Form S-1/A TMT Acquisition Corp.

This
summary only highlights the more detailed information appearing elsewhere in this prospectus. 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, references to:

All
references in this prospectus to shares of TMT Acquisition Corp being forfeited shall take effect as surrenders for no consideration
of such shares as a matter of Cayman Islands law.

General

We
are a Cayman Islands company incorporated on July 6, 2021 as an exempted company with limited liability. We chose to incorporate in the
Cayman Islands due to (i) its tax-neutrality, which allows international transactions to be structured efficiently without an additional
layer of tax and (ii) simplicity of establishment and flexibility of administration, including easy migration to another jurisdiction,
the existence of statutory procedures for merger or consolidation, and no takeover code or bespoke public company filing requirements.

We were formed 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.” 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
efforts to identify a prospective target business will not be limited to a particular industry or geographic location but will
initially focus in Asia. However, we will not consummate our initial business combination with an entity or business with China
operations consolidated through a VIE structure. As a result, this may limit
the pool of acquisition candidates we may acquire in China, 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, which include but are not
limited to, for example, value added telecommunications services (except for e-commerce, domestic multiparty communications,
store-and-forward services, and call centers). Further, due to (i) the risks associated with acquiring and operating a business
in the PRC and/or Hong Kong and (ii) the fact that a majority of our executive officers and directors are located in or have
significant ties to China, it may make us a less attractive partner to certain potential target businesses, including non-China- or
non-Hong Kong-based target companies, which may make it more difficult for us to consummate a business combination in the PRC
or Hong Kong.

We
may retain all of our available funds and any future earnings following a business combination to fund the development and growth of
our business. As a result, we may not expect to pay any cash dividends in the foreseeable future.

We
believe our management team is well positioned to identify attractive risk-adjusted returns in the marketplace and that our professional
contacts and transaction sources, ranging from industry executives, private owners, private equity funds, family offices, commercial
and investment bankers, lawyers and other financial sector service providers and participants, in addition to the geographical reach
of our affiliates, will enable us to pursue a broad range of opportunities. Our management believes that its collective ability to identify
and implement value creation initiatives has been an essential driver of past performance and will remain central to its differentiated
acquisition strategy.

COMPETITIVE
ADVANTAGES

We
seek to create compelling shareholder value through the extensive experience and demonstrated success of our management team (in
particular, our Chief Executive Officer and Chairman) in investing in, operating and transforming businesses, with a particular combination of
competitive advantages such as:

Our
management team is led by our Chief Executive Officer and Chairman of our Board of Directors, Dr. Dajiang Guo, our Chief
Financial Officer, Dr. Jichuan Yang, and our Independent Director nominees, Messrs. James Burns, Chris Constable, and Kenan Gong.
A majority of our management team are United States citizens.

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

Dr.
Jichuan Yang, Ph.D., our Chief Financial Officer, serves as the Chairman Special Advisor at Sanya International Asset Exchange since
2021, as an Advisory Board Member at Qinghua PBCSF China Finance Policy Study since 2020, as an independent director at Shanghai GuoSheng
Industrial Transformation Investment Fund since 2019, and as a board member at Cyan Bank Investments since 2017. From 2015 to 2020, Dr.
Yang served as the CEO of HFAX, a division of Sunshine Insurance Group and, from 2013 to 2015, the Deputy General Manager and Chief Product
Officer of LUFAX Holding Ltd (NYSE: LU) in the fintech and inclusive finance industry. From 2010 to 2013, Dr. Yang was the Head of Strategic
Planning at Citic Securities. From 2005 to 2008, Dr. Yang was Co-Founder and Co-Managing Member of the Hong Kong office of Wachovia
Securities. Dr. Yang received his Ph.D. in Applied Mathematics from Brown University and his B.S. in Applied Mathematics from Tsinghua
University. Dr. Yang is a United States citizen and currently resides in China for business purposes.

Mr.
James Burns, our director nominee, has had a distinguished career in the energy sector, and brings a wealth of management, business
development and financial knowledge to the Company. From 2017 through 2018, Mr. Burns was President of Petrolia Energy Corporation
(OTCQB: BBLS), an international oil and gas company, where he structured the organization for growth and compliance to acquire and
integrate new acquisitions. From 2014 to 2016, he served as President of Transfuels (dba BLU LNG), ENN’s N.A. investment
arm, where he oversaw the improvement of the company’s net income. In 2014, Mr. Burns served as President of Fortress Energy
Partners, a division of Fortress Investment Group (NYSE: FIG), where he was responsible for creating and overseeing FIG’s
first entrance into the energy sector, an LNG plant in Clearwater, Florida, and laying the groundwork for both domestic and
international projects. From 2009 to 2014, he was General Manager of Clean Energy & Innovation/LNG for Transport for Shell
Americas, the Americas division of Royal Dutch Shell (NYSE: RDS) At Shell, he created and oversaw the company’s small-scale
LNG business. From 2006 to 2009, Mr. Burns served as Business Development Manager for Shell Gas & Power, a global division of
Royal Dutch Shell focused on natural gas and liquified natural gas. In that position, he led Shell’s Coal/Biomass to Liquids
efforts in the Americas. From 2002 to 2006, he served as Global LNG Finance Advisor for Shell Gas & Power, where he provided
financial and commercial advice on global LNG commercial agreements, including shipping deals. From 1999 to 2002, Mr. Burns served
as Business Development Manager and Portfolio Manager at Shell Pipeline, where he led numerous acquisition and divestment projects
including joint venture buyouts, company acquisitions, and asset sales and purchases. From 1998 to 1999, he served as Business
Development Advisor and Finance Manager at Equilon (a Texaco & Shell Joint Venture combining the two entities U.S. downstream
assets). In that position, he performed business development duties such as contract negotiations and project management, and
coordinated and supervised all accounting, finance and administrative personnel in the region. From 1996 to 1998, Mr. Burns served
as Revenue Manager for Texaco Exploration and Production, N.A., a division of Texaco. From 1990 to 1996, he served as a Crude Oil
Trading Accountant at ARCO Long Beach, Inc., a division of Atlantic Richfield.

Mr.
Burns is currently Chairman of the board of Petrolia Energy Corporation (OTCQB: BBLS), an independent member of the board of directors
of Playmaker IQ, a technology company focused on e-learning and workforce productivity, and a member of the Energy Council of the Houston
Angel Investors. He has previously served as a director of Transfuels, the North American investment arm of ENN Energy Holdings Limited
(SEHK:2688). Mr. Burns holds an Executive MBA from the University of Houston and a B.S. in Business Administration from California State
University. Mr. Burns was nominated to serve as a director due to his management, business development, and financial management expertise.
Mr. Burns is a United States citizen and resident.

Mr.
Chris Constable, our director nominee, is an experienced financial executive, with extensive experience in accounting and financial
management. Since 2020, Mr. Constable has served as the Chief Executive Officer and a board member of Brownie’s Marine Group,
Inc. (OTC: BWMG), a manufacturer of surface supplied air diving equipment. At Brownie’s, he is responsible for all areas
of the company, including operations, sales, and finance. He also currently sits on the board of directors and is the chairman of the
audit committee of Bon Natural Life, Ltd. (Nasdaq: BON), a manufacturer of natural additives for foods and fragrances, since 2021. From
2003 to 2020, Mr. Constable served as the CFO of Blue Star Foods Corp. (OTC: BSFC), an international seafood company that imports, packages
and sells refrigerated pasteurized crab meat and other premium seafood products. From 1999 to 2003, Mr. Constable was a Consultant to
Gateway Capital Corporation, where he provided new business and workout services to large lending institutions in the U.S. At Gateway
Capital, he analyzed the financial and reporting capabilities of prospective lending customers for lines of credit, consulted with small
to medium sized businesses to prepare them for sourcing working capital from major banks, and restructured and implemented the accounting
and finance functions for businesses with revenues from $15 million to $200 million in industries from manufacturing to telecommunications.
Mr. Constable holds a B.S. in Finance with a Minor in Accounting from the Merrick School of Business at the University of Baltimore.
Mr. Constable was nominated to serve as a director due to his operations, accounting, and financial management expertise. Mr. Constable
is a United States citizen and resident.

Dr.
Kenan Gong, Ph.D., our director nominee, is a seasoned professional with over 10 years of working experience in R&D, management and
investment in the material science industry. In addition, Dr. Gong has a significant academic background in the material sciences.
Since March 2019, Dr. Gong has served as the Vice President and Managing Director of Strategic Investment at Levima Advanced Materials
Co., Ltd (SZSE:003022), a member company of Legend Holdings (SEHK:3396) and a public company listed on the Shenzhen Stock Exchange in
China. Dr. Gong is also a member of the Board of Directors of Jiangxi Keyuan Bio-Material Co.,
Ltd and Suzhou Thinkre New Material Co., Ltd. From 2009 to 2011, Dr. Gong served as manager in charge of research and development
and Director of the R&D Center at China XD Plastics Company Co., Ltd.,
a public company engaged in the research, development, manufacture and sale of modified plastics for automotive applications.
In addition, he acted as a general manager of the national level enterprise technology center owned by China XD Plastics Company Co.,
Ltd. and Secretary from 2012 to 2013. Before joining China XD Plastics Company Co., Ltd., Dr. Gong was the manager of the postdoctoral
laboratory at University College London from July 2007 to July 2009. He was a teaching assistant from May 2005 to December 2005
and a postdoctoral researcher from April 2006 to June 2007 at Queen Mary University of London. Dr. Gong received his Ph.D. and Master’s
degree in Material Science from Queen Mary University of London. He holds a B.S. degree in Material Science from Harbin Institute of
Technology. Dr. Gong was nominated to serve as a director due to his management and R&D expertise. Dr. Gong is a PRC citizen and
resident.

We
believe our management team’s strong track record will provide us with access to high quality companies. In addition, we believe
we, through our management team, have contacts and sources from which to generate acquisition opportunities and possibly seek complementary
follow-on business arrangements. These contacts and sources include those in government, private and public companies, private equity
and venture capital funds, investment bankers, attorneys and accountants.

We
believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed
company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some target
businesses will favor this alternative, which we believe is less expensive, while offering greater certainty of execution, than the traditional
initial public offering process. During an initial public offering, there are typically underwriting fees and marketing expenses, which
would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our shareholders
(if applicable) and the transaction is consummated, the target business will have effectively become public, whereas an initial public
offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions that could
prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional
means of creating management incentives that are better aligned with shareholders’ interests than it would as a private company.
It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting
talented management staffs.

With
respect to the foregoing examples and descriptions, past performance by our management team is not a guarantee either (i) of success
with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial
business combination. Potential investors should not rely upon the historical record of our management as indicative of future performance.

Some
of our executive officers and directors are located in or have significant ties to China. As a result, it may be difficult for investors
to effect service of process within the United States on our company, executive officers and directors, or enforce judgments obtained
in the United States courts against our company, executive officers and directors.

BUSINESS
STRATEGIES

We
will seek to capitalize on the strength of our management team. Our team consists of experienced financial services, accounting and legal
professionals and senior operating executives of companies operating in multiple jurisdiction. Collectively, our officers and directors
have decades of experience in mergers and acquisitions and operating companies. We believe we will benefit from their accomplishments,
and specifically, their current activities, in identifying attractive acquisition opportunities. However, there is no assurance that
we will complete a business combination. Our officers and directors have no prior experience consummating a business combination for
a “blank check” company. We believe that we will add value to these businesses primarily by providing them with access to
the U.S. capital markets.

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

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

We
believe the development of private equity and venture
capital activities in Asia also provides us opportunities. According to the Asia-Pacific Private Equity Report 2020 issued by Bain &
Company, Asia-Pacific now represents a quarter of the global PE market. According to the Asia-Pacific Private Equity Report 2020, exit
value in 2019 saw a drop by 43% from 2018. With exits on hold, the value of companies held in PE portfolios, or unrealized value, reached
a new high of $806 billion in June 2019, up 32% from a year earlier. Uncertain times and challenges faced by fund managers create opportunities
for those who are well-prepared, which positions us as a natural exit alternative and creates opportunities for us to identify targets
for our initial business combination.

ACQUISITION
CRITERIA

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

This
criteria does not intend 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 sponsor and
management team may deem relevant. In the event that we decide to enter into an initial business combination with a target business that
does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder
communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation
or tender offer materials, as applicable, that we would file with the U.S. Securities and Exchange Commission, or the SEC.

Permission Required from
the Chinese Authorities for this Offering and a Business Combination

The
Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six
PRC regulatory agencies in 2006 and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas
listing of securities in a PRC company to obtain the approval of the China Securities Regulatory Commission (the “CSRC”)
prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. However, substantial
uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.

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

While
the application of the M&A Rules remains unclear, no official guidance and related implementation rules have been issued in relation
to the Opinions, and the interpretation and implementation of the Opinions also remain unclear at this stage, based on our understanding
of the current PRC laws and regulations in effect at the time of this prospectus, no prior permission is required under the M&A Rules
or the Opinions from any PRC governmental authorities (including the CSRC) for consummating this offering by our company. However, there
can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that
the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules to require us
to obtain CSRC or other PRC governmental approvals for this offering or for the business combination if we decide to consummate the business
combination with a target business based in and primarily operating in China. See “Risk Factors — Risks Associated
with Acquiring and Operating a Business in China — The PRC governmental authorities may take the view now or in the future
that an approval from them is required for an overseas offering by a company affiliated with Chinese businesses or persons or a business
combination with a target business based in and primarily operating in China.”

We
currently do not hold any equity interest in any PRC company or operate any business in China. Therefore, we do not believe we are required
to obtain any permission from any PRC governmental authorities to operate our business as currently conducted or to conduct this offering
and offer securities to foreign investors. As of the date of this prospectus, we and our directors and officers have not applied for
or received any permission or approvals for this offering or for our search for an initial business combination target company post offering.
We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental
authorities required for overseas listings, including this offering and a potential business combination with a target business based
in and primarily operating in China. 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 governmental authorities. However, there remains significant uncertainty
as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other
capital markets activities. If it is determined in the future that the approval of the CSRC, The Cyberspace Administration of China (the
“CAC”) or any other regulatory authority is required for this offering, we or our post-business combination company
may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on
our operations in China, limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation
of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business, financial
condition, results of operations and prospects, as well as the trading price of our securities. The CSRC, the CAC or other PRC regulatory
agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our
units. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you
do so at the risk that settlement and delivery may not occur. In addition, if the CSRC, the CAC or other regulatory PRC agencies later
promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval
requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such
an approval requirement could have a material adverse effect on the trading price of our securities.

In
addition, although our offices are located in United States, a majority of our directors
and officers are based in or have significant ties to China. As a result, we and/or our directors and officers who are based in or have
significant ties to China may be subject to certain risks relating to regulatory oversight by the PRC government. In particular, changes
in the policies, regulations, rules, and the enforcement of laws of the PRC government may be adopted quickly with little advance notice.
The Chinese government may also intervene or influence our search for a target business or the completion of an initial business combination
at any time through our directors and officers who are based in or have significant ties to China. This could significantly and negatively
impact our search for a target business and/or the value of the securities we are offering for sale. See “Risk Factor — Since
a majority of our directors and officers are based in or have significant ties to China, the Chinese government may have potential oversight
and discretion over the conduct of our directors’ and officers’ search for a target company. The Chinese government may intervene
or influence our operations at any time through our directors and officers who are based in or 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.”

Funds
Flow to and from our Potential PRC Subsidiaries (Post Business Combination)

If
we decide to consummate our initial business combination with a target business based in and primarily operating in China, the combined
company whose securities will be listed on a U.S. stock exchange may make capital contributions or extend loans to its PRC subsidiaries
through intermediate holding companies subject to compliance with relevant PRC foreign exchange control regulations. After the business
combination, the combined company’s ability to pay dividends, if any, to the shareholders and to service any debt it may incur
will depend upon dividends paid by its PRC subsidiaries which are entitled to substantially all of the economic benefits. 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 in effect at the time of this prospectus,
dividends may be paid only out of distributable profits. Distributable profits are the net profit as determined under Chinese accounting
standards and regulations, less any recovery of accumulated losses and appropriations to statutory and other reserves required to be
made. A PRC company is required to set aside at least 10% of its after-tax profits each year to fund certain statutory reserve funds
(up to an aggregate amount equal to half of its registered capital). Entities in China may also be required to further set aside a portion
of their 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. As a result, the combined company’s PRC subsidiaries may not have sufficient distributable
profits to pay dividends to the combined company.

Furthermore,
if certain procedural requirements are satisfied, the payment in foreign currencies on current account items, including profit distributions
and trade and service related foreign exchange transactions, can be made without prior approval from State Administration of Foreign
Exchange (the “SAFE”) or its local branches. However, where 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, approval from or registration with
competent government authorities or its authorized banks is required. The PRC government may take measures at its discretion from time
to time to restrict access to foreign currencies for current account or capital account transactions. If the foreign exchange control
regulations prevent the PRC subsidiaries of the combined company from obtaining sufficient foreign currencies to satisfy their foreign
currency demands, the PRC subsidiaries of the combined company may not be able to pay dividends or repay loans in foreign currencies
to their offshore intermediary holding companies and ultimately to the combined company. We cannot assure you that new regulations or
policies will not be promulgated in the future, which may further restrict the remittance of 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 Associated with Acquiring and Operating a Business
in China — Governmental control of currency conversion may limit the ability of our operating companies in China to utilize
their revenues effectively and affect the value of your investment” and “Risk Factors — Risks Associated
with Acquiring and Operating a Business in China — If we enter into a business combination with a target business operating
in China, PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of
currency conversion may delay or prevent the combined company from using the proceeds from the business combination to make loans to
or make additional capital contributions to its PRC subsidiaries, which could materially and adversely affect PRC operating companies’
liquidity and ability to fund the operations.”

As
an offshore holding company, if we acquire a target company that operates its business in China, we may use the proceeds of our offshore
fund-raising activities to provide loans or make capital contributions to the PRC subsidiaries of the combined company, in each
case subject to applicable regulatory requirements. The PRC subsidiaries may pay dividends to us out of their retained earnings. As of
the date of this prospectus, we have not made any dividends or distributions to our shareholders. We do not intend to distribute earnings
or settle amounts owed until after the closing of the business combination.

Recent
PCAOB Developments

Future
developments in U.S. laws may restrict our ability or willingness to complete certain business combinations with companies. For instance,
the enacted Holding Foreign Companies Accountable Act (the “HFCAA”) would restrict our ability to consummate a business combination
with a target business unless that business met certain standards of the PCAOB and would require delisting of a company from U.S. national
securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. The HFCAA also requires
public companies to disclose, among other things, whether they are owned or controlled by a foreign government. We may not be able to
consummate a business combination with a favored target business due to these laws. Furthermore, on June 22, 2021, the U.S. Senate passed
the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if signed into law, would amend the HFCAA 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.

The
documentation we may be required to submit to the SEC proving certain beneficial ownership requirements and establishing that we are
not owned or controlled by a foreign government in the event that we use a foreign public accounting firm not subject to inspection by
the PCAOB or where the PCAOB is unable to completely inspect or investigate our accounting practices or financial statements because
of a position taken by an authority in the foreign jurisdiction could be onerous and time consuming to prepare. The HFCAA mandates the
SEC to identify issuers of SEC-registered securities whose audited financial reports are prepared by an accounting firm that the PCAOB
is unable to inspect due to restrictions imposed by an authority in the foreign jurisdiction where the audits are performed. If such
identified issuer’s auditor cannot be inspected by the PCAOB for three consecutive years, the trading of such issuer’s securities
on any U.S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.

On
March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements
of the HFCAA. An identified issuer will be required to comply with these rules if the SEC identifies it 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 a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce
the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two. The
SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described
above.

On
November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable
Act. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, 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 in the Holding
Foreign Companies Accountable 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 PCAOB is unable to inspect or
investigate completely because of a position taken by an authority in foreign jurisdictions.

On
December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely
registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong. On August 26, 2022, the PCAOB signed a Statement
of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC (“SOP”), taking the first
step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China
and Hong Kong completely, consistent with U.S law. Pursuant to the SOP, the PCAOB shall have independent discretion to select any issuer
audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On
December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public
accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However,
should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need
to issue a new determination. Our auditor, UHY LLP, headquartered in New York, NY, is an independent registered public accounting firm
with the PCAOB and has been inspected by the PCAOB on a regular basis. The PCAOB currently has access to inspect the working papers of
our auditor. Our auditor is not headquartered in China or Hong Kong and was not identified in the determination report as a firm subject
to the PCAOB’s determination.

The
SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described
above. Future developments in respect of increased U.S. regulatory access to audit information are uncertain, as the legislative developments
are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative
procedures. In the event that we complete a business combination with a non-U.S. company and any of the legislative actions or regulatory
changes discussed above were to proceed in ways that are detrimental to a non-U.S. issuer, 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 non-U.S. company, our access to the U.S. capital markets and the
price of our shares.

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. For more detailed information, see “Risk
Factors — Risks Associated with Acquiring and Operating a Business in China — Certain existing or future U.S. laws and regulations
may restrict or eliminate our ability to complete a business combination with certain companies, particularly those target companies
in China.”

Initial
Business Combination

Nasdaq
rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market
value equal to at least 80% of the balance in the trust account (less any taxes payable on interest
earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our Board of Directors
is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an
independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are
seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction
with our initial business combination.

We
will have until 9 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that
we may not be able to consummate our initial business combination within 9 months, we may extend the period of time to consummate a business
combination up to three times, each by an additional three months (for a total of up to 18 months to complete a business combination)
without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in
connection therewith. 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 ten days advance
notice prior to the applicable deadline, must deposit into the trust account $600,000, or up to $690,000 if the underwriters’
over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, for
each three month extension (or up to an aggregate of $1,800,000 (or $2,070,000 if the underwriters’ over-allotment option
is exercised in full), or $0.30 per share if we extend for the full nine months). Any such payments would be made in the form of a loan.
Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our
initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not
complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial shareholders contains
a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust
account in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to
fund the trust account to extend the time for us to complete our initial business combination. Up to $1,800,000 of the loans made by
our sponsor, our officers and directors, or our or their affiliates to us prior to or in connection with our initial business combination
(including loans made to extend our time period for consummating a business combination) may be convertible into units at a price of
$10.00 per unit at the option of the lender.

If
we are unable to consummate an initial business combination within such time period, we will, as promptly as reasonably possible but
not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account (net
of interest that may be used by us to pay our taxes payable and for dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve
and liquidate. We expect the pro rata redemption price to be approximately $10.20 per public share (regardless of whether or not
the underwriters exercise their over-allotment option) (subject to increase of up to an additional $0.30 per share in the event that
our sponsor elects to extend the period of time to consummate a business combination by the full nine months), without taking into account
any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result
of claims of creditors which may take priority over the claims of our public shareholders.

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 of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned
or acquired is what will be valued for purposes of the 80% of 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.

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

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 attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may
be a less active trading market for our securities and the prices of our securities may be more volatile.

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

We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed
to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million
as of the prior December 31, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during
the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in
the JOBS Act.

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 expect to receive a tax exemption undertaking
from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) 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
are a Cayman Islands exempted company incorporated on July 6, 2021. Our executive offices are located at 420 Lexington Avenue,
Suite 2446, New York, NY 10170, and our telephone number is (347) 627-0058.

THE
OFFERING

In
making your decision 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. 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 26 of this prospectus.

Risks

We
are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business
combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities,
you should take into account not only the background of our management team, but also the special risks we face as a blank check company.
This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled
to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank
check offerings differ from this offering, please see “Proposed Business — Comparison of This Offering to Those of Blank
Check Companies Subject to Rule 419.” You should carefully consider these and the other risks set forth in the section of this
prospectus entitled “Risk Factors.”

Summary
of Risk Factors

Our
business is subject to numerous risks and uncertainties, including those highlighted in the section title “Risk Factors,”
that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more
of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events
or circumstances, may adversely affect our ability to effect a business combination, and may have an adverse effect on our business,
cash flows, financial condition and results of operations. 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 carefully consider 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. Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of specific factors, including the risks described below.

Risks
Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks

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

Our
sponsor, 2TM Holding, LP, a Delaware limited partnership, is controlled by its general partner, 2TM Management LLC, a Delaware limited
liability company. 2TM Management LLC’s managing members are Linan Gong, a non-U.S. person, and Dahe Zhang, a U.S. lawful permanent
resident, i.e., green card holder, and U.S. resident. We may not be able to complete an initial business combination with a U.S. target
company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government
entity, such as the Committee on Foreign Investment in the United States (CFIUS), and ultimately prohibited. As a result, the pool of
potential targets with which we could complete an initial business combination may be limited and the time necessary for government review
of the transaction or a decision to prohibit the transaction could prevent us from completing an initial business combination and require
us to liquidate. If we liquidate, the investors will lose any potential investment opportunity in a target company and the chance of
realizing future gains on investment through any price appreciation in the combined company, and the rights would expire worthless. For
the consequences of liquidation, please see the risk factors titled “Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable
to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share, or less
in certain circumstances, on our redemption, and our rights will expire worthless.” and “If we are unable to consummate
our initial business combination within 9 months of the closing of this offering (or up to 18 months from the closing of
this offering if we extend the period of time to consummate a business combination by the full amount of time), our public shareholders
may be forced to wait beyond such 9 months (or up to 18 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) before redemption from our trust account.”

A
majority of our officers and directors are located in or have significant ties to China, which may make it more difficult for us to consummate
an initial business combination.

A majority
of our executive officers and directors are located in or have significant ties to China. If we decide to
consummate our initial business combination with a target business based in and primarily operating in China, the combined company
may face various legal and operational risks and uncertainties after the business combination. For the avoidance of doubt, we will
not consummate our initial business combination with an entity or business with China operations consolidated through a VIE
structure. As a result, this may limit the pool of acquisition candidates we may acquire in China, 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, which include but are not limited to, for example, value added telecommunications services (except for e-commerce,
domestic multiparty communications, store-and-forward services, and call centers). Further, due to (i) the risks associated
with acquiring and operating a business in the PRC and/or Hong Kong and (ii) the fact that a majority of our executive officers and
directors are located in or have significant ties to China, it may make us a less attractive partner to certain potential target
businesses, including non-China- or non-Hong Kong-based target companies, which may make it more difficult for us to
consummate a business combination in the PRC or Hong Kong. Therefore, this may make it more difficult for us to complete an
initial business combination with a target company within 9 months from the closing of this offering (or up to 18 months from the
closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as
described in more detail in this prospectus).

Since
a majority of our directors and officers are based in or have significant ties to China, the Chinese government may have potential oversight
and discretion over the conduct of our directors’ and officers’ search for a target company. The Chinese government may intervene
or influence our operations at any time through our directors and officers who are based in or 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.

Although
our offices are located in the United States, a majority of our directors and officers are based in or have significant ties to China.
We and/or our directors and officers who are based in or have significant ties to China may be subject to certain risks relating
to regulatory oversight by the PRC government. This may significantly limit our ability to search for candidates for our initial business
combination. In particular, changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may be adopted
quickly with little advance notice. The Chinese government may also intervene or influence our search for a target business or the completion
of an initial business combination at any time through our directors and officers who are based in or have significant ties to China.
This could significantly and negatively impact our search for a target business and/or the value of the securities we are offering for
sale.

We currently do not hold any equity interest in any PRC company or operate
any business in China. Therefore, we do not believe we are required to obtain any permission from any PRC governmental authorities to
operate our business as currently conducted or to conduct this offering and offer securities to foreign investors. As of the date of this
prospectus, we and our directors and officers have not applied for or received any permission or approvals
for this offering or for our search for an initial business combination target company post offering. We have been closely monitoring
regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas
listings, including this offering and a potential business combination with a target business based in and primarily operating in China.
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 governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation
and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities. If it is
determined in the future that the approval of the CSRC, The Cyberspace Administration of China (the “CAC”) or any other regulatory
authority is required for this offering, we or our post-business combination company may face sanctions by the CSRC, the CAC or other
PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay
dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this offering into
China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and
prospects, as well as the trading price of our securities. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring
us, or making it advisable for us, to halt this offering before settlement and delivery of our units. Consequently, if you engage in market
trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery
may not occur. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain
their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established
to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse
effect on the trading price of our securities.

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 recent 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 could be materially and adversely affected.
Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the
ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable
to negotiate and consummate a transaction in a timely manner. 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 extensive 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.

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

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

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

Unlike
other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the
votes cast by the public shareholders in connection with an initial business combination, our sponsor, officers and directors have agreed
(and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares
held by them, as well as any public shares purchased during or after this offering, in favor of our initial business combination. We
expect that our sponsor and its permitted transferees will own 23.0% of our issued and outstanding ordinary shares (including
the private placement shares) at the time of any such shareholder vote. As a result, in addition to our initial shareholder’s founder
shares and private placement shares, we would need only 2,200,000, or 36.7%, of the 6,000,000 public shares sold in this
offering to be voted in favor of a transaction (assuming all outstanding shares are voted) or 165,000, or 2.8%, of the
6,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming only a quorum is present at such meeting
held to vote on our initial business combination and all shares to be issued to Maxim and/or its designees are issued and outstanding
and voted in favor of the business combination) in order to have our initial business combination approved (assuming the over-allotment
option is not exercised). Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the
necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance
with the majority of the votes cast by our public shareholders.

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

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

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

We
may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not
be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Consequently, if
accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 both immediately
prior to and upon consummation of our initial business combination or such greater amount necessary to satisfy a closing condition as
described above, we may be forced to seek third party financing which may not be available on terms acceptable to us or at all. As
a result, we may 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. Prospective targets will be aware of these risks and, thus, may be reluctant to enter
into a business combination transaction with us.

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

At
the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption
rights, and therefore we will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the
purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust
account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for
redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust
account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence
of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most
desirable business combination available to us or optimize our capital structure.

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

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

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

Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete
our initial business combination within 9 months from the closing of this offering (or up to 18 months from the closing
of this offering if we extend the period of time to consummate a business combination by the full amount of time). For example, if the
outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend
on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market
volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally,
the outbreak of COVID-19 may negatively impact businesses we may seek to acquire.

Consequently,
such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial
business combination with that particular target business, we may be unable to complete our initial business combination with any target
business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct
due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We
may extend our time period to consummate our initial business combination for up to nine months and accordingly have a total of
up to 18 months from the closing of this offering to consummate a business combination without submitting such proposed extensions
to our stockholders for approval or offering our public stockholders redemption rights in connection therewith.

We
will have until 9 months from the closing of this offering to consummate an initial business combination. However, if we anticipate
that we may not be able to consummate our initial business combination within 9 months, we may extend the period of time to consummate
a business combination up to three times, each by an additional three months (for a total of up to 18 months to complete a business
combination) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption
rights in connection therewith. Pursuant to the terms of our amended and restated memorandum and articles of association and subject
to deposit of additional funds by our sponsor or its affiliates or designees into our trust account as set forth thereunder, we may effectuate
such extensions without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption
rights in connection with the proposed extensions.

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

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

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

We
may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only
receive $10.20 per share, or less than such amount in certain circumstances, and our rights will expire worthless.

Our
sponsor, officers and directors have agreed that we must complete our initial business combination within 9 months from the closing
of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business
combination by the full amount of time). We may not be able to find a suitable target business and complete our initial business combination
within such time period. If we have not completed our initial business combination within such time period, we will: (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest (which interest shall be net of taxes payable, and less up to $61,200 of interest to pay dissolution expenses) divided
by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. In certain circumstances, our public shareholders may receive less than $10.20 per share on the redemption of their shares.
See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share
redemption amount received by shareholders may be less than $10.20 per share” and other risk factors herein.

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

If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in
privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination,
although they are under no obligation to do so. 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
transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection
with our initial business combination. The purpose of such purchases could be to vote such shares in favor of the business combination
and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in
an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business
combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our initial business
combination that may not otherwise have been possible.

In
addition, if such purchases are made, the public “float” of our ordinary shares and the number of beneficial holders of our
securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on
a national securities exchange. However, in the event our sponsor, directors, officers, advisors or their affiliates were to purchase
shares from public shareholders, such purchases would by structured in compliance with the requirements of Rule 14e-5 under the Exchange
Act including, in pertinent part, through adherence to the following:

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

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

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

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

Because
of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive
only approximately $10.20 per share, or less in certain circumstances, on our redemption, and our rights will expire
worthless.

We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing
for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target
businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement units, our ability
to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore,
if we are obligated to pay cash for the ordinary shares redeemed and, in the event we seek shareholder approval of our initial business
combination, we make purchases of our ordinary shares, potentially reducing the resources available to us for our initial business combination.
Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable
to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share (or less
in certain circumstances) on the liquidation of our trust account and our rights will expire worthless. In certain circumstances, our
public shareholders may receive less than $10.20 per share on the redemption of their shares. See “— If third parties
bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders
may be less than $10.20 per share” and other risk factors herein.

We
believe that, upon the closing of this offering, the funds available to us outside of the trust account, will be sufficient to allow
us to operate for at least the next 9 months (or up to 18 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); however, we cannot assure you that our estimate is accurate.
Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search
for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision
in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms
more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current
intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and
were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds
to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business
combination, our public shareholders may receive only approximately $10.20 per share (or less in certain circumstances) on the
liquidation of our trust account and our rights will expire worthless. In certain circumstances, our public shareholders may receive
less than $10.20 per share on the redemption of their shares. See “— If third parties bring claims against us, the
proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20
per share” and other risk factors herein.

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

Of
the net proceeds of this offering and the sale of the private placement units, only approximately $660,000 will be available to us initially
outside the trust account to fund our working capital requirements. In the event that our offering expenses exceed our estimate of $640,000,
we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside
the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate
of $640,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required
to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may
be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance
funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released
to us upon completion of our initial business combination. If we are unable to complete our initial business combination because we do
not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public
shareholders may only receive approximately $10.20 per share (or less in certain circumstances) on our redemption of our public
shares, and our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.20 per
share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust
account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share”
and other risk factors herein.

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.

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

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

Accordingly,
any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their
shares. Such shareholders are unlikely to have a remedy for such reduction in value.

If
we are unable to consummate our initial business combination within 9 months of the closing of this offering (or up to 18 months
from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time),
our public shareholders may be forced to wait beyond such 9 months (or up to 18 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) before redemption from our trust account.

If
we are unable to consummate our initial business combination within 9 months from the closing of this offering (or up to 18
months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount
of time), we will distribute the aggregate amount then on deposit in the trust account (less up to $61,200 of the net interest
earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except
for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account
shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary
winding up. If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders,
as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies
Act. In that case, investors may be forced to wait beyond the initial 9 months (or up to 18 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) before the redemption
proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our
trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate
our initial business combination prior thereto and only then in cases where investors have sought to redeem their ordinary shares. Only
upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial
business combination.

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

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

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

We
will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursue
an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable
to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management’s expertise
would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately
ascertain or assess all of the significant risk factors. Accordingly, any shareholders who choose to remain shareholders following our
initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for
such reduction in value.

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

Although
we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business
with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial
business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a
combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business
combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their
redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a
minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide
to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of
our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete
our initial business combination, our public shareholders may receive only approximately $10.20 per share on the liquidation of
our trust account and our rights will expire worthless.

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

To
the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record
of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks
include 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.

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

Unless
we complete our business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market
value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm or another
independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting
firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our
shareholders will be relying on the judgment of our Board of Directors, who will determine fair market value based on standards generally
accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials,
as applicable, related to our initial business combination. However, if our Board of Directors is unable to determine the fair value
of an entity with which we seek to complete an initial business combination based on such standards, we will be required to obtain an
opinion as described above.

We
may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in
taxes imposed on shareholders.

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

Resources
could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may
receive only approximately $10.20 per share, or less than such amount in certain circumstances, on the liquidation of our trust
account and our rights will expire worthless.

We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the
proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we
may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will
result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only
approximately $10.20 per share on the liquidation of our trust account and our rights will expire worthless. See “—
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount
received by shareholders may be less than $10.20 per share” and other risk factors.

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

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

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

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

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

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

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

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

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

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

Of
the net proceeds from this offering and the sale of the private placement units, $61,200,000 (or $70,380,000 if the underwriters’
over-allotment option is exercised in full) will be available to complete our business combination and pay related fees and expenses.

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

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

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

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

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

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

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

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

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

Our
amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold. As a result, we
may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with
the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct
redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated
agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration
we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy
cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will
not complete the business combination.

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

In
order to effectuate a business combination, blank check companies have, in the past, amended various provisions of their charters and
modified governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption
thresholds and extended the period of time in which it had to consummate a business combination. We cannot assure you that we will not
seek to amend our amended and restated memorandum and articles of association or governing instruments or extend the time in which we
have to consummate a business combination through amending our amended and restated memorandum and articles of association, each of which
will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning a resolution passed by holders
of at least two thirds of our shareholders, who being entitled to do so, attend and vote at such general meeting of our shareholders.

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

Although
we believe that the net proceeds of this offering and the sale of the private placement units will be sufficient to allow us to complete
our initial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital
requirements for any particular transaction. If the net proceeds of this offering and the sale of the private placement units prove to
be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search
of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection
with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business
combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that
such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when
needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular
business combination and seek an alternative target business candidate. In addition, even if we do not need additional financing to complete
our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure
to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None
of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business
combination. If we are unable to complete our initial business combination, our public shareholders may only receive approximately $10.20
per share on the liquidation of our trust account, and our rights will expire worthless. In certain circumstances, our public shareholders
may receive less than $10.20 per share on the redemption of their shares. See “— If third parties bring claims against
us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less
than $10.20 per share” and other risk factors below.

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

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

Risks
Associated with Acquiring and Operating a Business Outside of the U.S.

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

If
we effect our initial business combination with a company located outside of the U.S., 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:

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

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

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

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

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

While
many of the economies in Asia have experienced rapid growth over the last two decades, they currently are experiencing inflationary pressures.
As governments take steps to address the current inflationary pressures, there may be significant changes in the availability of bank
credits, interest rates, limitations on loans, restrictions on currency conversions and foreign investment. There also may be imposition
of price controls. If prices for the products of our ultimate target business rise at a rate that is insufficient to compensate for the
rise in the costs of supplies, it may have an adverse effect on our profitability. If these or other similar restrictions are imposed
by a government to influence the economy, it may lead to a slowing of economic growth. Because we are not limited to any specific industry,
the ultimate industry that we operate in may be affected more severely by such a slowing of economic growth.

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

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

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

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

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

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

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

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

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

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

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

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

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

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 remedies may be unavailable 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 U.S. Judiciaries in such
jurisdiction may also be relatively inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of
uncertainty as to the outcome of any litigation. As a result, the inability to enforce or obtain a remedy under any of our future agreements
could result in a significant loss of business and business opportunities.

Corporate
governance standards in foreign countries may not be as strict or developed as in the U.S. 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 U.S. 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 U.S. companies. Moreover, foreign companies may not be subject to the same degree of regulation as are U.S. companies
with respect to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements and the timely disclosure
of information.

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

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

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

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

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

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

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

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

The
occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect
our business, financial condition or results of operations following our business combination. The potential impact of a natural disaster
on our results of operations and financial position is speculative, and would depend on numerous factors. The extent and severity of
these natural disasters determines their effect on a given economy. Although the long-term effect of diseases such as COVID-19, the H5N1
“avian flu,” or H1N1, the swine flu, cannot currently be predicted, previous occurrences of avian flu and swine flu had an
adverse effect on the economies of those countries in which they were most prevalent. An outbreak of a communicable disease in our market
could adversely affect our business, financial condition and results of operations following our business combination. We cannot assure
you that natural disasters will not occur in the future or that our business, financial condition and results of operations will not
be adversely affected.

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

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

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

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

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

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

If
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, if not all, 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 become of the management
of the post-business combination company. 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.

Risks
Relating to our Sponsor and Management Team

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

In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.20 per public share or (ii) such lesser
amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the
trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy
its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine
whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent
directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible
that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent
directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution
to our public shareholders may be reduced below $10.20 per share.

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

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

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

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

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

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

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

Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest
in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend
to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several
other business endeavors for which he or she may be entitled to substantial compensation and our officers are not obligated to contribute
any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities.
If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs
in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact
on our ability to complete our initial business combination. For a complete discussion of our officers’ and directors’ other
business affairs, please see “Management — Directors and Officers.”

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 determining to which entity a particular
business opportunity should be presented.

Following
the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying
and combining with one or more businesses. Our sponsor and officers and directors are, or may in the future become, affiliated with entities
such as operating companies or investment vehicles) that are engaged in making and managing investments in a similar business, although
they may not participate in the formation of, or become an officer or director of, any other special purpose acquisition companies with
a class of securities registered under the Exchange Act until we have entered into a definitive agreement regarding our initial business
combination or we have failed to complete our initial business combination within 9 months after the closing of this offering
(or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by
the full amount of time).

Our
officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other
entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to
which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential
target business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman
Islands law.

For
a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that
you should be aware of, please see “Management — Directors and Officers,” “Management — Conflicts of Interest”
and “Certain Relationships and Related Party Transactions.”

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

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

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

In August 2021, we issued an aggregate of 1,437,500
founder shares to our sponsor for an aggregate purchase price of $25,000, or approximately $0.017 per share. In January 2022, following
changes to our share capital, we issued an additional 287,500 ordinary shares to our sponsor as fully paid bonus shares for no additional
consideration, which was recorded retroactively. As of January 6, 2022, there were 1,725,000 ordinary shares issued to our sponsor, of
which an aggregate of up to 225,000 ordinary shares are subject to forfeiture to the extent that the underwriters’ over-allotment
option is not exercised in full or in part so that the number of founder shares will equal 19% of our issued and outstanding ordinary
shares after this offering (excluding private placement shares). As such, our sponsor will own 19% of our issued and outstanding
shares after this offering (assuming it does not purchase units in this offering and excluding the private placement shares) or approximately
23.0% (including the private placement shares). The founder shares will be worthless if we do not complete an initial business
combination. In addition, our sponsor has committed to purchase an aggregate of 370,000 (or 406,000 if the underwriters’
over-allotment option is exercised in full) private placement units for a purchase price of $3,700,000 in the aggregate or $4,060,000
in the aggregate if the underwriters’ over-allotment option is exercised in full), or $10.00 per unit. Each private placement
unit consists of one ordinary share and one right to receive two-tenths of one ordinary share, upon the completion of our
initial business combination. Such rights will also be worthless if we do not complete a business combination.

The founder shares are identical to the ordinary
shares included in the units being sold in this offering except that (i) the founder shares are subject to certain transfer restrictions,
(ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive
their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business
combination and (B) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if
we fail to complete our initial business combination within 9 months from the closing of this offering (or up to 18 months
from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time)
(although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we
fail to complete our initial business combination within the prescribed time frame) and (iii) the founder shares are subject to registration
rights.

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

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

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

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

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

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

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

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

Risks
Relating to Our Securities

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

We
have applied to have our units listed on Nasdaq on or promptly after the date of this prospectus and our ordinary shares and
rights listed on or promptly after their date of separation. We cannot guarantee that our securities will be approved
for listing on Nasdaq. Although after giving effect to this offering, we expect to meet, on a pro forma basis, the minimum initial
listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to
be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on
Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels.
Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of
our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be
required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s
continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock
price would generally be required to be at least $4.00 per share, our shareholders’ equity would generally be required to be
at least $5.0 million and we would be required to have a minimum of 300 round lot holders of our securities (with at least 50% of
such round lot holders holding securities with a market value of at least $2,500). 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
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually
our ordinary shares and rights will be listed on Nasdaq, our units, ordinary shares, and rights will be covered
securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to
investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate
or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or
restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view
blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank
check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we
would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination.

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

Our
sponsor paid an aggregate of $25,000, or approximately $0.017 per founder share, and, accordingly, you will experience immediate and
substantial dilution upon 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 units) 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 sponsor acquired the founder shares at a nominal price, significantly contributing
to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the rights included in the units, you and the
other public shareholders will incur an immediate and substantial dilution of approximately 97.6% (or $8.14 per share,
assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value
per share of $0.20 and the deemed offering price of $8.33 per unit.

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.

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 will provide 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 of 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 (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 in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service
of process made upon such right holder in any such enforcement action by service upon such rights holder’s counsel in the foreign
action as agent for such right holder. We note, however, that there is uncertainty as to whether a court would enforce this provision
and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

This choice-of-forum provision may limit a right holder’s ability
to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively,
if a court were to find this provision of our rights agreement inapplicable or unenforceable with respect to one or more of the specified
types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could
materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and
resources of our management and board of directors.

U.S.
federal income tax reform could adversely affect us and holders of our units.

On
December 22, 2017, President Trump signed into law H.R. 1, originally known as the “Tax Cuts and Jobs Act,” which significantly
reformed the Internal Revenue Code of 1986, as amended. The new legislation, among other things, changes the U.S. federal tax rates,
imposes significant additional limitations on the deductibility of interest, allows the expensing of capital expenditures, and puts into
effect the migration from a “worldwide” system of taxation to a territorial system. We continue to examine the impact this
tax reform legislation may have on us. The impact of this tax reform, or of any future administrative guidance interpreting provisions
thereof, on holders of our units is uncertain and could be adverse. This prospectus does not discuss any such tax legislation or the
manner in which it might affect holders of our units. We urge prospective investors to consult with their legal and tax advisors with
respect to any such legislation and the potential tax consequences of investing in our units.

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

We
will be issuing rights convertible into 1,200,000 of our ordinary shares (or up to 1,380,000 of our ordinary shares if
the underwriters’ over-allotment option is exercised in full), as part of the units offered by this prospectus. Simultaneously
with the closing of this offering, we will be issuing private placement rights convertible into an aggregate of 74,000 (or
81,200 if the underwriters’ over-allotment option is exercised in full) of our ordinary shares underlying private units
in a private placement. Prior to this offering, our sponsor holds an aggregate of 1,500,000 founder shares. In addition, if our sponsor,
our officers and directors, or our or their affiliates make any loans prior to or in connection with our initial business combination,
up to $1,800,000 of such loans may be converted into units, at a price of $10.00 per unit at the option of the lender, upon consummation
of our initial business combination. The units would be identical to the placement units. 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 these
rights or conversion of these working capital loans into our securities 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 and founder shares may make it more difficult to effectuate a business
combination or increase the cost of acquiring the target business.

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. You may have less assurance, therefore, that the offering price of our
units properly reflects the value of such units than you would have in a typical offering of an operating company.

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.

There
is currently no market for our securities. 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. Furthermore, an active trading market for our securities may never develop
or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

Trading
in our securities may be prohibited under the Holding Foreign Companies Accountable 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
Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA 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 beginning in 2021, 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, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus,
as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in
the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional
standards. 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, including our units, ordinary shares,
and rights being offered in this offering, 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. 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
of the HFCAA. 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, if signed into law, would amend
the HFCAA 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 Holding Foreign Companies Accountable
Act. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, 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 in the Holding
Foreign Companies Accountable 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 PCAOB is unable to inspect or
investigate completely because of a position taken by an authority in foreign jurisdictions. The SEC may propose additional rules or
guidance that could impact us if our auditor is not subject to PCAOB inspection.

On
December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely
registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong. On August 26, 2022, the PCAOB signed a Statement
of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC (“SOP”), taking the first
step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China
and Hong Kong completely, consistent with U.S law. Pursuant to the SOP, the PCAOB shall have independent discretion to select any issuer
audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022,
the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms
headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities
obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination.
Our auditor, UHY LLP, headquartered in New York, NY, is an independent registered public accounting firm with the PCAOB and has been
inspected by the PCAOB on a regular basis. The PCAOB currently has access to inspect the working papers of our auditor. Our auditor is
not headquartered in China or Hong Kong and was not identified in the determination report as a firm subject to the PCAOB’s
determination.

The
SEC has announced that the SEC staff is preparing a consolidated proposal for the rules regarding the implementation of the HFCAA. It
is unclear when the SEC will complete its rulemaking and when such rules will become effective. The SEC has also announced amendments
to various annual report forms to accommodate the certification and disclosure requirements of the HFCAA. 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 HFCAA 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
HFCAA. 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.

Risks
Associated with Acquiring and Operating a Business in China

Uncertainties
in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to investors and our company.

As
a blank check company with no material operations of our own, we conduct our operations through an office space in the U.S. and a majority
of our executive officers and directors are located in or have significant ties to the PRC. Therefore, we are subject to the risks of
uncertainty in the interpretation and enforcement of PRC laws and regulations. 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 overall effect of legislation
over the past four decades has significantly increased the protections afforded to various forms of foreign or private-sector investment
in China.

As
relevant laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws,
regulations and rules are not always uniform and 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. However, since PRC administrative
and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult
to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal
systems. Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published
in a timely manner or at all) that may have retroactive effect. As a result, we may not be aware of our violation of these policies and
rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property
(including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China
could materially and adversely affect our business and impede our ability to continue our operations.

Recently,
the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration
over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective
measures, such as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents of China-concept
overseas listed companies, and cybersecurity and data privacy protection requirements and similar matters.

Uncertainties
regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advance notice, along
with the risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers could result in a material change in completion of our initial business
combination, our operations and/or the value of our securities.

The
PRC government exerts substantial influence over the manner in which we conduct our business activities if we pursue a business combination
with a China-based business. The PRC government may intervene or influence our operations at any time, or may exert more control over
offerings conducted overseas, which could result in a material change in our operations 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.

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

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

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

As
the date of this prospectus, there are no PRC laws and regulations (including the CSRC, the CAC, or any other government entity) in force
explicitly requiring that we obtain permission from PRC authorities for this offering or to issue securities to foreign investors, and
we have not received any inquiry, notice, warning, sanction or any regulatory objection to this offering from any relevant PRC authorities.
However, it is uncertain when and whether the we and our post-combination entity will be required to obtain permission from the PRC government
to list on U.S. stock exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Any
new policies, regulations, rules, actions or laws by the PRC government may subject us or our post-combination entity to material changes
in operations, which 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.

The
M&A Rules and certain other PRC regulations establish complex procedures for certain acquisitions of Chinese companies by foreign
investors, which could make it more difficult for us to pursue a business combination with a China-based business.

The
M&A Rules adopted by six PRC regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers
and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors
more time-consuming and complex, including requirements in some instances that the Ministry of Commerce (the “MOFCOM”) be
notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover,
the Anti-Monopoly Law requires that the anti-monopoly enforcement agency of the State Council (currently the “Anti-Monopoly Bureau
of the State Administration for Market Regulation”) shall be notified in advance of any concentration of undertaking if certain
thresholds are triggered. In addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify
that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions
through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns
are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by
structuring the transaction through a proxy or contractual control arrangement. On July 1, 2015, the National Security Law of China took
effect, which provided that China would establish rules and mechanisms to conduct national security review of foreign investments in
China that may impact national security. On March 15, 2019, the PRC National People’s Congress approved the Foreign Investment
Law of China (the “Foreign Investment Law”), which came into effect on January 1, 2020, reiterates that China will establish
a security review system for foreign investments. On December 19, 2020, the National Development and Reform Commission (the “NDRC”)
and the MOFCOM jointly issued the Measures for the Security Review of Foreign Investments (the “New FISR Measures”), which
was made according to the National Security Law and the Foreign Investment Law and became effective on January 18, 2021. The New 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.

In
the future, we may pursue a business combination with a China-based business. Complying with the requirements of the above-mentioned
regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, including
obtaining approval from the MOFCOM, any other relevant PRC governmental authorities or their respective local counterparts may delay
or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

Substantial
uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and how it may impact our ability
to pursue a business combination with a China-based business.

The
Foreign Investment Law replaced the trio of prior laws regulating foreign investment in the PRC, namely, the Sino-Foreign Equity Joint
Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-Invested Enterprise Law, together
with their implementation rules and ancillary regulations, and became the legal foundation for foreign investment in the PRC from January
1, 2020. Meanwhile, the Implementation Regulation of the Foreign Investment Law and the Measures for Reporting of Information on Foreign
Investment came into effect as of January 1, 2020, which clarified and elaborated the relevant provisions of the Foreign Investment Law.

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

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

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

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

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

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

China’s
economic, political and social conditions, as well as sudden or unexpected changes in any government policies, laws and regulations,
could have a material adverse effect on our business or business combination, and the PRC government may intervene or influence the combined
company’s operations at any time.

If
we effect our initial business combination with a business located in the PRC, a substantial portion of our operations may be conducted
in China, and a significant portion of our net revenues may be derived from customers where the contracting entity is located in China.
Accordingly, our business, financial condition, results of operations, prospects and any potential business combination and certain transactions
we may undertake may be subject, to a significant extent, to economic, political and legal developments in China. For example, as a result
of recent proposed changes in the cybersecurity regulations in China that would require certain Chinese technology firms to undergo a
cybersecurity review before being allowed to list on foreign exchanges, this may have the effect of further narrowing the list of potential
businesses in China’s consumer, technology and mobility sectors that we intend to focus on for our business combination or the
ability of the combined company to list in the United States.

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

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

The
PRC government has significant oversight and discretion over the conduct of a PRC company’s business and may intervene with or
influence its 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 the business, financial condition and results of operations of the combined company. Furthermore, the PRC government has also
recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that
are conducted overseas and foreign investment in China-based companies. Any such action, once taken by the PRC government, could significantly
limit or completely hinder our ability to consummate a business combination with a China-based target business, the combined company’s
ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme
cases, become worthless.

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

Complying
with evolving PRC laws and regulations regarding cybersecurity, information security, privacy and data protection and other related laws
and requirements may increase the cost of our initial business combination with a China-based business and could even result in our inability
to consummate an initial business combination with a China-based business.

If
we pursue a business combination with a China-based business, we may face additional burdens in connection with the PRC laws and regulations
regarding cybersecurity, information security, privacy and data protection. Regulatory authorities in China have been considering a number
of legislative proposals to heighten data protection and cybersecurity regulatory requirements. Since the promulgation of the PRC Cybersecurity
Law, which became effective in June 2017, numerous regulations, guidelines and other measures have been and are expected to be adopted
under the PRC Cybersecurity 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 December 28, 2021, the CAC published the Measures for Cybersecurity
Review which will become effective on February 15, 2022, which required that any “network platform operator” controlling
personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity
review. The PRC Data Security Law, which took effect on September 1, 2021, imposes data security and privacy obligations on entities
and individuals that carry out data activities, provides for a national security review procedure for data activities that may affect
national security and imposes export restrictions on certain data and information. On August 20, 2021, the Standing Committee of the
People’s Congress promulgated the PRC Personal Information Protection Law (the “PIPL”), which is to take effect on
November 1, 2021. The PIPL sets out the regulatory framework for handling and protection of personal information and 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.

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 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. As of the date of this prospectus, no official guidance
and related implementation rules have been issued in relation to these recently issued opinions and the interpretation and implementation
of the Opinions remain unclear at this stage. We cannot assure you that we will not be required to obtain the pre-approval of the CSRC
and potentially other PRC governmental authorities to pursue any business combination with a China-based company.

As
a result, we may not be able to complete or obtain the applicable review procedures and pre-approvals in a timely manner, or at all,
and it may require more time, more effort and more resources to identify a suitable target in China and to consummate an initial business
combination. This may ultimately result in our inability to consummate an initial business combination on terms favorable to our investors.

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.

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

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

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

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

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

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

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

As
of the date of this 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.

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

We
may consummate a business combination with a target business based in and primarily operating in China, after which the PRC subsidiaries
of the combined company will be subject to restrictions on dividend payments.

We
may consummate a business combination with a target business based in and primarily operating in China. After such business combination,
the combined company may rely on dividends and other distributions from the PRC subsidiaries of the combined company to provide it with
cash flow and to meet its other obligations. These dividends or other distributions to be paid by the PRC subsidiaries arise from the
combined company’s entitlements to substantially all of the economic benefits of the PRC subsidiaries. Current regulations in China
would permit the combined company’s PRC subsidiaries to pay dividends only out of their accumulated distributable profits, if any,
determined in accordance with Chinese accounting standards and regulations. In addition, the combined company’s PRC subsidiaries
in China will be required to set aside at least 10% of their after-tax profits each year to fund their respective statutory reserves
(up to an aggregate amount equal to half of their respective registered capital). Such cash reserve may not be distributed as cash dividends.
In addition, if the combined company’s PRC subsidiaries incur debt on their own behalf in the future, the instruments governing
the debt may restrict their ability to pay dividends or make payments to the combined company or its PRC subsidiaries, as applicable.

Governmental
control of currency conversion may limit the ability of our operating companies in China to utilize their revenues effectively and affect
the value of your investment.

The
PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of
currency out of China. We may consummate a business combination with a target business based in and primarily operating in China, after
which the operating companies in China upon consummation of the business combination may receive substantially all of their revenues
in Renminbi. Under the expected corporate structure, the combined company, a Cayman Islands holding company, may rely on dividend payments
from its PRC subsidiaries to fund any cash and financing requirements it may have. Under existing PRC foreign exchange regulations, payments
in foreign currencies of current account items, including profit distributions, interest payments and trade and service-related foreign
exchange transactions, can be made without prior approvals of the SAFE, by complying with certain procedural requirements. Specifically,
under the existing exchange restrictions, without prior approvals of SAFE, cash generated from the operations of PRC operating companies
in China may be used to pay dividends. However, approvals from or registration with appropriate government authorities are required where
Renminbi is to be converted into foreign currencies and remitted out of China to pay capital expenses such as the repayment of loans
denominated in foreign currencies.

As
a result, the PRC subsidiaries of the combined company will need to obtain the SAFE approval to pay off their debt in a currency other
than Renminbi owed to any entities outside China or to make other capital expenditure payments outside China in a currency other than
Renminbi.

In
light of the flood of capital outflows of China in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive
foreign exchange policies and stepped up scrutiny over major outbound capital movements including overseas direct investment. More restrictions
and substantial vetting process have been put in place by SAFE to regulate cross-border transactions that fall under the capital account
transactions. The PRC government may in the future at its discretion further restrict access to foreign currencies for current account
transactions. If the foreign exchange control regulations prevent the combined company from obtaining sufficient foreign currencies from
its PRC subsidiaries to satisfy its capital demands, the combined company may not be able to pay dividends in foreign currencies to its
shareholders.

If
we enter into a business combination with a target business operating in China, PRC regulation of loans to and direct investment in PRC
entities by offshore holding companies and governmental control of currency conversion may delay or prevent the combined company from
using the proceeds from the business combination to make loans to or make additional capital contributions to its PRC subsidiaries, which
could materially and adversely affect PRC operating companies’ liquidity and ability to fund the operations.

If
we acquire a target business based in and operating in China, the combined company may be an offshore holding company conducting its
operations in China through its PRC subsidiaries. The combined company may make loans or additional capital contributions to its PRC
subsidiaries, or the combined company may establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries.
Most of these activities are subject to PRC regulations and approvals. For example, loans by the combined company to its PRC subsidiaries
to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE. If the combined
company elects to finance its PRC subsidiaries by means of capital contributions, these capital contributions will be subject to the
filings with governmental authorities in China. Due to the restrictions imposed on loans in foreign currencies extended to PRC companies,
the combined company may not be able to freely make loans to its PRC subsidiaries. Further, the combined company will not be able to
finance the activities of its PRC subsidiaries by means of capital contributions due to regulatory restrictions relating to foreign investment
in PRC companies engaged in businesses of certain industries.

In
light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies,
we cannot assure you that, after the business combination, the combined company will be able to complete the necessary government registrations
or obtain the necessary government approvals on a timely basis, or at all, with respect to future loans or capital contribution provided
to its PRC subsidiaries. Such restrictions could adversely affect the PRC operating companies’ liquidity and ability to capitalize
or fund the operations.

As
a result of the M&A Rules implemented on September 8, 2006 relating to acquisitions of assets and equity interests of Chinese companies
by foreign persons, it is expected that acquisitions will take longer and be subject to economic scrutiny by the PRC government authorities
such that we may not be able to complete a transaction.

On
September 8, 2006, the MOFCOM, together with several other government agencies, promulgated 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. Although there was a complex
series of regulations in place prior to September 8, 2006 for approval of Chinese enterprises that were administered by a combination
of provincial and centralized agencies, the new regulations have largely centralized and expanded the approval process to the MOFCOM,
the State Administration of Industry and Commerce (SAIC), the SAFE or its branch offices, the State Asset Supervision and Administration
Commission, and the CSRC. Depending on the structure of the transaction as determined once a definitive agreement is executed, these
regulations will require the Chinese parties to make a series of applications and supplemental applications to the aforementioned agencies,
some of which must be made within strict time limits and depending 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 the compliance with legal requirements. If obtained, approvals will have expiration dates by which a transaction must
be completed. Also, completed transactions must be reported to the MOFCOM and some of the other agencies within a short period after
closing or be subject to an unwinding of the transaction. It is expected that compliance with the regulations will be more time-consuming
than in the past, will be more costly for the Chinese parties and will permit the government much more extensive evaluation and control
over the terms of the transaction. Subsequent to the promulgation of the Foreign Investment Law and the relevant implementation rules
and regulations, some of the provisions have been replaced or repealed, but there is uncertainty in interpretation and implementation.
Therefore, a business combination we propose 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.

Because
the M&A Rules permit the government agencies to have scrutiny over the economics of an acquisition transaction and require consideration
in a transaction to be paid within stated time limits, we may not be able to negotiate a transaction that is acceptable to our shareholders
or sufficiently protect their interests in a transaction.

The
regulations have introduced aspects of economic and substantive analysis of the target business and the acquirer and the terms of the
transaction by the MOFCOM and the other governing agencies through submissions of an appraisal report, an evaluation report and the acquisition
agreement, all of which form part of the application for approval, depending on the structure of the transaction. The regulations also
prohibit a transaction at an acquisition price obviously lower than the appraised value of the Chinese business or assets. The regulations
require that in certain transaction structures, the consideration must be paid within strict time periods, generally not in excess of
a year. In asset transactions there must be no harm of third parties and the public interest in the allocation of assets and liabilities
being assumed or acquired. These aspects of the regulations will limit our ability to negotiate various terms of the acquisition, including
aspects of the initial consideration, contingent consideration, holdback provisions, indemnification provisions and provisions relating
to the assumption and allocation of assets and liabilities. Transaction structures involving trusts, nominees and similar entities are
prohibited. Therefore, we may not be able to negotiate a transaction with terms that will satisfy our investors and protect our shareholders’
interests in an acquisition of a Chinese business or assets.

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

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

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

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

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

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

Future
developments in U.S. laws may restrict our ability or willingness to complete certain business combinations with companies. For instance,
the recently enacted the HFCA Act would restrict our ability to consummate a business combination with a target business unless that
business met certain standards of the PCAOB and would require delisting of a company from U.S. national securities exchanges if the PCAOB
is unable to inspect its public accounting firm for three consecutive years. The HFCA Act also requires public companies to disclose,
among other things, whether they are owned or controlled by a foreign government, specifically, those based in China. In addition, on
June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if signed into law, would amend
the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is
not subject to PCAOB inspections for two consecutive years instead of three consecutive years, thus reducing the time period before our
securities may be prohibited from trading or delisted.

We
may not be able to consummate a business combination with a favored target business due to these laws. Even if we were successful in
consummating a business combination, we may be required to delist from Nasdaq, which would severely impact the price of our securities.
Furthermore, the documentation we may be required to submit to the SEC proving certain beneficial ownership requirements and establishing
that we are not owned or controlled by a foreign government in the event that we use a foreign public accounting firm not subject to
inspection by the PCAOB or where the PCAOB is unable to completely inspect or investigate our accounting practices or financial statements
because of a position taken by an authority in the foreign jurisdiction could be onerous and time consuming to prepare.

On
March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements
of the HFCA Act. An identified issuer will be required to comply with these rules if the SEC identifies it as having a “non-inspection”
year under a process to be subsequently established by the SEC. On November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board
Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework for the PCAOB to use when determining,
as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely registered public accounting firms located
in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued
amendments to finalize rules implementing the submission and disclosure requirements in 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 PCAOB is unable to inspect or investigate completely because of a position taken by an authority in
foreign jurisdictions.

On
December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely
registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong. On December 15, 2022, the PCAOB determined that the
PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China
and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise
fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination. Our auditor
is located in the United States and inspected by the PCAOB. 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 (including, without limitation,
PRC government), we will be required by the HCFA Act and, if enacted, the Accelerating Holding Foreign Companies Accountable Act, to
delist from Nasdaq because the PCAOB is unable to conduct inspections on such auditor, and our securities are unable to be listed on
another securities exchange by the time of such potential delisting, then such a delisting would substantially impair your ability to
sell or purchase our securities when you wish to do so, and the risk and uncertainty associated with a potential delisting would have
a negative impact on the price of our securities.

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

General
Risks Related to Our Business

We
are a newly incorporated 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 newly incorporated company established under the laws of the Cayman Islands 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 a business combination and may be unable to
complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating
revenues.

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 September 30, 2022, we had a working capital deficiency of $396,244. Further, we have incurred and expect to continue
to incur significant costs in pursuit of our financing and 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.” We cannot assure you that our plans to raise capital or to consummate an initial business
combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
The financial statements contained elsewhere in this 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.

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

Our public shareholders will be entitled to receive
funds from the trust account only upon the earlier to occur of: (i) the completion of our initial business combination, (ii) the redemption
of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 9 months from the closing
of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business
combination by the full amount of time) or (B) with respect to any other provision relating to shareholders’ rights or pre-business
combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination
within 9 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the
period of time to consummate a business combination by the full amount of time), subject to applicable law and as further described herein.
In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate
your investment, you may be forced to sell your public shares or rights, potentially at a loss.

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

Since
the net proceeds of this offering and the sale of the private placement units are intended to be used to complete an initial business
combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the
U.S. securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of this
offering and the sale of the private placement units and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating
this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly,
investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately
tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419.
Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the
trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial
business combination. 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
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.20 per public share.

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

Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise
of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors
that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount
received by public shareholders could be less than the $10.20 per share initially held in the trust account, due to claims of
such creditors.

Our
sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to
us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in
the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as
of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest
which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access
to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities,
including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against
a third party, our sponsor will not be responsible to the extent of any liability for such third -party claims. We have not independently
verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets
are securities of our company. Our sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our
sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result,
if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.20 per public share (subject to increase of up to an additional $0.30 per share in the event
that our sponsor elects to extend the period of time to consummate a business combination by the full nine months, as described in more
detail in this prospectus). In such event, we may not be able to complete our initial business combination, and you would receive such
lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us
for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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

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

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

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

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

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