Form S-1/A Aimei Health Technology

This
summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain
all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including
the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus,
before investing. Unless otherwise stated in this prospectus, or the context otherwise requires:

All
references in this prospectus to our shares being forfeited shall take effect as a surrender of shares for no consideration of such shares
as a matter of Cayman Islands law. All references in this prospectus to share dividends shall take effect as share capitalizations as
a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not
exercise their over-allotment option.

You
should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide
you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where
the offer is not permitted.

General

We
are a blank check company newly incorporated as a Cayman Islands exempted company on April
27, 2023. 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. As an exempted company, we have applied for and received a tax exemption
undertaking from the Cayman Islands government that, in accordance with section 6 of the Tax Concessions Act (2018 Revision) of the Cayman
Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to
be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on
profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect
of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other
distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture
or other obligation of us.

We
were incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization
or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts
to identify a prospective target business will not be limited to a particular industry or geographic location. As such, although we
are not targeting target companies in China, we may consider an initial business combination with a target business with its principal
business operations in China (including Hong Kong and Macau). We do not have any specific business combination under consideration and
we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive
discussions, formal or otherwise, with respect to such a transaction with our company.

Competitive
Advantage

We
have an experienced and highly professional management team, almost all of whom have entrepreneurial experience or experience working
for public companies, and we believe that this valuable experience can help us to better identify outstanding companies that are considering
becoming public companies.

Our
Chief Executive Officer, Juan Fernandez Pascual, has a deep understanding of the industry, the current challenges and opportunities,
and the best strategies for success. He is also familiar with the regulatory environment, and has a strong track record of navigating
complex legal and financial matters. His background in financial management and corporate governance will be especially helpful in guiding
the company’s strategic decisions. We believe Juan’s unique experience and contacts will help us identify great target companies.

Our
Chief Financial Officer, Hueng Ming Wong, has solid background of accounting and financing as he has worked in an international accounting
firm and advanced in the audit field by leading both internal and external audits, including as a senior manager and a manager in PricewaterhouseCoopers,
Beijing office and Deloitte Touche Tohmatsu, Hong Kong, respectively. He has also advised a number of companies that are listed on overseas
stock exchanges, including those in the United States, China and Hong Kong. We believe that his experience will help us to better identify
the financial risks of potential investment targets and to find outstanding companies to acquire.

Additionally,
we believe that our independent director nominees will provide public company governance, executive leadership, operational oversight,
private equity investment management and capital markets experience. Our directors have experience with acquisitions, divestitures and
corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger
candidates as well as following the completion of our initial business combination.

We
believe our management team is well positioned to take advantage of the growing set of acquisition opportunities focused on the intelligent
transportation sector and that our contacts and relationships, ranging from owners and management teams of private and public companies,
private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction
for our shareholders.

In
addition, our sponsor has engaged the services of ARC Group Limited to provide financial advisory services to our sponsor in connection
with this offering, which services include an analysis of markets, positioning, financial models, organizational structure and capital
requirements as well as assistance with the public offering process including assisting in the preparation of financial information and
statements.

The
past performance of the members of our management team, our sponsor’s financial advisor or their affiliates is not a guarantee
that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business
combination we may consummate. You should not rely on the historical record of the performance of our management team or any of its affiliates’
performance as indicative of our future performance.

Our
Chief Financial Officer is a citizen of Hong Kong. Additionally, one of three independent director nominees, resides in China. Although
we are not targeting target companies in China, we may consider a business combination with an entity or business with a physical presence
or other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination business to the laws,
regulations and policies of China. Any target for a business combination may conduct operations through subsidiaries in China. The legal
and regulatory risks associated with doing business in China discussed in this prospectus may make us a less attractive partner in an
initial business combination than other special purpose acquisition companies that do not have any ties to China. As such, our ties to
China may make it harder for us to complete an initial business combination with a target company without any such ties. In addition,
we will not conduct a business combination with any target company that conducts operations through variable interest entities (“VIEs”),
which are a series of contractual arrangements used to provide the economic benefits of foreign investment in Chinese-based companies
where Chinese law prohibits direct foreign investment in the operating companies. As a result, this may limit the pool of acquisition
candidates we may acquire in the PRC, in particular, relative to other special purpose acquisition companies that are not subject to
such restrictions, which could make it more difficult and costly for us to consummate a business combination with a target business operating
in the PRC relative to such other companies.

If
we were to complete a business combination with a Chinese entity, we could be subject to certain legal and operational risks associated
with or having the majority of post-business combination operations in China. PRC laws and regulations governing PRC based business operations
are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations of any post-business
combination subsidiaries, significant depreciation of the value of our ordinary shares, or a complete hindrance of our ability to offer,
or continue to offer, our securities to investors, including investors in the United States. Recently, the PRC government adopted a series
of regulatory actions and issued 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 the
efforts in anti-monopoly enforcement. These recently enacted measures, and new measures which may be implemented, could materially and
adversely affect the operations of any post-business combination company which we may acquire as our initial business combination.

Since
these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation-making bodies
will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,
if any, and the potential impact such modified or new laws and regulations will have on a China-based target company’s daily business
operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange. Additionally, if we effect our initial
business combination with a business located in the PRC, the laws applicable to such business will likely govern all of our material
agreements and we may not be able to enforce our legal rights. There are uncertainties regarding the interpretation and enforcement of
PRC laws, rules and regulations which may have a material adverse impact on the value of our securities. If we enter into a business
combination with a target business operating in China, cash proceeds raised from overseas financing activities, including this offering,
may be transferred by us to any future PRC subsidiaries via capital contribution or shareholder loans, as the case may be. All these
risks could result in a material change in our or the target company’s post-combination operations and/or the value of our ordinary
shares or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause
the value of such securities to significantly decline or become worthless.

Furthermore,
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. The PRC government may also
intervene with or influence the combined company’s operations at any time as the government deems appropriate to further regulatory,
political and societal goals.

The
PRC government has recently published new policies that significantly affected certain industries such as the education and internet
industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry
that could adversely affect our potential business combination with a PRC operating business and the business, financial condition
and results of operations of the combined company. 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 the PRC, 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. See “Risk Factors” beginning at page 23 “Risks Related to Acquiring
or Operating Businesses in the PRC.”

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 Measures”), which took effect on March 31,
2023. The Trial Measures supersede the 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 1 and 10 million RMB for failure to comply with the Trial
Measures, including failure to comply with filing obligations or committing fraud and misrepresentation.

We
believe we are not required to obtain approvals from any PRC government authorities, including the CSRC or the Cyberspace Administration
of China (“CAC”), or any other government entity, to issue our securities to foreign investors and to list on a U.S. exchange
or to search for a target company. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions
or regulatory objection to this offering from the CSRC or any other PRC governmental authorities. However, applicable laws, regulations,
or interpretations of the PRC may change or we could be mistaken about these rules applicability, and the relevant PRC government agencies
could reach a different conclusion and may subject us to a stringent approval process from the relevant government entities in connection
with this offering, continued listing on a U.S. exchange, the potential business combination, the issuance of shares or the maintenance
of our status as a publicly listed company outside China, and the post business combination entity’s PRC operations if our business
combination target is a PRC Target Company. If the CSRC or the CAC, or any other governmental or regulatory body subsequently determines
that its approval is needed for this offering, a business combination, the issuance of our ordinary shares upon exercise of the rights,
or maintaining our status as a publicly listed company outside China, we may face approval delays, adverse actions or sanctions by the
CSRC, CAC and/or other PRC regulatory agencies. It is uncertain whether we will be required to obtain permission from the PRC government
to continue to list on a U.S. exchange in the future and offer our securities to foreign investors. If approval is required in the future,
including pursuant to the Trial Measures, and we are denied permission from Chinese authorities to list on U.S. exchanges or offer our
securities to foreign investors, we may not be able to continue listing on a U.S. exchange or be subject to other severe consequences,
which would materially affect our ability to complete a business combination in which case we may have to liquidate which would be adverse
to the interests of the investors. In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations
after this offering. The use of the term “operate” and “operations” includes the process of searching for a target
business and conducting related activities. To that extent, we may not be able to conduct the process of searching for a potential target
company in China.

There
are numerous risks and uncertainties related to doing business in China including:

For
a detailed description of risks associated with our significant ties to or a potential acquisition of a target business in China, see
“Risk Factors — Risks Related to Acquiring or Operating Businesses in the PRC” commencing on page 36.

Each
of our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities
intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into
a definitive agreement regarding our initial business combination. For more information, see the section of this prospectus entitled
“Management — Conflicts of Interest” and see “Risk Factors.”

Investment
Direction

Although
there is no restriction or limitation on what industry our target operates in, it is our intention to pursue prospective targets that
are focused on healthcare innovation. We anticipate targeting what are traditionally known as “small cap” companies domiciled
in North America, Europe and/or the Asia Pacific (“APAC”) regions that are developing assets in the biopharmaceutical, medical
technology/medical device and diagnostics space which aligns with our management team’s experience in operating health care companies
and in drug and device technology development as well as diagnostic and other services. Our efforts to identify a prospective target
business will not be limited to a particular industry or geographic region. As such, although we are not targeting target companies in
China, we may consider an initial business combination with a target business with its principal business operations in China (including
Hong Kong and Macau). At the time of preparing this prospectus, we have not identified any specific business combination, nor has anyone
on our behalf initiated or engaged in any substantive discussions, formal or otherwise, related to such a transaction. Our efforts to
date are limited to organizational activities related to this offering.

Transfers
of Cash to and from our Post Business Combination Subsidiaries

To
date, we have not pursued an initial business combination and there have not been any capital contributions or shareholder loans by us
to any PRC entities, we do not yet have any subsidiaries, and we have not received, declared or made any dividends or distributions.
Although we do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly
or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such
a transaction, our initial business combination target company may include a company based in the PRC. If we decide to consummate our
initial business combination with a target business based in and primarily operating in the PRC, 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
an initial business combination with a China-based company, 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.

Current
PRC regulations permit a potential PRC target company’s indirect PRC subsidiaries to pay dividends to an overseas subsidiary, for
example, a subsidiary located in Hong Kong, only out of their accumulated profits, if any, determined in accordance with Chinese accounting
standards and regulations. In addition, each of the target’s subsidiaries in China is required to set aside at least 10% of its
after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% 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, each such entity in China 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 the discretion of its board of directors. Although the statutory
reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings
of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

The
PRC government also imposes controls on the conversion of the Renminbi (“RMB”), the legal currency of the PRC, into foreign
currencies and the remittance of currencies out of the PRC. Our initial business combination target may be a PRC company with substantially
all of its revenues in RMB. Shortages in the availability of foreign currency may restrict the ability of the PRC subsidiaries to remit
sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations.
Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments
and expenditures from trade-related transactions can be made in foreign currencies without prior approval from SAFE by complying with
certain procedural requirements. However, approval from appropriate government authorities is required where RMB is to be converted into
foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.
The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If
the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands post business
combination, we may not be able to pay dividends in foreign currencies to our security-holders. Furthermore, if our target’s subsidiaries
in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make
other payments.

Cash
dividends, if any, on our ordinary shares will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes,
any dividends we pay to our overseas shareholders may be regarded as China-sourced income and, as a result, may be subject to PRC withholding
tax at a rate of up to 10.0%.

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 RMB 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. See “Risk Factors — Risks
Related to Acquiring or Operating Businesses in the PRC” under the subheadings “Cash-Flow Structure of a Post-Acquisition
Company Based in China” and “Exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of
this offering to acquire a target company in the PRC and limit our ability to utilize our cash flow effectively following our initial
business combination.” However, the funds held in our trust account are not held in China, they are held in U.S. dollars in
the United States with Continental Stock Transfer & Trust Company and therefore shareholder redemption rights would not be impacted.

Opportunity
& Acquisition Target Criteria

We
will seek to acquire small cap businesses in the biopharmaceutical, medical technology/device industries or diagnostic and other services
sector. We believe these industries are attractive for a number of reasons, including: they represent attractive markets, which are characterized
by a high level of innovation and they include a large number of emerging high growth companies that have the right size as potential
targets.

Our
operating experience and industry contacts place us in a position to optimize our chances of identifying high value targets in these
areas. Our target of small cap healthcare-based companies will be based on the concept of value investing and therefore focused on quality
businesses with specific and time-based catalysts. We will remain opportunistic at considering opportunities throughout the healthcare
space however, our primary focus will be on small cap healthcare companies with one or more of the following characteristics:

We
will be focused on companies in disruptive and other value added subsegments of healthcare that have the potential for significant gains
in the next five years. Our ideal company will be institutionally backed, with a high-quality management team and a demonstrated ability
to raise money from the private capital markets. Our plan is to focus on the esoteric/specialty diagnostic market that is quickly emerging
as a critical component of the medical health system as the concept of therapeutics, diagnostics, medical devices and artificial intelligence
merge into a single focus of optimizing patient care.

The
focus of our management team will be to create shareholder value by leveraging its experience to efficiently guide an emerging healthcare
company towards commercialization. Consistent with our strategy, we have identified the following general criteria and guidelines that
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 fit to do so:

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

We
currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected
nor considered a target business, nor have they had any substantive discussions regarding possible target businesses among themselves
or with our underwriters or other advisors. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly
or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative
to select or locate any such acquisition candidate.

Initial
Business Combination

We
will have until 12 months (or up to 24 months from the closing of this 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 prospectus) from the closing of this offering
to consummate our initial business combination. If we are unable to consummate our initial business combination within the time period
described above, we will, as promptly as reasonably possible but not more than five 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, liquidate and dissolve, subject 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.

Nasdaq
rules provide that our initial business combination must be with one or more target businesses that together have a fair market value
equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned)
at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independently
determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking
firm or another independent firm that commonly renders valuation opinions with respect to the satisfaction of such criteria. 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% fair market value
test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate
value of all of the target businesses.

We
anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete
such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended, or the “Investment Company Act”. Even if the post-transaction company
owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively
own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination
transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the
outstanding capital stock, shares or other equity securities 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 issued and 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 net assets
test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate
value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would
no longer be required to meet the foregoing 80% of net assets test.

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

Members
of our management team and our independent directors and their affiliates will directly or indirectly own ordinary shares and private
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. 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.
Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual
obligations to another entity, including other blank check companies similar to our company, pursuant to which such officer or director
may be required to present a business combination opportunity to such entity. Specifically, our executive officers are affiliated with
our sponsor and other entities that make, or are looking to make, investments in companies. 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 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. We do not believe, however, that the fiduciary duties or contractual
obligations of our executive officers will materially affect our ability to complete our business combination. For additional information
regarding our executive officers’ and directors’ business affiliations and potential conflicts of interest, see “Management
— Directors and Executive Officers” and “Management — Conflicts of Interest.” Our amended and restated
memorandum and articles of association will provide that, subject to fiduciary duties under Cayman Islands law, we renounce our interest
in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in
his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to
undertake and would otherwise be reasonable for us to pursue.

Prior
to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form
8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act.

PRC Approvals

Below is a summary of potential
PRC laws and regulations that could be interpreted by the in-charge PRC government authorities, namely, the CSRC, the CAC and their enforcement
agencies, to require the company to obtain permission or approval in order to issue securities to foreign investors in connection with
a business combination or offer securities to foreign investors. The company does not believe that any permission or approval is required
under the PRC laws or regulations to offer securities to non-PRC investors. However, there is no assurance that such approval or permission
will not be required under the PRC laws, regulations or policies if the relevant governmental authorities take a contrary position, nor
can the company predict whether or how long it will take to obtain such approval if so required.

CSRC Approval

The Regulations on Mergers
and Acquisitions of Domestic Companies by Foreign Investors adopted by six PRC regulatory agencies, including the MOFCOM, the State-Owned
Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration for Industry and Commerce
(the “SAMR”), the CSRC, and the SAFE in 2006 and amended in 2009, as well as some other regulations and rules concerning
mergers and acquisitions (collectively, the “M&A Rules”) include provisions that purport to require that an offshore
special purpose vehicle that is controlled by PRC domestic companies or individuals and that has been formed for the purpose of an overseas
listing of securities through acquisitions of PRC domestic companies or assets to obtain the approval of the CSRC prior to the listing
and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published
its approval procedures for overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope
and applicability of the M&A Rules to offshore special purpose vehicles. While the application of the M&A Rules remains unclear,
the company believes that the CSRC approval would not be required in the context of a business combination because (1) the M&A
Rules provide that the acquisition of the equity held by the shareholders of a “domestic company” (i.e., a non-foreign investment
company) or the subscription for the new shares issued by a “domestic company” by the shareholders of an offshore special
purpose vehicle with the equity of such offshore special purpose vehicle, or by the offshore special purpose vehicle with its new shares
for the purpose of the overseas listing of such offshore special purpose vehicle, shall be subject to the approval of the CSRC; while
the company currently is a foreign-invested enterprise rather than a “domestic company” as defined under the M&A Rules,
and (2) the CSRC currently has not issued any definitive rule or interpretation concerning whether a transaction of the kind contemplated
herein is subject to the M&A Rules. However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented.

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 Measures”), which took effect on March 31, 2023. The Trial Measures
supersede the 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 1 and 10 million RMB for failure to comply with the Trial Measures, including failure
to comply with filing obligations or committing fraud and misrepresentation.

We believe we are not required
to obtain approvals from any PRC government authorities, including the CSRC or the Cyberspace Administration of China (“CAC”),
or any other government entity, to issue our securities to foreign investors and to list on a U.S. exchange or to search for a target
company. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection
to this offering from the CSRC or any other PRC governmental authorities. However, applicable laws, regulations, or interpretations of
the PRC may change or we could be mistaken about these rules applicability, and the relevant PRC government agencies could reach a different
conclusion and may subject us to a stringent approval process from the relevant government entities in connection with this offering,
continued listing on a U.S. exchange, the potential business combination, the issuance of shares or the maintenance of our status as
a publicly listed company outside China, and the post business combination entity’s PRC operations if our business combination
target is a PRC Target Company. If the CSRC or the CAC, or any other governmental or regulatory body subsequently determines that its
approval is needed for this offering, a business combination, the issuance of our ordinary shares upon exercise of the rights, or maintaining
our status as a publicly listed company outside China, we may face approval delays, adverse actions or sanctions by the CSRC, CAC and/or
other PRC regulatory agencies. It is uncertain whether we will be required to obtain permission from the PRC government to continue to
list on a U.S. exchange in the future and offer our securities to foreign investors. If approval is required in the future, including
pursuant to the Trial Measures, and we are denied permission from Chinese authorities to list on U.S. exchanges or offer our securities
to foreign investors, we may not be able to continue listing on a U.S. exchange or be subject to other severe consequences, which would
materially affect our ability to complete a business combination in which case we may have to liquidate which would be adverse to the
interests of the investors. In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations after
this offering. The use of the term “operate” and “operations” includes the process of searching for a target
business and conducting related activities. To that extent, we may not be able to conduct the process of searching for a potential target
company in China.

Our Sponsor

Our sponsor is Aimei Investment
Ltd., a Cayman Islands exempted company whose ultimate beneficial owner is Ms. Huang Han. Ms. Han is a resident of the PRC. Mr. Juan
Fernandez Pascual is the Secretary of our sponsor.

On May 1, 2023, we entered
into a subscription agreement for founder shares with our sponsor which is recorded as subscription receivable and which was amended
and restated on May 24, 2023. On May 25, 2023, 1,437,500
founder shares were issued to the sponsor (up to 187,500 of which are subject to forfeiture depending on the extent to which the underwriters’
over-allotment option is exercised) pursuant to a securities subscription agreement dated May 24, 2023 and the 1,437,500 ordinary
shares previously held by the sponsor were repurchased by the company. Subsequently, on May 25, 2023, an aggregate of 152,000 founder
shares were transferred to directors of the company. These 152,000 founder shares will not be subject to forfeiture in the event the
underwriters’ over-allotment option is not exercised. On October 20, 2023, the Company capitalized an amount equal to $28.75
standing to the credit of the share premium account and appropriated such sum and applied it on behalf of the Sponsor towards paying
up in full (as to the full par value of $0.0001 per founder share) 287,500 unissued ordinary shares of $0.0001 par value and allotted
such shares credited as fully paid to the Sponsor, resulting in 1,725,000 shares being issued and outstanding. Such ordinary shares includes
an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is
not exercised in full or in part. Thus, such parties may have more of an economic incentive for us to enter into an initial business
combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues
or earnings, than would be the case if such parties had paid the full offering price for their founder shares. On October 20, 2023,
the May 24, 2023 subscription agreement was amended to reflect this change.

Each of our directors, director
nominees and officers presently has and any of them in the future may have additional, fiduciary or contractual obligations to other
entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly,
if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or
she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present
such opportunity to such entity. 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.

Notwithstanding our founder’s
and management team’s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate
for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination
we may consummate. You should not rely on the historical record of the members of our management team or our sponsor or their respective
affiliates or any related investment’s performance as indicative of our future performance of an investment in the company or the
returns the company will, or is likely to, generate going forward. Each of our officers and directors may become an officer or director
of another special purpose acquisition company with a class of securities intended to be registered under the Exchange Act, even before
we have entered into a definitive agreement regarding our initial business combination. For more information, see the section of this
prospectus entitled “Management — Conflicts of Interest” and see “Risk Factors.”

Private Placements

On May 1, 2023, we entered
into a subscription agreement for founder shares with our sponsor which is recorded as subscription receivable and which was amended
and restated on May 24, 2023. Prior to this offering, we issued an aggregate of 50,000 ordinary shares of $1.00 par value each to
Han Huang. On May 11, 2023, Han Huang transferred those ordinary shares to our sponsor and on May 15, 2023 our sponsor resolved to sub-divide
the ordinary shares of $1.00 par value each into ordinary shares of $0.0001 par value each and as such the sponsor held 500,000,000 ordinary
shares of $0.0001 each. On May 15, 2023 the directors resolved to repurchase 498,562,500 ordinary shares from the sponsor, the repurchase
resulting in the sponsor holding 1,437,500 ordinary shares. On May 25, 2023, 1,437,500 founder shares were issued to the sponsor
(up to 187,500 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised)
pursuant to a securities subscription agreement dated May 24, 2023 and the 1,437,500 ordinary shares previously held by the sponsor
were repurchased by the company. Subsequently, on May 25, 2023, an aggregate of 152,000 founder shares were transferred to directors
of the company. These 152,000 founder shares will not be subject to forfeiture in the event the underwriters’ over-allotment option
is not exercised. On October 20, 2023, the Company capitalized an amount equal to $28.75 standing to the credit of the share premium
account and appropriated such sum and applied it on behalf of the Sponsor towards paying up in full (as to the full par value of $0.0001
per founder share) 287,500 unissued ordinary shares of $0.0001 par value and allotted such shares credited as fully paid to the Sponsor,
resulting in 1,725,000 shares being issued and outstanding. Such ordinary shares includes an aggregate of up to 225,000 shares subject
to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part. On October
20, 2023, the May 24, 2023 subscription agreement was amended to reflect this change. Subject to certain limited exceptions, our
initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation
of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation,
merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary
shares for cash, securities or other property.

Our
sponsor has agreed to purchase an aggregate of 305,000 units (or 332,000 units if the over-allotment option is exercised
in full) at a price of $10.00 per unit for an aggregate purchase price of $3,050,000 (or $3,320,000 if the over-allotment
option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Subject to certain
limited exceptions, our initial shareholders have agreed not to transfer, assign or sell any of the private units and underlying ordinary
shares until after the completion of our initial business combination.

Subject to certain limited
exceptions, our initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date
of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, we consummate
a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right
to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing if the last reported sale price
of our ordinary shares equal or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganization, recapitalizations
and other similar transactions) for any twenty (20) trading days within any thirty (30) trading day period commencing at least 150 days
after our initial business combination the founder shares will not be subject to such transfer restrictions.

Corporate
Information

We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012, 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 internal controls 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” for up to five years. However, if our non-convertible debt issued within a three
year period or revenues exceeds $1.07 billion, or the market value of our shares that are held by non-affiliates exceeds $700 million
on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following
fiscal year.

Our
executive offices are located at 10 East 53rd Street, Suite 3001, New York, NY 10022, and our telephone number is +34 678 035200.

In
making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of
our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted
in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, or the Securities Act. You will not be entitled
to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks
set forth in the section below entitled “Risk Factors” beginning on page 23 of this prospectus.

Summary
of Risk Factors

An
investment in our securities involves a high degree of risk. 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 materially adversely
affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and
you could lose all or part of your investment. Such risks include, but are not limited to:

Summary
Financial Data

The
following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included
in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.

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 prospectus, 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.

Risks
Relating to Searching for and Consummating a Business Combination

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 May 8, 2023, we had $0 in cash and a working capital deficit of $69,063. As of September 30, 2023, we had $10,000 in
cash and a working capital deficit of $203,567. Further, we have incurred and expect to continue to incur significant costs in
pursuit of our acquisition plans. Management’s plans to address this need for capital through this offering are discussed in the
section of this prospectus 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 prospectus do
not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going
concern.

The
requirement that we complete our initial business combination within 12 months from the closing of this offering (or up to 24
months from the closing of this 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 prospectus) may give potential target businesses leverage over us in negotiating our initial business
combination and may limit the amount of time we have to conduct due diligence on potential business combination targets as we approach
our dissolution deadline, which could undermine our ability to consummate our initial business combination on terms that would produce
value for our shareholders.

Any
potential target business with which we enter into negotiations concerning our initial business combination will be aware that we must
consummate our initial business combination within 12 months from the closing of this offering (or up to 24 months from the closing
of this 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 prospectus). Consequently, such target businesses may obtain leverage over us in negotiating our initial 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 consummate our initial business combination within the required time period, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate.

We
must complete our initial business combination within 12 months from the closing of this offering (or up to 24 months from the
closing of this 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 prospectus). We may not be able to find a suitable target business and consummate our initial business combination
within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions,
volatility in the capital and debt markets and the other risks described herein. If we are unable to consummate our initial business
combination within the required time period, we will, as promptly as reasonably possible but not more than five business days thereafter,
distribute the aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $50,000 of interest to pay
liquidation 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. This redemption of public shareholders from the trust account shall be effected as required
by function of our amended and restated memorandum and articles of association and prior to any voluntary winding up.

If
we are unable to consummate our initial business combination within 12 months of the closing of this offering (or up to 24 months
from the closing of this 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 prospectus), our public shareholders may be forced to wait beyond such period of time before redemption
from our trust account.

If
we are unable to consummate our initial business combination within 12 months from the closing of this offering (or up to 24 months
from the closing of this 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 prospectus), we will, as promptly as reasonably possible but not more than five business days thereafter,
distribute the aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $50,000 of interest to pay
liquidation 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 by way of a voluntary liquidation, as further described herein. Any redemption of public shareholders from the trust
account shall be effected as required by our amended and restated memorandum and articles of association prior to our commencing any
voluntary liquidation. If we are required to liquidate prior to distributing the aggregate amount then on deposit in the trust account
(net of taxes payable, and less up to $50,000 of interest to pay liquidation expenses) pro rata to our public shareholders, then 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 12 months (or 24 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. Except as otherwise described herein, we
have no obligation to return funds to investors prior to the date of any redemption required as a result of our failure to consummate
our initial business combination within the period described above or our 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 any such redemption of public
shares as we are required to effect or any liquidation will public shareholders be entitled to distributions if we are unable to complete
our initial business combination.

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

If
we do not decide to hold a shareholder vote in conjunction with our initial business combination for business or other legal reasons,
we will conduct redemptions pursuant to the tender offer rules of the SEC and our amended and restated memorandum and articles of association.
Nasdaq rules currently allow us to engage in a tender offer in lieu of a general meeting, provided that we were not seeking to issue
more than 20% of our issued and outstanding shares to a target business as consideration in any business combination. Furthermore, shareholder
approval would not be required pursuant to the Companies Act if our initial business combination were structured as a purchase of assets,
a purchase of stock, shares or other equity securities of the target not involving a merger with us, or a merger of the target into a
subsidiary of our company, or if we otherwise entered into contractual arrangements with a target to obtain control of such company.
Accordingly, we may consummate our initial business combination even if holders of a majority of our public shares do not approve of
the business combination.

Your
only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your
right to redeem your shares from us for cash.

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. Because our board of directors may consummate our initial business combination without seeking shareholder approval,
public shareholders may not have the right or opportunity to vote on the business combination. Accordingly, 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.

If
we seek shareholder approval of our 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 20% of our ordinary shares, you will lose the ability to
redeem all such shares in excess of 20% of our ordinary shares.

If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder,
individually or 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 20% of the shares sold in this offering. Your inability to redeem more than an aggregate of 20% of the shares
sold in this offering will reduce your influence over our ability to consummate our initial business combination and you could suffer
a material loss on your investment in us if you sell such excess shares in open market transactions. As a result, you will continue to
hold that number of shares exceeding 20% and, in order to dispose of such shares, you would be required to sell your shares in open market
transaction, potentially at a loss.

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

Upon
closing of this offering and the private placement, our initial shareholders will own 20% of our issued and outstanding ordinary shares
(assuming our initial shareholders do not purchase any units in this offering and assuming no exercise of the underwriters’ over-allotment
option and the forfeiture of 225,000 founder shares by our sponsor as a result thereof). 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. If our initial shareholders purchase any units in this offering or if they purchase
any additional ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither
our sponsor nor, to our knowledge, any of our officers or directors, has any current intention to purchase additional securities. Factors
that would be considered in making such additional purchases would include consideration of the current trading price of our ordinary
shares. In addition, our board of directors, is and will be divided into three classes, each of which will generally serve for a term
of three years with only one class of directors being appointed in each year. It is unlikely that there will be an annual general meeting
to appoint new directors prior to the consummation of our initial business combination, in which case all of the current directors will
continue in office until at least the consummation of the business combination. If there is an annual general meeting, as a consequence
of our “staggered” board of directors, only one-third of the board of directors will be considered for appointment and our
initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial
shareholders will continue to exert control at least until the consummation of our initial business combination.

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

We
may enter into a business combination agreement with a prospective target that requires as a closing condition that we have a minimum
net worth or a certain amount of cash. The ability of our public shareholders to exercise redemption rights could prevent us from having
such cash available to satisfy the closing condition. Accordingly, we may need to arrange third party financing to help fund our business
combination in case a larger percentage of shareholders exercise their redemption rights than we expect. If the acquisition involves
the issuance of our shares as consideration, we may be required to issue a higher percentage of our shares to the target or its shareholders
to make up for the failure to satisfy a minimum cash requirement. Raising additional funds to cover any shortfall may involve dilutive
equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive
business combination available to us.

The
ability of our public shareholders to exercise their redemption rights may not allow us to effectuate the most desirable business combination
or optimize our capital structure.

If
our initial business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know
how many public shareholders may exercise redemption rights, we may either need to reserve part of the trust account for possible payment
upon such redemption, or we may need to arrange third party financing to help fund our initial business combination. In the event that
the acquisition involves the issuance of our shares as consideration, we may be required to issue a higher percentage of our shares to
make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring
indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available
to us.

The
requirement that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of
the balance of the funds in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the
time of the execution of a definitive agreement for our initial business combination may limit the type and number of companies that
we may complete such a business combination with.

Pursuant
to the Nasdaq listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to at
least 80% of the balance of the funds in the trust account (less any deferred underwriting commissions and taxes payable on interest
earned) at the time of the execution of a definitive agreement for our initial business combination. This restriction may limit the type
and number of companies that we may complete an initial business combination with. If we are unable to locate a target business or businesses
that satisfy this fair market value test, we may be forced to liquidate and you will only be entitled to receive your pro rata portion
of the funds in the trust account.

We
may be unable to consummate an initial business combination if a target business requires that we have a certain amount of cash at closing,
in which case public shareholders may have to remain shareholders of our company and wait until our redemption of the public shares to
receive a pro rata share of the trust account or attempt to sell their shares in the open market.

A
potential target may make it a closing condition to our initial business combination that we have a certain amount of cash available
at the time of closing. If the number of our public shareholders electing to exercise their redemption rights has the effect of reducing
the amount of money available to us to consummate an initial business combination below such minimum amount required by the target business
and we are not able to locate an alternative source of funding, we will not be able to consummate such initial business combination and
we may not be able to locate another suitable target within the applicable time period, if at all. In that case, public shareholders
may have to remain shareholders of our company and wait the full 12 months (or up to 24 months from the closing of this 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
prospectus) in order to be able to receive a portion of the trust account, or attempt to sell their shares in the open market prior to
such time, in which case they may receive less than they would have in a liquidation of the trust account.

The
requirement that we maintain a minimum net worth or retain a certain amount of cash could increase the probability that our business
combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If,
pursuant to the terms of our proposed business combination, we are required to maintain a minimum net worth or retain a certain amount
of cash in trust in order to consummate the business combination and regardless of whether we proceed with redemptions under the tender
or proxy rules, the probability that our business combination would be unsuccessful is increased. If our business combination is unsuccessful,
you would not receive your pro rata portion of the trust account until we liquidate. 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 our trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in
connection with the exercise of your redemption rights until we liquidate or you are able to sell your shares in the open market.

We
intend to offer each public shareholder the option to vote in favor of the proposed business combination and still seek redemption of
such shareholders’ shares.

In
connection with any general meeting held to approve an initial business combination, we will offer each public shareholder (but not our
initial shareholders, officers or directors) the right to have his, her or its ordinary shares redeemed for cash (subject to the limitations
described elsewhere in this prospectus) regardless of whether such shareholder votes for or against such proposed business combination
or does not vote at all. We will consummate our initial business combination only if a majority of the issued and outstanding ordinary
shares voted are voted in favor of the business combination. This threshold and the ability to seek redemption while voting in favor
of a proposed business combination may make it more likely that we will consummate our initial business combination.

We
will require public shareholders who wish to redeem their ordinary shares in connection with a proposed business combination to comply
with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline
for exercising their rights.

We
will require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares
in “street name,” to either tender their certificates to our transfer agent or to deliver their shares to the transfer agent
electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option,
prior to the expiration date set forth in the tender offer documents mailed to such holders, or in the event we distribute proxy materials,
up to two business days prior to the vote on the proposal to approve the business combination. In order to obtain a physical share certificate,
a shareholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our
understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However,
because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain
a physical share certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, this may
not be the case. Under our amended and restated memorandum and articles of association, we are required to provide at least 10 days advance
notice of any general meeting, which would be the minimum amount of time a shareholder would have to determine whether to exercise redemption
rights. Accordingly, if it takes longer than we anticipate for shareholders to deliver their shares, shareholders who wish to redeem
may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares. In the event
that a shareholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem public
shares, its shares may not be redeemed.

Additionally,
despite our compliance with the proxy rules or tender offer rules, as applicable, shareholders may not become aware of the opportunity
to redeem their shares.

Redeeming
shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.

We
will require public shareholders who wish to redeem their ordinary shares in connection with any proposed business combination to comply
with the delivery requirements discussed above for redemption. If such proposed business combination is not consummated, we will promptly
return such certificates to the tendering public shareholders. Accordingly, investors who attempted to redeem their shares in such a
circumstance will be unable to sell their securities after the failed acquisition until we have returned their securities to them. The
market price for our ordinary shares may decline during this time and you may not be able to sell your securities when you wish to, even
while other shareholders that did not seek redemption may be able to sell their securities.

Because
of our structure, other companies may have a competitive advantage and we may not be able to consummate an attractive business combination.

We
expect to encounter intense competition from entities other than blank check companies having a business objective similar to ours, including
private equity groups, venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these
entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates.
Many of these competitors possess greater technical, human and other resources than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. Therefore, our ability to compete in acquiring certain sizable target
businesses may be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing
the acquisition of certain target businesses. Furthermore, seeking shareholder approval of our initial business combination may delay
the consummation of a transaction. Any of the foregoing may place us at a competitive disadvantage in successfully negotiating our initial
business combination.

If
we seek shareholder approval of our business combination, our sponsor, directors, officers and their affiliates may elect to purchase
shares from public shareholders which may reduce
the public “float” of our ordinary shares.

If
we seek shareholder approval of our business combination and we do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, our sponsor, directors, officers or their affiliates may purchase shares in privately negotiated
transactions or in the open market either prior to or following the consummation of our initial business combination, although they are
under no obligation to do so. 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. Please see “Proposed Business — Permitted purchases
of our securities” for a description of how such persons will determine which shareholders to seek to acquire shares from.

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. The price per share paid
in any such transactions may be different than the amount per share a public shareholder would receive if such public shareholder elected
to redeem its shares in connection with our initial business combination. The purpose of such purchases would be to satisfy a closing
condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of the
business combination, where it appears that such requirement would otherwise not be met. This may result in the consummation of an initial
business combination that may not otherwise have been possible. Further, 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.

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 obtain or maintain the quotation, listing or trading of our securities
on a national securities exchange.

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 (a) would purchase the public shares at a price no higher than the price
offered through our redemption process; (b) would represent in writing that such public shares will not be voted in favor of approving
the business combination; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.

To the extent any such purchases
by our initial shareholders or any of their respective affiliates are made in situations in which the tender offer rules’ restrictions
on purchases apply, we will disclose such sales, in a Current Report on Form 8-K prior to the security holder meeting to approve the
business combination transaction.

Purchases
of ordinary shares in the open market or in privately negotiated transactions by our sponsor, directors, officers or their affiliates
may make it difficult for us to maintain the listing of our ordinary shares on a national securities exchange following the consummation
of an initial business combination.

If
our sponsor, directors, officers or their affiliates purchase ordinary shares in the open market or in privately negotiated transactions,
the public “float” of our ordinary shares and the number of beneficial holders of our securities would both be reduced, possibly
making it difficult to maintain the listing or trading of our securities on a national securities exchange following consummation of
the business combination.

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

We
may pursue acquisition opportunities in any geographic region and in any business industry or sector. Except for the limitations that
a target business have a fair market value of at least 80% of the value of the trust account (less any deferred underwriting commissions
and taxes payable on interest earned) and that we are not permitted to effectuate our initial business combination with another blank
check company or similar company with nominal operations, we will have virtually unrestricted flexibility in identifying and selecting
a prospective acquisition candidate. Because we have not yet identified or approached any specific target business with respect to our
initial 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. Our efforts to identify a prospective target business
will not be limited to a particular industry or geographic region. As such, although we are not targeting target companies in China,
we may consider an initial business combination with a target business with its principal business operations in China (including
Hong Kong and Macau).

To
the extent we consummate 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 or a development stage
entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not
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. An investment in our units may not ultimately prove to be more favorable to investors than a direct
investment, if such opportunity were available, in an acquisition target.

We
are not required to obtain an opinion from an independent investment banking firm or another independent entity, and consequently, an
independent source may not confirm that the price we are paying for the business is fair to our company (or shareholders) from a financial
point of view.

Unless
we consummate our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to
our company (or shareholders) from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment
of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Our
board of directors will have significant discretion in choosing the standard used to establish the fair market value of the target acquisition.
Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial
business combination.

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

Our
units include 6,000,000 rights (6,900,000 rights if the underwriters exercise their over-allotment option) which convert
on a 5 to 1 basis upon the consummation of our initial business combination. As such, upon the consummation of our initial business combination
the rights will convert into 1,200,000 ordinary shares (or 1,380,000 ordinary shares if the underwriters exercise their
over-allotment option in this offering). In addition, our initial shareholders, officers and directors or their affiliates may, but are
not obligated to, make certain loans to us, up to $1,500,000 of which may be converted upon consummation of our initial business combination
into additional private units at a price of $10.00 per unit (which, for example, would result in the holders being issued private rights
entitling the holder to an aggregate of 30,000 ordinary shares upon the consummation of our initial business combination). To the extent
we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional ordinary
shares upon conversion of our rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will
increase the number of issued and outstanding ordinary shares and reduce the value of the ordinary shares issued to complete the business
transaction. Therefore, our rights may make it more difficult to effectuate a business combination or increase the cost of acquiring
the target business.

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

Our
amended and restated memorandum and articles of association will authorize the issuance of 500,000,000 ordinary shares. We may issue
a substantial number of additional ordinary shares to complete our initial business combination or under an employee incentive plan upon
or after consummation of our initial business combination. Although no such issuance of ordinary shares will affect the per share amount
available for redemption from the trust account, the issuance of additional ordinary shares:

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

Although
we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding
debt, we may choose to incur substantial debt to complete initial business combination. Furthermore, we may issue a substantial number
of additional ordinary shares to complete our initial business combination or under an employee incentive plan upon or after consummation
of our initial business combination. We and our officers and directors 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 any 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:

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

The
net proceeds from this offering and the sale of the private units will provide us with approximately $61,300,000 (or approximately
$70,390,000 if the underwriters’ over-allotment option is exercised in full) that we may use to complete our initial business
combination (which includes up to approximately $600,000 (or up to $690,000 if the over-allotment option is exercised in
full, for the payment of deferred underwriting commissions).

We
may effectuate our initial business combination with a single target business or multiple target businesses simultaneously. 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 consummating 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:

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 consummate business combinations with multiple prospective targets, which may hinder our ability to consummate
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 the 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.

Resources
could be wasted in researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to
locate and acquire or merge with another business.

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 consummate 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 only
receive $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full) or potentially less
than $10.10 per share on our redemption, and our rights will expire worthless.

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. If we are unable to complete our initial
business combination, our public shareholders may only receive $10.10 per share (whether or not the underwriters’ over-allotment
option is exercised in full) or potentially less than $10.10 per share on our redemption, and the rights will expire
worthless.

Although
we believe that the net proceeds of this offering and the sale of the private units, together with interest earned on the trust account,
will be sufficient to allow us to consummate our initial business combination, because we have not yet identified any prospective target
business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering and the sale
of the private units, together with available interest from the trust account, prove to be insufficient, either because of the size of
our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to repurchase
for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or
the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek
additional financing or to abandon the proposed business combination. Financing may not be available on acceptable terms, if at all.
To the extent that additional financing proves to be unavailable when needed to consummate our initial business combination, we would
be compelled to either restructure the transaction or abandon that particular initial business combination and seek an alternative target
business candidate. If we are unable to complete our initial business combination, our public shareholders may only receive $10.10
per share (whether or not the underwriters’ over-allotment option is exercised in full) or potentially less than $10.10
per share on our redemption, and the rights will expire worthless. In addition, even if we do not need additional financing
to consummate 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 is required to provide any financing to us in connection with or after our
initial business combination.

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
United States 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 must be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United
States of America, or GAAP, or International Financial Reporting Standard as issued by the International Accounting Standards Board,
or IFRS, and the historical financial statements must 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 consummate our initial business combination within our 12 month (or up to 24 month) time frame.

Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by the coronavirus (COVID-19) pandemic.

The
COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide,
and the business of any potential target business with which we consummate a business combination may have been materially and adversely
affected or may be so affected in the future. Furthermore, we may be unable to complete a business combination if continued concerns
relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel,
vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19
impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact,
among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, our ability
to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination,
may be materially adversely affected.

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

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 months, 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.

The
SEC has issued proposed rules relating to certain activities of special purpose acquisition companies (“SPACs”). Certain
of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals
may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which
we could complete an initial business combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the
funds in the Trust Account or liquidate our company at an earlier time than we might otherwise choose.

On
March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures in
business combination transactions between SPACS such as us and private operating companies; the condensed financial statement requirements
applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business
combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent
to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs
a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition,
business purpose and activities. The SPAC Rule Proposals have not yet been adopted, and may be adopted in the proposed form or in a different
form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, a potential business combination
target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed
in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing an initial business combination, and may constrain
the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rule Proposals
may cause us to liquidate the funds in the Trust Account or liquidate our company at an earlier time than we might otherwise choose.

We
face risks related to the ongoing Russian invasion of Ukraine and any other conflicts that may arise on a global or regional scale which
may adversely affect the business and results of operations of the post-combination entity.

On
February 24, 2022, the Russian Federation launched an invasion of Ukraine that has had an immediate impact on the global economy resulting
in higher energy prices and higher prices for certain raw materials and goods and services which in turn is contributing to higher inflation
in the United States and other countries across the globe with significant disruption to financial markets and supply and distribution
chains for certain raw materials and goods and services on an unprecedented scale. The impact of the sanctions has also included disruptions
to financial markets, an inability to complete financial or banking transactions, restrictions on travel and an inability to service
existing or new customers in a timely manner in the affected areas of Europe. The Russian invasion of Ukraine has continued to escalate
without any resolution of the invasion foreseeable in the near future with the short and long-term impact on financial and business conditions
in Europe remaining highly uncertain.

The
U.S. and the European Union responded to Russia’s invasion of Ukraine by imposing various economic sanctions on the Russian Federation
to which the Russian Federation has responded in kind. The United Kingdom, Japan, South Korea, Australia and other countries across the
globe have imposed their own sanctions on the Russian Federation. The United States, the European Union and such other countries acting
together or separately could impose wider sanctions or take further actions against the Russian Federation if the conflict continues
to escalate. Multinational corporations and other corporations and businesses with business and financial ties to the Russian Federation
have either reduced or eliminated their ties to the Russian Federation in a manner that often exceeds what is required pursuant to sanctions
by these countries.

Further,
the Russian Federation’s cyberattacks and other action may impact businesses across the United States, the European Union and other
nations across the globe including those without any direct business ties to the Russian Federation.

It
is uncertain if the post-combination entity’s business, operation, or financial conditions could be materially impacted in the
event of a downturn in the worldwide economy resulting from the Russian invasion of Ukraine and other conflicts with a global impact.

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:

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

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

We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held
in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust
agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these
instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and
selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”
within the meaning of the Investment Company Act.

This
offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust
account is intended as a holding place for funds pending the earliest to occur of either: (a) the completion of our initial business
combination; (b) 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 (i) to modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within
the period to consummate the initial business combination or (ii) with respect to any other provisions relating to the rights of holders
of our ordinary shares; or (c) absent our completing an initial business combination within the period to consummate the initial business
combination, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares.
If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed
to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for
which we have not allotted funds and may hinder our ability to complete a business combination. If we do not complete our initial business
combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for
distribution to public shareholders.

Risks
Associated with Acquiring and Operating a Business in Foreign Countries

If
we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may
face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect
such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

If
we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would
be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing
our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments,
regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. If we effect our initial business
combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an
international setting, including any of the following:

We
may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business
combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial
condition and results of operations.

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, our management may resign from their positions as officers or directors of the company and the management
of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar
with United States securities laws. If new management is unfamiliar with 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.

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 may 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. Economic growth could be 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, and 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.

We
may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may
govern some or all of our future material agreements and we may not be able to enforce our legal rights.

In
connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another
jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. 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.

We
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk of non-compliance.

We
are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection
of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable
law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased
general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance
activities.

Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time
as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations
and any subsequent changes, we may be subject to penalty and our business may be harmed.

Risks
Related to Acquiring or Operating Businesses in the PRC

We
do not currently operate in the PRC. However, our sponsor and certain members of our board of directors and management have significant
business ties to or are based in the PRC and Hong Kong. Our efforts to identify a prospective target business will not be limited to
a particular industry or geographic region. As such, although we are not targeting target companies in China, we may consider a business
combination with an entity or business with a physical presence or other significant ties to the PRC which may subject the post-business
combination business to the laws, regulations and policies of the PRC. As a result, we may be subject to risks related to the PRC as
discussed below.

We
may undertake our initial business combination with an entity or business which is based in a foreign country, including China, 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. However, we will not conduct an initial business combination
with a target company that has an auditor that PCAOB is unable to inspect for two consecutive years at the time of our business combination,
and will not engage an auditor following an initial business combination that PCAOB is unable to inspect for two consecutive years.

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. 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.

Trading
in our securities may be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditor.
In that case, Nasdaq would delist our securities. The delisting of our securities, or the threat of their being delisted, may materially
and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections may deprive our investors
with the benefits of such inspections.

The
HFCA Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states if the SEC determines that we have filed audit reports
issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years, the SEC
shall prohibit our shares or other securities from being traded on a national securities exchange or in the over-the-counter trading
market in the U.S.

Our
current auditor, MaloneBailey, LLP is an auditor of companies that are traded publicly in the United States and a firm registered with
the PCAOB, and 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. However, if it is later determined that the PCAOB is unable to inspect or investigate completely
our auditor because of a position taken by an authority in a foreign jurisdiction, Nasdaq would delist our securities, and the SEC shall
prohibit them from being traded on a national securities exchange or in the over-the-counter trading market in the U.S. For example,
if we effect our initial business combination with a business located in the PRC and if our new auditor is located in China, with operations
in and which performs audit operations of registrants in China, a jurisdiction where the PCAOB has been unable to conduct inspections
without the approval of the Chinese authorities, the work of our new auditor as it relates to those operations may not be inspected by
the PCAOB. Although we will not conduct an initial business combination with a target company that has an auditor that PCAOB is unable
to inspect for two consecutive years at the time of our business combination, and will not engage an auditor following an initial business
combination that PCAOB is unable to inspect for two consecutive years, which requirements will be included as a condition to closing
our initial business combination, if applicable laws, regulations or interpretations change that prevent any such auditor from being
inspected by the PCAOB in the future, we may suffer adverse consequences including the delisting of our securities. If our securities
are delisted and prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.
due to the PCAOB not being able to conduct inspections or full investigations of our auditor, it 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.

On
March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements
under the HFCA Act. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection”
year under a process to be subsequently established by the SEC. On June 22, 2021, the U.S. Senate passed the Accelerating Holding
Foreign Companies Accountable Act, which 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.

On
November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the HFCA 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.
On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements of the HFCA
Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered
public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because
of a position taken by an authority in a foreign jurisdiction.

On
December 16, 2021, the PCAOB issued a report in which it determined that it is unable to inspect or investigate completely registered
public accounting firms headquartered in China, because of positions taken by Chinese authorities in those jurisdictions. The PCAOB made
its determination pursuant to its Rule 6100, which provides the framework for how the PCAOB fulfills its responsibilities under the HFCA
Act. In addition, the PCAOB’s report also identified the specific registered public accounting firms which are subject to the PCAOB’s
determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in China. Our auditor,
MaloneBailey, LLP, is headquartered in Houston, Texas, and was not identified in the report as a firm subject to the PCAOB’s determination.

In
December 2021, the SEC adopted amendments to finalize its rules under the HFCA Act that set forth submission and disclosure requirements
for commission-identified issuers identified under the Act, specify the processes by which the SEC will identify and notify Commission-Identified
Issuers, and implement trading prohibitions after three consecutive years of identification. On December 2022, Congress passed the omnibus
spending bill and the President signed it into law. This spending bill included the enactment of provisions to accelerate the timeline
for implementation of trading prohibitions from three years to two years. Separately, on December 15, 2022 the PCAOB published its determination
that in 2022 the PCAOB was able to inspect and investigate completely registered public accounting firms headquartered in mainland China
and Hong Kong. This determination reset the now two-year clock for compliance with the trading prohibitions for identified issuers audited
by these firms. The amendment had originally been passed by the U.S. Senate in June 2021, as the
Accelerating Holding Foreign Companies Accountable Act.

The
SEC 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 (“PWG”) 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 has announced that the SEC staff is preparing a consolidated proposal for the rules regarding the implementation of the HFCA Act
and to address the recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will
become effective and what, if any, of the PWG recommendations will be adopted. 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 stock to lose confidence in the audit procedures of our auditor and reported financial information and the quality of our financial
statements.

U.S.
laws and regulations, including the HFCA Act, may restrict or eliminate our ability to complete a business combination with certain companies,
particularly those acquisition candidates with substantial operations in China.

The
PCAOB is currently unable to conduct inspections on accounting firms in the PRC without the approval of the Chinese government authorities.
Future developments in U.S. laws may restrict our ability or willingness to complete certain business combinations with companies that
are affected. For instance, the enacted HFCA Act would restrict our ability to consummate a business combination with a target company
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. While
we will not conduct a business combination with a target company that has an auditor that PCAOB is unable to inspect for two consecutive
years beginning at the time of our business combination, and will not engage an auditor following a business combination that PCAOB is
unable to inspect for two consecutive years, we may not be able to consummate a business combination with a favored target company due
to these laws.

In
the event that we complete a business combination with a company with substantial operations in China and any of the legislative actions
or regulatory changes discussed above were to proceed in ways that are detrimental to China-based issuers, it could cause us to fail
to be in compliance with U.S. securities laws and regulations, we could cease to be listed on a U.S. securities exchange, and U.S. trading
of our shares could be prohibited. Any of these actions, or uncertainties in the market about the possibility of such actions, could
adversely affect our prospects to successfully complete a business combination with a China-based company.

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.

Although
we have not identified any potential business combination target or any country in which we may source any target business, 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 PRC 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 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 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. However, we will not conduct a business combination with any target company that conducts operations through VIEs.

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
Chinese government may intervene in and influence the manner in which our post-combination entity must conduct its business activities
in ways that we cannot expect when we enter into a definitive agreement with a target company with major operation in China, which could
result in a material change in our operations of the combined company and/or the value of our securities, and could significantly limit
or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly
decline or become worthless. If the Chinese government establishes some new policies, regulations, rules, or laws affecting the industries
that our post-combination entity is in, it may materially and adversely affect our operations and the value of our ordinary shares.

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

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 would be 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. In addition, the legal and regulatory risks associated with doing business in China may make us a less attractive partner
in an initial business combination than other special purpose acquisition companies that do not have ties to China. As such, our ties
to China — including through our sponsor, officers and directors – may make it harder for us to complete an initial business
combination with a target company without any such ties.

We
will not conduct an initial business combination with any target company that conducts operations through VIEs, which may limit the pool
of acquisition candidates we may acquire in the PRC and make it more difficult and costly for us to consummate a business combination
with a target business operating in the PRC.

Our
sponsor and members of our board of directors and management have significant business ties to or are based in the PRC or Hong Kong and
we may consider a business combination with an entity or business with a physical presence or other significant ties to the PRC. Where
Chinese law prohibits direct foreign investment in companies located in the PRC, such companies may conduct operations through VIEs as
a means of providing the economic benefits of foreign investment in such companies without investing directly. However, we will not conduct
an initial business combination with any target company that conducts operations through VIEs. As a result, this may limit the pool of
acquisition candidates we may acquire in the PRC, in particular, due to the relevant PRC laws and regulations against foreign ownership
of and investment in certain assets and industries, known as restricted industries, including but not limited to value-added telecommunications
services such as internet content providers. Furthermore, this may limit the pool of acquisition candidates we may acquire in the PRC
relative to other special purpose acquisition companies that are not subject to such restrictions and may make it more difficult and
costly for us to consummate a business combination with a target business operating in the PRC relative to such other companies. As a
result, we may not be able to consummate a business combination with a favored target company.

M&A
Rules and other PRC regulations may make it more difficult for us to complete an acquisition of a target business.

The
Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory
agencies in 2006 and amended in 2009, and other regulations and rules concerning mergers and acquisitions established a comprehensive
set of regulations governing the approval process by which a Chinese company may participate in an acquisition of its assets or its equity
interests and by which a Chinese company may obtain public trading of its securities on a securities exchange outside the PRC. The M&A
Rules have largely centralized and expanded the approval process to the Ministry of Commerce, the State Administration of Industry and
Commerce (SAIC), the State Administration of Foreign Exchange (SAFE) or its branch offices, the State Asset Supervision and Administration
Commission (SASAC), and the China Securities Regulatory Commission (CSRC)

Depending
on the structure of the transaction, the M&A Rules may require the Chinese parties to make a series of applications and supplemental
applications to one or more of the aforementioned agencies, some of which must be made within strict time limits and depend on approvals
from one or the other of the aforementioned agencies. The application process has been supplemented to require the presentation of economic
data concerning a transaction, including appraisals of the business to be acquired and evaluations of the acquirer which will permit
the government to assess the economics of a transaction in addition to compliance with legal requirements. If obtained, approvals will
have expiration dates by which a transaction must be completed. Completed transactions must also be reported to MOFCOM the Ministry of
Commerce and some of the other agencies within a short period after closing or be subject to an unwinding of the transaction. Therefore,
acquisitions in China may not be able to be completed because the terms of the transaction may 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.

Moreover,
according to the Anti-Monopoly Law and other relevant PRC regulations, transactions which are deemed concentrations and involve parties
with specified turnover thresholds must be cleared by the State Administration for Market Regulation before they can be completed. On
July 1, 2015, the National Security Law of China took effect, which provides that China would establish rules and mechanisms to conduct
national security review of foreign investments in China that may impact national security. The Foreign Investment Law of China, or the
Foreign Investment Law, came into effect on January 1, 2020 and reiterates that China will establish a security review system for foreign
investments. On December 19, 2020, the National Development and Reform Commission, or the NDRC, and MOFCOM jointly issued the Measures
for the Security Review of Foreign Investments, or the FISR Measures, which were made according to the National Security Law and the
Foreign Investment Law and became effective on January 18, 2021. Under the FISR Measures, foreign investments in military-related industries
and certain other industries that affect or may affect national security are subject to the security review conducted through the NDRC
and MOFCOM. The FISR Measures further expand the scope of national security review on foreign investment compared to the existing rules,
while leaving substantial room for interpretation and speculation.

Pursuant
to the Foreign Investment Law, the PRC State Council shall promulgate or approve a list of special administrative measures for foreign
investments. The Special Administrative Measures (Negative List) for the Access of Foreign Investment (Edition 2020) that was promulgated
by the NDRC and MOFCOM and took effect in July 2020 is the currently effective negative list and may be amended from time to time. The
Foreign Investment Law provides that foreign investors shall not invest in the “prohibited” industries on the negative list,
and shall meet such requirements as stipulated under the negative list for making investment in the “restricted” industries.
Depending on the specific industry in which the target for our initial business combination operates, our initial business combination
may be subject to requirements of the negative list.

If
we pursue an initial business combination with a target based in China, or if the combined company after our initial business combination
pursues additional strategic acquisitions in China, complying with the requirements of the above-mentioned regulations and other relevant
rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from MOFCOM,
any other relevant PRC governmental authorities or their respective local counterparts may hinder our ability to complete such transaction
on a timely basis or at all. As a result, we may not be able to complete our initial business combination within the prescribed timeframe
described in this prospectus, and the combined company’s ability to expand its business or maintain its market share by strategic
acquisitions may be limited.

In
addition, the Circular of the General Office of the State Council on the Establishment of Security Review System for the Merger and Acquisition
of Domestic Enterprises by Foreign Investors that became effective in March 2011, and the Rules on Implementation of Security Review
System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by MOFCOM that became effective in September
2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers
and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security”
concerns are subject to strict review by MOFCOM. The rules prohibit any activities attempting to bypass a security review, including
by structuring the transaction through a proxy or contractual control arrangement. In the event we acquire a target in China, we may
be subject to such regulatory reviews, which may impact our ability to complete a business combination within the prescribed time period.

The
scope of the review we may be subject to includes, but is not limited to, whether the acquisition will impact national security or economic
and social stability, and research and development capabilities on key national security related technologies. Foreign investors must
submit a security review application to MOFCOM for its review of a contemplated acquisition. If the acquisition is considered within
the scope of the security review regulations, MOFCOM will transfer the application to a joint security review committee consisting of
members from various PRC government agencies, for further review.

Complying
with the requirements of the above-mentioned regulations and other relevant rules to complete acquisitions could be time consuming. Any
required approval processes may delay or inhibit our ability to complete such transactions, including but not limited to our ability
to complete an initial business combination within the prescribed timeframe described in this prospectus. We may also be prevented from
pursuing certain investment opportunities if the PRC government considers the potential investments a national security concern.

If
the approval of the China Securities Regulatory Commission is required in connection with this offering, we cannot predict whether we
will be able to obtain such approval.

The
M&A Rules, adopted by six PRC regulatory agencies requires an overseas special purpose vehicle formed for listing purposes through
acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities
Regulatory Commission (“CSRC”) prior to the listing and trading of such special purpose vehicle’s securities on an
overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures specifying documents and materials
required to be submitted to it by any such special purpose vehicle seeking CSRC’s approval of overseas listings. However, substantial
uncertainty remains regarding the scope and applicability of the M&A Rules and the CSRC approval requirement to offshore special
purpose vehicles.

In
addition, the Opinions jointly issued by the General Office of the Central Committee of the Communist Party of China and the General
Office of the State Council (the “Opinions”), which were made available to the public on July 6, 2021, call for strengthened
regulation over illegal securities activities and supervision of overseas listings by China-based companies and propose to take effective
measures, such as promoting the development of relevant regulatory systems to deal with the risks and incidents faced by China-based
overseas-listed companies. The Opinions also provide that the State Council will revise provisions regarding the overseas issuance and
listing of shares by companies limited by shares and will clarify the duties of domestic regulatory authorities. As of the date of this
prospectus, no official guidance and related implementation rules have been issued in relation to the recently issued Opinions and the
interpretation and implementation of the Opinions remain unclear at this stage.

On
February 17, 2023, the CSRC promulgated the Trial Measures, which took effect on March 31, 2023. The Trial Measures supersede the prior
M&A Rules and clarified and emphasized several aspects, 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 1 and 10 million RMB for failure to comply with the Trial Measures, including failure
to comply with filing obligations or committing fraud and misrepresentation.

Based
on our understanding of the current PRC laws and regulations, we believe that our company is not required to obtain any prior permission
from any PRC governmental authorities (including the CSRC) for consummating this offering, given that our company is a blank check company
newly incorporated in the Cayman Islands rather than in China and currently we do not own or control any equity interest in any PRC company
or operate any business in China. Likewise, while our sponsor is controlled by persons residing in the PRC, it is a Cayman company and
has no operations in the PRC.

As
of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering
from the CSRC or any other PRC governmental authorities. However, there remains some uncertainty and no assurance as to how our interpretations
to the M&A Rules, the Opinions and the Trial Measures will be interpreted or implemented by the relevant PRC governmental authorities,
including the CSRC, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or adopt new interpretation
of existing rules that would require us to obtain CSRC or other PRC governmental approvals for this offering or, 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 this offering, or for our business
combination with a target business based in and primarily operating in China, or approval obtained for the business combination is subsequently
rescinded, we may face adverse actions or sanctions by the CSRC or other PRC governmental authorities. For example, we may be required
to register with the CSRC following the Offering as a result of the Trial Measures. These governmental authorities may delay this offering
or a potential business combination, impose fines and penalties, limit our operations in China, or take other actions that could result
in our inability to consummate an initial business combination with a China-based business, or materially adversely affect our business,
financial condition, results of operations, reputation and prospects, as well as the trading price of our securities or the continued
listing on a U.S. exchange. Any changes in PRC law, regulations, or interpretations may severely affect our operations after this offering.
The use of the term “operate” and “operations” includes the process of searching for a target business and conducting
related activities. To that extent, we may not be able to conduct the process of searching of a potential target company in China.

If
we decide to consummate our business combination with a target business based in and primarily operating in China, the combined company’s
business operations in China through its subsidiaries, are subject to relevant requirements to obtain applicable licenses from PRC governmental
authorities under relevant PRC laws and regulations.

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

Our
sponsor, Aimei Investment Ltd., a Cayman Islands exempted company’s ultimate beneficial owner is a Huang Han a resident
of the PRC. Our Chief Financial Officer, is a resident and citizen of Hong Kong. One of our independent directors, Lin Bao, is a resident
of China. Further, all of our management and board of directors are not U.S. citizens. Therefore, we may be considered a “foreign
person” under the regulations administered by CFIUS and could continue to be considered as such in the future for so long as our
sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business combination
with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization
Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain
acquisitions of real estate even with no underlying U.S. business, this could delay us in consummating our business combination. FIRRMA,
and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings.
If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we
are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination
without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block
or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business
combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance,
which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe
would otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with which we could complete an
initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition
companies which do not have similar foreign ownership issues.

Moreover,
the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial
business combination. If we cannot complete our initial business combination because the review process drags on beyond 12 months from
the closing of this offering (or up to 24 months from the closing of this 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 prospectus) or because our initial business combination
is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders
may only receive $10.10 per share, and our rights will expire worthless. This will also cause you to lose the investment opportunity
in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

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

Some
of our directors and officers are citizens or reside in the PRC and Hong Kong. In addition, following completion of a business combination,
we may remain a company incorporated under the laws of the Cayman Islands, and some of the post-combined company’s officers and
directors may reside in China. As a result, it may be difficult for you to effect service of process upon us or those persons residing
in China. Even with service of process, it may also be difficult to enforce judgments obtained in U.S. courts based on the civil liability
provisions of the U.S. federal securities laws against these officers and directors in China.

In
addition, there is uncertainty as to whether the courts of 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.

Given
that some of our directors and officers
have significant ties to China and Hong Kong, the Chinese government may exercise oversight and
discretion over their conduct including their search for a target company, the Chinese government may intervene or influence our operations
at any time, which could result in a material change in our search for a target business and/or the value of the securities we are registering.

Since
some of our directors and officers have significant ties to China Hong Kong, the Chinese government may have potential oversight and
discretion over the conduct of our directors and officers including over our directors’ and officers’ search for a target
company. The Chinese government may intervene or influence our operations at any time through the directors and officers who have significant
ties in China, which could result in a material change in our search for a target business and/or the value of the securities we are
offering. Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may be adopted quickly with
little advance notice and could have a significant impact upon our ability to operate. The realization of any these risks could adversely
impact our initial business combination, future business and any future offering of securities.

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 our 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 impose new, stricter regulations or interpretations of existing regulations that would
require additional expenditures and efforts on our part to ensure our PRC subsidiary 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.

Cash-Flow
Structure of a Post-Acquisition Company Based in China.

The
PRC government also has significant authority to exert restrictions on foreign exchange and our ability to transfer cash between entities,
across borders, and to U.S. investors that may apply if we acquire a company that is based in China in an initial business combination.
If we consummate an initial business combination with a company based in China, we may rely on dividends and other distributions from
our future operating company in China to provide us with cash flow and to meet our other obligations. Such payments would be subject
to restrictions on dividends as current regulations in China would permit our PRC operating company to pay dividends to us only out of
its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition,
our operating company in China will be required to set aside at least 10% (up to an aggregate amount equal to half of its registered
capital) of its accumulated profits each year. Such cash reserve may not be distributed as cash dividends. Each such entity in China
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 the discretion of its board of directors. Although the statutory reserves can be used, among other
ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the
reserve funds are not distributable as cash dividends except in the event of liquidation. 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, we may be subject to restrictions on currency exchange as the PRC government may limit or eliminate our ability to utilize
cash generated in Renminbi, or RMB to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders,
including holders of our securities, and may limit our ability to obtain foreign currency through debt or equity financing. Should we
choose to acquire a company in China, exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of this
offering to acquire a target company in PRC and limit our ability to utilize our cash flow effectively following our initial business
combination. If we were to acquire a PRC company, the PRC regulation on loans to, and direct investment in, our PRC subsidiary by offshore
holding companies and governmental control in currency conversion may restrict our ability to make loans to or capital contributions
to our PRC subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

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

To
date, we have not pursued an initial business combination and there have not been any capital contributions or shareholder loans by us
to any PRC entities, we do not yet have any subsidiaries, and we have not received, declared or made any dividends or distributions.

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

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

As
such, Circular 19 and Circular 16 may significantly limit our ability to transfer the proceeds of this offering to a PRC target company
and the use of such proceeds by the PRC target company.

In
addition, following our initial business combination with a PRC target company, we will be subject to the PRC’s rules and regulations
on currency conversion. In the PRC, the SAFE regulates the conversion of the Renminbi into foreign currencies. Currently, foreign invested
enterprises (“FIE”) are required to apply to the SAFE for “Foreign Exchange Registration Certificates for FIEs.”
Following our initial business combination, we will likely be an FIE as a result of our ownership structure. With such registration certificates,
which need to be renewed annually, FIEs are allowed to open foreign currency accounts including a “basic account” and “capital
account.” Currency conversion within the scope of the “basic account,” such as remittance of foreign currencies for
payment of dividends, can be effected without requiring the approval of the SAFE. However, conversion of currency in the “capital
account,” including capital items such as direct investment, loans and securities, still require approval of the SAFE.

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

Nonetheless, the funds held
in our trust account are not held in China, they are held in U.S. dollars in the United States with Continental Stock Transfer &
Trust Company and therefore shareholder redemption rights would not be impacted.

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

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 Severe and Lawful Crackdown on Illegal Securities Activities and made them available to the public. These
Opinions emphasized the need to strengthen the administration over illegal securities activities and supervision of overseas listings
by China-based companies. These Opinions proposed to take measures, such as promoting the construction of relevant regulatory systems,
to deal with the risks and incidents facing China-based overseas-listed companies including greater cybersecurity and data privacy protection.

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. 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. On December 28, 2021, CAC published the Measures for Cybersecurity Review (“CRM”),
which further restates and expands the applicable scope of the cybersecurity review. The revised CRM became effective on February 15,
2022. Pursuant to the revised CRM, if a network platform operator holding personal information of over one million users seeks for foreign
listing, it must apply for the cybersecurity review, and operators of critical information infrastructure purchasing network products
and services are also obligated to apply for the cybersecurity review for such purchasing activities. In addition, the revised CRM empowers
the cybersecurity review office to initiate cybersecurity review when they believe any particular data processing activities affect or
may affect national security. Compliance or failure to comply with such laws could increase the costs of our products and services, could
limit their use or adoption, and could otherwise negatively affect our operating results and business.

As
these regulations were newly issued and the governmental authorities may further enact detailed rules or guidance with respect to the
interpretation and implementation of such regulations, it remains unclear whether we will be identified as a CIIO. Our business is subject
to complex and evolving Chinese and international laws and regulations, including those regarding data privacy and cybersecurity. Many
of these laws and regulations are subject to change and uncertain interpretation. Failure to comply with existing or future laws and
regulations related to cybersecurity, information security, privacy and data protection could lead to government enforcement actions,
which could include civil or criminal fines or penalties, investigation or sanction by regulatory authorities, private litigation, other
liabilities, and/or adverse publicity. Compliance or failure to comply with such laws could increase the costs of our products and services,
could limit their use or adoption, and could otherwise negatively affect our operating results and business.

There
remains uncertainty as to how the above-mentioned initiatives will be interpreted or implemented and whether the PRC regulatory agencies,
including the CAC, may adopt new laws, regulations, rules, or further detailed implementation and interpretation related thereto. As
we do not have any assets or operations at this time in PRC, we may become subject to such processes, procedures and reviews following
a business combination with a PRC entity. We will take all reasonable measures and actions to comply with any such laws, regulations
or rules that are or come into effect, 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. Furthermore, if any such new laws, regulations, rules, or implementation and interpretation require cybersecurity review
and clearance or other specific actions to be completed by a potential acquisition target based in the PRC, we may face delays and uncertainties
as to whether such clearance can be obtained within the timeframe described in this prospectus for our initial business combination,
and we may be prevented from pursuing certain investment opportunities as a result thereof. In anticipation of the strengthened implementation
of cybersecurity laws and regulations and the continued expansion of our business, we face potential risks if we provide or are deemed
to provide network products and services to CIIOs, or we are deemed as a CIIO under the PRC cybersecurity laws and regulations. In such
case, we would be required to follow the relevant cybersecurity review procedures and could be subject to cybersecurity review by the
CAC and other relevant PRC regulatory authorities. As of the date of this offering memorandum, we have not been involved in any investigations
on cybersecurity review made by the CAC on such basis, and we have not received any inquiry, notice, warning, or sanctions in such respect.

For
the further purposes of regulating data processing activities, safeguarding data security, promoting data development and utilization,
protecting the lawful rights and interests of individuals and organizations, and maintaining national sovereignty, security, and development
interests, the Standing Committee of the National People’s Congress of China, or the SCNPC, published the Data Security Law, which
took effect on September 1, 2021. The Data Security Law 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 may cause to national security, public interests,
or legitimate rights and interests of individuals or organizations if such data are tampered with, destroyed, leaked, illegally acquired
or illegally used. The appropriate level of protection measures is required to be taken for each respective category of data. Moreover,
the Data Security Law provides a national security review procedure for those data activities which affect or may affect national security
and imposes export restrictions on certain data and information. In addition, the Data Security Law also provides that any organization
or individual within the territory of the PRC shall not provide any foreign judicial body and law enforcement body with any data without
the approval of the competent PRC governmental authorities.

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

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, which became effective on February 15, 2022, amends the
Measures for Cybersecurity Review (Draft Revision for Comments) released on July 10, 2021. The New Measures require that certain operators
of data processing activities that affect or may affect national security or that handle 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 took 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.
The cybersecurity review might impact the timetable of our initial business combination and the certainty of our initial business combination,
if the target company we have identified is subject to the aforementioned cybersecurity related laws and regulations.

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. If the CSRC or another PRC regulatory body subsequently determines that its approval
is needed for this offering, we cannot predict whether we will be able to obtain such approval. As a result, both you and us face uncertainty
about future actions by the PRC government that could significantly affect our ability to offer or continue to offer securities to investors
and cause the value of our securities to significantly decline or be worthless.

On
July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly
issued a document (Opinions on Strictly Cracking Down Illegal Securities Activities) to crack down on illegal activities in the securities
market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental
authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based
companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. Since
this document is relatively new, uncertainties still exist in relation to how soon legislative or administrative regulation making bodies
will respond and what existing or new laws, regulations or detailed implementations and interpretations will be modified or promulgated,
if any, and the potential impact such modified or new laws and regulations will have on our future business combination with a PRC Target
Company. Therefore, CSRC and other Chinese government agencies may exert more oversight and control over offerings that are conducted
overseas and foreign investment in China-based issuers. If the CSRC or another PRC regulatory body subsequently determines that its approval
is needed for this offering, a business combination, the issuance of our ordinary shares upon exercise of the rights or maintaining our
status as a publicly listed company outside China, we may face approval delays, adverse actions or sanctions by the CSRC or other PRC
regulatory agencies. In any such event, these regulatory agencies may delay a potential business combination, impose fines and penalties,
limit our acquisitions and operations of a target business 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 units, ordinary shares
and rights. 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. The Opinions on Strictly Cracking Down Illegal Securities Activities call for strengthened regulation over illegal securities
activities and the supervision on overseas offerings and 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. As these Opinions are recently issued, official guidance and related implementation rules have not been issued yet and the
interpretation of these opinions remains unclear at this stage. We cannot assure you we will not be imposed additional requirements relating
to approval from the China Securities Regulatory Commission, or the CSRC, or other regulatory authorities or other procedures, including
the cybersecurity review under the enacted version of the revised Measures for Cybersecurity Review. Nor can we be certain whether we
can or how long it will take us to obtain such approval or complete such procedures and any such approval or completion could be rescinded.
See “Risk Factors – Risks Related to Doing Business in China – The approval of the CSRC or other PRC government authorities
may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long
we will be able to obtain such approval.” As of the date of this offering memorandum, we have not received any inquiry, notice,
warning, or sanctions regarding offshore offering from the CSRC or any other PRC government authorities.

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

Our
post-combination entity may conduct most of our operations and most of our revenue is generated in the PRC. Accordingly, economic, political,
and legal developments in the PRC will significantly affect our post-combination entity’s business, financial condition, results
of operations and prospects. Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects
on economic conditions in the PRC and the ability of businesses to operate profitably. Our post-combination entity’s ability to
operate profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations
or their interpretation.

Risks
Relating to the Post-Business Combination Company

We
may seek investment opportunities outside of our management’s area of expertise and our management may not be able to adequately
ascertain or assess all significant risks associated with the target company.

There
is no limitation on the industry or business sector we may consider when contemplating our initial business combination. We may therefore
be presented with a business combination candidate in an industry unfamiliar to our management team, but determine that such candidate
offers an attractive investment opportunity for our company. In the event we elect to pursue an investment outside of our management’s
expertise, our management’s experience may not be directly applicable to the target business or their evaluation of its operations.

We
may seek investment opportunities with a financially unstable business or in its early stages of development.

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. These risks include volatile revenues
or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate
the risks inherent in a particular target business, we may not be able to properly ascertain or assess all 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.

Although
we 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 specific 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 consummate 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 our initial 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 the rules
of Nasdaq, 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 only receive $10.10 per share (whether
or not the underwriters’ over-allotment option is exercised in full) or potentially less than $10.10 per share on our redemption,
and our rights will expire worthless.

Subsequent
to our consummation of our initial business combination, we may be required to subsequently 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 thorough due diligence on a target business with which we combine, this diligence may not 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.

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

Our
operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that
our success depends on the continued service of our officers and directors, at least until we have consummated 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. Additionally, we do not intend to have any full time employees prior to the consummation of our initial business combination.

The
role of such persons in the target business, however, cannot presently be ascertained. Although some of such persons 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, our assessment of these individuals may not 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.

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’ 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 consummation of our initial business combination. The loss of an acquisition
target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The
role of an acquisition candidate’s key personnel upon the consummation 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 some members of the management team of
an acquisition candidate will not wish to remain in place.

Our
management team and our shareholders 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 our initial business combination to acquire less than 100% of the equity interests or assets of a target business, but
we will only consummate such business combination if we will become the majority shareholder of the target (or control the target through
contractual arrangements in limited circumstances for regulatory compliance purposes) or are otherwise not required to register as an
investment company under the Investment Company Act. Even though we may own a majority interest in 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 shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target.
In this case, we 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 such transaction could own less than a majority of our issued and outstanding 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, shares or other equity securities than we initially acquired. Accordingly,
this may make it more likely that our management will not be able to maintain control of the target business.

An
investment in this offering may result in uncertain or adverse U.S. federal income tax consequences.

An
investment in this offering may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities
that directly address instruments similar to the units we are issuing in this offering, the allocation an investor makes with respect
to the purchase price of a unit between the ordinary share and the right included in each unit could be challenged by the IRS
or courts. Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. Holder’s
holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of ordinary shares
is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividend income”
for U.S. federal income tax purposes. See the section titled “Taxation — United States Federal Income Tax Considerations”
for a summary of certain U.S. federal income tax considerations generally applicable to an investment in our securities. Prospective
investors are urged to consult their tax advisors with respect to these and other tax considerations applicable to their specific circumstances
when purchasing, owning or disposing of our securities.

Investors
may suffer adverse tax consequences in connection with acquiring, owning and disposing of our ordinary shares and/or our rights.

The
tax consequences in connection with acquiring, owning and disposing of our ordinary shares and/or our rights may differ from the
tax consequences in connection with acquiring, owning and disposing of securities in other entities and may differ depending on an investor’s
particular circumstances including, without limitation, where investors are tax resident. Such tax consequences could be materially adverse
to investors. Prospective investors are urged to consult their own tax advisors with respect to these and other tax consequences when
purchasing, holding or disposing of our securities.

We
may qualify as 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 determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as
defined in the section of this prospectus captioned “Taxation — United States Federal Income Tax Considerations”)
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 actual PFIC status for our current taxable year may depend on whether we qualify for the PFIC
start-up exception (see the section of this prospectus captioned “Taxation — United States Income Tax Considerations —
U.S. Holders — Passive Foreign Investment Company Rules”). Depending on 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 future taxable year.
Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. 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, and such election
would likely be unavailable with respect to our rights.

We
urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation
of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Taxation —
United States Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules.”

Our
initial business combination and our structure thereafter may not be tax-efficient to our shareholders. As a result
of our business combination, our tax obligations may be more complex, burdensome and uncertain.

Although
we will attempt to structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex,
the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations.
For example, in connection with our initial business combination and subject to any requisite shareholder approval, we may structure
our business combination in a manner that requires shareholders to recognize gain or income for tax purposes,
effect a business combination with a target company in another jurisdiction, or reincorporate in a different jurisdiction (including,
but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions
to shareholders to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or
by selling all or a portion of the shares received. In addition, shareholders may also be subject to
additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.

In
addition, we may effect a business combination with a target company that has business operations in multiple jurisdictions. If we effect
such a business combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions
with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings
in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing
authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.

We
may re-domicile or continue out of the Cayman Islands into another jurisdiction in connection with our initial business combination,
and the laws of such jurisdiction will likely govern all of our material agreements and we may not be able to enforce our legal rights.

In
connection with our initial business combination, we may relocate the home jurisdiction of our business or re-domicile or continue out
of the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction would likely govern all of our
material agreements. 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. Any such reincorporation and the international nature of our business
will likely subject us to foreign regulation.

Investors
may have difficulty enforcing judgments against our management or our target business.

After
the consummation of a business combination, it is possible that substantially all or a significant portion of our assets may be located
outside of the United States and some of our officers and directors may 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.

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, 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:

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 on our company or our directors or officers, or enforce judgments obtained in the United States courts
against our company or our directors or officers.

Our
corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act 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 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. 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 Ogier (Cayman) LLP, 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 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; and (ii) in original
actions brought in the Cayman Islands, to impose liabilities 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, so far as the liabilities imposed by those
provisions are penal in nature. Although there is currently 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, and or be of a kind the enforcement of which is, contrary to
natural justice or the public policy of the Cayman Islands. Furthermore it is uncertain that Cayman Islands courts would enforce: (1)
judgments of U.S. courts obtained in actions against us or other persons that are predicated upon the civil liability provisions of the
U.S. federal securities laws; or (2) original actions brought against us or other persons predicated upon the Securities Act. Ogier (Cayman)
LLP has informed us that there is uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from the
U.S. courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal,
punitive in nature. 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.

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

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

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

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

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

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

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

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

The
economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect
our business. 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 and 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
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 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.
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.

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
is 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.

Mail
addressed to us may not reach us in a timely manner.

Mail
addressed to us and received at our registered office will be forwarded unopened to the forwarding address supplied by us to be dealt
with. Neither we nor our directors, officers, advisors or service providers (including the organization which provides registered office
services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.

We
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk of non-compliance.

We
are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which
are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving
regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely
to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue
generating activities to compliance activities.

Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time
as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations
and any subsequent changes, we may be subject to penalty and our business may be harmed.

Risks
Relating to our Management, Directors, and Initial Shareholders

Past
performance by our management team may not be indicative of future performance of an investment in the Company.

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 is not a guarantee either (i) that we will be able to identify a suitable candidate for
our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on
the historical record of our management team’s performance as indicative of our future performance of an investment in the company
or the returns the company will, or is likely to, generate going forward.

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 consummation 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 consummation 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 the Companies Act. However, we believe the ability of such individuals to remain with us after the consummation 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 consummation of our initial
business combination. Our key personnel may not 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.

Management’s
flexibility in identifying and selecting a prospective acquisition candidate, along with our management’s financial interest in
consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the best interest
of our shareholders.

Subject
to the requirement that our initial business combination must be with one or more target businesses or assets having an aggregate fair
market value of at least 80% of the value of the trust account (less any deferred underwriting commissions and taxes payable on interest
earned) at the time of the agreement to enter into such initial business combination, we will have virtually unrestricted flexibility
in identifying and selecting a prospective acquisition candidate. Investors will be relying on management’s ability to identify
business combinations, evaluate their merits, conduct or monitor diligence and conduct negotiations. Management’s flexibility in
identifying and selecting a prospective acquisition candidate, along with management’s financial interest in consummating our initial
business combination, may lead management to enter into an acquisition agreement that is not in the best interest of our shareholders.

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

Following
the completion of this offering and until we consummate our business combination, we intend to engage in the business of identifying
and combining with one or more businesses. Our officers and directors are, or may in the future become, affiliated with entities that
are engaged in a similar business.

Our
officers 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 duties or contractual obligations. 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 or that a potential target
business would not be presented to another entity prior to its presentation to us.

The
shares beneficially owned by our officers and directors may not participate in liquidation distributions and, therefore, our officers
and directors may have a conflict of interest in determining whether a particular target business is appropriate for our initial business
combination.

Our
officers and directors have waived their right to redeem their founder shares or any other ordinary shares acquired in this offering
or thereafter, or to receive distributions with respect to their founder shares upon our liquidation if we are unable to consummate our
initial business combination, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only
from funds held outside the trust account). Accordingly, these securities will be worthless if we do not consummate our initial business
combination. Any rights they hold, like those held by the public, will also be worthless if we do not consummate an initial
business combination. The personal and financial interests of our directors and officers may influence their motivation in timely identifying
and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion
in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions
and timing of a particular business combination are appropriate and in our shareholders’ best interest.

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

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 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 directors also serve as officers and board members for other
entities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to consummate our initial
business combination with any entities with which they are affiliated, and there have been no discussions concerning a business combination
with any such entity or entities. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent
firm that commonly renders valuation opinions regarding the fairness to our company (or shareholders) from a financial point of view
of a target business 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. Our directors have a fiduciary duty to act in the best interests of our company, whether or not a conflict of
interest may exist.

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

Our
sponsor agreed to purchase an aggregate of 1,725,000 founder shares for an aggregate purchase price of $25,028.75, or approximately
$0.015 per share, 152,000 of which were transferred to directors of the company on May 25, 2023. The founder
shares will be worthless if we do not consummate an initial business combination. In addition, our initial shareholders have committed
to purchase an aggregate of 305,000 private units (or up to 332,000 private units if the underwriters’ over-allotment
option is exercised in full) for an aggregate purchase price of $3,050,000 (or up to $3,320,000 if the underwriters’
over-allotment option is exercised in full) that will also be worthless if we do not consummate our initial business combination.

Risks
Relating to our Securities

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, potentially at a loss.

Our
public shareholders shall be entitled to receive funds from the trust account only (i) in the event of a redemption to public shareholders
prior to any winding up in the event we do not consummate our initial business combination or our liquidation (ii) if they redeem their
shares in connection with an initial business combination that we consummate or (iii) if they redeem their shares in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of
our obligation to allow redemption rights or to redeem 100% of our public shares if we do not complete our initial business combination
within 12 months from the closing of this offering (or up to 24 months from the closing of this 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 prospectus) or (B) with
respect to any other provision relating to shareholders’ rights or pre-business combination activity. In no other circumstances
will a shareholder have any right or interest of any kind to the funds in the trust account. Accordingly, to liquidate your investment,
you may be forced to sell your securities, potentially at a loss.

If
third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received by shareholders
may be less than $10.10.

Our
placing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all vendors and
service providers we engage and prospective target businesses we negotiate with 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, they may not
execute such agreements. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,
our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party
that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial
to us than any alternative. Making such a request of potential target businesses may make our acquisition proposal less attractive to
them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses
that we might pursue. Our independent registered public accounting firm will not execute agreements with us waiving such claims to the
monies held in the trust account, nor will the underwriters of this offering.

Even
if such entities execute such agreements with us, they may seek recourse against the monies held in the trust account. A court may not
uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority
over those of our public shareholders. If we liquidate the trust account before the completion of a business combination, our sponsor
has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses
or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us and which
have not executed a waiver agreement. However, our sponsor may not be able to meet such obligation. Therefore, the per-share distribution
from the trust account in such a situation may be less than $10.10 due to such claims.

Additionally,
if we are forced to file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us
which is not dismissed, or if we otherwise enter compulsory or court supervised liquidation, the proceeds held in the trust account could
be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the
claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete
the trust account, we may not be able to return to our public shareholders at least $10.10 per share.

Our
directors may decide not to enforce indemnification obligations against 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 $10.10 per share (whether or not the underwriters’ over-allotment
option is exercised in full) 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 on our behalf 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
to enforce such indemnification obligations, 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
on our behalf, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.10
per share.

The
securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value
of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.10
per share.

The
proceeds held in the trust account will be invested only in U.S. government treasury obligations 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. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they
have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in
recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt
similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments
to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share
of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable. Negative interest rates could reduce
the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.10
per share.

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

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

Our
sponsor has paid an aggregate of $25,028.75, or approximately $0.015 per founder share (assuming over-allotment
option will be exercised) and, accordingly, you will experience immediate and substantial dilution from the purchase of our ordinary
shares.

The
difference between the public offering price per share (allocating all of the unit purchase price to the ordinary shares and none to
the rights included in the unit) and the pro forma net tangible book value per ordinary share after this offering constitutes the dilution
to you and the other investors in this offering. Our initial shareholders acquired the founder shares at a nominal price, significantly
contributing to this dilution. Upon closing of this offering, you and the other public shareholders will incur an immediate and substantial
dilution of approximately 99.52% or $8.29 per share (the difference between the pro forma net tangible book value per share
of $0.04 and the initial offering price of $8.33 per ordinary share).

We
may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market
price of our shares at that time.

In
connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE
transactions) at a price of $10.00 per share or which approximates the per-share amounts in our trust account at such time, which is
generally approximately $10.00. The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business
combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price
for our shares at such time.

The
determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size
of an offering of an operating company in a particular industry.

Prior
to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the
rights were negotiated between us and the underwriters. In determining the size of this offering, management held customary organizational
meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets,
generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the
size of this offering, prices and terms of the units, including the ordinary shares and rights underlying the units, include:

Although
these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating
company in a particular industry since we have no historical operations or financial results.

There
is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity
and price of our securities.

Although
we will apply to list our securities on Nasdaq, as of the date of this prospectus there is currently no market for our securities.
Prospective shareholders therefore have no access to information about prior market history on which to base their investment decision.
Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general
market or economic conditions. Once listed on Nasdaq, an active trading market for our securities may never develop or, if developed,
it may not be sustained. Additionally, if our securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin
Board, an inter-dealer automated quotation system for equity securities not listed on a national exchange, the liquidity and price of
our securities may be more limited than if we were listed on Nasdaq or another national exchange. You may be unable to sell your securities
unless a market can be established and sustained.

Once
initially listed on Nasdaq, our securities may not continue to be listed on Nasdaq in the future, which could limit investors’
ability to make transactions in our securities and subject us to additional trading restrictions.

We
anticipate that our securities will be initially listed on Nasdaq upon consummation of this offering. However, we cannot assure you of
this or that our securities will continue to be listed on Nasdaq in the future. Additionally, in connection with our business combination,
Nasdaq will require us to file a new initial listing application and meet its initial listing requirements as opposed to its more lenient
continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time.

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

The
grant of registration rights to our initial shareholders (including the holders of the Representative Shares) 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 to be entered into on the date of this prospectus, our initial shareholders and their permitted transferees and holders
of the Representative Shares can demand that we register for resale an aggregate of 1,500,000 (or 1,725,000 if the over-allotment
is exercised in full) founder shares, 305,000 private units (or up to 332,000 private units if the underwriters’
over-allotment option is exercised in full), the underlying private shares, rights, the Representative Shares and up to 150,000 units
issuable upon conversion of working capital loans and the underlying shares. 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 securities owned by our initial shareholders or their respective permitted transferees are registered.

Holders
of rights will not participate in liquidating distributions if we are unable to complete an initial business combination
within the required time period.

If
we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust
account, the rights will expire and holders will not receive any of such proceeds with respect to the rights. In this case, holders of
rights are treated in the same manner as holders of rights of blank check companies whose units are comprised of shares and rights,
as the rights in those companies do not participate in liquidating distributions. Nevertheless, the foregoing may provide a financial
incentive to public shareholders to vote in favor of any proposed initial business combination as their rights would entitle the holder
to receive one-fifth of one ordinary share, resulting in an increase in their overall economic stake in our company. If a business
combination is not approved, the rights will expire and will be worthless.

We
may amend the terms of the rights in a way that may be adverse to holders with the approval by the holders of a majority of
the then 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. The rights agreement requires the approval by the holders of a majority of the then outstanding rights
in order to make any change that adversely affects the interests of the registered holders of the rights.

The
provisions of our amended and restated memorandum and articles of association relating to the rights and obligations attaching to our
ordinary shares may be amended prior to the consummation of our initial business combination with the approval of a special resolution
approved by at least two thirds of our shareholders represented in person or by proxy and, being entitled to vote thereon and who vote
at a general meeting of the company for which notice specifying the intention to propose the resolution as a special resolution has been
given; or by a unanimous written resolution of all of the company’s shareholders. It may be easier for us, therefore, to amend
our amended and restated memorandum and articles of association to facilitate the consummation of an initial business combination that
a significant number of our shareholders may not support.

Many
blank check companies have a provision in their charter, which prohibits the amendment of certain of its provisions, including those,
which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s
shareholders. Typically, 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, prior to the consummation of our initial business combination,
its provisions related to pre-business combination activity and the rights and obligations attaching to the ordinary shares, may be amended
if approved by a special resolution approved by at least two thirds of our shareholders represented in person or by proxy and, being
entitled to vote thereon and who vote at a general meeting of the company for which notice specifying the intention to propose the resolution
as a special resolution has been given; or by a unanimous written resolution of all of the company’s shareholders. Prior to 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 public shareholders with the opportunity to redeem
their public shares in connection with any such vote on any proposed amendments to our amended and restated memorandum and articles of
association. Following the consummation of our initial business combination, the rights and obligations attaching to our ordinary shares
and other provisions of our amended and restated memorandum and articles of association may be amended if approved by a special resolution
approved by at least two thirds of our shareholders represented in person or by proxy and, being entitled to vote thereon and who vote
at a general meeting of the company for which notice specifying the intention to propose the resolution as a special resolution has been
given; or by a unanimous written resolution of all of the company’s shareholders. Our initial shareholders, which will beneficially
own approximately 20% of our ordinary shares upon the closing of this offering (assuming our initial shareholders do not purchase any
units in this offering, no exercise of the underwriters’ over-allotment option and the forfeiture of 225,000 founder shares
by our sponsor as a result thereof), will participate in any vote to amend our amended and restated memorandum and articles of association
and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and
restated memorandum and articles of association which govern our pre-business combination and the rights and obligations attaching to
the ordinary shares behavior more easily that many blank check companies, and this may increase our ability to consummate our initial
business combination with which you do not agree. However, we and our directors and officers have agreed not to propose any amendment
to our amended and restated memorandum and articles of association that would affect the substance and timing of our obligation to redeem
the public shares of any public shareholder without the consent of that holder.

If
we do not hold an annual general meeting until after the consummation of our initial business combination, shareholders will not be afforded
an opportunity to appoint directors and to discuss company affairs with management until such time.

We
may not call an annual general meeting until after we consummate our initial business combination. There is no requirement under the
Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Accordingly, shareholders would not have
the right to attend such a meeting or appoint directors, unless the holders of not less than 10% in par value capital of our company
request such a meeting. As a result, it is unlikely that there will be an annual general meeting to appoint new directors prior to the
consummation of a business combination, in which case all of the current directors will continue in office until at least the consummation
of the business combination. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint
directors and to discuss company affairs with management.

Unlike
other blank check companies, we may extend the time to complete a business combination by up to 12 months without a shareholder
vote or your ability to redeem your shares.

We
will have until 12 months from the closing of this offering to consummate an initial business combination. However, unlike other similarly
structured blank check companies, if we anticipate that we may not be able to consummate our initial business combination within 12 months,
we may extend the period of time to consummate a business combination up to 12 times, each by an additional one month (for a total of
up to 24 months to complete a business combination). Pursuant to the terms of our amended and restated memorandum and articles of association
and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus,
in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees,
upon five days advance notice prior to the applicable deadline, must deposit into the trust account $198,000 or up to $227,700
if the underwriter’s over-allotment option is exercised in full ($0.033 per share in either case) on or prior to the date of
the applicable deadline, for each one month extension (or up to an aggregate of $2,376,000 (or $2,732,400 if the underwriter’s
over-allotment option is exercised in full), or approximately $0.40 per share if we extend for the full 12 months). You will not be able
to vote on or redeem your shares in connection with any such extension.

Our
rights agreement 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 provides that, subject to applicable
law, (i) any action, proceeding or claim against us arising out of or relating in any way to the rights agreement , including under the
Securities Act, will 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 irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any
such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.

Notwithstanding
the foregoing, these provisions of the rights agreement will not apply to suits brought to enforce any liability or duty created by the
Exchange Act, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Any person or entity purchasing or otherwise acquiring any interest in any of our rights shall be deemed to have notice of and to have
consented to the forum provisions in our rights agreement. If any action, the subject matter of which is within the scope the forum provisions
of the rights agreement is filed in a court other than a court of the State of New York or the United States District Court for the Southern
District of New York (for purposes of this subsection, a “foreign action”) in the name of any holder of our rights such holder
shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York
or the United States District Court for the Southern District of New York in connection with any action brought in any such court to
enforce the forum provisions (for purposes of this subsection, an “enforcement action”), and (y) having service of process
made upon such rights holder in any such enforcement action by service upon such rights holder’s counsel in the foreign action
as agent for such rights holder.

These
choice-of-forum provisions may limit the ability of rights holders to bring a claim in a judicial forum that such holders find 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
note, however, that there is uncertainty as to whether a court would enforce these provisions and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction
for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder.

General
Risk Factors

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

We
are a blank check company with no operating results, and we will not commence operations until obtaining funding through this offering.
Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing
our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective
target business concerning our initial 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.

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

Since
the net proceeds of this offering are intended to be used to complete our 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. Accordingly,
investors will not be afforded the benefits or protections of rules promulgated by the SEC to protect investors in blank check companies,
such as Rule 419. Among other things, this means our units will be immediately tradable. Moreover, offerings subject to Rule 419 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 consummation of an initial business combination. For a more detailed comparison of our offering
to offerings that comply with Rule 419, please see “Proposed Business — Comparison of This Offering to Those of Blank Check
Companies Subject to Rule 419.”

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.

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 consummate our initial 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 also may 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.

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 a business combination.

Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report
on Form 10-K for the year ending December 31, 2024. Only in the event we are deemed to be a large accelerated filer or an accelerated
filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control
over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent
registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank
check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public
companies because a target company with which we seek to complete our business combination may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to
achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

We
are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth
companies will make our securities less attractive to investors.

We
are an “emerging growth” 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. 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.