the Investment Company Act, if any facts and circumstances change over time which would materially
impact the risk that we may be considered to be operating as an unregistered investment company, we will update our disclosure to reflect
such changes.

 The longer that the funds
in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities,
the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate.

 To mitigate the risk that we might be deemed
to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities
held in the trust account and instead to hold the funds in the trust account in cash until the earlier of the consummation of our initial
business combination or our liquidation. As a result, following the liquidation of securities in the trust account, the interest earned
on the funds held in the trust account may be materially reduced, which would reduce the dollar amount our public shareholders would receive
upon any redemption or liquidation of the Company.

 We intend to initially hold
the funds in the trust account as cash or in U.S. government treasury obligations with a maturity of 185 days or less or in money market
funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment
Company Act. U.S. government treasury obligations are considered "securities" for purposes of the Investment Company Act,
while cash is not. As noted above, one of the factors the SEC identified as relevant to the determination of whether a SPAC which holds
securities could potentially be deemed an "investment company" under the Investment Company Act is the SPAC's duration.
To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A)
of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct Continental
Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations
or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation
of our initial business combination or liquidation of the company. Following such liquidation, the rate of interest we receive on the
funds held in the trust account may be materially decreased. However, interest previously earned on the funds held in the trust account
still may be released to us to pay our taxes, if any, and working capital. As a result, any decision to liquidate the securities held
in the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount our public shareholders
would receive upon any redemption or liquidation of the company.

 If we are deemed to be an investment company
for purposes of the Investment Company Act, we could be forced to liquidate and investors in our company would not be able to participate
in any benefits of owning stock in an operating business, including the potential appreciation of our stock following a business combination.

 As indicated above, we have
12 or if extended, up to 18 months from the closing of our IPO to consummate an initial business combination. It is possible that a claim
in the future could be made that we have been operating as an unregistered investment company. It is also possible that the investment
of funds from our IPO and private placement of units during our life as a blank check company, and the earning and use of interest from
such investment, both of which will likely continue until we consummate an initial business combination, could increase the likelihood
of us being found to have been operating as an unregistered investment company more than if we sought to potentially mitigate this risk
by holding such funds as cash. Furthermore, the longer the funds are invested in United States "government securities" within
the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury
obligations, the greater the risk could be that we are considered an investment company. If we are deemed to be an investment company
for purposes of the Investment Company Act and found to have been operating as an unregistered investment company, it could cause us to
liquidate. If we are forced to liquidate, investors in our company would not be able to participate in any benefits of owning stock in
an operating business, including the potential appreciation of our stock following a business combination.

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

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

 On January 24, 2024,
the SEC issued final rules (the "2024 SPAC Rules"), effective as of 125 days following the publication of the 2024 SPAC Rules
in the Federal Register, that formally adopted some of the SEC's proposed rules for SPACs that were released on March 30,
2022. The 2024 SPAC Rules, among other items, impose additional disclosure requirements in initial public offerings by SPACs and business
combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business
combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings,
as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability
of certain participants in proposed business combination transactions; and could impact the extent to which SPACs could become subject
to regulation under the Investment Company Act of 1940. The 2024 SPAC Rules may materially adversely affect our business, including our
ability to negotiate and complete, and the costs associated with, our initial business combination, and results of operations.

 Our search for an initial business combination,
and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected
by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas
conflict.

 United States and global
markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict
and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty
Organization ("NATO") deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the
European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals
and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication
(SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or
other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia
and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by
NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global
security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts
are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital
markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions
could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

 Any of the abovementioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect our
search for an initial business combination and any target business with which we may ultimately consummate an initial business combination.
The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but
could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result
in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks
described in this section. If these disruptions or other matters of global concern continue for an extensive period of time, our ability
to consummate an initial business combination, or the operations of a target business with which we may ultimately consummate an initial
business combination, may be materially adversely affected.

 If we are unable to consummate our initial
business combination within 12 months (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a
business combination) of the closing of our IPO, our public shareholders may be forced to wait beyond such 12 months (or up to 18 months)
before redemption from our trust account.

 If we are unable to consummate
our initial business combination within 12 months from the closing of our IPO (or up to 18 months from the closing of our IPO if we extend
the period of time to consummate a business combination), we will distribute the aggregate amount then on deposit in the trust account
(less the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease
all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders
from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association
prior to any voluntary winding up. If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata,
to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable
provisions of the Companies Act. In that case, investors may be forced to wait beyond the initial 12 months (or up to 18 months) before
the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds
from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we
consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their ordinary
shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete

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

 If we are forced to enter
into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that
immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course
of business. As a result, a liquidator or a bankruptcy or other court could seek to recover all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad
faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers
who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable
to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,292.68
and to imprisonment for five years in the Cayman Islands.

 We may not hold an annual meeting of shareholders
until after the consummation of our initial business combination.

 In accordance with NASDAQ
corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year
end following our listing on NASDAQ. In connection with completion of any business combination, we would expect to hold an extraordinary
general meeting of shareholders to obtain consent of our shareholders. Therefore, we may complete a business combination without holding
an annual meeting of shareholders. There is no requirement under the Companies Act for us to hold annual or general meetings or appoint
directors other than to ensure that the Company has at least one director at all times. Until we hold an annual meeting of shareholders,
public shareholders may not be afforded the opportunity to discuss company affairs with management.

 If our initial business combination involves
a company organized under the laws of a state of the United States, it is possible a 1% U.S. federal excise tax will be imposed
on us in connection with redemptions of our ordinary shares after or in connection with such initial business combination.

 The Inflation Reduction
Act of 2022 provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock
by publicly traded U.S. corporations after December 31, 2022 (the "stock buyback tax"), subject to certain exceptions. If
applicable, the amount of the stock buyback tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation
during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the
same taxable year. The Biden administration has proposed increasing the stock buyback tax rate from 1% to 4%; however, it is unclear whether
such a change will be enacted and, if enacted, how soon it could take effect. In addition, the U.S. Treasury Department and IRS have released
preliminary guidance that would potentially cause a non-U.S. corporation's U.S. subsidiaries to be subject to the stock buyback
tax with respect to any share repurchases made by the non-U.S. corporation under certain circumstances.

 As an entity incorporated
as a Cayman Islands exempted company, the stock buyback tax is currently not expected to apply to redemptions of our ordinary shares (absent
any regulations or other additional guidance that may be issued in the future).However, in connection with an initial business combination
involving a company organized under the laws of the United States (or any subdivision thereof), it is possible that we domesticate and
continue as a Delaware corporation prior to certain redemptions. Because we expect that, following such a domestication, our securities
would continue to trade on Nasdaq, in such a case we could be subject to the stock buyback tax with respect to any subsequent redemptions
(including redemptions in connection with the initial business combination) that are treated as repurchases for this purpose. In all cases,
whether and to what extent we would be subject to the stock buyback tax will depend on a number of factors, including (i) the structure
of the initial business combination, including the extent to which the initial business combination involves a U.S. corporation and the
extent to which we issue shares in the initial business combination or otherwise during the same taxable year that are eligible to offset
any redemptions or other repurchases, (ii) the fair market value of the shares redeemed and (iii) the extent such redemptions could be
treated as dividends and not as repurchases. The applicability of the stock buyback tax to us could be further affected by the content
of any regulations, clarifications or other additional guidance from the U.S. Treasury Department that may be issued and applicable to
the redemptions.

 Any stock buyback
tax that becomes payable as a result of any redemptions of our ordinary shares (or other shares into which such ordinary shares may be
converted) in connection with our initial business combination or otherwise would be payable by us and not by the redeeming holder. To
the extent such taxes are applicable, the amount of cash available to pay redemptions or to transfer to the target business in connection
with our initial business combination may be reduced, which could result in our inability to meet conditions in the agreement relating
to our initial business combination related to a minimum cash requirement, if any, or otherwise result in the shareholders of the combined
company (including any of our shareholders who do not exercise their redemption rights in connection with the initial business combination)
to economically bear the impact of such stock buyback tax.

 Except for income
taxes, the proceeds placed in the trust account and the interest earned thereon are not intended to be used to pay for possible excise
tax or any other fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without
limitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.

 Risks Related to Acquiring or Operating Businesses
in the PRC

 We do not currently operate
in the PRC. However, our sponsor and members of our Board of Directors and management have significant business ties to the People's
Republic of China (PRC) and certain members of our Board of Directors and management are based in or are residents of the PRC. We may
consider a business combination with an entity or business with a physical presence or other significant ties to the People's Republic
of China which may subject the post business combination business to the laws, regulations and policies of the PRC. As a result, in the
future we may be subject to risks related to the PRC as discussed below.

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

 If we effect our initial business combination
with a business located in the PRC, the laws of the country in which such business operates will govern almost all of the material agreements
relating to its operations. We cannot assure you that we or the target business will be able to enforce any of its material agreements
or that remedies will be adequate in this jurisdiction. In addition, to the extent that our target business's material agreements
are with governmental agencies in the PRC, we may not be able to enforce or obtain a remedy from such agencies due to sovereign immunity,
in which the government is deemed to be immune from civil lawsuit or criminal prosecution. The inability to enforce or obtain a remedy
under any of our future agreements could result in a significant loss of business, business opportunities or capital.

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

 We may be subject to certain risks associated
with acquiring and operating a business in the PRC in our search for a business combination and operation of any target business with
which we ultimately consummate a business combination. First, certain rules and regulations concerning mergers and acquisitions by foreign
investors in the PRC may make merger and acquisition activities by foreign investors more complex and time consuming, including, among
others:

 the requirement that the Ministry of Commerce of the PRC (the "MOFCOM")
be notified in certain circumstances in advance of any change-of-control transaction in which a foreign investor takes control of a PRC
domestic enterprise or the requirement that the antitrust enforcement agency of the State Council (currently the Antitrust Bureau of
the State Administration for Market Regulation) be notified in advance of any concentration of undertaking if certain thresholds are
triggered;

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

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

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

 In addition, the PRC currently prohibits and/or
restricts foreign ownership in certain "restricted industries," including but not limited to, for example, certain value added
telecommunications services. There is no assurance that the PRC government will not apply restrictions in other industries. 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. As a result, the prohibitions and/or restrictions
of foreign ownership in certain "restricted industries" may limit the pool of acquisition candidates we may acquire in China.

 Although we do not currently operate in
the PRC, our sponsor, and majority of our officers and directors currently are located in and/or have significant ties with the PRC, and
the Chinese government could on that basis determine to intervene or influence our operations at any time, which could result in a material
change in our operations and/or the value of our shares.

 Based on our understanding
of the current PRC laws and regulations, no prior permission is required under the rules and regulations from any PRC governmental
authorities (including the CSRC) for consummating our IPO by our company, given that: (a) the CSRC currently has not issued any
definitive rule or interpretation concerning whether offerings like our IPO are subject to the M&A Rules; (b) our company
is a blank check company newly incorporated in Cayman Islands rather than in China with its principal offices in New York, and (c) our
sponsor is a newly incorporated company in the British Virgin Islands, rather than China, has its principal offices in the British Virgin
Islands and currently, the sponsor conducts no business in China. However, there can be no assurance that the relevant PRC governmental
authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would
not promulgate new rules or new interpretations of current rules which would require us to obtain CSRC or other PRC governmental
approvals for our IPO. If the CSRC or another PRC governmental authority subsequently determines that its approval is needed, we may face
approval delays, adverse actions or sanctions by the CSRC or other PRC governmental authorities. Moreover, in light of recent statements
by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in companies that it determines are China-based issuers, if the PRC were to determine that because our sponsor is controlled
by a person with significant ties to China that our company is a China-based issuer, any such determination could significantly limit
or significantly hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly
decline or be worthless.

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

 The PRC Antitrust Law became effective on August
1, 2008. The government authorities in charge of antitrust matters in China are the Antitrust Bureau of the State Administration for Market
Regulation and other antitrust agencies. The PRC Antitrust Law regulates (1) monopoly agreements, including decisions or actions in concert
that preclude or impede competition, entered into by business operators; (2) abuse of dominant market position by business operators;
and (3) concentration of business operators that may have the effect of precluding or impeding competition. To implement the Antitrust
Law, in 2008, the State Council formulated the Rules of the State Council on Declaration Threshold for Concentration of Business Undertakings
(as amended on September 18, 2018), pursuant to which concentration of business operators refers to (1) merger with other business operators;
(2) gaining control over other business operators through acquisition of equity interest or assets of other business operators; and (3)
gaining control over other business operators through exerting influence on other business operators through contracts or other means.

 On June 24, 2022, the Decision of the Standing
Committee of the National People's Congress to Amend the Antitrust Law of the People's Republic of China, or the "Decision
to Amend the Antitrust Law," was adopted and became effective on August 1, 2022. The Decision to Amend the Antitrust Law strengthens
the regulation on the internet platforms, requiring that companies shall not use data and algorithms, technologies, capital advantages,
platform rules and other means to engage in monopolistic conduct and also escalates the administrative penalties for monopolistic conduct
and for the failure to notify the antitrust agencies on proposed transactions that will lead to concentration of businesses. The State
Council Antitrust Enforcement Agency may order to reinstate the original status prior to the concentration and impose a fine on the operators.
Since such provisions are relatively new, uncertain still remains as to the interpretation and implementation of such laws and regulations.
The business combination we contemplate may be considered the concentration of business operators, and to the extent required by the Antitrust
Law and the criteria established by the State Council, we must file with the antitrust authority under the PRC State Council prior to
conducting the contemplated business combination. If the antitrust authority decides not to further investigate whether the contemplated
business combination has the effect of precluding or impeding competition or fails to make a decision within 30 days from receipt of relevant
materials, we may proceed to consummate the contemplated business combination. If antitrust authority decides to prohibit the contemplated
business combination after further investigation, we must terminate such business combination and would then be forced to either attempt
to complete a new business combination or we would be required to return any amounts which were held in the Trust Account to our shareholders.
When we evaluate a potential business combination, we will consider the need to comply with the Antitrust Law and other relevant regulations
which may limit our ability to effect an acquisition or may result in our modifying or not pursuing a particular transaction. Since our
initial business combination period is within 12 months from the closing of our Initial Public Offering, or if we decide to extend the
period of time to consummate our initial business combination, within a maximum of 18 months from the closing of our Initial Public Offering,
and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target company, we
may be unable to complete a business combination within the time period provided for by our amended and restated memorandum and articles
of association.

 PRC laws and regulations governing our post-combination entity's
business operations are sometimes vague and uncertain and any changes in such laws and regulations may impair our ability to operate profitably.

 There are substantial uncertainties
regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing
the post-combination entity's business and the enforcement and performance of its arrangements with customers in certain circumstances.
The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may
involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing
laws and regulations, may be delayed, and the post-combination entity's business may be affected if we rely on laws and regulations
which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and
regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation
of existing or new PRC laws or regulations may have on our post-combination entity's business. The PRC legal system is a civil law
system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference
but have limited precedential value. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly
evolve, the interpretations of many laws, regulations and rules are not always uniform and the enforcement of these laws, regulations
and rules involves uncertainties.

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

 Furthermore, the PRC legal
system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may
have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the
violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion
of resources and management attention.

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

 The Chinese government may intervene in
or influence a PRC company's business operations at any time or exert more oversight and control over offerings conducted overseas
and foreign investment in China-based issuers. This could result in a material change in a PRC company's business operations post
business combination and/or the value of its securities. Additionally, governmental and regulatory interference could significantly limit
or completely hinder a target company's ability to offer or continue to offer securities to investors post business combination
and cause the value of such securities to significantly decline or be worthless.

 The PRC regulatory authorities
have in recent years strengthened the oversight on cybersecurity and data privacy. According to the institutional reform plan of the State
Council approved by the National People's Congress on March 10, 2023, the National Data Bureau will be established under the administration
of the NDRC. The National Data Bureau will be responsible for, among other things, advancing the development of data-related fundamental
institutions, coordinating the integration, sharing, development and application of data resources, and pushing forward the planning and
building of a digital China, the digital economy and a digital society. On November 14, 2021, the CAC publicly solicited opinion on the
Regulation on Network Data Security Management (Consultation Draft), which stipulated that data processors that undertake data processing
activities using internet networks within China are required to apply for cybersecurity review if it conducts data processing activities
that will or may have an impact on China's national security. The review is mandatory if the data processor controls more than 1
million users' personal information and intends to be listed in a foreign country, or if the data processor seeks to be listed in
Hong Kong. As of the date of this Annual Report, the Draft Regulation on Network Data Security Management has not been formally adopted.
On December 28, 2021, the CAC, jointly with 12 departments under the State Council, implemented the Measures for Cybersecurity Review,
which became effective on February 15, 2022. According to the Measures for Cybersecurity Review, operators of critical information infrastructure
purchasing network products and services, and data processors carrying out data processing activities that affect or may affect China's
national security, are required to conduct a cybersecurity review. Operators, including operators of critical information infrastructure
and data processors, who control more than 1 million users' personal information must report to the Cyber Security Review Office
for a cybersecurity review if it intends to be listed in a foreign country.

 On June 10, 2021, the Standing
Committee of the PRC National People's Congress (the "SCNPC"), promulgated the PRC Data Security Law, which took effect
in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data
activities and introduces a data classification and hierarchical protection system based on the importance of data in economic and social
development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals
or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides
for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain
data and information. On August 20, 2021, the SCNPC adopted the Personal Information Protection Law, which took effect as of November
1, 2021. The Personal Information Protection Law includes the basic rules for personal information processing, the rules for cross-border
provision of personal information, the rights of individuals in personal information processing activities, the obligations of personal
information processors, and the responsibilities for collection, processing, and use of personal information.

 Because laws, regulations,
or policies in the PRC could change rapidly in the future, any future action by the PRC government expanding the categories of industries,
persons and companies whose foreign securities offerings are subject to review by the China Securities Regulatory Commission (the "CSRC")
or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could
cause the value of such securities to significantly decline or be worthless. Since none of our officers and directors has engaged in data
activities or the processing of personal information in China, we believe our officers and directors are in full compliance with the regulations
and policies that have been issued by the CAC to date.

 Even if we do not undertake
an initial business combination with any entity that is based or located in or that conducts its principal business operations in China
(including Hong Kong and Macau), our potential target may, or its customers, vendors or business partners may, collect or generate data
in China. Given that the PRC authorities have significant discretion in interpreting and applying the relevant cybersecurity and data
laws and regulations, there is a risk that any potential target business of ours may be subject to cybersecurity review or other regulatory
actions even though it is not based or located in and does not conduct its principal business operations in China; and in the event of
such a review, our consummation of a business combination could be materially delayed. To avoid such risk, we may avoid completing an
initial business combination with such a target business and instead pursue other opportunities, which may limit the pool of attractive
targets. As a result, our search for a target company may be adversely affected.

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

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

 In addition, our operating
company in China will be required to set aside at least 10% (up to an aggregate amount equal to half of its registered capital) of its
accumulated profits each year. Each of our PRC subsidiaries as a foreign invested enterprise, is also required to further set aside a
portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at its
discretion. Such cash reserve may not be distributed as cash dividends. In addition, if our operating company in China incurs debt on
its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us.

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

 Any actions by the Chinese government, including
any decision to intervene or influence the operations of us or any future PRC subsidiary at any time or to exert control over any offering
of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to our search
of any target company in China and globally, and the operations of any future PRC subsidiary, may limit or completely hinder our ability
to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

 As a blank check company
with no material operations of our own, we conduct our operations through our sponsor and majority of our executive officers and directors
who are located in or have significant ties to the PRC. Therefore, we are subject to the risks of uncertainty in the interpretation and
enforcement of laws and regulations in PRC.

 The Chinese government has
exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state
ownership. The ability of our future subsidiary to operate in China may be impaired by changes in its laws and regulations, including
those relating to taxation, environmental regulations, land use rights, foreign investment limitations, and other matters. The central
or local governments of China may at any time impose new, stricter regulations or interpretations of existing regulations that would require
additional expenditures and efforts on our part to ensure our PRC subsidiary a compliance with such regulations or interpretations. As
such, any future PRC subsidiary may be subject to various government and regulatory interference in the provinces in which they operate.
They could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government
sub-divisions. They may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for
any failure to comply.

 Even though we do not believe
we need to obtain any approval or permission from relevant government agencies in order for us or our officers and directors to conduct
search of target in China and globally, it is uncertain when and whether we will be required to obtain such permission in the future.

 Furthermore, it is uncertain
when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even
when such permission is obtained, whether it will be denied or rescinded. Our search of any target company in China and globally, and
the operations following a business combination with a PRC entity could be adversely affected, directly or indirectly, by existing or
future laws and regulations relating to our business or industry, particularly in the event permission to list on U.S. exchanges
may be later required, or withheld or rescinded once given.

 Accordingly, government actions
in the future, including any decision to intervene or influence our search of any target company in China and globally, and the operations
of any future PRC subsidiary at any time or to exert control over an offering of securities conducted overseas and/or foreign investment
in China-based issuers, may cause us to make material changes to our operation or the operations of any future PRC subsidiary, may limit
or completely hinder our ability to offer or continue to offer securities to investors, and/or may cause the value of such securities
to significantly decline or be worthless.

 We may undertake our initial business combination
with an entity or business which is based in a foreign country and the laws and regulations of such foreign countries may not afford U.S.
investors or regulatory agencies access to information normally available to them with respect to U.S. based entities.

 In November 2020, the
SEC Staff issued guidance regarding certain risks and considerations that should be considered by investors regarding foreign entities,
specifically the limited ability of U.S. investors and regulatory agencies to rely upon or obtain information from foreign based entities,
specifically China based entities, under the laws and regulations of such foreign countries. As stated by the SEC Staff. "[A]lthough
China-based Issuers that access the U.S. public capital markets generally have the same disclosure obligations and legal responsibilities
as other non-U.S. issuers, the Commission's ability to promote and enforce high-quality disclosure standards for China-based Issuers
may be materially limited. As a result, there is substantially greater risk that their disclosures may be incomplete or misleading. In
addition, in the event of investor harm, investors generally will have substantially less access to recourse, in comparison to U.S. domestic
companies and foreign issuers in other jurisdictions." Among other potential issues and risks cited by the SEC Staff, the SEC Staff
identified restrictions in China which restricted the PCAOB's ability to inspect audit work and practices of PCAOB-registered public
accounting firms in China and on the PCAOB's ability to inspect audit work with respect to China-based issuer audits by PCAOB-registered
public accounting firms in Hong Kong.

 Further, current laws and
regulations in China as well as other potential target countries, can limit or restrict investigations and similar activities by U.S.
regulatory agencies such as the SEC to gather information regarding the securities and other activities of issuers based in the foreign
countries where such laws or regulations exist. According to Article 177 of the newly amended PRC Securities Law which became effective
in March 2020 (the "Article 177"), the securities regulatory authority of the PRC State Council may collaborate with
securities regulatory authorities of other countries or regions in order to monitor and oversee cross border securities activities. Article
177 further provides that overseas securities regulatory authorities are not allowed to carry out investigation and evidence collection
directly within the territory of the PRC, and that any Chinese entities and individuals are not allowed to provide documents or materials
related to securities business activities to overseas agencies without prior consent of the securities regulatory authority of the PRC
State Council and the competent departments of the PRC State Council. Investors should be aware that the U.S. Holding Foreign Companies
Accountable Act, which requires that the PCAOB be permitted to inspect an issuer's public accounting firm within three years, may
result in the delisting of the operating company in the future if the PCAOB is unable to inspect the firm. Although we have not identified
a potential target business nor any particular country in which a business combination may occur, we intend to consider potential target
business in foreign jurisdictions, including China based entities and businesses, and therefore investors should be aware of risks related
to the ability to obtain information and conduct investigations and be afforded protections by U.S.- based agencies such as the SEC related
to any such business combination with a target business in a foreign country and consider such risks prior to investing in our securities.

 Though we will not consider or undertake
an initial business combination with any company the financial statements of which are audited by an accounting firm that the PCAOB is
unable to inspect for two consecutive years, we cannot assure you that certain existing or future U.S. laws and regulations may not restrict
or eliminate our ability to complete a business combination with certain companies, particularly those target companies in China.

 The PCAOB is currently unable
to conduct inspections on accounting firms in the PRC without the approval of the Chinese government authorities. The auditor and its
audit work in the PRC may not be inspected fully by the PCAOB. Inspections of other auditors conducted by the PCAOB outside China have
at times identified deficiencies in those auditors' audit procedures and quality control procedures, which may be addressed as part
of the inspection process to improve future audit quality. The lack of PCAOB inspections of audit work undertaken in China prevents the
PCAOB from regularly evaluating the PRC auditor's audits and its quality control procedures.

 Further, future developments
in U.S. laws may restrict our ability or willingness to complete certain business combinations with companies. For instance, the recently
enacted Holding Foreign Companies Accountable Act (the "HFCA Act") would restrict our ability to consummate a business combination
with a target business unless that business met certain standards of the PCAOB and would require delisting of a company from U.S. national
securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. The HFCA Act also requires
public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those based
in China. Furthermore, the documentation we may be required to submit to the SEC proving certain beneficial ownership requirements and
establishing that we are not owned or controlled by a foreign government in the event that we use a foreign public accounting firm not
subject to inspection by the PCAOB or where the PCAOB is unable to completely inspect or investigate our accounting practices or financial
statements because of a position taken by an authority in the foreign jurisdiction could be onerous and time consuming to prepare.

 Furthermore, on June 22,
2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act ("AHFCAA"), which, if signed into
law, would amend the HFCA Act and require the SEC to prohibit an issuer's securities from trading on any U.S. stock exchanges if
its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.

 Our financial statements
are currently audited by Audit Alliance LLP, which is subject to inspection by the PCAOB. And as a result, we affirmatively exclude any
target of which financial statements are audited by an accounting firm that the United States PCAOB is unable to inspect for two consecutive
years beginning in 2021 and thus, we may not be able to consummate a business combination with a favored target business due to these
laws.

 On November 5, 2021,
the SEC approved the PCAOB's Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100
provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate
completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities
in that jurisdiction.

 Pursuant to the Holding Foreign
Companies Accountable Act, or the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB
is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland China of the PRC because
of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative Region and dependency of
the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB's report identified the specific
registered public accounting firms which are subject to these determinations. Our auditor, WWC, P.C., is headquartered in San Mateo, California,
and, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws
in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional
standards. Our auditor was not identified in this report as a firm subject to the PCAOB's determination announced on December 16,
2021. As a result, we do not believe that the Holding Foreign Companies Accountable Act and related regulations will affect us. On August 26,
2022, the PCAOB announced that it had signed a Statement of Protocol (the "SOP") with the China Securities Regulatory Commission
and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together,
the "SOP Agreement"), establishes a specific, accountable framework to make possible complete inspections and investigations
by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. The SOP Agreement remains unpublished and
is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC,
the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators
shall have a right to see all audit documentation without redaction. On December 15, 2022, the PCAOB announced that it was able
to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong
Kong completely in 2022.

 Notwithstanding the foregoing,
in the event that we decide to consummate our initial business combination with a target business based in or primarily operating in China,
if there is any regulatory change which prohibits the independent accountants from providing audit documentations located in mainland
China or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the
target company or the combined company is subject to the HFCA Act, as the same may be amended, you may be deprived of the benefits of
such inspection which could result in limitation or restriction to our access to the U.S capital markets and trading of our securities
on a national securities exchange or in the over-the-counter trading market in the U.S. may be prohibited, under the HFCA Act.

 The SEC has adopted final
rules to implement the HFCA Act and may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB
inspection. For example, on August 6, 2020, the President's Working Group on Financial Markets, or the PWG, issued the Report
on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report
recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient
access to fulfill its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCA
Act. However, some of the recommendations were more stringent than the HFCA Act. For example, if a company was not subject to PCAOB inspection,
the report recommended that the transition period before a company would be delisted would end on January 1, 2022.

 The SEC's final rules
to implement the HFCA Act require the SEC to identify registrants having filed an annual report with an audit report issued by a registered
public accounting firm that is located in a foreign jurisdiction that the PCAOB is unable to inspect or investigate and require such issuers
to submit documentation that, if true, it is not owned or controlled by a governmental entity in the public accounting firm's foreign
jurisdiction. The amendments also require foreign issuers to provide certain additional disclosures in its annual report for itself and
any of its consolidated foreign operating entities and provides notice regarding the procedures the SEC has established to identify issuers
and to impose trading prohibitions on the securities of such issuers as required by the HFCA Act. The SEC has also announced amendments
to various annual report forms to accommodate the certification and disclosure requirements of the HFCA Act. There could be additional
regulatory or legislative requirements or guidance that could impact us if our auditor is not subject to PCAOB inspection. The implications
of these possible regulations in addition to the requirements of the HFCA Act are uncertain, and such uncertainty could cause the market
price of our securities to be materially and adversely affected. If, for whatever reason, the PCAOB is unable to conduct inspections or
full investigations of our auditor, the Company could be delisted or prohibited from being traded over the counter earlier than would
be required by the HFCA Act. If our securities are unable to be listed on another securities exchange by then, such delisting and prohibition
would substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated
with potential delisting and prohibition would have a negative impact on the price of our securities. Also, such delisting and prohibition
could significantly affect the Company's ability to raise capital on acceptable terms, or at all, which would have a material adverse
effect on the Company's business, financial condition and prospects.

 Inspections of audit firms
that the PCAOB has conducted have identified deficiencies in those firms' audit procedures and quality control procedures, which
may be addressed as part of the inspection process to improve future audit quality. If the PCAOB were unable to conduct inspections or
full investigations of the Company's auditor, investors in our securities would be deprived of the benefits of such PCAOB inspections.
In addition, the inability of the PCAOB to conduct inspections or full investigations of auditors would may make it more difficult to
evaluate the effectiveness of the Company's independent registered public accounting firm's audit procedures or quality control
procedures as compared to auditors that are subject to the PCAOB inspections, which could cause investors and potential investors in our
shares to lose confidence in the audit procedures of our auditor and reported financial information and the quality of our financial statements.

 Additionally, other developments
in U.S. laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.) 13959, "Addressing
the Threat from Securities Investments That Finance Communist Chinese Military Companies," may further restrict our ability to complete
a business combination with certain China-based businesses.

 Recent regulatory actions by the government
of the People's Republic of China with respect to foreign capital efforts and activities, including Business Combinations with offshore
shell companies such as SPACs, may adversely impact our ability to consummate a business combination with a China based entity or business,
or materially impact the value of our securities following any such business combination.

 While we have not identified
any specific business combination target as of yet, since the completion of our initial public offering we have initiated our research
effort to identify a large number of potential targets, and we may eventually identify and submit for shareholder approval a business
combination with a target business located or based in China. On July 30, 2021, the Chairman of the SEC issued a statement highlighting
potential issues resulting from recent China regulatory changes and guidance that may impact investors' investments in China based
entities. According to the SEC's Chairman, the People's Republic of China provided new guidance to and placed restrictions
on China-based companies raising capital offshore, including through associated offshore shell companies. These developments include China
government-led cybersecurity reviews of certain companies raising capital through offshore entities. This is relevant to U.S. investors.
In a number of sectors in China, companies are not allowed to have foreign ownership and cannot directly list on exchanges outside of
China. To raise money on such exchanges, many China-based operating companies are structured as Variable Interest Entities (VIEs). In
such an arrangement, a China-based operating company typically establishes an offshore shell company in another jurisdiction, such as
the Cayman Islands, to issue stock to public shareholders. For U.S. investors, this arrangement creates "exposure" to the
China-based operating company, though only through a series of service contracts and other contracts. To be clear, though, neither the
investors in the shell company's stock, nor the offshore shell company itself, has stock ownership in the China-based operating
company.

 On March 15, 2019,
the National People's Congress approved the Foreign Investment Law, which took effect on January 1, 2020 and replaced three
existing laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law and the
Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. The Foreign Investment Law embodies
an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice
and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in China. The
Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign
investments in view of investment protection and fair competition.

 According to the China Foreign
Investment Law, "foreign investment" refers to investment activities directly or indirectly conducted by one or more natural
persons, business entities, or otherwise organizations of a foreign country (collectively referred to as "foreign investor")
within China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with
other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares,
shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively
with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations,
or the State Council. The "variable interest entity" structure, or VIE structure, has been adopted by many PRC-based companies
to obtain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions in China. Under
the Foreign Investment Law, variable interest entities that are controlled via contractual arrangement would also be deemed as equivalent
to VIEs, if they are ultimately "controlled" by foreign investors. Therefore, for any companies with a VIE structure in an
industry category that is included in the "negative list" as a restricted industry, the VIE structure may be deemed legitimate
only if the ultimate controlling person(s) is/are of PRC nationality (either PRC companies or PRC citizens). Conversely, if the actual
controlling person(s) is/are of foreign nationalities, then the variable interest entities will be treated as VIEs and any operation in
the industry category on the "negative list" without market entry clearance may be considered as illegal.

 The Chinese government has exercised and
continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.

 If we were to undertake a
business combination with a China based business, our ability to operate in China may be harmed by changes in its laws and regulations,
including those relating to taxation, cyber security, environmental regulations, land use rights, property and other matters. The central
or local governments of jurisdictions such as China may impose new, stricter regulations or interpretations of existing regulations that
would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

 There are substantial uncertainties
regarding the interpretation and application of PRC laws and regulations. The laws and regulations are sometimes vague and new laws and
regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation
of existing or new PRC laws or regulations may have on our business. In connection with any business combination with a China based entity,
we will be required to provide additional risk disclosure related to any such possible transaction and would be expected to incur additional
costs related to compliance with such laws and regulations, if such compliance can be obtained.

 The VIE structure may expose us to additional
PRC legal Issues and adversely affect control over future operations.

 Any target for a business
combination may conduct operations through subsidiaries in the PRC and variable interest entities, or VIEs, in the PRC. VIEs are contractual
arrangements and their structure involves unique risks to investors. The VIE structure is used to provide investors with exposure to foreign
investment in PRC-based companies where PRC law prohibits or limits direct foreign investment in the operating companies. However, contractual
arrangements with the VIEs are not equivalent to an investment in the VIEs. Because we may not directly hold equity interests in a VIE,
we may be subject to risks and uncertainties in relation to the interpretation and application of PRC laws and regulations, including
but not limited to, regulatory review of overseas listing of PRC companies through special purpose vehicles and the validity and enforcement
of the contractual arrangements among any PRC subsidiary, any VIE, and the owner of any VIE. The VIE structure may not be as effective
as direct ownership in providing operational control of an entity.

 We would also be subject
to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which
would likely result in a material change in operations of a target business. Any VIE structure would be a contractual arrangement with
third parties which would be governed by PRC laws, would provide for the resolution of disputes through arbitration in the PRC would be
interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures. Disputes arising from
these contractual arrangements between us and the third parties in any VIE agreements would be resolved through arbitration in the PRC,
notwithstanding that these disputes do not include claims arising under the U.S. federal securities law, and thus would not prevent you
from pursuing claims under the U.S. federal securities law. The legal environment in the PRC is not as developed as in the U.S. As a result,
uncertainties in the PRC legal system could further limit our ability to enforce these contractual arrangements, through arbitration,
litigation, and other legal proceedings in the PRC, which could limit our ability to enforce these contractual arrangements and exert
effective control over the third parties and the VIE entities. Furthermore, these contracts may not be enforceable in the PRC if PRC government
authorities or courts take the view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public
policy reasons. Where we engage in an initial business combination with a PRC-based target company, in the event we are unable to enforce
these contractual arrangements, we may not be able to exert effective control over the VIE entities, and our ability to conduct our business
may be materially and adversely affected.

 PRC regulations regarding acquisitions impose
significant regulatory approval and review requirements, which could make it more difficult for us to timely complete such acquisitions,
or complete them at all.

 Under the PRC Anti-Monopoly
Law, companies undertaking acquisitions relating to businesses in China must notify the State Administration for Market Regulation, or
the SAMR, in advance of any transaction where the parties' revenues in the China market exceed certain thresholds and the buyer
would obtain control of, or decisive influence over, the target, while under the M&A Rules, the approval of MOFCOM must be obtained
in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire domestic companies affiliated
with such PRC enterprises or residents. Applicable PRC laws, rules and regulations also require certain merger and acquisition transactions
to be subject to security review. Complying with the requirements of the relevant regulations to complete such transactions could be time-consuming,
and any required approval processes, including approval from SAMR, may delay or inhibit our ability to complete such transactions, which
could affect our ability to timely complete an initial business combination within either the initial 12-month period or within 18 months
if extended or at all.

 The Chinese government may exert substantial
interventions and influences on our combined company's operations at any time. Any new policies, regulations, rules, actions or
laws by the PRC government may subject our combined company to material changes in operations, may cause the value of our securities significantly
decline or be worthless, and may completely hinder our ability to offer or continue securities to investors.

 Though we currently do not
have any RPC subsidiary or China operation and a majority of our management are located outside China, we may pursue a business combination
with a company doing business in China (excluding any target company whose financial statements are audited by an accounting firm that
PCAOB is unable to inspect for two consecutive years). Notwithstanding the foregoing, the Chinese government has exercised and continues
to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our combined
company's ability to operate in China may be harmed by changes in its laws and regulations, including those relating to securities,
taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions
may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts
on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including
any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local
variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions
thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

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

 As such, our combined company's
business segments may be subject to various government and regulatory interference in the provinces in which they operate at any time.
The combined company could be subject to regulation by various political and regulatory entities, including various local and municipal
agencies and government sub-divisions. Our combined company may incur increased costs necessary to comply with existing and newly adopted
laws and regulations or penalties for any failure to comply. If the PRC government initiates an investigation into us at any time alleging
us violation of cybersecurity laws, anti-monopoly laws, and securities offering rules in China in connection with an offering or future
business combination, we may have to spend additional resources and incur additional time delays to comply with the applicable rules,
and our business operations will be affected materially and any such action could cause the value of our securities to significantly decline
or be worthless.

 As the date of this Annual
Report, there are no PRC laws and regulations (including the China Securities Regulatory Commission, or the CSRC, Cyberspace Administration
of China, or the CAC, or any other government entity) in force explicitly requiring that we obtain permission from PRC authorities for
an offering or to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction or any regulatory
objection from any relevant PRC authorities. However, it is uncertain when and whether our combined company will be required to obtain
permission from the PRC government to list on U.S. stock exchanges in the future, and even when such permission is obtained, whether it
will be denied or rescinded. Any new policies, regulations, rules, actions or laws by the PRC government may subject us or our combined
company to material changes in operations, may cause the value of our securities significantly decline or be worthless, and may completely
hinder our ability to offer or continue securities to investors.

 The China Securities Regulatory Commission
and other Chinese government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment
in China-based issuers. It is possible that we may need to obtain approvals or permissions from the CSRC or another PRC regulatory body
if we undertake a business combination with a China-based entity. If the CSRC or another PRC regulatory body subsequently determines that
its approval is needed, we cannot predict whether we will be able to obtain such approval. As a result, we may have to spend additional
resources and incur additional time delays to complete any such business combination or be prevented from pursuing certain investment
opportunities, or even could significantly affect our ability to offer or continue to offer securities to investors and cause the value
of our securities to significantly decline or be worthless.

 The PRC government may intervene
or influence our search for a target business or the completion of an initial business combination at any time, which could significantly
and negatively impact our search for a target business and/or the value of our securities. Our initial business combination may also be
subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information,
such as personal information and other data. These laws continue to develop, and the PRC government may exert more oversight and control
over offerings that are conducted overseas and foreign investment in China-based issuers in the future by adopting other rules and restrictions.
Non-compliance could result in penalties or other significant legal liabilities.

 In addition, the General
Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions
on Strictly Cracking Down on Illegal Securities Activities. According to Law (the "Opinions"), which were available to the
public on July 6, 2021. These opinions emphasized the need to strengthen the administration over illegal securities activities and
the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures, such as promoting the
construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the
demand for cybersecurity and data privacy protection. As of the date of this Annual Report, no official guidance and related implementation
rules have been issued in relation to these recently issued opinions and the interpretation and implementation of the Opinions remain
unclear at this stage. We cannot assure you that we will not be required to obtain the pre-approval of the CSRC and potentially other
PRC governmental authorities to pursue any business combination with a China-based company.

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

 It is uncertain whether a
target company with operations or subsidiaries in China is required to, or can, or how long it will take it to, obtain such approval or
complete such filing procedures and any such approval could be rescinded. Any failure to obtain or delay in obtaining clearance of such
approval or completing such filing procedures for the business combination, or the target company's listing, or a rescission of
any such approval if obtained by the target company would subject it to regulatory actions or other sanctions by the CSRC or other PRC
regulatory authorities for failure to seek required governmental authorization in respect of the same. These governmental authorities
may impose fines, restrictions and penalties on the target company. The PRC governmental authorities may also take actions requiring the
target company, or making it advisable for the target company, to suspend this business combination or the target company's listing
before settlement and delivery. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement
and delivery, you do so at the risk that settlement and delivery may not occur.

 In addition, the PRC has
proposed various rules relating to cybersecurity, data privacy and personal information protection, among others. Pursuant to the PRC
Cybersecurity Law, which was promulgated by the Standing Committee of the National People's Congress on November 7, 2016 and
took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure
operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases
internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the Cyberspace
Administration of China (the "CAC"). In April 2020, the CAC and certain other PRC regulatory authorities promulgated
the Measures for Cybersecurity Review, which requires that operators of critical information infrastructure must pass a cybersecurity
review when purchasing network products and services which do or may affect national security. On January 4, 2022, the CAC, in conjunction
with 12 other government departments issued the New Measures for Cybersecurity Review (the "New Measures"). The New Measures
amends the Measures for Cybersecurity Review (Draft Revision for Comments) (the "Draft Measures") released on July 10,
2021 and came into effect on February 15, 2022. The New Measures include data processing activities of network platform operators
that affect or may affect national security into cybersecurity review, and make it clear that network platform operators with personal
information of more than one million users must apply for cybersecurity review to the Cybersecurity Review Office when they go public
abroad. The PRC Data Security Law, which took effect on September 1, 2021, imposes data security and privacy obligations on entities
and individuals that carry out data activities, provides for a national security review procedure for data activities that may affect
national security and imposes export restrictions on certain data and information. On August 20, 2021, the Standing Committee of
the People's Congress promulgated the PRC Personal Information Protection Law (the "PIPL"), which is to take effect
on November 1, 2021. The PIPL sets out the regulatory framework for the handling and protection of personal information and the
transmission of personal information overseas. If our potential future target business in China involves collecting and retaining internal
or customer data, such target might be subject to the relevant cybersecurity laws and regulations, including the PRC Cybersecurity Law
and the PIPL, and the cybersecurity review before effecting a business combination.

 If, for example, our potential
initial business combination is with a target business operating in the PRC and if the New Measures mandates clearance of cybersecurity
review and other specific actions to be completed by the target business, we may face uncertainties as to whether such clearance can be
timely obtained, or at all, and incur additional time delays to complete any such acquisition. Cybersecurity review could also result
in negative publicity with respect to our initial business combination and diversion of our managerial and financial resources. We may
also be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will result
in a significant national security issue. In addition, due to limited business combination period that we have, we may avoid searching
for a target and completing an initial business combination that will be subject to cybersecurity review. Therefore, we may avoid searching
for a company which could be deemed as a network platform operator and possesses information of more than one million users.

 Further, if the combined
company, after business combination, is deemed to be a network platform operator which holds personal information of more than one million
users, it will be subject to such cybersecurity review. The combined company could become subject to enhanced cybersecurity review or
investigations launched by PRC regulators in the future and may incur increased costs necessary to comply with existing and newly adopted
laws and regulations or penalties for any failure to comply. Additionally, any failure or delay in the completion of the cybersecurity
review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, including
suspension of business, website closure, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings
or actions, which may have material adverse effect on the combined company's business, financial condition or results of operations
and any such action could cause the value of our securities to significantly decline or be worthless. As uncertainties remain regarding
the interpretation and implementation of these laws and regulations, we cannot assure you that the combined company following a business
combination will comply with such regulations in all respects and it may be ordered to rectify or terminate any actions that are deemed
illegal by regulatory authorities. As a result, both you and we face uncertainty about future actions by the PRC government that could
significantly affect our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly
decline or be worthless.

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

 The Regulations on Mergers
and Acquisitions of Domestic Companies by Foreign Investors (the "M&A Rules"), adopted by six PRC regulatory agencies
in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities
in a PRC company to obtain the approval of the China Securities Regulatory Commission (the "CSRC") prior to the listing and
trading of such special purpose vehicle's securities on an overseas stock exchange. The scope of the M&A Rules covers two types
of transactions: (a) equity deals where the acquisition by a foreign investor, i.e., the offshore special purpose vehicle, of equity in
a "PRC domestic company," and (b) asset deals where the acquisition by an offshore special purpose vehicle of the assets of
a "PRC domestic company." Neither the equity deals or the asset deals will be involved in our business combination process
with a China-based target for the reason that the offshore special purpose vehicle of such China-based target directly holds shares through
the wholly foreign owned enterprise(s) or WFOE, which are established by means of direct investment rather than by equity deals or asset
deals under the M&A Rules. To date, the CSRC has not issued any definitive rules or interpretations concerning whether offerings such
as the indirect listing of a China-based entity as part of the business combination are subject to the CSRC approval procedures under
the M&A Rules. As a result, based on our management's understanding of the current PRC laws, rules, regulations and the local
market practices, the CSRC's approval under the M&A Rules will not be required in the context of our business combination with
a China-based target. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore
special purpose vehicles and the above analysis are subject to any new laws, rules and regulations or detailed implementation and interpretations
in any form relating to the M&A Rules. We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach
the same conclusion as we do. It is possible that we may need to obtain approvals or permissions from CSRC in order for us to complete
a business combination with a China-based target pursuant to the M&A Rules. If we are required to obtain such approvals, we cannot
assure we will be able to receive them in a timely manner, or at all.

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

 On December 24, 2021,
the CSRC released for public comments Provisions of the State Council on the Administration of Overseas Securities Offering and Listing
by Domestic Companies (Draft for Comments) and Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic
Companies (Draft for Comments) (the "Draft Rules"). The Draft Rules, if declared into effect, will implement a new regulatory
framework requiring Chinese businesses to file with CSRC when pursuing overseas listings. The Draft Rules propose a new filing system
for all Chinese companies (including the VIE-structured companies) that are pursuing listings outside mainland China. An overseas listing
is required to be filed with CSRC within three working days (i) following the submission of IPO application in the case of an IPO (or
similar application in the case of a dual listing on another market), or (ii) following the submission of offering/registration applications
(or following the first announcement of the transaction, as applicable) in the case of a SPAC listing or "back-door" listing.
The requested filing documents include but are not limited to: (1) a filing report and related undertakings; (2) regulatory opinions,
filing or approval documents issued by the relevant authorities (if applicable); (3) security review opinions issued by the relevant authorities,
if applicable; (4) a PRC legal opinion; and (5) a prospectus.

 On December 27, 2021,
the NDRC and the MOFCOM promulgated Special Administrative Measures (Negative List) for the Access of Foreign Investment (2021 Version),
effective as of January 1, 2022 (the "Negative List"). Compared to the previous version, there are no specific industries
added to the list but it for the first time declares China's jurisdiction over (and detailed regulatory requirements on) overseas
listings made by Chinese businesses in the so-called "Prohibited Industries." According to Article 6 of the Negative List,
domestic enterprises engaging in businesses in which foreign investment is prohibited shall obtain approval from the relevant authorities
before offering and listing their shares on an overseas stock exchange. In addition, certain foreign investors shall not be involved in
the operation or management of the relevant enterprise, and shareholding percentage restrictions under relevant domestic securities investment
management regulations shall apply to such foreign investors. The intended scope of such jurisdiction was further clarified by NDRC officials
on a press conference held on January 18, 2022.

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

 We have not received any
inquiry, notice, warning, sanctions or regulatory objection from the CSRC or any other PRC governmental authorities.

 In the event that we were
to determine to engage in an initial business combination with a China-based or operating business we would be subject to restrictions
on the use of our cash obtained from our business combination with a China-based or operating business as described under " PRC
regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion
may delay or prevent us from using the proceeds it receives from offshore financing activities to make loans to or make additional capital
contributions to any PRC subsidiaries, which could materially and adversely affect our liquidity and its ability to fund and expand business".
However, as discussed elsewhere herein, we do not believe we are currently subject to PRC law or regulation, including those PRC laws
and regulation which affect our cash flow, including our ability to effect the redemption rights of our shareholders in connection with
a business combination. We note that the funds held in trust to effect any such redemption are held outside of China and, in any event,
we are not aware of any PRC law or regulation that would prevent us from making redemption payments to our shareholders.

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

 We may not be able to consolidate the financial
results of some of our affiliated companies or such consolidation could materially adversely affect our operating results and financial
condition.

 A substantial part of our
business following a business combination with a PRC entity may be conducted through VIE entities or in a VIE structure. At the present
time, such structures and arrangements would allow us to be considered the primary beneficiary, enabling us to consolidate the financial
results of VIE entities in our consolidated financial statements. In the event that in the future a company we hold as a VIE would no
longer meet the definition of a VIE, or we are deemed not to be the primary beneficiary, we would not be able to consolidate line by line
that entity's financial results in our consolidated financial statements for PRC purposes. Also, if in the future an affiliate company
becomes a VIE and we become the primary beneficiary, we would be required to consolidate that entity's financial results in our
consolidated financial statements for PRC purposes. If such entity's financial results were negative, this could have a corresponding
negative impact on our operating results for PRC purposes. However, any material variations in the accounting principles, practices, and
methods used in preparing financial statements for PRC purposes from the principles, practices, and methods generally accepted in the
U.S. and in the SEC accounting regulations must be discussed, quantified, and reconciled in financial statements for the U.S. GAAP and
SEC purposes.

 Uncertainties in the interpretation and
enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance
notice, could limit the legal protection available to you and us.

 The PRC legal system is based
on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s,
the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The legislation
over the past three decades has significantly increased the protection afforded to various forms of foreign or private-sector investment
in China. Any future PRC subsidiary is subject to various PRC laws and regulations generally applicable to companies in China. Since these
laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however, the interpretations of many laws,
regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules involve uncertainties.

 From time to time, we may
have to resort to administrative and court proceedings to enforce our legal rights. Since PRC administrative and court authorities have
significant discretion in interpreting and implementing statutory and contractual terms, however, it may be more difficult to evaluate
the outcome of administrative and court proceedings and the level of legal protection we enjoy in the PRC legal system than in more developed
legal systems. Furthermore, the PRC legal system is based in part on government policies, internal rules, and regulations that may have
retroactive effect and may change quickly with little advance notice. As a result, we may not be aware of our violation of these policies
and rules until sometime after the violation. Such uncertainties, including uncertainties over the scope and effect of our contractual,
property (including intellectual property), and procedural rights, and any failure to respond to changes in the regulatory environment
in China could materially and adversely affect our business and impede our ability to continue our operations.

 You may experience difficulties in effecting
service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management based on foreign laws.
It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.

 Following completion of a
business combination, we may remain a company incorporated under the laws of the Cayman Islands, and conduct most of our operations in
China and most of our assets may be located in China. In addition, currently all our senior executive officers and directors either reside
within China or Hong Kong, are physically there for a significant portion of each year, and are PRC nationals and this may also be the
case following the completion of a business combination with a PRC-based or operated company. As a result, it may be difficult for you
to effect service of process upon us or those persons inside mainland China. In addition, there is uncertainty as to whether the courts
of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us, or such persons predicated upon the civil
liability provisions of U.S. securities laws or those of any U.S. state.

 The recognition and enforcement
of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments
in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where
the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written
arrangement with the U.S. that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to
the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they
decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest. As a result,
it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S.

 It may also be difficult
for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant
legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with
respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts
of another country or region to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities
regulatory authorities in the U.S. may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to
Article 177 of the PRC Securities Law, or "Article 177," which became effective in March 2020, no overseas securities
regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177
further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business
activities to foreign agencies without prior consent from the securities regulatory authority of the PRC State Council and the competent
departments of the PRC State Council. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated,
the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may
further increase difficulties faced by you in protecting your interests.

 There is also uncertainty
as to whether the courts of Hong Kong would (1) recognize or enforce judgments of U.S. courts obtained against us or our directors or
officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities
laws of any state in the United States, or (2) entertain original actions brought in Hong Kong against us or our directors or officers
that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

 In addition, judgments of
United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal
enforcement of foreign judgments between Hong Kong and the United States. However, subject to certain conditions, including but not limited
to when the judgment is for a definite sum of money in a civil matter and not in respect of taxes, fines, penalties or similar charges,
the judgment is final and conclusive rendered by a court with jurisdiction to adjudicate the matter and has not been stayed or satisfied
in full, the judgment is from a competent court, the judgment was not obtained by fraud, misrepresentation or mistake nor obtained in
proceedings which contravenes the rules of natural justice and the enforcement of the judgment is not contrary to public policy in Hong
Kong, Hong Kong courts may accept such judgment obtained from a United States court as a debt due under the rules of common law. However,
a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.

 Any actions by the Chinese government, including
any decision to intervene or influence the operations of any future PRC subsidiary or to exert control over any offering of securities
conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to the operations of any future
PRC subsidiary, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value
of such securities to significantly decline or be worthless.

 The Chinese government has
exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state
ownership. The ability of any PRC-based or controlled business that we may acquire to operate in China may be impaired by changes in its
laws and regulations, including those relating to taxation, environmental regulations, land use rights, foreign investment limitations,
and other matters. The central or local governments of China may impose new, stricter regulations or interpretations of existing regulations
that would require additional expenditures and efforts on our part to ensure our PRC-based or controlled subsidiary's compliance
with such regulations or interpretations. As such, any future PRC subsidiary may be subject to various government and regulatory interference
in the provinces in which they operate. They could be subject to regulation by various political and regulatory entities, including various
local and municipal agencies and government sub-divisions. They may incur increased costs necessary to comply with existing and newly
adopted laws and regulations or penalties for any failure to comply.

 Furthermore, it is uncertain
when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when
such permission is obtained, whether it will be denied or rescinded. Our operations following a business combination with a PRC entity
could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry,
particularly in the event permission to list on U.S. exchanges may be later required, or withheld or rescinded once given.

 Accordingly, government actions
in the future, including any decision to intervene or influence the operations of any future PRC subsidiary at any time or to exert control
over an offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes
to the operations of any future PRC subsidiary, may limit or completely hinder our ability to offer or continue to offer securities to
investors, and/or may cause the value of such securities to significantly decline or be worthless.

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

 In July 2014, SAFE
promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Offshore Investment and Financing
and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRC
individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents for foreign exchange administration
purpose) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE
Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in
the future.

 Under SAFE Circular 37, PRC
residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose
vehicles, or SPVs, will be required to register such investments with SAFE or its local branches. In addition, any PRC resident who is
a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch of SAFE with respect to
that SPV, to reflect any material change, including, among other things, any major change of a PRC resident shareholder, name or term
of operation of the SPVs, or any increase or reduction of the SPVs' registered capital, share transfer or swap, merger or division.
Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the
local branch of SAFE. If any PRC shareholder of such SPV fails to make the required registration or to update the previously filed registration,
the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share
transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiary
in China. On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy
on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign
exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE
Circular 37, will be filed with qualified banks instead of SAFE or its branches. The qualified banks will directly examine the applications
and accept registrations under the supervision of SAFE.

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

 Furthermore, as these foreign
exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving, it is unclear
how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented
by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to
our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect
our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that
we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings
and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and
could adversely affect our business and prospects.

 PRC regulation of loans to and direct investment
in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds
it receives from offshore financing activities to make loans to or make additional capital contributions to any PRC subsidiaries, which
could materially and adversely affect our liquidity and its ability to fund and expand business.

 Following a business combination
with one or more PRC based entities, any transfer of funds by us to any PRC subsidiaries, either as a shareholder loan or as an increase
in registered capital, is subject to approval by or registration or filing with relevant governmental authorities in China. According
to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to PRC subsidiaries are subject to the
approval of or filing with the Ministry of Commerce in its local branches and registration with a local bank authorized by SAFE. In addition,
(i) any foreign loan procured by PRC subsidiaries is required to be registered with SAFE or its local branches or filed with SAFE in its
information system; and (ii) PRC subsidiaries may not procure loans which exceed the difference between their total investment amount
and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the
People's Bank of China Notice No. 9 (the "PBOC Notice No. 9"). Any medium- or long-term loan to be provided by us or
our affiliated entities, if any, to our PRC subsidiary must be registered with the National Development and Reform Commission and SAFE
or its local branches. We may not be able to obtain these government approvals or complete such registrations on a timely basis, if at
all, with respect to future capital contributions or foreign loans by us to our PRC subsidiaries. If we fail to receive such approvals
or complete such registration or filing, our ability to capitalize on PRC operations may be negatively affected, which could adversely
affect our liquidity and ability to fund and expand our businesses.

 The Circular on Reforming
the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular 19, effective as of June 1,
2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over
Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016, allows certain entities to
settle their foreign exchange capital at their discretion, but continues to prohibit them from using the Renminbi fund converted from
their foreign exchange capitals for expenditure beyond their business scopes, and also prohibit such PRC based entities from using such
Renminbi fund to provide loans to persons other than affiliates unless otherwise permitted under its business scope. As a result, SAFE
Circular 19 and SAFE Circular 16 may significantly limit our future ability to use Renminbi converted from the net proceeds from our offshore
financing activities to fund the establishment of new entities in China by us or their subsidiaries, to invest in or acquire any other
PRC companies through any future PRC subsidiaries in China, which may adversely affect our business, financial condition and results of
operations.

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

 On February 3, 2011, the
PRC government issued a Notice Concerning the Establishment of Security Review Procedure on Mergers and Acquisitions of Domestic Enterprises
by Foreign Investors ("Security Review Regulations"), which became effective on March 3, 2011. The Security Review Regulations
cover acquisitions by foreign investors of a broad range of PRC enterprises if such acquisitions could result in de facto control by foreign
investors. On December 19, 2020, the National Development and Reform Commission (the "NDRC") and MOFCOM jointly issued the
Measures for the Security Review of Foreign Investments (the "New FISR Measures"), which was made pursuant to the National
Security Law and the Foreign Investment Law, which became effective on January 18, 2021. The New FISR Measures further expand the scope
of national security review on foreign investment, while leaving substantial room for interpretation and speculation. Foreign investors
or the relevant parties in China (hereinafter referred to collectively as the "parties concerned") are required to provide
advance notice to the office of the working mechanism relating to a proposed foreign investment within the following categories so that
it can consider whether to permit such an investment: (a) military industry, military industrial supporting and other fields relating
to the security of national defense, and investments in areas surrounding military facilities and military industry facilities; and (b)
important agricultural products, important energy and resources, important equipment manufacturing, important infrastructure, important
transport services, important cultural products and services, important information technology and Internet products and services, important
financial services, key technologies and other important fields relating to national security. Prior to a decision being made by the office
of the working mechanism, the parties concerned shall not consummate the proposed investment.

 The Security Review Regulations
and the New FISR Measures will potentially subject a large number of mergers and acquisitions transactions by foreign investors in China
to an additional layer of regulatory review. Currently, there is significant uncertainty as to the implication of the Security Review
Regulations and the New FISR Measures. Complying with the requirements of the above-mentioned regulations and other relevant rules to
complete such transactions could be time-consuming, and any required approval processes may delay or inhibit our ability to complete our
potential initial business combination, and we may have to spend additional resources and incur additional time delays to complete any
such acquisition. There is no guarantee that we can receive such approval in a timely manner, and we may also be prevented from pursuing
certain investment opportunities if the PRC government considers that the potential investments will result in a significant national
security issue. If obtained, since our initial business combination period is 15 months from the closing of our Initial Public Offering,
or if we decide to extend the period of time to consummate our initial business combination, 18 months from the closing of our Initial
Public Offering, and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target
company, we may be unable to complete a business combination by October 14, 2024, or if we decide to extend the period of time to consummate
our initial business combination, January 14, 2025.

 Dividends payable to our foreign investors
and gains on the sale of our ordinary shares by our foreign investors may be subject to PRC tax.

 We may consummate a business
combination with a target business based in and primarily operating in China through subsidiaries in China. After such business combination,
the combined company may rely on dividends and other distributions from the PRC subsidiaries of the combined company to provide it with
cash flow and to meet its other obligations. Current regulations in China would permit the combined company's PRC subsidiaries to
pay dividends only out of their accumulated distributable profits, if any, determined in accordance with Chinese accounting standards
and regulations. In addition, the combined company's PRC subsidiaries in China will be required to set aside at least 10% of their
after-tax profits each year to fund their respective statutory reserves (up to an aggregate amount equal to half of their respective registered
capital). Such cash reserve may not be distributed as cash dividends.

 In addition, if the combined
company's PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability
to pay dividends or make payments to the combined company or its PRC subsidiaries, as applicable.

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

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

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

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

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

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

 Recent greater oversight by the Cyberspace
Administration of China over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our
future business and any future offering of securities.

 On July 10, 2021, the
Cyberspace Administration of China or CAC published the Circular on Seeking Comments on Cybersecurity Review Measures (Revised Draft for
Comments) (the "Review Measures Draft"), which provides that, in addition to critical information infrastructure operators
("CIIOs") that intend to purchase Internet products and services, data processing operators engaging in data processing activities
that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According
to the Review Measures Draft, a cybersecurity review assesses potential national security risks that may be brought about by any procurement,
data processing, or overseas listing ("Cybersecurity Review Measures"). The Review Measures Draft further requires that CIIOs
and data processing operators that possess personal data of at least one million users must apply for a review by the Cybersecurity Review
Office of the PRC before conducting listings in foreign countries. The deadline for public comments on the Review Measures Draft was July 25,
2021. There remains uncertainty, however, as to how the final Cybersecurity Review Measures will be interpreted or implemented and whether
the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation
related to the Cybersecurity Review Measures.

 We may be required to obtain
permission from Chinese authorities, including the Cyberspace Administration of China to acquire and operate certain PRC-based or controlled
businesses, and the ownership or operation of certain China-based businesses may be limited or prohibited to foreign investors.

 Compliance with the Cybersecurity
Review Measures, if applicable to a potential business combination, would likely be time consuming and costly and may not be able to be
completed timely to comply with our time constraints in completing a business combination.

 If we inadvertently conclude
that the Cybersecurity Review Measures do not apply to a potential business combination, or if applicable laws, regulations, or interpretations
change and it is determined in the future that the Cybersecurity Review Measures become applicable to us, we may be subject to review
when conducting data processing activities, and may face challenges in addressing its requirements and make necessary changes to our internal
policies and practices. We may incur substantial costs in complying with the Cybersecurity Review Measures, which could result in material
adverse changes in our business operations and financial position. If we are not able to fully comply with the Cybersecurity Review Measures,
our ability to offer or continue to offer securities to investors may be significantly limited or completely hindered, and our securities
may significantly decline in value or become worthless.

 If any such new laws, regulations,
rules, or implementation and interpretation come into effect, we will take all reasonable measures and actions to comply and to minimize
the adverse effect of such laws on us. We cannot guarantee, however, that we will not be subject to cybersecurity review in the future.
During such review, we may be required to suspend our operation or experience other disruptions to our operations. Cybersecurity review
could also result in negative publicity with respect to our Company and diversion of our managerial and financial resources, which could
materially and adversely affect our business, financial conditions, and results of operations.

 Notwithstanding that our
officers and directors have significant ties to and are located in China, we do not believe that CAC oversight has affected, or will affect,
our operations, including our search for a business combination target. To the extent applicable to us, we believe that we are compliant
with the current rules and policies of CAC.

 Risks Related to Our Securities

 In the event that we are not the surviving
entity upon the consummation of our initial business combination, and there is no effective registration statement for the offering of
the shares underlying the rights, the rights may expire worthless.

 If we enter into a definitive
agreement for a business combination in which we will not be the surviving entity, the definitive agreement will provide for the holders
of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted
into ordinary share basis, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive
the 1/5 share underlying each right (without paying any additional consideration) upon consummation of the business combination. More
specifically, the right holder will be required to indicate his, her or its election to convert the rights into underlying shares as well
as to return the original rights certificates to us. In the event that we are not the surviving entity upon the consummation of our initial
business combination, and there is no effective registration statement for the offering of the shares underlying the rights, the rights
may expire worthless.

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

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

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

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

 Past performance by our management team
and their respective affiliates may not be indicative of future performance of an investment in us.

 Information regarding performance
by, or businesses associated with, our management team and their affiliates is presented for informational purposes only. Past performance
by our management team, including their affiliates' past performance, is not a guarantee either (i) of success with respect to any
business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination.
You should not rely on the historical record of our management team and their affiliates as indicative of our future performance. Additionally,
in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful.
Except for Ms. Jialuan Ma and Mr. Sze Wai Lee, none of our officers or directors has had experience operating a blank check company
in the past.

 We may seek acquisition opportunities in
industries or sectors that may be outside of our management's areas of expertise.

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

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

 Although we have identified
general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter
into our initial business combination will not have all of these positive attributes. If we complete our initial business combination
with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business
that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target
that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may
make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain
amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval
for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination
if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination,
our public shareholders may receive only approximately $10.00 per share on the liquidation of our trust account and our rights will expire
worthless.

 Unless we complete our initial business
combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business
or businesses, we are not required to obtain an opinion from an independent investment banking or from an independent accounting firm,
and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company
from a financial point of view.

 Unless we complete our initial
business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the
target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, or another independent
firm that commonly renders valuation opinions or from an independent accounting firm that the price we are paying for a target is fair
to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of
our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the
target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed
in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. However, if
our Board of Directors is unable to determine the fair value of an entity with which we seek to complete an initial business combination
based on such standards, we will be required to obtain an opinion as described above. We are not prohibited from pursuing an initial business
combination with a company that is affiliated with our sponsor, officers or directors, or making the acquisition through a joint venture
or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination
with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an
opinion from an independent investment banking firm or from another independent firm that commonly renders valuation opinions or an independent
accounting firm, that such an initial business combination is fair to our company from a financial point of view. We are not required
to obtain such an opinion in any other context.

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

 Our amended and restated
memorandum and articles of association authorizes the issuance of up to 490,000,000 ordinary shares, par value $0.0001 per share and 10,000,000
preference shares, par value $0.0001 per share. Immediately after IPO, there were 482,341,652 authorized but unissued ordinary shares
available for issuance, which amount does not take into account shares reserved for issuance upon conversion of outstanding rights.

 We may issue a substantial
number of additional ordinary shares, and may issue preference shares, in order to complete our initial business combination or under
an employee incentive plan after completion of our initial business combination. However, our amended and restated memorandum and articles
of association provides, among other things, that prior to our initial business combination, we may not issue additional ordinary shares
that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. The
issuance of additional ordinary shares or preference shares:

 may significantly dilute the equity interest of investors in our IPO;

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

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

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

 We may be a passive foreign investment company,
or "PFIC," which could result in adverse U.S. federal income tax consequences to U.S. investors.

 If we are a PFIC for any
taxable year (or portion thereof) that is included in the holding period of a U.S. holder of our ordinary shares or rights, the U.S. holder
may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status
for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular
circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will
qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable
year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end
of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. holder such
information as the Internal Revenue Service ("IRS") may require, including a PFIC annual information statement, in order to
enable the U.S. holder to make and maintain a "qualified electing fund" election, but there can be no assurance that we will
timely provide such required information. We urge U.S. holders to consult their own tax advisors regarding the possible application of
the PFIC rules to holders of our ordinary shares and rights.

 We may transfer and be registered by way
of continuation, or reincorporate, in another jurisdiction in connection with our initial business combination and such transfer or reincorporation
may result in taxes imposed on shareholders.

 We may, in connection with
our initial business combination and subject to requisite shareholder approval under the Companies Act, register by way of continuation,
or reincorporate, in the jurisdiction in which the target company or business is located. The transaction may require a shareholder to
recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is
a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject
to withholding taxes or other taxes with respect to their ownership of us after the transfer and registration by way of continuation,
or reincorporation.

 Resources could be wasted in researching
acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00
per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our rights will expire worthless.

 We anticipate that the investigation
of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to
complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be
recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business
combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs
incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable
to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation
of our trust account and our rights will expire worthless.

 We are dependent upon our officers and directors
and their departure could adversely affect our ability to operate.

 Our operations are dependent
upon a relatively small group of individuals and, in particular, Ms. Jialuan Ma and our other officers and directors. We believe that
our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination.
In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will
have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations
and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our
directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect
on us.

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

 In recent years, the
market for directors and officers liability insurance for special purpose acquisition companies has changed. The premiums charged for
such policies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance
that these trends will not continue. The increased cost and decreased availability of directors and officers liability insurance could
make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers
liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might
need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability
insurance could have an adverse impact on the post-business combination's ability to attract and retain qualified officers
and directors. In addition, even after we were to complete an initial business combination, our directors and officers could still be
subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As
a result, in order to protect our directors and officers, the post-business combination entity will likely need to purchase additional
insurance with respect to any such claims ("run-off insurance"). The need for run-off insurance would be an added
expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business
combination on terms favorable to our investors.

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

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

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

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

 We may have a limited ability to assess
the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose
management may not have the skills, qualifications or abilities to manage a public company.

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

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

 Our officers and directors will allocate
their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.
This conflict of interest could have a negative impact on our ability to complete our initial business combination.

 Our 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 officers is engaged in several other business endeavors
for which he or she may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of
hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers'
and directors' other business affairs require them to devote substantial amounts of time to such affairs in excess of their current
commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete

 Members of our management team and companies
affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to
our business.

 Members of our management
team have been involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As
a result of such involvement, members of our management team and companies affiliated thereof have been, and may from time to time be,
involved in legal proceedings or governmental investigations unrelated to our business. Any such proceedings or investigations may be
detrimental to our or their reputation or result in other negative consequences or damages, which could negatively affect our ability
to identify and complete an initial business combination and may have an adverse effect on the price of our securities.

 Our officers, directors, security holders
and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

 We have not adopted a policy
that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial
interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact,
we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although
we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business
activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

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

 Following the completion
of our IPO and until we consummate our initial business combination, we intend to engage in the business of identifying and combining
with one or more businesses. Our sponsor and its affiliates and our officers and directors are, and may in the future become, affiliated
with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including other SPACs before
we have entered into a definitive agreement regarding our initial business combination. Our officers and directors also may become aware
of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or
contractual duties.

 In addition, our management
team and sponsor are, and/or may in the future become affiliated with other SPACs or other entities that may have acquisition objectives
that are similar to ours. Such entities may compete with us for acquisition opportunities. If such entity decides to pursue any such opportunity,
we may be precluded from pursuing such opportunities. Subject to fiduciary duties under Cayman Islands law, none of the members of our
management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential
business combination of which they become aware. Our management team and sponsor are also not prohibited from sponsoring, investing or
otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior
to us completing our initial business combination. Accordingly, they may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented
to another entity prior to its presentation to us. Our amended and restated memorandum and articles of association provides 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 to any director or officer on the one hand, and us, on
the other.

 We may engage in a business combination
with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors
or existing holders which may raise potential conflicts of interest.

 In light of the involvement
of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor,
officers and directors. Our officers and directors also serve as officers and board members for other entities, including, without limitation,
those described under "Management — Conflicts of Interest." Such entities may compete with us for business combination
opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial
business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business
combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any
affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination
and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent
investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to
acquire or an independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination
with one or more domestic or international businesses affiliated with our officers, directors or existing holders, potential conflicts
of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders
as they would be absent any conflicts of interest.

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

 Our
sponsor owned approximately 21.92% of our issued and outstanding shares after our IPO. The founder shares will be worthless if
we do not complete an initial business combination. In addition, our sponsor purchased an aggregate of 240,848 private placement units,
for a purchase price of $2,408,480, or $10.00 per unit, that will also be worthless if we do not complete a business combination. Each
private placement unit consists of one private placement share, one private placement right, granting the holder thereof the right to
receive one-tenth (1/5) of an ordinary share upon the consummation of an initial business combination.

 The founder shares are identical
to the ordinary shares included in the units being sold in our IPO except that (i) the founder shares are subject to certain transfer
restrictions and (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed
(A) to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with
the completion of our initial business combination, (B) to waive their redemption rights with respect to any founder shares, private placement
shares and public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum
and articles of association (x) to modify the substance or timing of our obligation to provide for the redemption of our public shares
in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business
combination within the timeframe set forth therein or (y) with respect to any other provision relating to shareholders' rights or
pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect
to their founder shares and private placement shares if we fail to complete our initial business combination within 12 months from the
closing of our IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a business combination)
(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).

 The personal and financial
interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing
an initial business combination and influencing the operation of the business following the initial business combination.

 Since our sponsor, officers and directors
may not be eligible to be reimbursed for their out-of-pocket expenses if our initial business combination is not completed, a conflict
of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

 At the closing of our initial
business combination, our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with
activities on our behalf. These financial interests of our sponsor, officers and directors may influence their motivation in identifying
and selecting a target business combination and completing an initial business combination.

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

 Although we currently have
no commitments to issue any notes or other debt securities, or to otherwise incur outstanding debt following our IPO, we may choose to
incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we
have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account.
As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence
of debt could have a variety of negative effects, including:

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

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

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

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

 our inability to pay dividends on our ordinary shares;

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

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

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

 limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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

 Of the net proceeds from
our IPO and the sale of the private placement units, $57,500,000 will be available to complete our business combination and pay related
fees and expenses. We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously
or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target
business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file
pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as
if they had been operated on a combined basis. By completing our initial business combination with only a single entity our lack of diversification
may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business
combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

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

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

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

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

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

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

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

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

 Our amended and restated
memorandum and articles of association does not provide a specified maximum redemption threshold, except that in no event will we redeem
our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business
combination, unless we are otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act (such that we are
not subject to the SEC's "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained
in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination
even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if
we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor,
officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all ordinary
shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed
business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any
shares, all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate

 Investors may view our units as less attractive
than those of other blank check companies.

 Unlike other blank check
companies that sell units comprised of shares and warrants each to purchase one full share in their initial public offerings, we are selling
units comprised of ordinary shares and rights entitling the holder to receive one-fifth (1/5) of one ordinary share. The rights will not
have any voting rights and will expire and be worthless if we do not consummate an initial business combination. Furthermore, no fractional
shares will be issued upon conversion of any rights. As a result, if you acquire less than five rights, you may, in our discretion, not
receive one whole share. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation
being made to the holder of the relevant rights. Accordingly, investors in our company will not be issued the same securities as part
of their investment as they may have in other blank check company offerings, which may have the effect of limiting the potential upside
value of your investment in our company.

 In order to effectuate an initial business
combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments.
We cannot assure you that we will not seek to amend our Amended and Restated Memorandum and Articles of Association or governing instruments
in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

 In order to effectuate a
business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments.
For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the
period of time in which it had to consummate a business combination. We cannot assure you that we will not seek to amend our Amended and
Restated Memorandum and Articles of Association or governing instruments or extend the time in which we have to consummate a business
combination through amending our Amended and Restated Memorandum and Articles of Association, each of which will require a special resolution
of our shareholders as a matter of Cayman Islands law, meaning a resolution passed by holders of at least two thirds of our ordinary shares
who are eligible to vote and attend (in person or by proxy) at a general meeting of the company's shareholders.

 The provisions of our Amended and Restated
Memorandum and Articles of Association that relate to our pre-initial business combination activity (and corresponding provisions of the
agreement governing the release of funds from our trust account), including an amendment to permit us to withdraw funds from the trust
account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated,
may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, which
is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended
and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination
that some of our shareholders may not support.

 Some
other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those
which relate to a company's pre-initial business combination activity, without approval by a certain percentage of the company's
shareholders. In those companies, amendment of these provisions requires approval by between 90% and 100% of the company's public
shareholders. Our amended and restated memorandum and articles of association provides that any of its provisions, including those related
to pre-initial business combination activity (including the requirement to deposit proceeds of our IPO into the trust account and not
release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and
in our amended and restated memorandum and articles of association or an amendment to permit us to withdraw funds from the trust account
such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated), may
be amended if approved by a special resolution passed by holders of at least two-thirds of our ordinary shares who attend and vote in
a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended
if approved by holders of 65% of our ordinary shares. We may not issue additional securities that can vote on amendments to our amended
and restated memorandum and articles of association. Our sponsor, which beneficially owns approximately 21.92% of our ordinary shares,
will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will
have the discretion to vote in any manner it chooses. As a result, we may be able to amend the provisions of our amended and restated
memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies,
and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies
against us for any breach of our amended and restated memorandum and articles of association.

 Certain
agreements related to our IPO may be amended without shareholder approval.

 Certain
agreements, including the letter agreement among us and our sponsor, officers, and directors, the registration rights agreement among
us and our sponsor and the administrative services agreement between us and our sponsor, may be amended without shareholder approval.
These agreements contain various provisions that our public shareholders might deem to be material. For example, the underwriting agreement
related to our IPO contains a covenant that the target company that we acquire must have a fair market value equal to at least 80% of
the balance in the trust account at the time of signing the definitive agreement for the transaction with such target business (excluding
the income taxes payable on the interest earned on the trust account) so long as we maintain a listing for our securities on the NASDAQ.
While we do not expect our board to approve any amendment to any of these agreements prior to our initial business combination, it may
be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments
to any such agreement in connection with the consummation of our initial business combination. Any such amendment may have an adverse
effect on the value of an investment in our securities.

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

 Although we believe that
the net proceeds of our IPO and the sale of the private placement units will be sufficient to allow us to complete our initial business
combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular
transaction. However, we intend to acquire one or more businesses with a total enterprise value of between $200,000,000 and $400,000,000
which represents enterprise values that are greater than the net proceeds of our IPO and the sale of the private placement units. If the
net proceeds of our IPO and the sale of the private placement units prove to be insufficient, either because of the size of our initial
business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a
significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of
negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional
financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms,
if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,
we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. In addition, even if we do not need additional financing to complete our initial business combination, we may require
such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material
adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders are required
to provide any financing to us in connection with or after our initial business combination. If we are unable to complete our initial
business combination, our public shareholders may only receive approximately $10.00 per share on the liquidation of our trust account
and our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the
redemption of their shares.

 Our sponsor paid an aggregate of $25,000,
or approximately $0.02 per founder share, and, accordingly, you will experience immediate and substantial dilution upon the consummation
of our initial business combination.

 We offered our units at an
offering price of $10.00 per unit and the amount in our trust account was anticipated to be $10.00 per public share, implying an initial
value of $10.00 per public share. However, prior to our IPO, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder
shares, or approximately $0.02 per share. As a result, the value of your public shares may be significantly diluted upon the consummation
of our initial business combination, when the founder shares are converted into public shares.

 The value of the founder shares following
completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the
trading price of our ordinary shares at such time is substantially less than $10.00 per share.

 Upon the closing of the IPO,
our sponsor invested in us an aggregate of $2,433,480, comprised of the $25,000 purchase price for the founder shares and the $2,408,480
purchase price for the private placement units. Assuming a trading price of $10.00 per share upon consummation of our initial business
combination, the 1,437,500 founder shares would have an aggregate implied value of $14,375,000. As a result, even if the trading price
of our ordinary share significantly declines, the value of the founder shares held by our sponsor will be significantly greater than the
amount our sponsor paid to purchase such shares. Therefore, our sponsor is likely to be able to make a substantial profit on its investment
in us at a time when our public shares have lost significant value. Accordingly, members of our management team who owns interests
in our sponsor may have an economic incentive that differs from that of the public shareholders to pursue and consummate an initial business
combination rather than to liquidate and to return all of the cash in the trust to the public shareholders, even if that business combination
were with a riskier or less-established target business. For the foregoing reasons, you should consider our management team's financial
incentive to complete an initial business combination when evaluating whether to redeem your shares prior to or in connection with the
initial business combination

 Our rights agreement with our transfer agent
will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole
and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our rights, which could limit the
ability of rights holders to obtain a favorable judicial forum for disputes with our company.

 Our rights agreement with
our transfer agent, which govern the terms of the rights, provides that, subject to applicable law, (i) any action, proceeding or claim
against us or the rights agent arising out of or relating in any way to the rights agreement shall be brought and enforced in the courts
of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we and the rights agent
irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. These
provisions therefore require holders of our rights to submit to the jurisdiction of the courts of New York, New York. We and the rights
agent and investors have therefore waived any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.

 Notwithstanding the foregoing,
this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act, any other
claim for which the federal courts have exclusive jurisdiction or any complaint asserting a cause of action arising under the Securities
Act against us or any of our directors, officers, other employees or agents. Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
In addition, the Company cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

 Notwithstanding the foregoing
limitations on venue, such provisions are not applicable with respect to claims under the United States' Securities Act or Exchange
Act. With respect to other types of claims these choice-of-forum provisions may limit a right's holder's ability to bring
a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively,
if a court were to find this provision of our rights agreement inapplicable or unenforceable with respect to one or more of the specified
types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could
materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and
resources of our management and board of directors.

 We may amend the terms of the rights in
a manner that may be adverse to holders of public rights with the approval by the holders of a majority of the then issued and outstanding
rights.

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

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

 We have issued public rights
that will result in the issuance of up to 1,150,000 ordinary shares as part of the units offered by us in our initial public offering.
The potential for the issuance of a substantial number of additional shares upon conversion of the rights could make us a less attractive
acquisition vehicle in the eyes of a target business. Such securities, when converted, will increase the number of issued and outstanding
ordinary shares and reduce the value of the shares issued to complete the business combination. Accordingly, our rights may make it more
difficult to effectuate a business combination or increase the cost of acquiring the target business. Additionally, the sale, or even
the possibility of sale, of the ordinary shares underlying the rights could have an adverse effect on the market price for our securities
or on our ability to obtain future financing. If and to the extent these rights are exercised, you may experience dilution to your holdings.

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

 The federal proxy rules require
that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical
and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection
with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required
to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or U.S.
GAAP, or international financing reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on
the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target
businesses we may acquire because some targets may be unable to provide such 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 are an emerging growth company within
the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth
companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with
other public companies.

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

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

 Additionally, we are a "smaller reporting
company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of
certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market
value of our Class A ordinary shares held by non-affiliates equaled or exceeded $250.0 million as of the end of the prior
June 30 th, and (2) our annual revenues equaled or exceeded $100.0 million during such completed fiscal year
or the aggregate worldwide market value of our Class A ordinary shares held by non-affiliates equaled or exceeded $700.0 million
as of end of our prior second fiscal quarter.

 Cyber incidents or attacks directed at us
could result in information theft, data corruption, operational disruption and/or financial loss.

 We depend on digital technologies,
including information systems, infrastructure and cloud applications and services, including those of third parties with which we may
deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure
of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential
data. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against
such occurrences. We may not have sufficient resources to adequately protect against or to investigate and remediate any vulnerability
to cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business
and lead to financial loss.

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

 Section 404 of the Sarbanes-Oxley Act requires that we evaluate
and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending March 31, 2026.
Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply with the independent
registered public accounting firm attestation requirement on our internal control over financial reporting. Further, as long as we remain
an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement
on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of
the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek
to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy
of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition.

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

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

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

 We have been advised by our
Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts
of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state;
and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions
of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.
In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the
courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without
retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will
apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction),
and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable
on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public
policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands
Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

 As a result of all of the
above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members
of the Board of Directors or controlling shareholders than they would as public shareholders of a United States company.

 Provisions in our amended and restated memorandum
and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future
for our ordinary shares and could entrench management.

 Our amended and restated
memorandum and articles of association contains provisions that may discourage unsolicited takeover proposals that shareholders may consider
to be in their best interests. These provisions may make more difficult the removal of management and may discourage transactions that
otherwise could involve payment of a premium over prevailing market prices for our securities.

 After our initial business combination,
it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located
outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.

 It is possible that after
our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets
will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United
States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United
States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

 In particular, investors
should be aware that there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize
and enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of
the securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands
or any other applicable jurisdiction's courts against us or our directors or officers predicated upon the securities laws of the
United States or any state in the United States.

 Economic substance legislation of the Cayman
Islands may adversely impact us or our operations.

 The Cayman Islands, together with several other non-European Union
jurisdictions, have introduced legislation aimed at addressing concerns raised by the Organization for Economic Co-operation and Development's
(OECD) Base Erosion and Profit Shifting (BEPS) initiative as to offshore structures engaged in certain activities which attract profits
without real economic activity. The International Tax Co-operation (Economic Substance) Act, (As Revised) (the "Economic Substance
Act") contains economic substance requirements for in-scope Cayman Islands entities which are engaged in certain "relevant
activities". As we are a Cayman Islands company, our compliance obligations will include filing an annual notification, which needs
to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent
required under the Economic Substance Act. If the Cayman Islands Tax Information Authority determines that the Company or any of its Cayman
Islands subsidiaries has failed to meet the requirements imposed by the Economic Substance Act, the Company may face significant financial
penalties, restrictions on the regulation of its business activities and/or may be struck off as a registered entity in the Cayman Islands.

 As it is still a relatively
new regime, it is anticipated that the Economic Substance Act and associated guidance will evolve and may be subject to further clarification
and amendments. We may need to allocate additional resources to keep updated with these developments, and may have to make changes to
our operations in order to comply with all requirements under the Economic Substance Act. Failure to satisfy these requirements may subject
us to penalties under the Economic Substance Act.

 Risks Associated with Acquiring and Operating
a Business Outside of the United States

 If we effect our initial business combination
with a company located outside of the United States, we would be subject to a variety of additional risks that may negatively impact our
operations.

 If we effect our initial
business combination with a company located outside of the United States (excluding any business combination with an entity or business
based in the People's Republic of China, including Hong Kong and Macau), or that has its principal or a majority of its business
operations in such jurisdictions we would be subject to any special considerations or risks associated with companies operating in the
target business' home jurisdiction, including any of the following:

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

 laws governing the manner in which future business combinations may be effected;

 tariffs and trade barriers;

 regulations related to customs and import/export matters;

 longer payment cycles;

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

 currency fluctuations and exchange controls;

 rates of inflation;

 challenges in collecting accounts receivable;

 cultural and language differences;

 employment regulations;

 crime, strikes, riots, civil disturbances, terrorist attacks and wars; and

 deterioration of political relations with the United States which could result in any number of difficulties, both normal course such as above or extraordinary such as sanctions being imposed. We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer.

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

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

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

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

 Because of the costs and difficulties inherent
in managing cross-border business operations after we acquire it, our results of operations may be negatively impacted following a business

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

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

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

 Rules and regulations in
many countries, including some of the emerging markets within the regions we will initially focus, are often ambiguous or open to differing
interpretation by responsible individuals and agencies at the municipal, state, regional and federal levels. The attitudes and actions
of such individuals and agencies are often difficult to predict and inconsistent.

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

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

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

 Exchange rate fluctuations and currency
policies may cause a target business' ability to succeed in the international markets to be diminished.

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

 Because our business objective
includes the possibility of acquiring one or more operating businesses with primary operations in emerging markets we will focus on, changes
in the exchange rate between the U.S. dollar and the currency of any relevant jurisdiction may affect our ability to achieve such objective.
For instance, the exchange rates between the Turkish lira or the Indian rupee and the U.S. dollar has changed substantially in the last
two decades and may fluctuate substantially in the future. If the U.S. dollar declines in value against the relevant currency, any business
combination will be more expensive and therefore more difficult to complete. Furthermore, we may incur costs in connection with conversions
between U.S. dollars and the relevant currency, which may make it more difficult to consummate a business combination.

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

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

 Because foreign law could govern almost
all of our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere, which could result in
a significant loss of business, business opportunities or capital.

 Foreign law could govern
almost all of our material agreements. The target business may not be able to enforce any of its material agreements or that remedies
will be available outside of such a foreign jurisdiction's legal system. The system of laws and the enforcement of existing laws and
contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United States. Judiciaries in such
jurisdiction may also be relatively inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of
uncertainty as to the outcome of any litigation. As a result, the inability to enforce or obtain a remedy under any of our future agreements
could result in a significant loss of business and business opportunities.

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

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

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

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

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

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

 levying fines;

 revoking our business and other licenses;

 requiring that we restructure our ownership or operations; and

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

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

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

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

 Companies in foreign countries
may be subject to accounting, auditing, regulatory and financial standards and requirements that differ, in some cases significantly,
from those applicable to public companies in the United States, which may make it more difficult or complex to consummate a business combination.
In particular, the assets and profits appearing on the financial statements of a foreign company may not reflect its financial position
or results of operations in the way they would be reflected had such financial statements been prepared in accordance with U.S. GAAP and
there may be substantially less publicly available information about companies in certain jurisdictions than there are about comparable
United States companies. Moreover, foreign companies may not be subject to the same degree of regulation as are United States companies
with respect to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements and the timely disclosure
of information.

 Legal principles relating
to corporate affairs and the validity of corporate procedures, directors' fiduciary duties and liabilities and shareholders'
rights for foreign corporations may differ from those that may apply in the U.S., which may make the consummation of a business combination
with a foreign company more difficult. We therefore may have more difficulty in achieving our business objective.

 Because a foreign judiciary may determine
the scope and enforcement of almost all of our target business' material agreements under the law of such foreign jurisdiction,
we may be unable to enforce our rights inside and outside of such jurisdiction.

 The law of a foreign jurisdiction
may govern almost all of our target business' material agreements, some of which may be with governmental agencies in such jurisdiction.
We cannot assure you that the target business or businesses will be able to enforce any of their material agreements or that remedies
will be available outside of such jurisdiction. The inability to enforce or obtain a remedy under any of our future agreements may have
a material adverse impact on our future operations.

 A slowdown in economic growth in the markets
that our business target operates in may adversely affect our business, financial condition, results of operations, the value of its equity
shares and the trading price of our shares following our business combination.

 Following the business combination,
our results of operations and financial condition may depend on, and may be adversely affected by, conditions in financial markets in
the global economy, and, particularly in the markets where the business operates. The specific economy could be adversely affected by
various factors such as political or regulatory action, including adverse changes in liberalization policies, business corruption, social
disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, inflation, commodity and energy
prices and various other factors which may adversely affect our business, financial condition, results of operations, value of our equity
shares and the trading price of our shares following the business combination.

 Recent increases in inflation in the United States
and elsewhere could make it more difficult for us to complete our initial business combination.

 Recent increases in inflation
in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other
national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial business

 Regional hostilities, terrorist attacks,
communal disturbances, civil unrest and other acts of violence or war may result in a loss of investor confidence and a decline in the
value of our equity shares and trading price of our shares following our business combination.

 Terrorist attacks, civil
unrest and other acts of violence or war may negatively affect the markets in which we may operates our business following our business
combination and also adversely affect the worldwide financial markets. In addition, the countries we will focus on, have from time to
time experienced instances of civil unrest and hostilities among or between neighboring countries. Any such hostilities and tensions may
result in investor concern about stability in the region, which may adversely affect the value of our equity shares and the trading price
of our shares following our business combination. Events of this nature in the future, as well as social and civil unrest, could influence
the economy in which our business target operates, and could have an adverse effect on our business, including the value of equity shares
and the trading price of our shares following our business combination.

 The occurrence of natural disasters may
adversely affect our business, financial condition and results of operations following our business combination.

 The occurrence of natural
disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect our business, financial
condition or results of operations following our business combination. The potential impact of a natural disaster on our results of operations
and financial position is speculative, and would depend on numerous factors. The extent and severity of these natural disasters determines
their effect on a given economy. Although the long-term effect of diseases such as the H5N1 "avian flu," or H1N1, the swine
flu, cannot currently be predicted, previous occurrences of avian flu and swine flu had an adverse effect on the economies of those countries
in which they were most prevalent. An outbreak of a communicable disease in our market could adversely affect our business, financial
condition and results of operations following our business combination. We cannot assure you that natural disasters will not occur in
the future or that its business, financial condition and results of operations will not be adversely affected.

 If any dividend is declared in the future
and paid in a foreign currency, you may be disproportionately taxed on what you actually receive.

 If you are a U.S. holder
of our Ordinary Shares, you will be taxed on the U.S. dollar value of your dividends, if any, at the time you receive them, even if you
actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically, if a dividend
is declared and paid in a foreign currency, the amount of the dividend distribution that you must include in your income as a U.S. holder
will be the U.S. dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign currency to the
U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted
into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert the currency into U.S. dollars, you
will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.

 Any downgrade of credit ratings of the country
in which the company we acquire does business may adversely affect our ability to raise debt financing following our business combination.

 No assurance can be given
that any rating organization will not downgrade the credit ratings of the sovereign long-term debt of the country in which our business
target operates, which reflect an assessment of the overall financial capacity of the government of such country to pay its obligations
and its ability to meet its financial commitments as they become due. Any downgrade could cause interest rates and borrowing costs to
rise, which may negatively impact both the perception of credit risk associated with our future variable rate debt and our ability to
access the debt markets on favorable terms in the future. This could have an adverse effect on our financial condition following our business

 Returns on investment in foreign companies
may be decreased by withholding and other taxes.

 Our investments will incur
tax risk unique to investment in developing economies. Income that might otherwise not be subject to withholding of local income tax under
normal international conventions may be subject to withholding of income tax in a developing economy. Additionally, proof of payment of
withholding taxes may be required as part of the remittance procedure. Any withholding taxes paid by us on income from our investments
in such country may or may not be creditable on our income tax returns. We intend to seek to minimize any withholding tax or local tax
otherwise imposed. However, there is no assurance that the foreign tax authorities will recognize application of such treaties to achieve
a minimization of such tax. We may also elect to create foreign subsidiaries to effect the business combinations to attempt to limit the
potential tax consequences of a business combination.

 Item 1B. Unresolved Staff Comments

 None

 Item 1C. Cybersecurity

 We are a blank check company
with no business operations. Since the IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction
candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management
program or formal processes for assessing cybersecurity risk. We depend on the digital technologies of third parties, and 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 and could have
a material adverse effect on our business, financial condition or reputation. 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. As an early-stage company without significant investments in data security protection, we may
not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate
and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have
material adverse consequences on our business and lead to financial loss.

 Our board of directors is
generally responsible for the oversight of risks from cybersecurity threats, if there is any. Our management will promptly report to the
 board of directors on incidents of material cybersecurity risks facing us and any third parties and the measures that may be taken to
mitigate such risks. As of the date of this annual report, we have not encountered any cybersecurity incidents that have materially affected,
or that we believe are reasonably likely to materially affect, us, including our business strategy, results of operations or financial
condition. We do, however, face risks from cybersecurity threats. For additional information regarding the risks we face from cybersecurity
threats, please see Item 1A. Risk Factors of this Form 10-K, including the risk factors under the following heading: "Cyber incidents
or attacks at us could result in information theft, data corruption, operational disruption and/or financial loss."

 Item 2. Properties

 We have entered into a short-term
month to month lease for office space at 39 E Broadway, Suite 603, New York, New York which we utilize for our main offices in the United
States. The cost per month is approximately $200. The rent is paid by our sponsor pursuant to the administrative services agreement
between us and our sponsor.

 Item 3. Legal Proceedings

 As of March 31, 2025, there
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in
their capacity as such.

 Item 4. Mine Safety Disclosures.

 Not applicable.

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

 Our units are currently traded
on The Nasdaq Capital Market under the symbol "UYSCU" and started trading on The Nasdaq Capital Market on April 1, 2025. The
ordinary shares and rights began separate trading on May 27, 2025, under the symbols "UYSC" and "UYSCR" respectively.

 Shareholders of Record

 As of June 26, 2025, there were
1,377,691 of our units issued and outstanding by 2 security holders of record. Assuming all units have been separated into ordinary shares
and rights, at June 26, 2025, there were 7,658,348 ordinary shares issued and outstanding held by 3 shareholders of record, and there
were 5,990,848 of our rights issued and outstanding and held by 1 holder of record. The number of record holders was determined from the
records of our transfer agent and does not include beneficial owners of any of our securities whose securities are held in the names of
various security brokers, dealers, and registered clearing agencies.

 Dividends

 We have not paid any cash
dividends on our shares of 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 condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business
combination will be, subject to the laws of the Cayman Islands, within the discretion of our board of directors at such time. It is the
present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board
of directors does not anticipate declaring any cash dividends in the foreseeable future. In addition, our board of directors is not currently
contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to under the terms of such indebtedness.

 Recent Sales of Unregistered Securities

 On August 2, 2024, our
sponsor entered into a subscription agreement with us to purchase 1,725,000 founder shares for an aggregate purchase price of $25,000,
or approximately $0.01 per share. Due to the reduction in the offering size, we and our sponsor subsequently amended such securities subscription
agreement, pursuant to which we subsequently cancelled 287,500 founder shares such that our sponsor now owns an aggregate of 1,437,500
founder shares for an aggregate purchase price of $25,000.

 On April 1, 2025, in connection
with the closing of the IPO, our sponsor purchased an aggregate of 227,500 placement units (the "Private Placement Units")
at a purchase price of $10.00 per unit (the "Private Placement"). In connection with the IPO, the underwriters were granted
a 45-day option (the "Over-Allotment Option") to purchase up to 750,000 additional units to cover over-allotments (the "Option
Units"), if any. In two separate closings of the Over-Allotment Option on April 7, 2025 and April 9, 2025, the Sponsor purchased
an additional total of 13,348 Private Placement Units at a purchase price of 10.00 per unit. Each Private Placement Unit consists of one
ordinary share and one right to receive one-fifth (1/5 th) of one ordinary share and the Private Placement generated total proceeds
of $2,408,480, including the cancellation of $337,580 of indebtedness. The Private Placement was conducted as a non-public transaction
and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act of 1933, as amended
(the "Securities Act"), in reliance upon Section 4(a)(2) of the Securities Act.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 None.

 Use of Proceeds

 The registration statement
for our initial public offering was declared effective by the Securities and Exchange Commission on March 31, 2025. We completed our initial
public offering on April 1, 2025. In our initial public offering, we sold 5,750,000 units at an offering price of $10.00, including units
sold in connection with the exercise of the Over-Allotment Option, generating gross proceeds of $57,500,000. Each Unit consisted of one
ordinary share and one right. Each right entitles the holders thereof to receive one-fifth (1/5 th) of one ordinary share upon
the consummation of the initial business combination.

 Simultaneously with the closing
of the IPO, pursuant to the Private Placement Units Purchase Agreement by and between the Company and our sponsor, UY Scuti Investments
Limited, the Company completed the private sale of an aggregate of 240,848 units (the "Private Placement Units") to
the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,408,480.

 Transaction costs related
to our IPO amounted to $3,019,884, consisting of $875,000 of underwriting fees, $1,812,600 of the Representative Shares and $332,284 of other offering costs.
A total of $57,500,000, from the proceeds of the IPO and the Private Placement, was placed in a U.S.-based trust account, established
by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust
account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust
account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any of the
Company's public shares properly tendered in connection with a shareholder vote to amend the Company's amended and restated
memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company's public
shares if it does not complete its initial business combination within 12 months from the closing of the IPO (or up to 15 months or 18
months from the closing of the IPO if we extend the period of time to consummate a business combination), or (B) with respect to any other
provision relating to shareholders' rights or pre-business combination activity, and (iii) the redemption of the Company's
public shares if it is unable to complete its initial business combination within 12 months from the closing of the IPO (or up to 15 months
or 18 months from the closing of the IPO if we extend the period of time to consummate a business combination.

 Net cash generated from the
IPO and private placement units and held outside of the trust was used in operating activities was $792,706. As of March 31, 2025, the Company
had a working capital deficit of $138,268.

 Our management has broad
discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust
Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination
and working capital. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.
We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the
sale of our securities and loans from the Sponsor and other parties to fund our operations.

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM 6. RESERVED

 Not applicable.

 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," "Item 1A. Risk Factors" and elsewhere
in this Annual Report on Form 10-K.

 Overview

 We are a blank check company
incorporated in the Cayman Islands and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation
with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar
business combination with one or more businesses or entities, which we refer to throughout this annual report as our business combination.
While we have not identified any specific business combination target as of yet, since the completion of our initial public offering we
have initiated our research effort to identify a large number of potential targets. We have not identified any particular geographical
area or country in which we may seek a business combination. We expect to encounter intense competition from SPACs and other entities
having a business objective similar to ours. Many of our competitors are well-established and have extensive experience in identifying
and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Because there
are more SPACs seeking to enter into initial business combinations, the competition for available targets with attractive fundamentals
or business models may increase, which could cause target companies to demand improved financial terms.

 We intend to effectuate our initial business combination
using cash from the proceeds of the Initial Public Offering and the sale of the private placement units, and the proceeds of potential
sales of our securities in connection with our initial business combination, debt or a combination of cash, stock and debt. We expect
to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination
will be successful.

 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 and subsequent to our initial public offering, identifying a target company for an initial
business combination. Our only activities since inception have been organizational activities and those necessary to prepare for the Initial
Public Offering. Following the initial public offering, we will not generate any operating revenues until after completion of our initial

 The operating costs incurred
in the period from January 18, 2024 (inception) to March 31, 2025 consist primarily of approximately $163,268 of professional fees, insurance,
costs and fees associated with our financial reporting, listing and other public company costs as well as, subsequent to the Initial Public
Offering, costs associated with legal, travel and other costs to identify and evaluate target businesses of approximately $150,000.

 We expect to generate non-operating
income in the form of interest income on cash and marketable securities held in the trust account after the initial public offering. 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 initial public offering, we expect to incur increased expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching
for and completing a business combination. We expect our expenses to increase substantially after the closing of the initial public offering.

 For the fiscal year ended March 31, 2025, and for the period from January
18, 2024 (inception) through March 31, 2024, we had a net loss of $156,520 and $6,748, respectively, all of which consisted of formation
and operating costs.

 Going Concern Consideration

 As of March 31, 2025, we
had $17,221 of cash and cash equivalents, a working capital deficit of $138,268 and shareholders' deficit of $163,268. For the fiscal
year ended March 31, 2025, we had a net loss of $156,520 and negative cash flow of $203,779 in operating activities. As discussed above,
upon completion of our IPO, cash in the amount of $809,914 was held outside of the Trust Account. We have incurred and expect to continue
to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, we initially have until April
1, 2026, to consummate the initial Business Combination (assuming no extensions of the initial time period provided for in our Amended
and Restated Memorandum and Articles of Association). If we do not complete a Business Combination within the prescribed period of time,
it will result in our automatic winding up, dissolution and liquidation pursuant to the terms of our Amended and Restated Memorandum and
Articles of Association. Notwithstanding our management's belief that we would have sufficient funds to execute our business strategy,
there is a possibility that an initial business combination might not happen within the 12-month period from the issuance date of these
financial statements. In connection with our 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," our management has determined that the mandatory liquidation, should a business combination not occur, and potential
subsequent dissolution, raises substantial doubt about our ability to continue as a going concern. Therefore, our management has determined
that such additional condition raise substantial doubt about our ability to continue as a going concern until the earlier of the consummation
of the Business Combination or the date we are required to liquidate. The financial statements do not include any adjustments that might
result from our inability to consummate the initial Business Combination to continue as a going concern.

 Liquidity and Capital Resources

 Our liquidity needs prior
to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under
an unsecured promissory note from the Sponsor of $500,000. In connection with the closing of our IPO, the approximately $337,584 drawn
down under the unsecured promissory note was repaid in full.

 On April 1, 2025, we consummated the initial closing of our IPO of
5,000,000 units (the "Units"), at $10.00 per Unit, generating gross proceeds of $50,000,000. In connection with the IPO, the
underwriters were granted a 45-day option (the "Over-Allotment Option") to purchase up to 750,000 additional units to cover
over-allotments (the "Option Units"), if any. In two separate closings of the Over-Allotment Option on April 7, 2025 and April
9, 2025, we sold an additional 750,000 Option Units at a price of $10.00 per Option Unit and raised additional gross proceeds of $7,500,000.

 Simultaneously with the closing of our IPO, including the full exercise
of the Over-Allotment Option, we consummated the sale of 240,848 Private Placement Units at a price of $10.00 per Private Placement Unit
in a private placement to the Sponsor, generating total gross proceeds of $2,408,840, including the cancellation of $337,500 of indebtedness.
Each Private Placement Unit consists of one ordinary share and one right to receive one-fifth (1/5 th) of one ordinary share.
The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is
exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon Section 4(a)(2)
of the Securities Act.

 Upon the closing of the IPO and the private placement, a total of $57,500,000
was placed in a trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company as a trustee
and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and
that invest only in direct U.S. government treasury obligations. Except for the withdrawal of interest earned on the amounts in the trust
account to fund the Company's taxes, if any, or upon the redemption by public shareholders of Ordinary Shares in connection with
certain amendments to the Company's amended and restated memorandum and articles of association, none of the funds held in the trust
account will be released until the completion of the Company's initial business combination or the redemption by the Company of
100% of the outstanding Ordinary Shares issued by the Company in the Initial Public Offering if the Company does not consummate an initial
business combination within 12 months (or up to 18 months, if extended) after the closing of the Initial Public Offering.

 We intend to use substantially all of the net proceeds of the IPO and
the private placement, including the funds held in the Trust Account, in connection with our initial business combination and to pay our
expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect our initial business
combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital
to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or
expanding the target business' operations, for strategic acquisitions and for marketing, research and development of existing or
new products. Such funds could also be used to repay any operating expenses or finders' fees which we had incurred prior to the
completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such
expenses.

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

 The Company currently believes that it does not need additional capital
to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account
for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence
on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,
negotiating and consummating the Initial Business Combination. 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. Our sponsor, an affiliate of our sponsor or our officers and directors may, but none of
them is obligated to, loan us funds as may be required to fund our working capital requirements. If we complete our initial business combination,
we would repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds
from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement units
at a price of $10.00 per unit. Such units would be identical to the private placement units issued to our sponsor. 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 do not expect
to seek loans from parties other than our sponsor, an affiliate of our sponsor or our officers and directors, if any, as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust
account. In addition, if we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant
dilution, and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence
of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict
our operations.

 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. 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 as of March 31, 2025, that the Company has
sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial
statements. The Company cannot assure that its plans to consummate an initial business combination will be successful. In addition, if
the Company is unable to complete a Business Combination within the Combination Period, the Company's board of directors would proceed
to commence 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 time period we have to complete our initial business combination. As
a result, management has determined that such an additional condition also raises 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.

 As indicated in the accompanying
financial statements, as of March 31, 2025 we had $17,221 in cash and cash equivalents, a working capital deficit of $138,268 and
shareholders' deficit of $163,268. For the fiscal year ended March 31, 2025, we had a net loss of $156,520 and negative cash flow
of $203,779 in operating activities.. Further, we expect to continue to incur significant costs in the pursuit of our financing and acquisition
plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful. These
factors, among others, raise substantial doubt about our ability to continue as a going concern. As of March 31, 2025, we received $337,584
in advances from our sponsor, which amount was included as amounts owed under the promissory note with our sponsor. Upon the closing of
our IPO, we had no balance due to the sponsor.

 Off-Balance Sheet Financing Arrangements

 We have no obligations, assets
or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025. We do not participate in transactions that
create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would
have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing
arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial
assets.

 Contractual Obligations

 We do not have any long-term
debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly
fee of $10,000 for certain general and administrative services, including office space, utilities and administrative services, provided
to the Company. We began incurring these fees on April 1, 2025 and will continue to incur these fees monthly until the earlier of the
completion of a Business Combination or the Company's liquidation.

 Underwriting Agreement

 The underwriters were entitled to a cash underwriting
discount of 1.75% of the gross proceeds of the Proposed Public Offering, or $1,006,250. Additionally, underwriting discounts and commissions
equal to 4% of the gross proceeds of the Proposed Public Offering were paid in the form of the Company's ordinary shares at a price
of $10.00 per ordinary share, or 230,000 shares, upon the consummation of the IPO.

 Critical Accounting Policies

 Basis of Presentation

 The accompanying financial statements
are presented in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and
pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The accompanying audited financial
statements as of March 31, 2025 has been prepared in accordance with U.S. GAAP and the rules of the SEC.

 Emerging Growth Company

 The Company is an "emerging growth company,"
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS
Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public
accounting firm 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 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 that is neither an emerging growth company nor an emerging growth
company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.

 Ordinary Shares Subject to Possible Redemption

 The Company accounts for its ordinary shares subject
to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary
shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally
redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary
equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's ordinary shares feature
certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain
future events. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in
the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become
redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately
as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The
Company has elected to accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date
of the instrument.

 Use of Estimates

 In preparing these financial statements in conformity
with U.S. GAAP, the Company's management makes 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 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.

 Deferred Offering Costs

 The Company complies with the requirements of
ASC 340-10-S99-1. Deferred 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 Proposed Public Offering and that will be charged to shareholders'
equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred
costs, as well as additional expenses to be incurred, will be charged to operations. As of March 31, 2025, the Company had deferred offering
costs of $222,095.

 Income Taxes

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

 Net Loss Per Ordinary Share

 Net loss per ordinary share is computed by dividing
net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares
subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of up to 187,500 ordinary shares subject
to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As March 31, 2025, the Company
did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares
and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share
for the period presented.

 Fair Value of Financial Instruments

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

 Recent Accounting Standards

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

 Item 7A. Quantitative and Qualitative Disclosures
about Market Risk

 The net proceeds of the initial
public offering and the sale of the private placement units held in the trust account will be invested in U.S. government treasury bills
with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there
will be no associated material exposure to interest rate risk.

 Item 8. Financial Statements and Supplementary
Data

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

 Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure

 None.

 Item 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures
that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,
such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC's rules and forms.
Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management,
including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our "Certifying
Officers"), the effectiveness of our disclosure controls and procedures as of March 31, 2025, pursuant to Rule 13a-15(b) under
the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of March 31, 2025, our disclosure controls and
procedures were effective at the reasonable assurance level.

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

 Management's Report on Internal Controls
Over Financial Reporting

 This Annual Report on Form
10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation
report of our independent registered public accounting firm due to a transition period established by rules of the SEC 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

 Insider Trading Arrangements

 No director or officer of
the Company adopted or terminated any contract, instruction or written plan for the purchase or
sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); or (ii) any "non-Rule
10b5-1 trading arrangement" as defined in paragraph (c) of Item 408 of Regulation S-K.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
That Prevent Inspections

 Not applicable.

 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE.

 Our current directors and
executive officers are as follows:

 Name

 Age

 Position

 Chief Executive Officer and Director

 Shaokang Lu

 Chief Financial Officer

 Jiawen Zhao

 Chief Investment Officer and Director

 Sze Wai Lee

 Independent Director

 Daniel John Paul Peart

 Independent Director

 Yan Liang

 Independent Director

has served as our Chief Executive Officer and a Director since August 2024. Ms. Ma has extensive experience relating to financial
and business management. She is also a charted institute management accountant from the UK since 1998. She has served as the financial
director for Roche Pharma China in Shanghai from August 2019 to April 2021, where she oversighted the company's financial
planning and analysis. From December 2017 to August 2018, she served as global financial planning and analysis director for
Lenovo. From November 2014 to November 2017, she served as finance director of mainland China and Taiwan at Hitachi Vantara
China and co-led the local factory set up. Before this, she worked as finance leaders at Intel for ten years across sales marketing, R&D
and manufacturing in Hongkong SAR, California, US, Costa Rica and Shanghai, China.

 Ms. Ma received her two bachelor's
degrees in English and Economics from Shanghai Jiao Tong University in 1991, an MBA from Richmond Business School in 1998 and a Master
of Science from City University of Hong Kong in 2013. Since September 2022, she has also served as independent director at Qomolangma
Acquisition Corp. and as the chairman of its audit committee, compensation committee, and nominating committee. We believe Ms. Ma is qualified
to serve as our Chief Executive Officer and director due to her extensive experience in business management.

 Shaokang Lu
has served as our Chief Financial Officer since August 2024. Since May 2019, Mr. Lu has served as Board Secretary and IR Manager
in Nasdaq-listed Nisun Group, and in related investment banking activities at Arc Group. His prior work experiences involved initial public
offerings, de-SPAC transactions, and various related investor relations and public relations matters. He currently serves as an Investment
Director at The Balloch (Holding) Group, a position he has held since January 2023, where his work involves deal sourcing, investment
strategy development and implementation, due diligence on potential investment opportunities and deal execution. Mr. Lu holds bachelor
degree from Hunan University, and master of science degree in quantitative finance from Hofstra University. We believe Mr. Lu is qualified
to serve as our Chief Finance Officer due to his solid experience in investment across many industries.

 Jiawen Zhao
has served as our Chief Investment Officer and a Director since August 2024. Ms. Zhao has multiple years of experiences in investment
management. Since June 2022, she has served as an Investment Director at The Balloch (Holding) Group, where her work involves investment
strategy development and implementation, due diligence on potential investment opportunities and deal execution surrounding mergers and
acquisitions & private equity investments. Previously, she worked at Shanghai EasyFund Investment Management Co., Ltd. and Jianzhao
Investment Management (Nanjing) Co., Ltd., where she performed a wide range of functions including macro and micro investment research,
development and execution of strategic initiatives, developing and maintaining financial models to evaluate private equity investment
opportunities and assessing their financial viability.

 Ms. Zhao received her master
of finance degree from University of California, Riverside and her two bachelor's degrees in management and English from Huazhong
University of Science & Technology. We believe Ms. Zhao is well qualified to serve on our board of directors because of her extensive
experience in private equity investment as well as participation in complex transactions. Ms. Zhao is a CFA charter-holder.

 Daniel John Paul Peart
has served as an Independent Director on our board since August 2024. Mr. Peart holds a B.S. in engineering from Loughborough
University in United Kingdom, and since July 2017, has served various corporate functions at Jaguar Land Rover for more than a decade
including serving as Purchasing Vice President and Head of Central & Eastern Procurement. We believe Mr. Peart is well qualified
to serve on our board of directors because of his extensive experiences in cross-border transactions, as well as his knowledge and experiences
in corporate governance and operation for public companies.

 Yan Liang has
served as an Independent Director on our board since August 2024. Ms. Liang holds Bachelor of Finance from Shanghai International
Studies University, since December 2021, has served as she has served as finance director and secretary of the board of directors for
BaiXing.com since 2021, where she oversees financial and tax management, post-investment management as well as investor relationship.
Prior to that, Ms. Liang was a Financial Consulting Partner at Suzhou Zhesida Management Consulting Co., Ltd. She provided corporate strategy
consulting for tourism enterprise clients and corporate financial advisory services for startups and potential listed companies. Before
her financial consulting career, from August 2014 to April 2019, Ms. Liang served as finance director of DerbySoft (Shanghai) Co. Ltd.,
a travel information technology company where she was heavily involved in engaging with financial and strategic investors and developing
financing strategies for the company. Prior to that, Ms. Liang has ten years of IPO audit experience at E&Y China, including HSOL
in NASDAQ, YOKU in NYSE, CEA in NYSE etc. Ms. Liang is a qualified CICPA, AICPA, CGMA and CIA. We believe Ms. Liang is well qualified
to serve on our board of directors because of the confluence of her practical experience as corporate finance leader, her overall financial
and market sophistication, and her broad network of relationships that can aid our search for an acquisition target.

 Sze Wai Lee
has served as an Independent Director on our board since August 2024. Mr. Lee has more than 28 years of experiences in accounting,
finance and investment. Mr. Lee has served as chairman of the board of directors and the chief executive officer of Shanghai Yingli
Investment Management Co., Ltd., a PRC registered company engaged in the media business in China under the brand name "Forbes China,"
since 2018 and since 2015, he also serves as the executive director and chief executive officer of Shanghai Capital Resources Investment
Management Company Ltd., a PRC registered company engaged in commodities trading. Mr. Lee received his bachelor's degree in
Accounting from University of Wollongong in 1992. Mr. Lee is also a CPA of CPA Australia and a fellow member of the Hong Kong Institute
of CPA. Mr. Lee has also served as independent director and audit committee chair of Plutonian Acquisition Corp. which completed
its business combination in June 2024. We believe Mr. Lee is qualified to serve on our board of directors due to his extensive
financial, commercial, corporate strategy, investment and transaction experience.

 Number, Terms of Office and Election of Officers
and Directors

 Our Board of Directors consists
of 5 members. Each of our directors will hold office until terminated as described in the Articles and Memorandum of Association. Subject
to any other special rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote
of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our ordinary shares.

 Our officers are elected
by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of
Directors is authorized to appoint persons to the offices set forth in our Amended and Restated Memorandum and Articles of Association
as it deems appropriate. Our Amended and Restated Memorandum and Articles of Association provides that our officers may consist of a Chairman,
Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other
offices as may be determined by the Board of Directors.

 Director Independence

 The NASDAQ listing standards
require that a majority of our Board of Directors be independent. An "independent director" is defined generally as a person
who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that
has a relationship with the company). We have three "independent directors" as defined in the NASDAQ listing standards and
applicable SEC rules. Our board has determined that each of Ms. Liang and Messrs. Lee and Peart are independent directors under applicable
SEC and NASDAQ rules. Following the completion of our initial public offering, our independent directors will have regularly scheduled
meetings at which only independent directors are present.

 Officer and Director Compensation

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

 After the completion of our
initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other
fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer
materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely
the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination
business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined
by a compensation committee constituted solely by independent 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 officers and directors may negotiate employment or consulting arrangements
to remain with us after the 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 officers
and directors that provide for benefits upon termination of employment.

 Committees of the Board of Directors

 Our Board of Directors has
three standing committees: an audit committee, a compensation committee and a nominating committee. Each committee will operate under
a charter that has been approved by our board and will have the composition and responsibilities described below. Subject to phase-in
rules and a limited exception, NASDAQ rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company
be comprised solely of independent directors, and NASDAQ rules require that the compensation committee of a listed company be comprised
solely of independent directors.

 Audit Committee

 We have established an audit
committee of the Board of Directors. The members of our audit committee are Yan Liang who serves as Chairperson and Daniel John Paul Peart
and Sze Wai Lee.

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

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

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

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

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

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

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

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

 reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our Form 10-K;

 discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

 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

 We have established a compensation
committee of the Board of Directors. The members of our Compensation Committee are Yan Liang, Daniel John Paul Peart and Sze Wai Lee and
Yan Liang serves as chairwoman of the compensation committee. We have adopted a compensation committee charter, which details the principal
functions of the compensation committee, including:

 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's based on such evaluation;

 reviewing and approving the compensation 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 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 will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However,
before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee
will consider the independence of each such adviser, including the factors required by the NASDAQ and the SEC.

 Nominating Committee

 We have established a nominating
committee. The nominating committee is comprised of Yan Liang, Daniel John Paul Pear and Sze Wai Lee. Sze Wai Lee serves
as Chairman of the committee. In accordance with Rule 5605 of the NASDAQ rules, all such directors are independent. The nominating
committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee
will consider persons identified by its members, management, stockholders, investment bankers and others.

 We have adopted a nominating
committee charter, which details the principal functions of the nominating and, including:

 Identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for appointment at the annual general meeting 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 also provides
that the nominating 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 will be directly responsible for approving the search firm's fees and other retention terms.

 Director Nominations

 Our nominating committee
will recommend to the board of directors candidates for nomination for appointment at the annual general meeting. 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, the board of directors considers educational background, diversity of professional experience,
knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of
our shareholders.

 Compensation Committee Interlocks and Insider
Participation

 None of our officers currently
serves, and in the past year has not served, (i) as a member of the compensation committee or Board of Directors of another entity, one
of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity,
one of whose executive officers served on our Board of Directors.

 Code of Ethics

 We have adopted a Code of
Ethics applicable to our directors, officers and employees. We filed copies of our Code of Ethics and our audit committee, compensation
committee and nominating committee charters as exhibits to the registration statement of which the prospectus formed a part prior to its
effectiveness. 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.

 Insider Trading Policy

 The Company has adopted an insider trading policy which
governs transactions in our securities by the Company and its directors, officers, employees, consultants, and contractors and is designed
to promote compliance with insider trading laws, rules and regulations applicable to the Company. A copy of our insider trading
policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

 Conflicts of Interest

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

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

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

 directors should not improperly fetter the exercise of future discretion;

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

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

 duty to exercise independent judgment.

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

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

 We do not believe, however, that the fiduciary, contractual or other
obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. Our
amended and restated memorandum and articles of association provides 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 to any director or officer on the one hand, and us, on the other.

 Members of our management team may participate in the formation of,
invest in (on behalf of themselves, their affiliates or its and their clients), or become an officer or director of, any other blank check
company prior to completion of our initial business combination. As a result, members of our management team could have conflicts of interest
in determining whether to present business combination opportunities to us or to any other blank check company with which they may become
involved.

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

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

 in the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Please see "— Directors, Executive Officers and Corporate Governance" for a description of our management's other affiliations.

 our sponsor, officers and directors have agreed to waive their redemption rights with respect to our founder shares, private placement shares and public shares in connection with the consummation of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their redemption rights with respect to their founder shares and private placement shares if we fail to consummate our initial business combination within 12 months from the closing of this offering (or up to 15 or 18 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this Annual Report). If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares, and the private placement units and underlying securities will be worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or saleable by our sponsor until the earlier of (x) six months after the date of the consummation of our initial business combination or (y) the date on which the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share surrenders, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (z) we consummate a subsequent liquidation, merger, share exchange or other similar transaction after our initial Business Combination which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement units and underlying securities will not be transferable, assignable or saleable by our sponsor until after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own ordinary shares and rights following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

 our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.

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

 our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, 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. Upon the closing of this offering, our sponsor will have invested in us an aggregate of $2,433,480, comprised of the $25,000 purchase price for the founder shares (or approximately $0.02 per share) and the $2,408,480 purchase price for the private placement units. Accordingly, our sponsor and management team may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.

 certain members of our management team will receive compensation upon consummation of our initial business combination, and accordingly, 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 as such compensation will not be received unless we consummate such business combination.

 in the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons 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 as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

 similarly, if we agree to pay our sponsor or a member of our management team a finder's fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons 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 as any such fee may not be paid unless we consummate such business combination.

 we are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or members of our management team; accordingly, such affiliated person(s) 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 as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.

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

 Accordingly, as a result of multiple business affiliations, our officers
and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple
entities. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual
obligations:

 Individual (1)

 Entity

 Entity's Business

 Affiliation

 Qomolangma Acquisition Corp.

 Special Purpose Acquisition Company

 Director

 Jiawen Zhao

 The Balloch (Holding) Group

 Investment

 Investment Director

 Shaokang Lu

 The Balloch (Holding) Group

 Investment

 Investment Director

 Sze Wai Lee

 Shanghai Yingli Investment Management Co., Ltd.

 Media

 Chairman of the board of directors and CEO

 Yan Liang

 Suzhou Zhesida Management Consulting Co., Ltd.

 Management consulting

 Financial Consulting Partner Independent director

 Daniel John Paul Peart

 Jaguar Land Rover

 Automobile production

 Head of Central & Eastern Europe Procurement

 (1)

 Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his obligations and the presentation by each such individual of business opportunities.

 Accordingly, if any of the above officers or directors become aware
of a business combination opportunity which is suitable for any of the above entities 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, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman
Islands law. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect
our ability to complete our initial business combination, because the specific focuses of a majority of these entities differ from our
focus and the type or size of the transaction that such companies would most likely consider are of a size and nature substantially different
than what we are targeting.

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

 Members of our management team and our independent directors will directly
or indirectly own founder shares and/or private placement units following this offering 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, 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 12
months or up to 18 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve,
the founder shares and private placement units may expire worthless, except to the extent they receive liquidating distributions from
assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction
even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. 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, contractual or other obligations or duties to one or more other entities pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entities. 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 amended and restated memorandum
and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer,
among other persons, 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 (a) may be a corporate opportunity for
any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation
of a director or officer to any other entity. 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. As a result, our sponsor, officers and directors could have conflicts of interest
in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which
they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial
business combination target. However, we do not believe that any such potential conflicts would materially affect our ability to complete

 In the event that we submit our initial business combination to our
public shareholders for a vote, our sponsor, officers and directors have agreed, pursuant to the terms of a letter agreement entered into
with us, to vote any founder shares and private placement shares held by them (and their permitted transferees will agree) and any public
shares purchased during or after the offering 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 Amended and Restated Memorandum and Articles of Association provides for indemnification
of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such,
except through their own actual fraud, willful default or willful neglect. We may purchase a policy of directors' and officers'
liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances
and insures us against our obligations to indemnify our officers and directors.

 We entered into agreements with our officers and directors to provide
contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association.
Our amended and restated memorandum and articles of association also permit us to maintain insurance on behalf of any officer, director
or employee for any liability arising out of his or her actions. We also will obtain 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.

 These provisions may discourage shareholders from bringing a lawsuit
against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative
litigation against directors and officers, 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 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.

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

 Item 11. EXECUTIVE COMPENSATION.

 No executive officer has
received any cash compensation for services rendered to us during the year ended March 31, 2025.

 No compensation or fees of
any kind, including finder's, consulting fees and other similar fees, will be paid to our founders, members of our management team
or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial business combination
(regardless of the type of transaction that it is). Directors, officers and founders will receive reimbursement for any out-of-pocket
expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business
due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar
locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable
by us.

 After completion of our initial
business combination, members of our management team who remain with us may be paid employment, consulting, management or other fees from
the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation
materials furnished to our shareholders. The amount of such compensation may not be known at the time of a shareholder meeting held to
consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and
director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in an Exchange Act
filing such as Current Report on Form 8-K, as required by the SEC.

 Policies and Practices Related to the Grant of Certain Equity Awards
Close in Time to the Release of Material Nonpublic Information

 We do not grant equity awards to our executive officers
or other employees of the Company and therefore do not have a policy regarding the timing of grants of option awards in relation to the
disclosure of material non-public information by the Company.

 Compensation Recovery and Clawback Policy

 Under the Sarbanes-Oxley Act,
in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can
recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct national stock exchanges
to require listed companies to implement policies intended to recoup bonuses paid to executives if we are found to have misstated its
financial results. We have adopted our Executive Compensation Clawback Policy (the "Clawback Policy") in order to comply with
the final clawback rules adopted by the SEC under the Rule, and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the
"Final Clawback Rules").

 The Clawback Policy provides
for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined
in the Rule ("Covered Officers") in the event that we are required to prepare an accounting restatement, in accordance with
the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise
caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our board of directors may recoup from
the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years
preceding the date on which we are required to prepare an accounting restatement. The foregoing description of the Clawback Policy does
not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy, a copy of which is attached
hereto as Exhibit 97.1 and is incorporated herein by reference.

 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets
forth information regarding the beneficial ownership of our ordinary shares as of June 26, 2025, based on information obtained
from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

 each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

 each of our officers, directors and director nominees that beneficially own ordinary shares; and

 all our officers, directors and director nominees as a group.

 Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially
owned by them.

 In the table below, the percentage
ownership is based on 7,658,348 ordinary shares (which includes ordinary shares that are underlying the units) issued and outstanding
as of June 26, 2025. The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon conversion
of rights as the rights are not convertible within 60 days of this Report.

 Name and Address of Beneficial Owners (1)

 Amount and
 Nature of
 Beneficial
 Ownership

 Approximate
 Percentage of
 Outstanding
 Ordinary
 Shares

 UY Scuti Investments Limited (2)(3)

 1,678,348

 21.92
 %

 Jialuan Ma (4)

 Sze Wai Lee (4)

 -

 -

 Daniel John Paul Peart (4)

 -

 -

 Shaokang Lu (4)

 -

 -

 Jiawen Zhao (4)

 -

 -

 Yan Liang (4)

 -

 -

 All directors and officers as a group (six individuals)

 1,678,348

 21.92
 %

 Harraden Circle Investments, LLC (5)

 665,000

 9.96
 %

 Feis Equities LLC / Lawrence M. Feis (6)

 362,009

 7.24
 %

 Mizuho Financial Group, Inc. (7)

 554,945

 8.3
 %

 *

 Less than one percent.

 (1)

 Unless otherwise indicated, the business address of each of the individuals is 39 E Broadway, Ste 603, New York, NY 10002.

 (2)

 Represents shares held by our sponsor. Our sponsor is controlled by Guojian Zhang. UY Scuti Investments Limited possess the sole voting power and sole dispositive power with respect to the 1,678,348 ordinary shares held by UY Scuti Investments Limited. Information is based solely on a report on Schedule 13D filed by UY Scuti Investments Limited on April 15, 2025. The principal business office of UY Scuti Investments Limited is 39 East Broadway, Suite 603, New York, New York, 10002.

 (3)

 Includes the 240,848 private placement units purchased by our sponsor simultaneously with the consummation of the initial public offering.

 (4)

 Such individual does not beneficially own any of our ordinary shares.
However, such an individual has a pecuniary interest in our ordinary shares through his ownership of shares of our sponsor.

 (5)

 Represents shares directly beneficially owned by Harraden Circle Investments,
LLC ("Harraden Adviser"), Harraden Circle Investors GP, LP ("Harraden GP"), Harraden Circle Investors GP, LLC
("Harraden LLC"), Harraden Circle Investors, LP ("Harraden Fund"), Harraden Circle Special Opportunities, LP ("Harraden
Special Op Fund"), Harraden Circle Strategic Investments, LP ("Harraden Strategic Fund"), and Frederick V. Fortmiller,
Jr. is the managing member of each of Harraden LLC and Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own
the Shares reported herein directly beneficially owned by Harraden Adviser, Harraden GP, Harraden LLC, Harraden Fund, Harraden Special
Op Fund, and Harraden Strategic Fund. Information is based solely on a report from a Schedule 13 G filed on April 7, 2025. The business
address of each of the foregoing is 299 Park Avenue, 21 st Floor, New York, New York 10171.

 (6)

 Represents shares directly beneficially owned by Feis
Equities LLC ("Feis") and Lawrence M. Feis ("Lawrence"). Feis and Lawrence possess the sole voting
power and sole dispositive power with respect to the 362,009 ordinary shares held by Feis and Lawrence. Information is based solely on
a report on Schedule 13G filed by Feis and Lawrence on April 8, 2025. The principal business office of Feis and Lawrence is located at
1740 Waukegan Road, Suite 206, Glenview, Illinois 60025.

 (7)

 Represent shares directly beneficially owned by Mizuho Financial Group, Inc. ("Mizuho"). Mizuho posses
the sole voting power and sole dispositive power with respect to the 554,945 ordinary shares held by Mizuho. Information
is based solely on a report on Schedule 13G filed on May 13, 2025. The business address of Mizuho is 1-5-5, Otemachi, Chiyoda-ku, Tokyo,
100-8176, Japan.

 Section 16(a) Beneficial Ownership Reporting Compliance

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

 Due to the abovementioned section, the Company conducts periodic review
of such forms furnished to us and written representations from certain reporting persons. Based solely on a review of copies of such forms
submitted to us, we believe that all persons subject to the requirements of Section 16(a) filed such reports on a timely basis during
the fiscal year ended March 31, 2025, with the exception of the following late filed Form 3s. These consist of the following: 1. The late
filed Form 3 reflecting the ownership of ordinary shares beneficially owned by our Chief Financial Officer, Shaokang Lu. The delinquent
filing was due to an administrative oversight and the required Form 3 has been filed with the Securities and Exchange Commission on April
2, 2025. 2. The late filed Form 3 reflecting the ownership of ordinary shares beneficially owned by our Sponsor, UY Scuti Investments
Limited. The delinquent filing was due to an administrative oversight and the required Form 3 has been filed with the Securities and Exchange
Commission on April 2, 2025. 3. The late filed Form 3 reflecting the ownership of ordinary shares beneficially owned by one of our independent
directors, Daniel John Paul Peart. The delinquent filing was due to an administrative oversight and the required Form 3 has been filed
with the Securities and Exchange Commission on May 21, 2025.

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

 On August 2, 2024, our
sponsor entered into a subscription agreement with us to purchase 1,725,000 founder shares for an aggregate purchase price of $25,000,
or approximately $0.01 per share. Due to the reduction in the offering size, we and our sponsor subsequently amended such securities subscription
agreement, pursuant to which we subsequently cancelled 287,500 founder shares such that our sponsor now owns an aggregate of 1,437,500
founder shares for an aggregate purchase price of $25,000. The purchase price of the founder shares was determined by dividing the amount
of cash contributed to the company by the number of founder shares issued.

 Our sponsor purchased an
aggregate of 240,848 private placement units at a price of $10.00 per unit in a private placement that closed simultaneously with the
closing of the initial public offering. Each unit consists of one private placement share and one private placement right granting the
holder thereof the right to receive one-fifth (1/5) of an ordinary share upon the consummation of an initial business combination. The
private placement units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned
or sold by it until after the completion of our initial business combination.

 If any of our officers or
directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she
has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such
entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law.
Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their
duties to us.

 We entered into an Administrative
Services Agreement with UY Scuti Investments Limited, our sponsor, pursuant to which we pay a total of $10,000 per month for office space,
administrative and support services to such affiliate. Upon completion of our initial business combination or our liquidation, we will
cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 18 months,
an affiliate of our sponsor will be paid a total of $180,000 ($10,000 per month) for office space, administrative and support services
and will be entitled to be reimbursed for any out-of-pocket expenses.

 Pursuant to a letter agreement
that we entered into with each of our officers, directors and Sponsor, the founder shares, private placement units and any underlying
securities are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement entered into with us by our
sponsor. Those lock-up provisions provide that such securities are not transferable or saleable in the case of (A) the founder shares,
until the earlier of (x) six months after the date of the consummation of our initial business combination or (y) the date on which the
closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share surrenders, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business
combination, or (z) we consummate a subsequent liquidation, merger, share exchange or other similar transaction after our initial Business
Combination which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other
property; and (B) in the case of the private placement units and the underlying securities, until the completion of our initial business
combination, except in each case (a) to our sponsor's officers or directors, any affiliates or family members of our sponsor or
any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift
to a member of the individual's immediate family or to a trust, the beneficiary of which is a member of the individual's immediate
family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent
and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e)
in the event of our liquidation prior to our completion of our initial business combination; or (f) by virtue of the laws of the Cayman
Islands or our sponsor's constitutional documents upon dissolution of our sponsor; provided, however, that in the case of clauses
(a) through (e) or (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions
and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust
account and liquidation distributions).

 In addition, pursuant to
the letter agreement with our initial stockholders, officers and directors, such persons have also agreed: (i) to waive their redemption
rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial
business combination, (ii) to waive their redemption rights with respect to any founder shares, private placement shares and public shares
held by them 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 provide for the redemption of our public shares in connection with an initial
business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the timeframe
set forth therein or (B) with respect to any other provision relating to shareholders' rights or pre-initial business combination
activity and (iii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares and
private placement shares if we fail to complete our initial business combination within 12 months from the closing of this offering (or
up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination) (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). If we submit our initial business combination to our public shareholders
for a vote, our sponsor has agreed, pursuant to such letter agreement, to vote their founder shares, private placement shares and any
public shares purchased during or after this offering in favor of our initial business combination.

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

 Our sponsor (and/or its designees)
had agreed to loan us up to $500,000 to be used for a portion of the expenses of the initial public offering. As of March 31, 2025,
December 31, 2024, and the date of the prospectus, we had received advances in the amount of nil, $416,584, and $416,584, respectively,
which amount was included in the amounts that were due under the note. This loan was non-interest bearing, unsecured and was due at the
earlier of December 31, 2025 or the closing of the initial public offering. The loans were repaid upon the closing of the initial
public offering out of the estimated $500,000 of funds reserved for the payment of offering expenses. The amount of the purchase price
payable by our sponsor for the private placement units as described above and elsewhere were offset in part by amounts which may be due
under the note. The value of our sponsor's interest in this transaction corresponds to the principal amount outstanding under any
such loan.

 In order to finance transaction
costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would
repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital
held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. The
terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such
loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties
will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

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

 We have entered into a registration
rights agreement with respect to the founder shares, private placement units and units issued upon conversion of working capital loans
(if any), and the securities underlying the private placement units and the working capital loans (if any). Under this registration rights
agreement, the holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such
securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements
filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities
pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration
statements.

 Related Party Policy

 We have not yet adopted a
formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were
not reviewed, approved or ratified in accordance with any such policy.

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

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

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

 To further minimize conflicts
of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor,
officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking
firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent
accounting firm, that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder's
fees, reimbursements or cash payments will be made to our sponsor, officers or directors, or our or their affiliates, for services rendered
to us prior to or in connection with the completion of our initial business combination. However, the following payments will be made
to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of the initial public
offering held in the trust account prior to the completion of our initial business combination:

 Repayment of up to an aggregate of up to $500,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

 Payment to an affiliate of our sponsor UY Scuti Investments Limited of $10,000 per month, for 12 months (or up to 18 months if we extend the period of time to consummate a business combination), for office space, utilities and secretarial and administrative support;

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

 Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

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

 Item 14. Principal Accountant Fees and
Services.

 WWC, P.C. has served as the
independent registered public accounting firm from January 18, 2024, through June 5, 2025, and the total fees paid to them for such a
period were $82,500, as described below. Such fees related to audit services provided by WWC, P.C. On June 5, 2025, the Audit Committee
dismissed WWC, P.C. as the Company's independent registered public accounting firm.

 The following is a summary
of fees paid or to be paid to WWC, P.C., for services rendered.

 Audit Fees. Audit fees consist of fees billed for professional services rendered
for the audit of our year-end financial statements and services that are normally provided by WWC, P.C. in connection with our initial
public offering and regulatory filings till June 5, 2025. The aggregate fees billed by WWC, P.C. for professional services rendered for
the audit of our annual financial statements, review of the financial information included in our Forms 8-K and Form S-1 for the respective
periods and other required filings with the SEC through June 5, 2025 was $ 82,500 in total. The above amounts include interim procedures
and audit fees, as well as attendance at audit committee meetings.

 Audit-Related Fees. Audit-related services consist of fees billed for assurance and related
services that are reasonably related to performance of the audit or review of our financial statements and are not reported under "Audit
Fees." These services include attest services that are not required by statute or regulation and consultations concerning financial
accounting and reporting standards. We did not pay WWC, P.C. for consultations concerning financial accounting and reporting standards
for the period from January 18, 2024, through June 5, 2025.

 Tax Fees. We did not pay WWC, P.C. for tax planning and tax advice for the period
from January 18, 2024, through June 5, 2025.

 All Other Fees. We did not pay WWC, P.C. for other services for the period from January
18, 2024, through June 5, 2025.

 On June 5, 2025, the Audit Committee
of the Board of Directors approved the engagement of Audit Alliance LLP ("Audit Alliance") as our new independent registered
public accounting firm for the fiscal year ended March 31, 2025 and 2024, and the audit fees for such period paid to Audit Alliance were
$45,000.

 Pre-Approval Policy

 Our audit committee was formed
upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services
before the formation of the audit committee, 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. Exhibits, Financial Statement
Schedules

 (a)

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

 (1)

 The Financial statements listed on the Financial Statements Table of Contents

 CONTENTS

 PAGE(S)

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 3487)

 BALANCE SHEETS AS OF MARCH 31, 2025 AND 2024

 STATEMENTS OF OPERATIONS FOR FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024

 STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY FOR THE FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024

 STATEMENTS OF CASH FLOWS FOR FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024

 NOTES TO THE FINANCIAL STATEMENTS

 Exhibit No.

 Description

 1.1

 Underwriting Agreement between Registrant and Maxim Group LLC. (1)

 3.1

 Second Amended and Restated Memorandum and Articles of Association. (1).

 4.1

 Specimen Unit Certificate (2)

 4.2

 Specimen Ordinary Share Certificate (2)

 4.3

 Specimen Right Certificate (2)

 4.4

 Rights Agreement between Continental and the Registrant, dated as of March 31, 2025. (1)

 10.1

 Letter Agreement among the Registrant, and its officers, directors, Maxim Group LLC and UY Scuti Investments Limited, dated as of March 31, 2025 (1).

 10.2

 Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant, dated as of March 31, 2025. (1)

 10.3

 Registration Rights Agreement between the Registrant and certain security holders, dated as of March 31, 2025 (1).

 10.4

 Securities Subscription Agreement, dated August 2, 2024, between the Registrant and UY Scuti Investments Limited. (2)

 10.5

 Amended Securities Subscription Agreement between the Registrant and UY Scuti Investments Limited (2).

 10.6

 Private Placement Units Purchase Agreement between the Registrant and UY Scuti Investments Limited, dated as of March 31, 2025. (1).

 10.7

 Indemnity Agreement dated as of March 31, 2025 between the Company, its officers and directors (1)

 10.8

 Administrative Services Agreement, by and between the Registrant and UY Scuti Investments Limited, dated as of March 31, 2025 (1).

 10.9

 Amended Securities Subscription Agreement, dated December 2, 2024, between the Registrant and UY Scuti Investments Limited (2).

 14.1

 Form of Code of Ethics (2)

 19.1

 Insider Trading Policy *

 31.1

 Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

 31.2

 Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

 32.1

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

 32.2

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

 97.1

 Clawback Policy (2)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Filed herewith.

 **

 Furnished herewith.

 (1)

 Incorporated by reference to the Registrant's Current Report on Form 8-K filed on April 4, 2025.

 (2)

 Incorporated by reference to the Registrant's Registration Statement on Form S-1 filed on February 11, 2025.

 ITEM 16. Form 10-K Summary

 None.

 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 as of July 11, 2025.

 By:

 /s/ Jialuan Ma

 Chief Executive Officer and Director

 (Principal Executive Officer)

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

 Signature

 Capacity

 Date

 /s/ Jialuan Ma

 Chief Executive Officer and Director

 (Principal Executive Officer)

 /s/ Shaokang Lu

 Chief Financial Officer

 Shaokang Lu

 (Principal Financial Officer)

 /s/ Jiawen Zhao

 Chief Investment Officer and Director

 Jiawen Zhao

 /s/ Sze Wai Lee

 Director

 Sze Wai Lee

 /s/ Daniel John Paul Peart

 Director

 Daniel John Paul Peart

 /s/ Yan Liang

 Director

 Yan Liang

 UY Scuti
ACQUISITION CORP.

TO FINANCIAL STATEMENTS

 CONTENTS

 PAGE(S)

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 3487)

 BALANCE SHEETS AS OF MARCH 31, 2025 AND 2024

 STATEMENTS OF OPERATIONS FOR FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024

 STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY FOR THE FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024

 STATEMENTS OF CASH FLOWS FOR FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024

 NOTES TO THE FINANCIAL STATEMENTS

 F- 1

 Report of Independent Registered Public Accounting Firm

 To the Board of Directors and Shareholders of

 UY Scuti Acquisition Corp.

 Opinion on the Financial Statements

 We have audited the accompanying
balance sheets of UY Scuti Acquisition Corp. (the "Company"), as of March 31, 2025 and 2024, and the related statements of
operations, changes in shareholders' (deficit) equity, and cash flows for the year ended March 31, 2025 and for the period from
January 18, 2024 (inception) through March 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 March 31,
2025 and 2024, and the results of its operations and its cash flows for the year ended March 31, 2025 and for the period from January
18, 2024 (inception) through March 31, 2024, in conformity with accounting principles generally accepted in the United States of America
("U.S. GAAP").

 Material Uncertainty Related to Going
Concern

 The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As report in Note 1 to the financial statements, the Company incurred a net loss of $156,520
and negative cash flow of $203,779 in operating activities during the year ended March 31, 2025. As of that date, the Company had a working
capital deficit of $138,268 and shareholders' deficit of $163,268. These events or conditions indicate the existence of material
uncertainty which may cast significant doubt on the Company's ability to continue as going concern. The financial statements have
been prepared on the going concern basis as management of the Company has evaluated and concluded that the management's plans in
regard to these matters are described in Note 1. Notwithstanding management's belief that the Company would have sufficient funds
to execute its business strategy, there is a possibility that the business combination might not happen within the 12-month period from
the issuance date of these financial statements. These conditions indicate the existence of a material uncertainty which may cast significant
doubt on the ability of the Company to continue as a going concern and therefore they may not be able to realize their assets and discharge
their liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty. Our opinion is not modified in respect of this matter.

 Basis for Opinion

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

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

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

 /s/ Audit Alliance LLP

 We have served as the Company's auditor since
2025.

 Singapore

 F- 2

 BALANCE SHEETS

 As of

March 31

 2025

 2024

 Assets

 Cash and cash equivalents

 $

 17,221

 $

 -

 Deferred offering costs

 222,095

 90,000

 Total Assets

 $

 239,316

 $

 90,000

 Liabilities and Shareholders' (Deficit) Equity

 Current Liabilities

 Accrued expenses

 40,000

 40,000

 Due to related parties

 -

 31,748

 Promissory Note - related party

 337,584

 -

 Total Current Liabilities

 $

 377,584

 $

 71,748

 Commitments and Contingencies – (see Note 6)

 Shareholders' (Deficit) Equity

 Preference shares, $ 0.0001 par value; 10,000,000 shares authorized; nil and nil shares issued and outstanding as of March 31, 2025 and 2024, respectively.

 -

 -

 Ordinary shares, $ 0.0001 par value; 490,000,000 shares authorized; 1,437,500 and 1,437,500 shares issued and outstanding as of March 31, 2025 and 2024, respectively*.

 Additional paid-in capital

 Accumulated deficit

 ( 163,268

)

)

 Total Shareholders' (Deficit) Equity

 ( 138,268

)

 18,252

 Total Liabilities and Shareholders' (Deficit) Equity

 $

 239,316

 $

 90,000

 *
 Includes an aggregate of up to
187,500 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see
Note 5).

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

 F- 3

 STATEMENTS OF OPERATIONS

 fiscal year

 ended

 2025

 period from
 January 18,

 2024
 (inception) through
 2024

 Formation and operating costs

 $
 156,520

 $
 6,748

 Net loss

 $
 ( 156,520
)

 $
)

 Basic and diluted weighted average shares outstanding (1)

 1,250,000

 1,250,000

 Basic and diluted net loss per ordinary share

 $
 ( 0.11
)

 $
 ( 0.01
)

 (1)
 Excludes an aggregate of up to
187,500 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see
Note 5).

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

 F- 4

 STATEMENTS OF CHANGES IN SHAREHOLDERS'
(DEFICIT) EQUITY

FOR THE FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024

(INCEPTION) THROUGH MARCH 31, 2024

 Additional

 Total

Shareholders'

 Ordinary Shares

 Paid-in

 Accumulated

 (Deficit)

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance as of January 18, 2024 (Inception)

 -

 $

 -

 $

 -

 $

 -

 $

 -

 Issuance of ordinary shares to Sponsor (1)

 1,437,500

 -

 25,000

 Net loss

 -

 -

 -

)

)

 Balance as of March 31, 2024

 1,437,500

 $

 $

)

 $

 18,252

 Net loss

 -

 -

 -

 ( 156,520

)

 ( 156,520

)

 Balance as of March 31, 2025

 1,437,500

 $

 $

 $

 ( 163,268

)

 $

 ( 138,268

)

 (1)
 Includes an aggregate of up to
187,500 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see
Note 5).

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

 F- 5

 STATEMENTS OF
CASH FLOWS

fiscal year

ended

2025

period from

January 18,

2024

(inception)

through

2024

 Cash Flows from Operating Activities:

 Net loss

 ( 156,520

)

)

 Adjustments to reconcile net cash used in operating activities:

 Formation and operating costs paid by Sponsor

 57,336

 6,748

 Changes in operating assets and liabilities

 Deferred offering costs

 ( 104,595

)

 -

 Net cash used in operating activities

 ( 203,779

)

 -

 Cash Flows from Financing Activities:

 Proceeds from promissory note payable - related party

 300,000

 -

 Repayment of promissory note payable - related party

 ( 79,000

)

 Net cash generated by financing activities

 221,000

 -

 Net change in cash

 17,221

 -

 Cash at beginning of year/period

 -

 -

 Cash at end of the year/period

 $

 17,221

 $

 -

 Supplemental Disclosure of Non-cash Activities

 Deferred offering costs paid by Sponsor in exchange for the issuance of ordinary shares

 -

 25,000

 Deferred offering costs included in accrued expenses

 40,000

 40,000

 Deferred offering cost paid by Sponsor

 27,500

 25,000

 Paid off the advances from Sponsor balance by drawing down on the promissory note

 $

 89,248

 $

 -

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

 F- 6

 NOTES TO THE FINANCIAL STATEMENTS

 Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION

 UY Scuti Acquisition Corp. (the "Company"),
is a newly organized blank check company incorporated under the laws of the Cayman Islands with limited liability on January 18,
2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities (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 March 31, 2025, the Company had not commenced
any operations. All activities through March 31, 2025 are related to the Company's formation and the initial public offering ("IPO")
described below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company will generate non-operating
income in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Placement Units (as defined
below). The Company has selected March 31 as its fiscal year end.

 The Company's sponsor is UY Scuti Investments
Limited (the "Sponsor"), a British Virgin Islands company. The Company's ability to commence operations is contingent
upon obtaining adequate financial resources through the IPO (see Note 3) and a Private Placement (as defined below) to the Sponsor (see
Note 4).

 The registration statement for the Company's
IPO was declared effective on March 31, 2025. On April 1, 2025, the Company consummated its IPO of 5,000,000 units (the "Public
Units"), which is described in Note 3. Each Public Unit consists of one ordinary share of the Company, par value US$0.0001 per share
("Ordinary Share") and one right to receive one-fifth (1/5th) of one Ordinary Share upon the consummation of an initial business
combination ("Right"). The Public Units were sold at an offering price of $ 10.00 per Public Unit, generating gross proceeds
of $ 50,000,000.

 Simultaneously with the closing of the IPO on
April 1, 2025, the Company consummated the private placement ("Private Placement") with UY Scuti Investments Limited, its
Sponsor, of 227,500 units (the "Private Units") at a price of $ 10.00 per Private Unit, generating total gross proceeds of
$ 2,275,000, which is described in Note 4. The Company also issued to Maxim Group LLC, the representative of the underwriter, 200,000 ordinary
shares (the "Representative Shares") on the closing of the IPO.

 Transaction costs amounted to $ 3,019,884 consisting
of $ 875,000 of underwriting commissions which was paid in cash at the closing date of the IPO, $ 1,812,600 of the Representative Shares
(discussed below), and $ 332,284 of other offering costs. At the IPO date, cash of $ 809,914 (which is net of funds used to repay the then
outstanding balance of the Promissory Note described in Note 5) was held outside of the Trust Account (as defined below) and is available
for working capital purposes.

 In connection with the IPO, the underwriters were
granted a 45-day option (the "Over-Allotment Option") to purchase up to 750,000 additional units to cover over-allotments
(the "Option Units"), if any. On April 7, 2025, the underwriter exercised the over-allotment option in part to purchase an
additional 357,622 Option Units of the Company (the "Over-Allotment Option") at an offering price of $ 10.00 per Option Unit
of the Company, generating gross proceeds of $ 3,576,220 which was deposited into the Trust Account. In addition, on April 9, 2025, the
underwriter exercised the remaining portion of the Over-Allotment Option to purchase an additional 392,378 Option Units of the Company
at an offering price of $ 10.00 per Option Unit, for gross proceeds of $ 3,923,780, which amount was deposited into the Trust Account, which
is described in Note 3.

 Simultaneously with the issuance and sales of
the Option Units, the Company completed a private placement sale of additional 13,348 units (the "Additional Private Units"
and together with the Initial Private Units, collectively, the "Private Units") to the Sponsor at a purchase price of $ 10.00
per Additional Private Unit, generating gross proceeds of $ 133,480, including the cancellation of $ 62,580 of indebtedness. In connection
with the issuance and sales of the Option Units, the Company issued additional 30,000 Representative Shares to the Representative. The
fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification ("ASC") 718,
"Compensation – Stock Compensation" ("ASC 718") is included in the offering costs.

 F- 7

 As of April 9, 2025, an aggregate of $ 57,500,000
has been deposited in the Trust Account established in connection with the IPO.

 The Company's management has broad discretion
with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of
the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company
will be able to complete a business combination successfully.

 The Company's initial Business Combination
must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in
the Trust Account (as defined below) (excluding income taxes payable on the interest earned) at the time of the agreement to enter into
the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns
or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient
for the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). There is no assurance that the Company will be able to complete a Business Combination
successfully.

 Upon the closing of the IPO, management has agreed
that $ 10.00 per Unit sold in the IPO, including a portion of the proceeds of the sale of the Private Units, will be held in a trust account
("Trust Account") and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, with a maturity of 185 days or less, or in money market funds meeting certain conditions of Rule 2a-7 of the Investment
Company Act of 1940 which invest only in direct U.S. government treasury obligations, as determined by the Company. The proceeds from
this offering held in the trust account will not be released from the trust account (1) to the Company, until the completion of the initial
business combination, or (2) to public shareholders, until the earliest of: (a) the completion of the initial Business Combination, (b)
the redemption of any ordinary shares sold as part of the units in this offering (the "public shares") properly submitted
in connection with a shareholder vote to amend the Company's second amended and restated memorandum and articles of association
(A) to modify the substance or timing of the Company's obligation to provide holders of the Company's ordinary shares the
right to have their shares redeemed in connection with the Company's initial business combination or to redeem 100 % of the Company's
public shares if the Company does not complete the initial business combination within 12 months from the closing of this offering or
up to 18 months from the closing of the initial public offering (an "Extension Period") or (B) with respect to any other provision
relating to the rights of holders of the Company's ordinary shares, and (c) the redemption of the Company's public shares
if it has not consummated the business combination within 18 months from the closing of this offering or during any Extension Period,
subject to applicable law. Public shareholders who redeem their ordinary shares in connection with a shareholder vote described in clause
(b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business
combination or liquidation if the Company has not consummated an initial business combination within 18 months from the closing of this
offering, with respect to such ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims
of the Company's creditors, if any, which could have priority over the claims of the Company's public shareholders.

 The ordinary shares subject to redemption will
be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards
Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." In such case, the Company will proceed
with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination
and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business
Combination. The Company will have only 18 months from the closing of the IPO or during any Extension Period to complete the initial Business
Combination (the "Combination Period"). If the Company is unable to complete the initial Business Combination within the Combination
Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the
Company for working capital purposes or to pay the Company's taxes (less up to $ 100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders' rights
as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company's remaining shareholders and its board of directors, dissolve
and liquidate, subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and
the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company's
rights, which will expire worthless if the Company fails to complete the Business Combination within the 18 months from the closing of
this offering or during any Extension Period.

 The Company will provide its public shareholders
with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in connection
with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

 F- 8

 The Company has determined not to consummate any
Business Combination unless the Company has net tangible assets of at least $ 5,000,001 upon such consummation in order to avoid being
subject to Rule 419 promulgated under the Securities Act. However, if the Company seeks to consummate an initial Business Combination
with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available
from the Trust Account upon consummation of such initial Business Combination, its net tangible asset threshold may limit the Company's
ability to consummate such initial Business Combination (as the Company may be required to have a lesser number of shares redeemed) and
may force the Company to seek third party financing which may not be available on terms acceptable to the Company or at all. As a result,
the Company may not be able to consummate such initial Business Combination and the Company may not be able to locate another suitable
target within the applicable time period, if at all.

 The Company will have until April 1, 2026 (or
up to October 1, 2026 if the Company extends the period of time to consummate a Business Combination two times, each by an additional
three months) to complete its initial Business Combination. If the Company is unable to complete its initial Business Combination by April
1, 2026 (or up to October 1, 2026 if the Company extends the period of time to consummate a Business Combination two times, each by an
additional three months), 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 by April 1, 2026 (or up to October 1, 2026 if the Company extends the period of time to consummate a Business Combination
two times, each by an additional three months).

 Pursuant to the terms of the Company's Amended
and Restated Memorandum and Articles of Association, in order to extend the time available for the Company to consummate its initial Business
Combination, its sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit
an aggregate of $500,000, or up to $575,000 if the underwriters' over-allotment option is exercised in full ($0.10 per public share
in either case), on or prior to the date of the applicable deadline, for each three-month extension (or up to an aggregate of $1,000,000
(or $1,150,000 if the underwriters' over-allotment option is exercised in full), or $0.20 per public share if the Company extends
for the full six months).

 Going Concern Consideration

 As of March 31, 2025, the Company had $ 17,221
of cash and cash equivalents, a working capital deficit of $ 138,268 and shareholders' deficit of $ 163,268. For the fiscal year ended
March 31, 2025, we had a net loss of $ 156,520 and negative cash flow of $ 203,779 in operating activities. As discussed above, the Company
received $ 337,584 in advances from our sponsor and upon completion of the IPO, $ 809,914 of cash was held outside of the Trust Account
and no balance due to the sponsor. The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation
of an initial Business Combination. In addition, the Company initially has until April 1, 2026 to consummate the initial Business Combination
(assume no extensions). If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger
an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.
Notwithstanding management's belief that the Company would have sufficient funds to execute its business strategy, there is a possibility
that business combination might not happen within the 12-month period from the issuance date of these financial statements. 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 the mandatory liquidation, should a business combination not occur, and potential subsequent
dissolution, raises substantial doubt about the Company's ability to continue as a going concern. Therefore, management has determined
that such additional condition raise substantial doubt about the Company's ability to continue as a going concern until the earlier
of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include
any adjustments that might result from the Company's inability to consummate the initial Business Combination to continue as a going
concern.

 As of March 31, 2025, we received $ 337,584 in
advances from our sponsor, which amount was included as amounts owed under the promissory note with our sponsor. Upon the closing of our
IPO, we had no balance due to the sponsor.

 F- 9

 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 ("U.S. GAAP") and pursuant to
the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The accompanying financial statements are
as of a date prior to the completion of the IPO and Private Placement described in Note 1, and therefore do not reflect the accounting
for the sale of securities in the IPO and Private Placement, along with the offering costs incurred, including the issuance of the Representative
Shares.

 Emerging Growth Company

 The Company is an "emerging growth company,"
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS
Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public
accounting firm 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 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 that is neither an emerging growth company nor an emerging growth
company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.

 Ordinary Shares Subject to Possible Redemption

 The Company accounts for its ordinary shares subject
to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary
shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally
redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary
equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's ordinary shares feature
certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain
future events. If it is probable that the equity instrument will become redeemable, the Company have the option to either (i) accrete
changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument
will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value
immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting
period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance to the earliest redemption
date of the instrument.

 Use of Estimates

 In preparing these financial statements in conformity
with U.S. GAAP, the Company's management makes 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 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.

 Operating Segments

 The Company operates
as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly
evaluated by the chief operating decision maker ("CODM"), which is the Chief Executive Officer and Chairman of the Board,
in deciding how to allocate resources and assess performance. The Company's CODM evaluates the Company's financial information
and resources and assesses the performance of these resources. The Company is not organized by market and is managed and operated as one
business. A single management team that reports to the CODM comprehensively manages the entire business. Accordingly, the Company does
not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable segments.
Since the Company operates in one operating segment, all required financial segment information can be found in the financial statements.

 F- 10

 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 has cash and cash equivalents of $ 17,221
and nil as of March 31, 2025 and 2024, respectively.

 Concentration of Credit Risk

 Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, in Hong Kong, which, at times, may exceed
the Deposit Protection Scheme (the "DPS") HK$ 500,000 (approximately $ 64,000). The Company has not experienced losses on these
accounts.

 Deferred Offering Costs

 The Company complies with the requirements of
ASC 340-10-S99-1. Deferred 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 will be charged to shareholders' equity upon
the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred,
will be charged to operations. As of March 31, 2025, and 2024, the Company had deferred offering costs of $ 222,095 and $ 90,000, respectively.

 Income Taxes

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

 Net Loss Per Ordinary Share

 Net loss per ordinary share is computed by dividing
net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares
subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of up to 187,500 shares ordinary shares subject
to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5). As of March 31, 2025,
and 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into
shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic
loss per ordinary share for the period presented.

 Fair Value of Financial Instruments

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

 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.

 Recent Accounting Standards

 In November 2023, the FASB issued Accounting Standards
Update ("ASU") 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments
in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief
operating decision maker ("CODM"), as well as the aggregate amount of other segment items included in the reported measure
of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how
the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with
a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures
in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024, with early adoption permitted. The Company adopted this guidance as of April 1, 2024. The adoption resulted in
disclosure changes only.

 F- 11

 In December 2023, the FASB issued ASU 2023-09,
Improvement to Income Tax Disclosure. The ASU requires disaggregated information about a reporting entity's effective tax rate reconciliation
as well as additional information on income taxes paid. ASU 2023-09 is effective for public business entities, for annual periods
beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods
beginning after December 15, 2025. The Company is currently evaluating the impact of this ASU on its financial statements.

 In November 2024, the FASB has released ASU 2024-03,
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. The purpose of this update is to improve
the disclosures about a public business entity's expenses and address requests from investors for more detailed information about
the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly
presented expense captions (such as cost of sales, selling expenses, general and administrative expenses, and research and development
expenses). ASU 2024-04 is effective for all public business entities, for annual reporting periods beginning after December 15, 2026,
and interim reporting periods within annual reporting periods beginning after December 15, 2027. Any entity qualified as public business
entity shall apply ASU 2024-04 prospectively to financial statements issued for current period and all comparative periods. Early adoption
is permitted. The Company is currently evaluating the impact of this ASU on its financial statements.

 In November 2024, the FASB issued No. 2024-04, Debt—Debt
with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This ASU clarify the requirements
for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The ASU
is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those
annual reporting periods. The Company is currently evaluating the impact of this ASU on its financial statements.

 In January 2025, the FASB issued ASU No. 2025-01,
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective
Date. This ASU amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance
in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December
15, 2027. Early adoption of Update 2024-03 is permitted. The Company is currently evaluating the impact of this ASU on its financial statements.

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

 Note 3 — INITIAL PUBLIC OFFERING

 On April 1, 2025, the Company sold 5,000,000 Units,
at a price of $ 10.00 per Unit. Each Unit consists of one ordinary share, par value $0.0001 per share and one right (the "Public
Right"). Each Public Right entitles the holder to purchase one-fifth (1/5) of one ordinary share upon the consummation of the Company's
initial Business Combination. The Company will not issue fractional shares. As a result, the holder must hold Public Rights in multiples
of 5 in order to receive shares for all of their Public Rights upon closing of a Business Combination. The Company had also granted the
underwriters a 45 -day option to purchase up to an additional 750,000 units to cover over-allotments, if any.

 On April 7, 2025, the underwriter exercised the
over-allotment option in part to purchase an additional 357,622 Option Units of the Company (the "Over-Allotment Option")
at an offering price of $ 10.00 per Option Unit of the Company, generating gross proceeds of $ 3,576,220 which was deposited into the Trust
Account. In addition, on April 9, 2025, the underwriter exercised the remaining portion of the Over-Allotment Option to purchase an additional
 392,378 Option Units of the Company at an offering price of $ 10.00 per Option Unit, for gross proceeds of $ 3,923,780, which amount was
deposited into the Trust Account.

 The holders of the Units became eligible to separately
trade the ordinary shares and the Public Rights beginning on May 27, 2025.

 F- 12

 Note 4 — PRIVATE PLACEMENT

 Simultaneously with the closing of the IPO, the
Sponsor purchased an aggregate of 227,500 Initial Private Placement Units at a price of $ 10.00 per Initial Private Placement Units for
an aggregate purchase price of $ 2,275,000. Each Initial Private Placement Unit was identical to the Public Units sold in the IPO except
for certain registration rights and transfer restrictions.

 Simultaneously with the issuance and sales
of the Option Units, the Company completed the private placement sale of an additional 13,348 units to the Sponsor at a purchase
price of $ 10.00 per Additional Private Unit. The Private Placement generated total proceeds of $ 2,408,480, including the
cancellation of $ 337,580 of indebtedness.

 Note 5 — RELATED PARTY TRANSACTIONS

 Founder Shares

 Pursuant to the Securities Subscription Agreement
dated August 2, 2024, the Sponsor agreed to purchase 1,725,000 ordinary shares (the "Founder Shares") for an aggregate
price of $ 25,000. Due to the reduction in the offering size, the Company and sponsor subsequently entered into the Amended Subscription
Agreement pursuant to which the Sponsor agreed to surrender for no consideration, and the Company subsequently cancelled, 287,500 ordinary
shares previously issued the Sponsor, such that the Sponsor then held 1,437,500 Founder Shares purchased for an aggregate price of $ 25,000,
with a par value $ 0.0001.

 As of March 31, 2025, and 2024, there were 1,437,500
ordinary shares issued and outstanding, among which, up to 187,500 ordinary shares are subject to forfeiture if the over-allotment option
is not exercised in full or in part by the underwriters. On April 7, 2025, the underwriter exercised the Over-Allotment Option in part
to purchase an additional 357,622 Units of the Company. On April 7, 2025, the underwriter notified the Company of its exercise of the
remaining portion of the Over-Allotment Option to purchase an additional 392,378 Units of the Company at an offering price of $10.00 per
Unit. Upon the full exercise of the over-allotment option, all of the 187,500 Founder Shares will no longer be subject to forfeiture.

 The Founder shares except as described below,
are identical to the ordinary shares included in the units being sold in this offering, and holders of Founder shares have the same shareholder
rights as public shareholders, except that (a) the Founder shares are subject to certain transfer restrictions, as described in more detail
below; (b) the Company's initial shareholders have entered into an agreement with the Company, pursuant to which they have agreed
to (i) waive their redemption rights with respect to their Founder shares in connection with the completion of the Company's initial
Business Combination, (ii) waive their redemption rights with respect to their Founder shares, private placement shares and public shares
held by them 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 provide for the redemption of our public shares in connection with an initial
business combination or to redeem 100 % of our public shares if we have not consummated our initial business combination within the timeframe
set forth therein or (B) with respect to any other provision relating to shareholders' rights or pre-initial business combination
activity, and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder shares and
private placement shares if the Company fails to complete our initial business combination within 12 months from the closing of this offering
(or up to 18 months from the closing of this offering if the Company extend the period of time to consummate a business combination, as
described in more detail in this prospectus) (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 the Company's initial business combination within the prescribed time
frame) and (c) are entitled to certain registration rights to provide for the resale of such shares under the Securities Act. If the Company
submits its initial Business Combination to its public shareholders for a vote, its founder has agreed (and its permitted transferees
will agree) to vote their Founder shares, private shares and any public shares purchased during or after this offering in favor of its
initial Business Combination. The other members of the Company's management team have entered into agreements similar to the one
entered into by the Company's Sponsor with respect to any public shares acquired by them in or after this offering.

 F- 13

 The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services
rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction
agreement, reduce the amount of funds in the Trust Account to below (i) $ 10.00 per public share 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 $ 10.00 per public share due to reductions
in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply
with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access
to the Trust Account nor will it apply to any claims under the Company's indemnity of the underwriters of the IPO against certain
liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable
against a third party, then the Company's Sponsor will not be responsible to the extent of any liability for such third-party claims.

 The initial shareholders have agreed, not to transfer,
assign or sell 100 % of its Founder Shares until the earlier of (x) six months after the date of the consummation of the Company's
initial business combination or (y) the date on which the closing price of the Company's ordinary shares equals or exceeds $ 12.00
per share (as adjusted for share splits, share surrenders, reorganizations and recapitalizations) for any 20 trading days within any 30-trading
day period commencing at least 150 days after our initial business combination, or (z) the Company consummates a subsequent liquidation,
merger, share exchange or other similar transaction after its initial Business Combination which results in all of its shareholders having
the right to exchange their ordinary shares for cash, securities or other property.

 Promissory Note – related party

 On June 20, 2024, the Sponsor agreed to loan
the Company up to an aggregate amount of $ 500,000 to be used, in part, for transaction costs incurred in connection with the IPO (the
"Promissory Note"). The Promissory Note is unsecured, interest-free and due on the earlier of: (i) December 31, 2024
or (ii) the date on which the Company closes the IPO. On January 27, 2025, the Promissory Note was amended and restated to be payable
on the earlier of (i) December 31, 2025, or (ii) the consummation of the offering. The balance of Promissory Note was repaid upon the
closing of the IPO out of the offering proceeds not held in the Trust Account on April 1, 2025.

 As of March 31, 2025, and 2024, the principal
amount due and owing under the Promissory Note was $ 337,584 and nil, respectively.

 Due to related parties

 As of March 31, 2025, and 2024, the Company had
a balance of nil and $ 31,748 and, respectively, due to a related party, the Sponsor, to cover the Company's formation and operating
costs as well as deferred offering costs. During the fiscal year ended March 31, 2025, the Company has paid off the amount due to Sponsor
by drawing down the Promissory Note.

 Related Party Loans

 In addition, in order to finance transaction costs
in connection with an intended initial Business Combination, the Sponsor, the Company's officers and directors may, but are not
obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it intends to repay
such loaned amount at closing. In the event that the initial Business Combination does not close, the Company may use a portion of the
working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such
repayment. Up to $ 1,500,000 of such working capital loans made by the Sponsor, the Company's officers and directors, or the Company's
or their affiliates to the Company prior to or in connection with its initial Business Combination may be convertible into units, at a
price of $ 10.00 per unit at the option of the lender, upon consummation of its initial Business Combination. The units would be identical
to the Placement Units. As of March 31, 2025, the Company had no borrowings under the Related Party Loans.

 Administrative Support Services

 Commencing on the effective date of the registration
statement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $ 10,000 per month for office space, utilities
and secretarial and administrative support. Upon completion of its initial Business Combination or its liquidation, the Company will cease
paying these monthly fees.

 F- 14

 Note 6 — COMMITMENTS AND CONTINGENCIES

 Registration Rights

 The holders of the Founder Shares and Private
Placement Units (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement
to be signed prior to or on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of
these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In
addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent
to the completion of the initial business combination and rights to require the Company to register for resale such securities pursuant
to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.

 Underwriting Agreement

 The Company granted Maxim, the representative
of the underwriters, a 45-day option from the date of this prospectus to purchase up to 750,000 additional Units to cover over-allotments,
if any, at the IPO price less the underwriting discounts and commissions.

 The underwriters will be entitled to a cash underwriting
discount of 1.75 % of the gross proceeds of the IPO, or $ 875,000 (or $ 1,006,250 if the over-allotment option is exercised in full). Additionally,
the Company issued the underwriter 4 % of the gross proceeds of this offering as underwriting discounts and commissions in the form of
Representative Shares at a price of $ 10.00 per ordinary share, which will equal 200,000 shares (or 230,000 shares if the underwriter's
overallotment option is exercised in full) upon the consummation of this offering.

 In connection with the closing of the IPO, the
Company issued 200,000 Representative Shares to the underwriter. In connection with the issuance and sales of the Option Units, the Company
issued an additional 30,000 Representative Shares to Maxim, the representative of the underwriters.

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

 Note 7 — SHAREHOLDERS' EQUITY

 Preference Share

 The Company is authorized to issue 10,000,000
shares of preference share, $ 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 March 31, 2025 and 2024, there were no preference shares issued or outstanding.

 Ordinary shares

 The Company is authorized to issue 490,000,000 shares of ordinary share
with $ 0.0001 par value.

 Pursuant to the Securities Subscription Agreement
dated August 2, 2024, the Sponsor agreed to purchase 1,725,000 Founder Shares for an aggregate price of $ 25,000. Due to the reduction
in the offering size, the Company and sponsor subsequently entered into the Amended Subscription Agreement pursuant to which the Sponsor
agreed to surrender for no consideration and the Company subsequently cancelled, 287,500 ordinary shares previously issued the Sponsor,
such that the Sponsor then held 1,437,500 Founder Shares purchased for an aggregate price of $ 25,000, with a par value $ 0.0001.

 As of March 31, 2025, and 2024, there were 1,437,500
ordinary shares issued and outstanding, among which, up to 187,500 ordinary shares are subject to forfeiture if the over-allotment option
is not exercised in full or in part by the underwriters.

 F- 15

 Rights

 Except in cases where the Company is not the surviving
company in a Business Combination, each holder of a right will receive one-fifth (1/5) of an ordinary share upon consummation of the initial
Business Combination. In the event the Company will not be the surviving company upon completion of our initial Business Combination,
each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-fifth (1/5) of a share
underlying each right upon consummation of the Business Combination unless otherwise waived in the course of the Business Combination.
No fractional shares will be issued upon exchange of rights. No additional consideration will be required to be paid by a holder of rights
in order to receive its additional shares upon consummation of a Business Combination. Fractional shares will either be rounded down to
the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Law.

 Note 8 — SEGMENT INFORMATION

 ASC Topic 280, "Segment
Reporting," establishes standards for companies to report in their financial statement information about operating segments, products,
services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial
information is available that is regularly evaluated by the Company's CODM, or group, in deciding how to allocate resources and
assess performance.

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

 The CODM assesses performance
for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations
as net income or loss. The net loss is the measure of segment profit (loss) most consistent with U.S. GAAP that is regularly reviewed
by the CODM to allocate resources and assess financial performance. The Company does not have an operating income and therefore, it does
not have any revenue. The Company will not generate any operating revenues until after the completion of the Business Combination, at
the earliest. The Company's significant expenses were formation and operating costs as detailed below. The measure of segment assets
is reported on the balance sheet as total assets.

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

 fiscal year
 ended
 2025

 period from
 January 18,
 2024
 (inception)
 through
 2024

 Formation and operating costs

 $

 156,520

 $

 6,748

 Formation and operating costs
are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Proposed Public
Offering and eventually a Business Combination within the business combination period. The CODM also reviews formation and operating costs
to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. These expenses
are monitored to manage and forecast cash available to complete a business combination within the required period. Formation and operating
costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. All other
segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

 As of March 31, 2025, and
2024, the Company had total assets of $ 239,316 and $ 90,000, respectively. See the Company's balance sheets for additional information.

 F- 16

 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 on the review, management identified
the following subsequent events that would have required adjustment or disclosure in the financial statements.

 As discussed in Note 1, 3, and 4, on April 1,
2025, the Company consummated its IPO of 5,000,000 Units at an offering price of $ 10.00 per Unit, generating total gross
proceeds of $ 50,000,000. Simultaneously with the closing of the IPO, the Company consummated a private placement of 227,500 Private
Placement Units to the Sponsor, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 2,275,000, including
the cancellation of $ 275,000 of indebtedness. The Company had also granted the underwriters a 45 -day option to purchase up to an
additional 750,000 units to cover over-allotments, if any.

 As discussed in Note 5, on April 1, 2025, the
Company repaid the then outstanding Promissory note - related party balance of $ 337,584 to the Sponsor upon the closing of the IPO.

 As discussed in Note 1, 3, 4, and 5, on April
7, 2025, the underwriter exercised of the Over-Allotment Option in part to purchase an additional 357,622 Units of the Company at an offering
price of $ 10.00 per Unit, generating gross proceeds of $ 3,576,220, which was deposited into the Trust Account. In addition, on April 9,
2025, the underwriter exercised the remaining portion of the Over-Allotment Option to purchase an additional 392,378 Units of the Company
at an offering price of $ 10.00 per Unit, which resulted in gross proceeds of $ 3,923,780 and was deposited into the Trust Account. Upon
the full exercise of the over-allotment option, all of the 187,500 Founder Shares are no longer be subject to forfeiture. Simultaneously
with the closing of the Over-Allotment Option, the Company consummated the sale of a total of 13,348 additional Private Placement Units
to the Sponsor at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 133,480, including the cancellation
of $ 62,580 of indebtedness.

 As discussed in Note 3, the holders of the Units
were granted the right to separately trade the ordinary shares and the Public Rights beginning on May 27, 2025.

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