Asfiled with the U.S. Securities and Exchange Commission on June 21, 2022.

RegistrationNo. 333-[  ]

UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORMS-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

OCEANCAPITAL ACQUISITION CORPORATION
(Exact name of registrant as specified in its constitutionaldocuments)

Mr.Hin Wing (Simon) Wong

3 Ocean Way, Sentosa Cove

Singapore098368

Telephone:+65 9772 3118

(Address,including zip code, and telephone number, including area code, of registrant’s principal executive offices)

CogencyGlobal Inc.
122 East 42^nd Street, 18^th Floor
New York, NY 10168
+1 800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copiesto:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box. ☐

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting companyor an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the Commission, acting pursuant to said Section 8(a), may determine.

Theinformation in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registrationstatement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities andis not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

$60,000,000

OCEANCAPITAL ACQUISITION CORPORATION
6,000,000 Units

OceanCapital Acquisition Corporation is a blank check company incorporated in the British Virgin Islands as a business company withlimited liability for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganizationor similar business combination with one or more businesses or entities. We have not selected any business combination target, and wehave not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combinationtarget. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

Thisis an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one ordinary share,one-half of one redeemable warrant, and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of an initialbusiness combination, as described in more detail in this prospectus. We refer to the rights included in the units as “rights”or the “public rights,” and the warrants included in the units as “warrants” or the “public warrants.”Each whole warrant entitles the holder thereof to purchase one ordinary share at an exercise price of $11.50 per whole share, subjectto adjustment as described in this prospectus. Only whole warrants are exercisable. No fractional warrants will be issued upon separationof the units and only whole warrants will trade. As a result, you must exercise warrants in multiples of at least two warrants, at aprice of $11.50 per whole share, subject to adjustment as described in this prospectus, to validly exercise your warrants. Each warrantwill become exercisable on the later of 30 days after the completion of an initial business combination or 12 months from the date ofthis prospectus is declared effective by the SEC, and will expire five years after the completion of our initial business combinationor earlier upon redemption or liquidation, as described in this prospectus. We will not issue fractional shares. As a result, you musthold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination.

Wehave granted Ladenburg Thalmann & Co. Inc. (“Ladenburg Thalmann”), an underwriter of this offering, a 45-day option topurchase up to an additional 900,000 units (over and above the 6,000,000 units referred to above) solely to cover over-allotments, ifany.

Wewill provide the holders of our outstanding ordinary shares that were sold in this offering with the opportunity to redeem their sharesupon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then ondeposit in the trust account described below, including interest (net of taxes payable), divided by the number of then outstanding ordinaryshares that were sold in this offering, which we refer to as our “public shares” throughout this prospectus, subject to thelimitations described herein.

Wehave nine months (or up to 21 months if we extend the period of time to consummate a business combination, as describedin more detail in this prospectus) from the closing of this offering to consummate our initial business combination. Public shareholderswill not be offered the opportunity to vote on or redeem their shares in connection with any such extension. If we are unable to completeour initial business combination within the above time period, we will distribute the aggregate amount then on deposit in the trust account,including interest (net of taxes payable), pro rata to our public shareholders, by way of the redemption of their shares and thereaftercease all operations except for the purposes of winding up of our affairs, as further described herein.

Oursponsor, SB Capital Holding Corporation, has committed to purchase from us an aggregate of 280,000 units (or up to 298,000 units if theunderwriters’ over-allotment option is exercised in full) or “private units,” at $10.00 per private unit for a totalpurchase price of $2,800,000 (or $2,980,000, if the underwriters’ over-allotment option is exercised in full). These purchaseswill take place on a private placement basis simultaneously with the consummation of this offering. Each private placement unit shallconsist of one ordinary share, one-half of one private warrant, and one right to receive one-tenth (1/10) of one ordinary share uponthe consummation of an initial business combination. Only whole warrants are exercisable. Each whole private warrant will allow the holderto purchase on ordinary share at a price of $11.50 per whole share. No fractional warrants will be issued upon separation of the unitsand only whole warrants will trade.

Priorto this offering, there has been no public market for our units, ordinary shares, warrants, or rights. We have applied to have our unitslisted on the NASDAQ Global Market, or NASDAQ, under the symbol “[     ]U” on or promptly after the date of this prospectus.The ordinary shares, warrants, and rights comprising the units will begin separate trading on the 52^nd day after the dateof this prospectus unless Ladenburg Thalmann informs us of its decision to allow earlier separate trading, subject to our satisfactionof certain conditions. Once the securities comprising the units begin separate trading, the ordinary shares, warrants, and rights willbe traded on NASDAQ under the symbols “[      ],” “[      ]W,” and “[      ]R” respectively.

Weare an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reportingrequirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 26 fora discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitledto protections normally afforded to investors in Rule 419 blank check offerings.

Neitherthe U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Nooffer or invitation to subscribe for units may be made to the public in the British Virgin Islands.

Uponconsummation of the offering, $10.00 per unit sold to the public in this offering (whether or not the over-allotment option has beenexercised in full or part) will be deposited into a United States-based account at Bank of America Merrill Lynch maintained byContinental Stock Transfer & Trust Company acting as trustee. Such amount approximately includes $600,000, or $690,000 ifthe underwriters’ over-allotment option is exercised in full, payable to the underwriters as deferred underwriting discounts andcommissions. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of ourinitial business combination and our liquidation upon our failure to consummate a business combination within the required time period.The majority of our assets may be located outside the United States after we consummate our first business combination.

Theunderwriters are offering the units for sale on a firm-commitment basis. Delivery of the units will be made on or about __________, 2022.

SoleBook-Running Managers

LadenburgThalmann

Thedate of this prospectus is _______________, 2022

OCEANCAPITAL ACQUISITION CORPORATION

TABLEOF CONTENTS

PROSPECTUSSUMMARY

Thissummary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, youshould read the entire prospectus carefully, including the risk factors and the financial statements. Unless otherwise stated in thisprospectus, references to:

Exceptas specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotmentoption.

Allreferences in this prospectus to our insider shares being forfeited shall take effect as surrenders for no consideration of such sharesas a matter of the British Virgin Islands law. All references to the conversion of ordinary shares shall take effect as a redemptionof ordinary shares and issuance of the corresponding ordinary shares as a matter of the British Virgin Islands law.

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

Asa blank check company incorporated in the British Virgin Islands, we do not have any subsidiaries as of the date of this prospectus,and no transfers, dividends, or distributions of any earnings or settlement of any amounts have been made by us to date.

General

Weare a blank check company incorporated in the British Virgin Islands on August 20, 2021 as a business company with limited liability(meaning that our public shareholders have no liability, as shareholders of our company, for the liabilities of our company over andabove the amount paid for their shares). We were formed for the purpose of effecting a merger, share exchange, asset acquisition, sharepurchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer toas a “target business.” Our efforts to identify a prospective target business will not be limited to a particular industryor geographic location. 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 respectto such a transaction. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitableacquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business.

Market

Althoughwe have not selected any specific business combination target, we believe the market has sufficient opportunities to complete an initialbusiness combination. The capital market is still active despite the outbreak of COVID-19. According to McKinsey Global Private MarketsReview 2022, private equity fundraising activities rebounded globally in 2021, reaching approximately $680 billion, representing an increaseof approximately 22% year-over-year. Private equity deal volume in 2021 was up approximately 48.6% year-over-year to reach approximately$2.04 trillion globally, and the number of deals exceeded 14,000 for the first time. Healthcare and IT have been the fastest-growingsectors globally in terms of global private equity deal volume for the period 2016-2021, with a CAGR of approximately 14.3% and 13.3%,respectively.

CompetitiveStrengths

Ourmanagement team is led by Mr. Hin Wing (Simon) Wong who has over three decades of combined operational, deal-making and investmentexperience. Our mission is to unlock value for our shareholders by identifying an acquisition target in any sectors with growth potential.Given the diversified experience of our management team, we believe we have significant resources to identify, diligence, and structuretransactions that would benefit all shareholders. We could also get deal sources from our sponsor, or affiliates of our sponsor. Ourcompetitive strengths include the following:

DeepExperience of Operating Partners

Webelieve that our ability to leverage the experience of the management team, which comprise executives of different companies across multiplesectors and industries, will provide us a distinct advantage in being able to source, evaluate and consummate an attractive transaction.

ProprietarySourcing Channels and Leading Industry Relationships

Webelieve the capabilities and connections associated with our management team, in combination with our sponsor and our strategic and operatingpartners, will provide us with a differentiated pipeline of acquisition opportunities. We expect these sourcing capabilities will befurther bolstered by our reputation and deep industry relationships.

TrackRecord of Investment Experience

Webelieve that our management’s track record of identifying and sourcing transactions positions us well to appropriately evaluatepotential business combinations and select one that will be well received by the public markets.

Executionand Structuring Capability.

Ourcombined expertise and reputation will allow us to source and complete transactions possessing structural attributes that create an attractiveinvestment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorousdue diligence, and extensive negotiations and documentation. We believe that by focusing our investment activities on these types oftransactions, we are able to generate investment opportunities that have attractive risk/reward profiles based on their valuations andstructural characteristics.

AcquisitionStrategy and Investment Criteria

Ouracquisition strategy is to:

Ourmanagement team has decades of combined experience setting and implementing strategies to grow revenues and improve profitability, including:helping to develop growth initiatives; developing capital allocation strategies; reducing expenses to increase earnings or to redeploycapital into more beneficial initiatives; pursuing add on acquisitions and divestitures; engaging in capital markets and other financingor restructuring activities; evaluating, changing or enhancing management when appropriate; and crafting other initiatives.

Toexecute our business strategy, we intend to:

Consistentwith our business strategy, we have identified the following general criteria and guidelines that we believe are important inevaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, butwe may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

OurCompetitive Advantages

Statusas a Publicly Listed Company

Afterthis offering, we believe our structure will make us an attractive business combination partner to prospective target businesses. Asa publicly listed company, we will offer a target business an alternative to the traditional initial public offering. We believe thattarget businesses will favor this alternative, which we believe is less expensive, while offering greater certainty of execution thanthe traditional initial public offering. During an initial public offering, there are typically expenses incurred in marketing, whichwould 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 publicoffering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that couldprevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additionalmeans 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 attractingtalented management.

StrongFinancial Position and Flexibility

Afterthis offering, with the funds held in our trust account, we offer a target business a variety of options such as creating a liquidityevent for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet byreducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities,or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the considerationto be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financingand there can be no assurance it will be available to us.

Effectinga Business Combination

Wewill either (i) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public shareholdersmay seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into theirpro rata portion of the aggregate amount then on deposit in the trust account (net of taxes payable) or (ii) provide our publicshareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholdervote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable),in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial shareholders have agreed, pursuantto written letter agreements with us, not to convert any public shares held by them into their pro rata portion of the aggregateamount then on deposit in the trust account. The decision as to whether we will seek shareholder approval of our proposed business combinationor 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 ona variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seekshareholder approval. If we so choose and we are legally permitted to do so, we will have the flexibility to avoid a shareholder voteand allow our shareholders to sell their shares pursuant to the tender offer rules of the Securities and Exchange Commission, or SEC.In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other informationabout the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combinationonly if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majorityof the issued and outstanding ordinary shares voted are voted in favor of the business combination.

Wewill have until nine months from the consummation of this offering to consummate our initial business combination. However, ifwe anticipate that we may not be able to consummate our initial business combination within nine months, we may, but are not obligatedto, extend the period of time to consummate a business combination 12 times by an additional one month each time (for a total of up to21 months to complete a business combination). Public shareholders will not be offered the opportunity to vote on or redeem their sharesin connection with any such extension. Pursuant to the terms of our amended and restated memorandum and articles of association and thetrust 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 insiders or their affiliates or designees,upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each one month extension, $198,000,or $227,700 if the underwriters’ over-allotment option is exercised in full ($0.033 per share in either case), on or prior to thedate of the applicable deadline, up to an aggregate of $2,376,000 (or $2,732,400 if the underwriters’ over-allotment opinion isexercised in full). The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such depositthat will not be repaid in the event that we are unable to close a business combination unless there are funds available outside thetrust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the lender’sdiscretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. Ourshareholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convertsuch notes at the time of the consummation of our initial business combination. In the event that we receive notice from our insidersfive days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing suchintention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicabledeadline announcing whether or not the funds had been timely deposited. Our insiders and their affiliates or designees are not obligatedto fund the trust account to extend the time for us to complete our initial business combination. To the extent that some, but not all,of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders (or their affiliatesor designees) may deposit the entire amount required. If we are unable to consummate our initial business combination within such timeperiod, we will, as promptly as possible but not more than ten (10) business days thereafter, redeem 100% of our outstanding public sharesfor a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds heldin the trust account and not previously released to us or necessary to pay our taxes, and then seek to liquidate and dissolve. However,we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our publicshareholders. In the event of our liquidation and subsequent dissolution and the public warrants and rights will expire and will be worthless.

Ifwe are unable to consummate our initial business combination within this time period, we will liquidate the trust account and distributethe proceeds held therein to our public shareholders by way of redeeming their shares and dissolve. If we are forced to liquidate, weanticipate that we would distribute to our public shareholders the amount in the trust account calculated as of the date that is two(2) days prior to the distribution date (including any accrued interest net of taxes payable). Prior to such distribution, we would berequired to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and makeprovision for such amounts, as creditors take priority over our public shareholders with respect to amounts that are owed to them. Wecannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders couldpotentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the eventwe enter an insolvent liquidation. In the event of our liquidation and subsequent dissolution, the public warrants and rights will expireand will be worthless.

Pursuantto the NASDAQ listing rules, our initial business combination must be with a target business or businesses whose collective fair marketvalue is at least equal to 80% of the balance in the trust account (excluding any deferred underwriting discounts and commissions andtaxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for such business combination,although this may entail simultaneous acquisitions of several target businesses. The fair market value of the target business will bedetermined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual andpotential sales, earnings, cash flow and/or book value). Our board of directors will have broad discretion in choosing the standard usedto establish the fair market value of any prospective target business. The target business or businesses that we acquire may have a collectivefair market value substantially in excess of 80% of the trust account balance. We will not be required to comply with the 80% fair marketvalue requirement if we are delisted from NASDAQ.

Weare not required to obtain an opinion from an unaffiliated third party that the target business we select has a fair market value inexcess of at least 80% of the balance of the trust account unless our board of directors cannot make such determination on its own. Weare also not required to obtain an opinion from an unaffiliated third party indicating that the price we are paying is fair to our shareholdersfrom a financial point of view unless the target is affiliated with our officers, directors, initial shareholders or their affiliates.

Wecurrently anticipate structuring our initial business combination to acquire 100% of the equity interests or assets of the target businessor businesses. We may, however, structure our initial business combination where we merge directly with the target business or wherewe acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target managementteam or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns oracquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficientfor it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the InvestmentCompany Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholdersprior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribedto the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantialnumber of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could acquire a 100% controllinginterest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders immediately priorto our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial businesscombination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transactioncompany, only the portion of such target business or businesses that is owned or acquired is what will be valued for purposes of the80% fair market value test.

EmergingGrowth Company Status and Other Information

Weare an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modifiedby the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act). As such, we are eligible to take advantageof certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growthcompanies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of theSarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodicreports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation andshareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractiveas a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

Inaddition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition periodprovided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerginggrowth 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.

Wewill remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary ofthe 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 deemedto be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 millionas of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior threeyear period.

PrivatePlacements

Asof March 2022, we issued 1,725,000 insider sharesto our sponsor for an aggregate purchase price of $25,000, or approximately $0.01 per share. In March 2022, the sponsor transferredan aggregate of 50,000 insider shares to certain directors and officers of the Company. The 1,725,000 insider shares heldby our initial shareholders include an aggregate of up to 225,000 shares subject to forfeiture by our sponsor to the extent thatthe underwriters’ over-allotment option is not exercised in full or in part, so that our initial shareholders will collectivelyown 20.0% of our issued and outstanding shares after this offering (without given effect to the sale of the private units and assumingour initial shareholders do not purchase units in this offering). None of our initial shareholders has indicated any intention to purchaseunits in this offering.

Theinsider shares are identical to the ordinary shares included in the units being sold in this offering. However, our initial shareholdershave agreed, pursuant to written letter agreements with us, (A) to vote their insider shares (as well as any public shares acquired inor after this offering) in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our amendedand restated memorandum and articles of association that would stop our public shareholders from converting or selling their shares tous in connection with a business combination or affect the substance or timing of our obligation to redeem 100% of our public sharesif we do not complete a business combination within nine months (or up to 21 months, if we extend the time to complete a businesscombination as described in this prospectus) from the closing of this offering unless we provide dissenting public shareholders withthe opportunity to convert their public shares into the right to receive cash from the trust account in connection with any such vote,(C) not to convert any insider shares (as well as any other shares acquired in or after this offering) into the right to receive cashfrom the trust account in connection with a shareholder vote to approve our proposed initial business combination (or sell any sharesthey hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of ouramended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activityand (D) that the insider shares shall not participate in any liquidating distribution upon winding up if a business combination is notconsummated. Additionally, our initial shareholders have agreed not to transfer, assign or sell any of the insider shares (except tocertain permitted transferees) until (1) with respect to 50% of the insider shares, the earlier of six months after the date of the consummationof our initial business combination and the date on which the closing price of our ordinary shares equals or exceeds $12.50 per wholeshare (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any30-trading day period commencing after our initial business combination and (2) with respect to the remaining 50% of the insider shares,six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to ourinitial business combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all ofour shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Inaddition, our sponsor, has committed to purchase from us an aggregate of 280,000 private units at $10.00 per private unit (for atotal purchase price of $2,800,000). These purchases will take place on a private placement basis simultaneously with theconsummation of this offering. All of the proceeds we receive from these purchases will be placed in the trust account describedbelow. Our sponsor has also agreed that if the over-allotment option is exercised by the underwriters, it will purchase from us at aprice of $10.00 per private unit an additional number of private units (up to a maximum of 18,000 private units) pro ratawith the amount of the over-allotment option exercised so that at least $10.00 per share sold to the public in this offering is heldin trust regardless of whether the over-allotment option is exercised in full or part. These additional private units will bepurchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of theover-allotment option. The proceeds from the private placement of the private units will be added to the proceeds of this offeringand placed in an account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. The majority of our assets may be located outside the United States after weconsummate our first business combination.

Theprivate units are identical to the units sold in this offering except that the private warrants will be non-redeemable and may be exercisedon a cashless basis, in each case so long as they continue to be held by our sponsor or its permitted transferees. Additionally, becausethe private units will be issued in a private transaction, our sponsor and its permitted transferees will be allowed to exercise theprivate warrants on a cash basis even if a registration statement covering the ordinary shares issuable upon exercise of suchwarrants is not effective and receive unregistered ordinary shares. Furthermore, our sponsor has agreed (A) to vote the ordinary sharesunderlying the private units, or “private shares,” in favor of any proposed business combination, (B) not to propose, orvote in favor of, an amendment to our amended and restated memorandum and articles of association that would stop our public shareholdersfrom converting or selling their shares to us in connection with a business combination or affect the substance or timing of our obligationto redeem 100% of our public shares if we do not complete a business combination within nine months from the closing of this offering(as such period may be extended up to 21 months at the election of the Company, either in lieu of a shareholder vote or if a shareholdervote has been unsuccessful, subject to the satisfaction of certain conditions or by the Company’s shareholders in accordance withour memorandum and articles of association) from the closing of this offering unless we provide public shareholders with the opportunityto redeem their public shares from the trust account in connection with any such vote, (C) not to convert any private shares for cashfrom the trust account in connection with a shareholder vote to approve our proposed initial business combination or a vote to amendthe provisions of our amended and restated memorandum and articles of association relating to shareholders’ rights or pre-businesscombination activity and (D) that the private shares shall not participate in any liquidating distribution upon winding up if a businesscombination is not consummated. Our sponsor has also agreed not to transfer, assign or sell any of the private units or underlying securities(except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictionsas the permitted transferees of the insider shares must agree to, each as described above) until 30 calendar days after the completionof our initial business combination.

Ifpublic units or shares are purchased by any of our directors, officers or initial shareholders, they will be entitled to funds from thetrust account to the same extent as any public shareholder upon our liquidation but will not have redemption rights related thereto.

CorporateInformation

Ourprincipal executive office is located at 3 Ocean Way, Sentosa Cove, Singapore 098368 and our telephone number is +65 9772 3118.

TheOffering

Inmaking your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members ofour management team, but also the special risks we face as a blank check company and the fact that this offering is not being conductedin compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investorsin Rule 419 blank check offerings. You should carefully consider these, and the other risks set forth in the section below entitled “RiskFactors” beginning on page 26 of this prospectus.

RiskFactors Summary

Weare a blank check 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 on whether to invest in our securities, youshould take into account not only the background of our management team, but also the special risks we face as a blank check company,as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act and, therefore,you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional informationconcerning how Rule 419 blank check offerings differ from this offering, please see “Proposed Business — Comparison to offeringsof blank check companies subject to Rule 419.” You should carefully consider these, and the other risks set forth in the sectionentitled “Risk Factors” beginning on page 26 of this prospectus.

Ourbusiness is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materiallyand adversely affect our business, financial condition, results of operations, cash flows and prospects that you should consider beforemaking a decision to invest in our ordinary shares. These risks are discussed more fully in “Risk Factors” beginning on page26. These risks include, but are not limited to, the following:

RisksAssociated with Our Business

RisksAssociated with Acquiring and Operating a Business Outside of the United States

SUMMARYFINANCIAL DATA

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

Ifno business combination is completed within nine months from the closing of this offering (or up to 21 months from the closingof this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus),the proceeds then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to ($18,500)of interest to pay dissolution expenses) will be used to fund the redemption of our public shares. Our sponsor, officers and directorshave entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions fromthe trust account with respect to their insider shares and private shares if we fail to complete our initial business combination withinsuch 9-month (or up to 21-month) time period.

RISKFACTORS

Aninvestment in our securities involves a high degree of risk. You should consider carefully the material risks described below, whichwe believe represent the material risks related to the offering, together with the other information contained in this prospectus, beforemaking a decision to invest in our units. This prospectus also contains forward-looking statements that involve risks and uncertainties.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.

RisksAssociated with Our Business

Weare a newly formed blank check company with no operating history and no revenues, and, accordingly, you will not have any basis on whichto evaluate our ability to achieve our business objective.

Weare a newly formed blank check company with no operating results to date. Therefore, our ability to commence operations is dependentupon obtaining financing through the public offering of our securities. Since we do not have an operating history, you will have no basisupon which to evaluate our ability to achieve our business objective, which is to acquire an operating business. We have not conductedany discussions and we have no plans, arrangements or understandings with any prospective acquisition candidates. We will not generateany revenues until, at the earliest, after the consummation of a business combination.

Ourindependent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt aboutour ability to continue as a “going concern.”

Asof March 31, 2022, we had $nil on cash and a working capital deficit of $7,842  . Further, we have incurred and expect to continueto incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through thisoffering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Conditionand Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful.The report of our independent registered public accountants on our financial statements includes an explanatory paragraph stating thatour ability to continue as a going concern is dependent on the consummation of this offering. The financial statements do not includeany adjustments that might result from our inability to consummate this offering or our ability to continue as a going concern. Moreover,there is no assurance that we will consummate our initial business combination. These factors raise substantial doubt about our abilityto continue as a going concern.

Ifwe are unable to consummate a business combination, our public shareholders may be forced to wait more than nine months (or upto 21 months if we have extended the period of time as described in this prospectus) before receiving liquidation distributions.

Wewill have nine months from the consummation of this offering in which to complete a business combination (or up to 21 months ifwe have extended the period of time as described in this prospectus). We have no obligation to return funds to investors prior to suchdate unless we consummate a business combination prior thereto and only then in cases where investors have sought to convert their shares.Only after the expiration of this full time period will public shareholders be entitled to liquidation distributions if we are unableto complete a business combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidateyour investment, you may be forced to sell your securities potentially at a loss.

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

Wewill have until nine months from the closing of this offering to consummate an initial business combination. However, unlike othersimilarly structured blank check companies, if we anticipate that we may not be able to consummate our initial business combination withinnine months, we may extend the period of time to consummate a business combination up to 12 times, each by an additional one month(for a total of up to 21 months to complete a business combination). Pursuant to the terms of our amended and restated certificate ofincorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on thedate of this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor orits affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $198,000,or up to $227,700 if the underwriters’ over-allotment option is exercised in full ($0.033 per share in either case) on or priorto the date of the applicable deadline, for each one month extension (or up to an aggregate of $2,376,000 (or $2,732,400 if the underwriters’over-allotment option is exercised in full). Public shareholders will not be offered the opportunity to vote on or redeem their sharesin connection with any such extension.

Therequirement that we complete an initial business combination within a specific period of time may give potential target businesses leverageover us in negotiating our initial business combination and may limit the amount of time we have to conduct due diligence on potentialbusiness combination targets as we approach our dissolution deadline, which could undermine our ability to consummate our initial businesscombination on terms that would produce value for our shareholders.

Wehave nine months from the consummation of this offering to complete an initial business combination (or up to 21 months if wehave extended the period of time as described in this prospectus). Any potential target business with which we enter into negotiationsconcerning a business combination will be aware of this requirement. Consequently, such target business may obtain leverage over us innegotiating a business combination, knowing that if we do not complete a business combination with that particular target business, wemay be unable to complete a business combination with any other target business. This risk will increase as we get closer to the timelimits referenced above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combinationon terms that we would have rejected upon a more comprehensive investigation.

Youwill not be entitled to protections normally afforded to investors of blank check companies.

Sincethe net proceeds of this offering are intended to be used to complete a business combination with a target business that has not beenidentified, we may be deemed to be a “blank check” company under the United States securities laws. However, since we willhave net tangible assets in excess of $5,000,000 upon the successful consummation of this offering and will file a Current Report onForm 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investorsof blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules whichwould, for example, completely restrict the transferability of our securities, restrict the use of interest earned on the funds heldin the trust account and require us to complete a business combination within 21 months from the closing of the offering. Because weare not subject to Rule 419, our units will be immediately tradable, we will be entitled to withdraw amounts from the funds held in thetrust account prior to the completion of a business combination and we may have more time to complete an initial business combination.For a more detailed comparison of this offering to offerings that comply with Rule 419, please see “Proposed Business — Comparisonto offerings of blank check companies subject to Rule 419.”

Wemay issue additional ordinary or preferred shares or debt securities to complete a business combination, which would reduce the equityinterest of our shareholders and likely cause a change in control of our ownership.

Ouramended and restated memorandum and articles of association currently authorize the issuance of 500,000,000 shares of a single classeach with par value of $0.0001. Although we have no commitment as of the date of this offering, we may issue a substantial number ofadditional ordinary shares or preferred shares or debt securities, or a combination of thereof, to complete a business combination. Theissuance of additional ordinary shares or preferred shares:

Similarly,if we issue debt securities, it could result in:

Wemay be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth ofthe target business, which could compel us to restructure or abandon a particular business combination.

Sincewe 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 prove to be insufficient, either because of the size of the business combination, the depletionof the available net proceeds in search of a target business, or the obligation to convert into cash (or purchase in any tender offer)a significant number of shares from dissenting shareholders, we will be required to seek additional financing. Such financing may notbe available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummatea particular business combination, we would be compelled to either restructure the transaction or abandon that particular business combinationand seek an alternative target business candidate. In addition, if we consummate a business combination, we may require additional financingto fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effecton the continued development or growth of the target business. None of our officers, directors or shareholders is required to provideany financing to us in connection with or after a business combination.

Ifthird parties bring claims against us, the proceeds held in trust could be reduced and the per-share redemption price received by shareholdersmay be less than $10.00.

Ourplacing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all vendors andservice providers we engage and prospective target businesses we negotiate with execute agreements with us waiving any right, title,interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, they may notexecute such agreements. Furthermore, even if such entities execute such agreements with us, they may seek recourse against the moniesheld in the trust account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subjectto claims which could take priority over those of our public shareholders. If we liquidate the trust account before the completion ofa business combination, our sponsor has agreed that it will be liable to ensure that the proceeds in the trust account are not reducedby the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contractedfor or products sold to us and which have not executed a waiver agreement. However, it may not be able to meet such obligation. Therefore,the per-share redemption price from the trust account in such a situation may be less than $10.00, plus interest, due to such claims.

Additionally,if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, or if we otherwiseenter compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law,and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.To the extent any bankruptcy claims deplete the trust account, we may not be able to return to our public shareholders at least $10.00per share.

Ourshareholders may be held liable for claims by third parties against us to the extent of distributions received by them.

Ouramended and restated memorandum and articles of association provide that we will continue in existence only until nine months(or up to 21 months if we have extended the period of time as described in this prospectus) from the consummation of this offering ifa business combination has not been consummated by such time. If we are unable to complete an initial business combination during suchtime period, it will trigger our automatic winding up, liquidation and subsequent dissolution. As such, our shareholders could potentiallybe liable for any claims to the extent of distributions received by them pursuant to such process and any liability of our shareholdersmay extend beyond the date of such distribution. Accordingly, we cannot assure you that third parties, or us under the control of anofficial liquidator, will not seek to recover from our shareholders amounts owed to them by us.

Ifat any time we are deemed insolvent for the purposes of the Insolvency Act, 2003 of the British Virgin Islands, as amended, or supplemented(the “Insolvency Act”), (e.g., (i) we fail to comply with the requirements of a statutory demand that has not been set asideunder section 157 of the Insolvency Act; (ii) execution or other process issued on a judgment, decree or order of a British Virgin IslandsCourt in favor of a creditor of the company is returned wholly or partly unsatisfied; or (iii) either the value of the company’sliabilities exceeds its assets, or the company is unable to pay its debts as they fall due), we are required to immediately enter insolventliquidation. In these circumstances, a liquidator will be appointed who will give notice to our creditors inviting them to submit theirclaims for payment, by notifying known creditors (if any) who have not submitted claims and by placing a public advertisement in at leastone newspaper published in the British Virgin Islands and in at least one newspaper circulating in the location where the company hasits principal place of business, and taking any other steps he or she considers appropriate, after which our assets would be distributed.Following the process of insolvent liquidation, the liquidator will complete its final report and accounts and will then notify the Registrarof Corporate Affairs in the British Virgin Islands (the “Registrar”). The liquidator may determine that he or she requiresadditional time to evaluate creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims ofany creditors). Also, a creditor or shareholder may file a petition with the British Virgin Islands Court which, if successful, may resultin our liquidation being subject to the supervision of that court. Such events might delay distribution of some or all of our assetsto our public shareholders. In such liquidation proceedings, the funds held in our trust account may be included in our estate and subjectto the claims of third parties with priority over the claims of our shareholders. To the extent any such claims deplete the trust accountwe cannot assure you we will be able to return to our public shareholders the amounts otherwise payable to them.

Ifwe are deemed insolvent, then there are also limited circumstances where prior payments made to shareholders or other parties may bedeemed to be a “voidable transaction” for the purposes of the Insolvency Act if it was proved that immediately followingthe date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. A voidabletransaction would be, for these purposes, payments made as “unfair preferences” or “transactions at an undervalue.”Where a payment was a risk of being a voidable transaction, a liquidator appointed over an insolvent company could apply to the BritishVirgin Islands Court for an order, inter alia, for the transaction to be set aside as a voidable transaction in whole or in part. Furthermore,our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, therebyexposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims ofcreditors. We cannot assure you that claims will not be brought against us for these reasons.

Ourinitial shareholders have waived their right to participate in any liquidation distribution with respect to the initial shares. If weare unable to consummate a transaction within the required time period, upon notice from us, the trustee of the trust account will distributethe amount in our trust account to our public shareholders by way of redemption. Concurrently, we shall pay, or reserve for payment,from funds not held in trust, our liabilities and obligations, although we cannot assure you that there will be sufficient funds forsuch purpose. If there are insufficient funds held outside the trust account for such purpose, SB Capital Holding Corporation has agreedthat it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claimsof vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us and which havenot executed a waiver agreement. However, we cannot assure you that the liquidator will not determine that he or she requires additionaltime to evaluate creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors).We also cannot assure you that a creditor or shareholder will not file a petition with the British Virgin Islands Court which, if successful,may result in our liquidation being subject to the supervision of that court. Such events might delay distribution of some or all ofour assets to our public shareholders.

Holdersof warrants or rights will not have redemption rights if we are unable to complete an initial business combination within the requiredtime period.

Ifwe are unable to complete an initial business combination within the required time period and we redeem the funds held in the trust account,the warrants or rights will expire and holders will not receive any of such proceeds with respect to the warrants or rights.

Wehave no obligation to net cash settle the warrants or rights.

Inno event will we have any obligation to net cash settle the warrants or rights. Accordingly, the warrants or rights may expire worthless.

Ifwe do not maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of the redeemable warrants,public holders will only be able to exercise such redeemable warrants on a “cashless basis” which would result in a fewernumber of shares being issued to the holder had such holder exercised the redeemable warrants on a cash basis.

Exceptas set forth below, if we do not maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise ofthe warrants at the time that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless basis,”provided that an exemption from registration is available. As a result, the number of ordinary shares that a holder will receive uponexercise of its warrants will be fewer than it would have been had such holder exercised its warrant on a cash basis. Further,if an exemption from registration is not available, holders would not be able to exercise their warrants on a cashless basis and wouldonly be able to exercise their warrants on a cash basis if a current and effective prospectus relating to the ordinary sharesissuable upon exercise of the warrants is available. Under the terms of the warrant agreement, we have agreed to use our best effortsto meet these conditions and to maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise ofthe warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so. If we are unable to doso, the potential “upside” of the holder’s investment in our company may be reduced or the warrants may expire worthless.Notwithstanding the foregoing, the private warrants may be exercisable for unregistered ordinary shares for cash even if the prospectusrelating to the ordinary shares issuable upon exercise of the warrants is not current and effective.

Aninvestor will only be able to exercise warrants if the issuance of ordinary shares upon such exercise has been registered or qualifiedor is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

Nowarrants will be exercisable on a cash basis and we will not be obligated to issue ordinary shares unless the ordinary sharesissuable upon such exercise have been registered or qualified or deemed to be exempt under the securities laws of the state of residenceof the holder of the warrants. At the time that the warrants become exercisable, we expect to continue to be listed on a national securitiesexchange, which would provide an exemption from registration in every state. However, we cannot assure you of this fact. If the ordinaryshares issuable upon exercise of the warrants are not qualified or exempt from qualification in the jurisdictions in which the holdersof the warrants reside, the warrants may be deprived of any value, the market for the warrants may be limited and they may expire worthlessif they cannot be sold.

Becauseeach unit offered in this offering contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units maybe worth less than units of other blank check companies.

Eachunit offered in this offering contains one-half of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrantswill be issued upon separation of the units, and only whole units will trade. This is different from other offerings similar to ourswhose units include one ordinary share and one whole warrant to purchase one whole share. We have established the components of the unitsin this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants willbe exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchaseone whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Nevertheless, thisunit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

Wemay amend the terms of the warrants in a way that may be adverse to holders with the approval by the holders of a majority of the thenoutstanding warrants.

Ourwarrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of thewarrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The warrantagreement requires the approval by the holders of a majority of the then outstanding warrants (including the private warrants) inorder to make any change that adversely affects the interests of the registered holders.

We may amend the termsof 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 formunder a rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and us. The rights agreement providesthat 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 thatadversely affects the interests of the registered holders.

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

Ourwarrant agreement and rights agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arisingout of or relating in any way to the warrant agreement or rights agreement, including under the Securities Act, will be brought and enforcedin 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 irrevocablysubmit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waiveany objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstandingthe foregoing, these provisions of the warrant agreement and rights agreement will not apply to suits brought to enforce any liabilityor duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are thesole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants and rights shallbe deemed to have notice of and to have consented to the forum provisions in our warrant agreement and rights agreement. If any action,the subject matter of which is within the scope the forum provisions of the warrant agreement and rights agreement, is filed ina 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 “foreignaction”) in the name of any holder of our warrants or rights, such holder shall be deemed to have consented to: (x) the personaljurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such courtto enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant or rightsholder in any such enforcement action by service upon such warrant or rights holder’s counsel in the foreign action as agent forsuch warrant or rights holder.

Thischoice-of-forum provision may limit a warrant or rights holder’s ability to bring a claim in a judicial forum that it finds favorablefor disputes with our company, including by increasing the cost of such lawsuits to a warrant or rights holder, which may discouragesuch lawsuits. Alternatively, if a court were to find this provision of our warrant agreement and rights agreement inapplicable or unenforceablewith respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolvingsuch matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operationsand result in a diversion of the time and resources of our management and board of directors.

Sincewe have not yet selected a particular industry or target business with which to complete a business combination, we are unable to currentlyascertain the merits or risks of the industry or business in which we may ultimately operate.

Whilewe intend to focus our search for target businesses on specific locations and industries as described in this prospectus, we are notlimited to those locations and may consummate a business combination with a company in any location or industry we choose. Accordingly,there is no current basis for you to evaluate the possible merits or risks of the particular industry in which we may ultimately operateor the target business which we may ultimately acquire. To the extent we complete a business combination with a company in its developmentstage, we may be affected by numerous risks inherent in the business operations of those entities. If we complete a business combinationwith an entity in an industry characterized by a high level of risk, we may be affected by the currently unascertainable risks of thatindustry. Although our management will endeavor to evaluate the risks inherent in a particular industry or target business, we cannotassure you that we will properly ascertain or assess all of the significant risk factors. We also cannot assure you that an investmentin our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunitywere available, in a target business.

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

Pursuantto the NASDAQ listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to atleast 80% of the balance of the funds in the trust account (excluding any deferred underwriting discounts and commissions and taxes payableon the income earned on the trust account and less any interest earned thereon that is released to us for our taxes) at the time of theexecution of a definitive agreement for our initial business combination. This restriction may limit the type and number of companieswith which we may complete a business combination. If we are unable to locate a target business or businesses that satisfy this fairmarket value test, we may be forced to liquidate and you will only be entitled to receive your pro rata portion of the funds inthe trust account.

IfNASDAQ delists our securities from trading on its exchange after this offering, we would not be required to satisfy the fair market valuerequirement described above and could complete a business combination with a target business having a fair market value substantiallybelow 80% of the balance in the trust account.

Ourability to successfully effect a business combination and to be successful thereafter will be totally dependent upon the efforts of ourkey personnel, some of whom may join us following a business combination. While we intend to closely scrutinize any individuals we engageafter a business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

Ourability to successfully effect a business combination is dependent upon the efforts of our key personnel. We believe that our successdepends on the continued service of our key personnel, at least until we have consummated our initial business combination. We cannotassure you that any of our key personnel will remain with us for the immediate or foreseeable future. In addition, none of our officersare required to commit any specified amount of time to our affairs and, accordingly, they will have conflicts of interest in allocatingmanagement time among various business activities, including identifying potential business combinations and monitoring the related duediligence. We do not have employment agreements with, or key-man insurance on the life of, any of our officers. The unexpected loss ofthe services of our key personnel could have a detrimental effect on us.

Therole of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remainwith the target business in senior management or advisory positions following a business combination, it is likely that some or all ofthe management of the target business will remain in place or be hired after consummation of the business combination. While we intendto closely scrutinize any individuals we engage after a business combination, we cannot assure you that our assessment of these individualswill prove to be correct.

Theseindividuals may be unfamiliar with the requirements of operating a public company which could cause us to have to expend time and resourceshelping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatoryissues which may adversely affect our operations.

Ourofficers and directors may not have significant experience or knowledge regarding the jurisdiction or industry of the target businesswe may seek to acquire.

Wemay consummate a business combination with a target business in any geographic location or industry we choose. We cannot assure you thatour officers and directors will have enough experience or have sufficient knowledge relating to the jurisdiction of the target or itsindustry to make an informed decision regarding a business combination. If we become aware of a potential business combination outsideof the geographic location or industry where our officers and directors have the most experience, our management may retain consultantsand advisors with experience in such industries to assist in the evaluation of such business combination and in our determination ofwhether or not to proceed with such a business combination. However, our management is not required to engage consultants or advisorsin any situation. If they do not engage any consultants or advisors to assist them in the evaluation of a particular target businessor business combination, our management may not properly analyze the risks attendant with such target business or business combination.Even if our management does engage consultants or advisors to assist in the evaluation of a particular target business or business combination,we cannot assure you that such consultants or advisors will properly analyze the risks attendant with such target business or businesscombination. As a result, we may enter into a business combination that is not in our shareholders’ best interests.

Ourkey 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 a business combination and as a result, may cause them to haveconflicts of interest in determining whether a particular business combination is the most advantageous.

Ourkey personnel will be able to remain with the company after the consummation of a business combination only if they are able to negotiateemployment or consulting agreements or other arrangements in connection with the business combination. Such negotiations would take placesimultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in theform of cash payments and/or our securities for services they would render to the company after the consummation of the business combination.The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business.

Ourofficers and directors will allocate their time to other businesses thereby potentially limiting the amount of time they devote to ouraffairs. This conflict of interest could have a negative impact on our ability to consummate our initial business combination.

Ourofficers and directors are not required to commit their full time to our affairs, which could create a conflict of interest when allocatingtheir time between our operations and their other commitments. We presently expect each of our employees to devote such amount of timeas they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locatea potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination).We do not intend to have any full-time employees prior to the consummation of our initial business combination. All of our officers anddirectors are engaged in several other business endeavors and are not obligated to devote any specific number of hours to our affairs.If our officers’ and directors’ other business affairs require them to devote more substantial amounts of time to such affairs,it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate our initialbusiness combination. We cannot assure you these conflicts will be resolved in our favor.

Ourofficers and directors have pre-existing fiduciary and contractual obligations and accordingly, may have conflicts of interest in determiningto which entity a particular business opportunity should be presented.

Ourofficers and directors have pre-existing fiduciary and contractual obligations to other companies, including other companies that areengaged in business activities similar to those intended to be conducted by us. Accordingly, they may participate in transactions andhave obligations that may be in conflict or competition with our consummation of our initial business combination.

Asa result, a potential target business may be presented by our management team to another entity prior to its presentation to us and wemay not be afforded the opportunity to engage in a transaction with such target business. For a more detailed description of the pre-existingfiduciary and contractual obligations of our management team, and the potential conflicts of interest that such obligations may present,see the section titled “Management — Conflicts of Interest.”

Ourofficers’ and directors’ personal and financial interests may influence their motivation in determining whether a particulartarget business is appropriate for a business combination.

Ourofficers and directors have waived their right to convert (or sell to us in any tender offer) their insider shares or any other ordinaryshares acquired in this offering or thereafter (although none of these insiders have indicated any intention to purchase units in thisoffering or thereafter), or to receive distributions with respect to their insider shares upon our liquidation if we are unable to consummateour initial business combination. Our sponsor, has also waived its right to convert (or sell to us in any tender offer) its private sharesor any other ordinary shares acquired in this offering or thereafter (although it has not indicated any intention to purchase units inthis offering or thereafter), or to receive distributions with respect to their private shares upon our liquidation if we are unableto consummate our initial business combination. Accordingly, these securities will be worthless if we do not consummate our initial businesscombination. In addition, our officers and directors may loan funds to us after this offering and may be owed reimbursement for expensesincurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination.The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selectinga target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifyingand selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timingof a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would bea breach of their fiduciary duties to us as a matter of British Virgin Islands law and we might have a claim against such individuals.However, we might not ultimately be successful in any claim we may make against them for such reason.

Pastperformance by our management team and our sponsor may not be indicative of future performance of an investment in us.

Informationregarding performance by, or businesses associated with our management team and our sponsor and its affiliates is presented for informationalpurposes only. Past performance by our management team and our sponsor is not a guarantee either (i) of success with respect to any businesscombination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You shouldnot rely on the historical record of our management team’s or our sponsor’s respective performance as indicative of our futureperformance of an investment in us or the returns we will, or are likely to, generate going forward. Furthermore, an investment in usis not an investment in our sponsor or its affiliates.

NASDAQmay delist our securities from trading on its exchange which could limit investors’ ability to make transactions in our securitiesand subject us to additional trading restrictions.

Weanticipate that our securities will be listed on the NASDAQ Global Market, a national securities exchange, upon consummation of thisoffering. Although, after giving effect to this offering, we expect to meet on a pro forma basis the minimum initial listing standardsof NASDAQ, which generally only requires that we meet certain requirements relating to shareholders’ equity, market capitalization,aggregate market value of publicly held shares and distribution requirements, we cannot assure you that our securities will continueto be listed on NASDAQ in the future or prior to an initial business combination. Additionally, in connection with our initial businesscombination, it is likely that NASDAQ will require us to file a new initial listing application and meet its initial listing requirementsas opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listingrequirements at that time.

IfNASDAQ delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

Wemay only be able to complete one business combination with the proceeds of this offering, which will cause us to be solely dependenton a single business which may have a limited number of products or services.

Wemay only be able to complete one business combination with the proceeds of this offering. By consummating a business combination withonly a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further,we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike otherentities which may have the resources to complete several business combinations in different industries or different areas of a singleindustry. Accordingly, the prospects for our success may be:

Thislack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have asubstantial adverse impact upon the particular industry in which we may operate subsequent to a business combination.

Alternatively,if we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for eachof such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations,which may make it more difficult for us, and delay our ability, to complete the 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 diligenceinvestigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operationsand 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.

Theability of our public shareholders to exercise their redemption rights or sell their public shares to us in a tender offer may not allowus to effectuate the most desirable business combination or optimize our capital structure.

Ifour business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how manypublic shareholders may exercise redemption rights or seek to sell their public shares to us in a tender offer, we may either need toreserve part of the trust account for possible payment upon such conversion, or we may need to arrange third party financing to helpfund our business transaction. In the event that the business combination involves the issuance of our shares as consideration, we maybe required to issue a higher percentage of our shares to make up for a shortfall in funds. Raising additional funds to cover any shortfallmay involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuatethe most attractive business combination available to us.

Wemay be unable to consummate a business combination if a target business requires that we have cash in excess of the minimum amount weare required to have at closing and public shareholders may have to remain shareholders of our company and wait until our liquidationto receive a pro rata share of the trust account or attempt to sell their shares in the open market.

Apotential target may make it a closing condition to our business combination that we have a certain amount of cash in excess of the $5,000,001of net tangible assets we are required to have pursuant to our organizational documents available at the time of closing. If the numberof our shareholders electing to exercise their redemption rights or sell their shares to us in a tender offer has the effect of reducingthe amount of money available to us to consummate a business combination below such minimum amount required by the target business andwe are not able to locate an alternative source of funding, we will not be able to consummate such business combination and we may notbe able to locate another suitable target within the applicable time period, if at all. In that case, public shareholders may have toremain shareholders of our company and wait the full nine months (or up to 21 months if we have extended the period of time asdescribed in this prospectus) in order to be able to receive a pro rata portion of the trust account, or attempt to sell theirshares in the open market prior to such time, in which case they may receive less than a pro rata share of the trust account fortheir shares and suffer an entire loss on your investment.

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

Weintend to hold a shareholder vote before we consummate our initial business combination. However, if a shareholder vote is not required,for business or legal reasons, we may conduct conversions via a tender offer and not offer our shareholders the opportunity to vote ona proposed business combination. Accordingly, we may consummate our initial business combination even if holders of a majority of ourpublic shares do not approve of the business combination.

Inconnection with any meeting held to approve an initial business combination, we will offer each public shareholder the option to votein favor of a proposed business combination and still seek conversion of his, her or its public shares, which may make it more likelythat we will consummate a business combination.

Inconnection with any meeting held to approve an initial business combination, we will offer each public shareholder the right to havehis, her or its public shares converted to cash (subject to the limitations described elsewhere in this prospectus) regardless of whethersuch shareholder votes for or against such proposed business combination. Furthermore, we will consummate our initial business combinationonly if we have net tangible assets of at least $5,000,001 upon such consummation and a majority of the issued and outstanding sharesvoted are voted in favor of the business combination. Accordingly, public shareholders owning shares sold in this offering may exercisetheir redemption rights and we could still consummate a proposed business combination so long as a majority of shares voted at the meetingare voted in favor of the proposed business combination. This is different than other similarly structured blank check companies whereshareholders are offered the right to convert their shares only when they vote against a proposed business combination. This is alsodifferent than other similarly structured blank check companies where there is a specific number of shares sold in the offering whichmust not exercise redemption rights for the company to complete a business combination. The lack of such a threshold and the abilityto seek conversion while voting in favor of a proposed business combination may make it more likely that we will consummate our initialbusiness combination.

Inconnection with any shareholder meeting called to approve a proposed initial business combination, we may require shareholders who wishto convert their public shares to comply with specific requirements for conversion that may make it more difficult for them to exercisetheir redemption rights prior to the deadline for exercising their rights.

Inconnection with any shareholder meeting called to approve a proposed initial business combination, each public shareholder will havethe right, regardless of whether it is voting for or against such proposed business combination, to demand that we convert its publicshares into a share of the trust account. Such conversion will be effectuated under British Virgin Islands law and our amended and restatedmemorandum and articles of association as a redemption of the shares, with the redemption price to be paid being the applicable prorata portion of the monies held in the trust account. We may require public shareholders who wish to convert their public sharesin connection with a proposed business combination to either tender their certificates (if any) to our transfer agent or to deliver theirshares to the transfer agent electronically using the Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal AtCustodian) System, at the holder’s option, at any time at or prior to the vote taken at the shareholder meeting relating to suchbusiness combination. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and ourtransfer agent will need to act to facilitate this request. It is our understanding that shareholders should generally allot at leasttwo weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or overthe brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. It is also our understandingthat it takes a short time to deliver shares through the DWAC System. However, this too may not be the case. Accordingly, if it takeslonger than we anticipate for shareholders to deliver their shares, shareholders who wish to convert may be unable to meet the deadlinefor exercising their redemption rights and thus may be unable to convert their shares.

Investorsmay not have sufficient time to comply with the delivery requirements for conversion.

Pursuantto our amended and restated memorandum and articles of association, we are required to give a minimum of only ten days’ noticefor each general meeting. As a result, if we require public shareholders who wish to convert their public shares into the right to receivea pro rata portion of the funds in the trust account to comply with specific delivery requirements for conversion, holders maynot have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercisetheir redemption rights and may be forced to retain our securities when they otherwise would not want to.

Ifwe require public shareholders who wish to convert their public shares to comply with the delivery requirements for conversion, suchconverting shareholders may be unable to sell their securities when they wish to in the event that the proposed business combinationis not approved.

Ifwe require public shareholders who wish to convert their public shares to comply with specific delivery requirements for conversion describedabove and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public shareholders.Accordingly, investors who attempted to convert their shares in such a circumstance will be unable to sell their securities after thefailed acquisition until we have returned their securities to them. The market price for our shares may decline during this time andyou may not be able to sell your securities when you wish to, even while other shareholders that did not seek conversion may be ableto sell their securities.

Becauseof our limited resources and structure, other companies may have a competitive advantage and we may not be able to consummate an attractivebusiness combination.

Weexpect to encounter intense competition from entities other than blank check companies having a business objective similar to ours, includingventure capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well establishedand have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitorspossess greater technical, human and other resources than we do, and our financial resources will be relatively limited when contrastedwith those of many of these competitors. While we believe that there are numerous potential target businesses that we could acquire withthe net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by our availablefinancial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.Furthermore, seeking shareholder approval of a business combination may delay or prevent the consummation of a transaction, a risk atarget business may not be willing to accept. Additionally, our outstanding warrants and rights, and the future dilution they potentiallyrepresent, may not be viewed favorably by certain target businesses. Any of the foregoing may place us at a competitive disadvantagein successfully negotiating a business combination.

Ourinitial shareholders control a substantial interest in us and thus may influence certain actions requiring a shareholder vote, potentiallyin a manner that you do not support.

Uponconsummation of our offering and the private placement, our initial shareholders will collectively own approximately 22.6% ofour issued and outstanding ordinary shares (assuming they do not purchase any units in this offering and no over-allotment option isexercised). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner thatyou do not support, including amendments to our memorandum and articles of association. None of our officers, directors, initial shareholdersor their affiliates has indicated any intention to purchase units in this offering or any units or ordinary shares from persons in theopen market or in private transactions (other than the private units). However, if our initial shareholders purchase any units in thisoffering or if our officers, directors, initial shareholders or their affiliates determine in the future to make such purchases in theopen market or in private transactions, to the extent permitted by law, in order to assist us in consummating our initial business combination,this would increase their control. Factors that would be considered in making such additional purchases would include consideration ofthe current trading price of our ordinary shares. In connection with any vote for a proposed business combination, all of our initialshareholders, as well as all of our officers and directors, have agreed to vote the ordinary shares owned by them immediately beforethis offering as well as any ordinary shares acquired in this offering or in the aftermarket in favor of such proposed business combination.

Thereis no requirement under the Companies Act for us to hold annual or general meetings to elect directors. Accordingly, shareholders wouldnot have the right to such a meeting or election of directors, unless the holders of not less than 10% of the voting rights of our companyrequest such a meeting. As a result, it is unlikely that there will be an annual general meeting to elect new directors prior to theconsummation of a business combination, in which case all of the current directors will continue in office until at least the consummationof the business combination. Accordingly, you may not be able to exercise your voting rights for up to 21 months. Accordingly, our initialshareholders will continue to exert control at least until the consummation of a business combination.

Ourinitial shareholders paid an aggregate of $25,000, or approximately $0.01 per share, for the insider shares and, accordingly, you willexperience immediate and substantial dilution from the purchase of our ordinary shares.

Thedifference between the public offering price per share and the pro forma net tangible book value per share after this offering constitutesthe dilution to the investors in this offering. Our initial shareholders acquired their insider shares at a nominal price, significantlycontributing to this dilution. Upon consummation of this offering, you and the other new investors will incur an immediate and substantialdilution of approximately 98.21% or $8.93 per share (the difference between the public offering price per share and the pro forma nettangible book value per share of $0.16 per share. This is because investors in this offering will be contributing approximately 95.50%of the total amount paid to us for our outstanding securities after this offering but will only own approximately 78.50% of our outstandingsecurities. Accordingly, the per-share purchase price you will be paying substantially exceeds our per share net tangible book value.

Ouroutstanding warrants and rights or the conversion of the promissory notes upon consummation of our business combination into privateunits may have an adverse effect on the market price of our ordinary shares and make it more difficult to effect a business combination.

Wewill be issuing warrants and rights that will result in the issuance of up to 3,600,000 ordinary shares as part of the units offeredby this prospectus and private warrants and rights that will result in the issuance of an additional 168,000 ordinary shares. Further,in order to meet our working capital needs following the consummation of this offering until completion of an initial business combinationor to extend the period of time to consummate a business combination, our initial shareholders, officers and directors or their affiliatesmay, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their solediscretion. Each loan would be evidenced by a promissory note. The promissory note would either be paid upon consummation of our initialbusiness combination, without interest, or, at the lender’s discretion, up to $600,000 of the promissory note may be convertedupon consummation of our business combination into private units at a price of $10.00 per unit. As such, each promissory notes will resultin the issuance of 60,000 private units that will result in the issuance of up to an additional 96,000 ordinary shares. The potentialfor the issuance of a substantial number of additional shares upon exercise of the warrants or conversion of the rights could make usa less attractive acquisition vehicle in the eyes of a target business. Such securities, when converted, will increase the number ofissued and outstanding ordinary shares and reduce the value of the shares issued to complete the business combination. Accordingly, ourwarrants or rights may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants or rights could have an adverse effecton the market price for our securities or on our ability to obtain future financing. If to the extent these warrants are exercised andthese rights are converted, you may experience dilution to your holdings.

Ifour shareholders exercise their registration rights with respect to their securities, it may have an adverse effect on the market priceof our ordinary shares and the existence of these rights may make it more difficult to effect a business combination.

Ourinitial shareholders are entitled to make a demand that we register the resale of their insider shares (1,725,000 ordinary shares, includingup to an aggregate of 225,000 ordinary shares subject to forfeiture by our sponsor to the extent that the underwriters’over-allotment option is not exercised in full or in part) at any time commencing three months prior to the date on which their sharesmay be released from escrow. Additionally, the purchasers of the private units and our initial shareholders, officers and directors areentitled to demand that we register the resale of the 280,000 ordinary shares (or 298,000 ordinary shares if the overallotment is exercisedin full) underlying the private units, 140,000 ordinary shares (or 149,000 ordinary shares if the overallotment is exercised in full)underlying the private warrants, 28,000 (or 29,800 ordinary shares if the overallotment is exercised in full) ordinary shares underlyingthe private rights and any securities our initial shareholders, officers, directors or their affiliates may be issued in payment of workingcapital loans or loans to extend our life made to us at any time after we consummate a business combination. The presence of these additionalsecurities trading in the public market may have an adverse effect on the market price of our securities. In addition, the existenceof these rights may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business,as the shareholders of the target business may be discouraged from entering into a business combination with us or will request a higherprice for their securities because of the potential effect the exercise of such rights may have on the trading market for our ordinaryshares.

Ifwe are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities maybe restricted, which may make it difficult for us to complete a business combination.

Acompany that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the businessof investing, reinvesting, owning, trading or holding certain types of securities would be deemed an investment company under the InvestmentCompany Act of 1940. Since we will invest the proceeds held in the trust account only in United States government treasury bills, notesor bonds having a maturity of 180 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgatedunder the Investment Company Act of 1940 and that invest solely in United States treasuries, we believe that we will not be consideredto be an investment company pursuant to the exemption provided in Rule 3a-1 promulgated under the Investment Company Act of 1940.

Ifwe are nevertheless deemed to be an investment company under the Investment Company Act of 1940, we may be subject to certain restrictionsthat may make it more difficult for us to complete a business combination, including:

Inaddition, we may have imposed upon us certain burdensome requirements, including:

Compliancewith these additional regulatory burdens would require additional expense that we have not provided for.

Wemay not seek an opinion from an unaffiliated third party as to the fair market value of the target business we acquire.

Weare not required to obtain an opinion from an unaffiliated third party that the target business we select has a fair market value inexcess of at least 80% of the balance of the trust account (excluding any deferred underwriting discounts and commissions and taxes payableon the income earned on the trust account) unless our board of directors cannot make such determination on its own. We are also not requiredto obtain an opinion from an unaffiliated third party indicating that the price we are paying is fair to our shareholders from a financialpoint of view unless the target is affiliated with our officers, directors, initial shareholders or their affiliates. If no opinion isobtained, our shareholders will be relying on the judgment of our board of directors, whose collective experience in business evaluationsfor blank check companies like ours is not significant. Furthermore, our directors may have a conflict of interest in analyzing the transactiondue to their personal and financial interests.

Wemay acquire a target business that is affiliated with our officers, directors, initial shareholders or their affiliates.

Whilewe do not currently intend to pursue an initial business combination with a company that is affiliated with our officers, directors,initial shareholders or their affiliates, we are not prohibited from pursuing such a transaction, nor are we prohibited from consummatinga business combination where any of our officers, directors, initial shareholders or their affiliates acquire a minority interest inthe target business alongside our acquisition, provided in each case we obtain an opinion from an unaffiliated third party indicatingthat the price we are paying is fair to our shareholders from a financial point of view. These affiliations could cause our officersor directors to have a conflict of interest in analyzing such transactions due to their personal and financial interests.

Thedetermination of the offering price of our units is more arbitrary than the pricing of securities for an operating company in a particularindustry.

Priorto this offering there has been no public market for any of our securities. The public offering price of the units and the terms of thewarrants and rights were negotiated between us and the representative of the underwriters. Factors considered in determining the pricesand terms of the units, including the ordinary shares, warrants and rights underlying the units, include:

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

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

Thereis currently no market for our securities. Shareholders therefore have no access to information about prior market history on which tobase their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potentialbusiness combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never developor, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

Becausewe are incorporated under the laws of the British Virgin Islands, our principal office is located in Singapore and all of our executiveofficers and directors are located outside the United States, you may face difficulties in protecting your interests, and your abilityto protect your rights through the U.S. Federal or state courts may be limited.

Weare a company incorporated under the laws of the British Virgin Islands and our principal office is located in Singapore. In addition,all of our executive officers and directors are located outside of the United States and are nationals or residents of jurisdictionsother than the United States, and all or a substantial portion of their assets are located outside of the United States. Mr. Hin Wing(Simon) Wong, our Chief Executive Officer, Chief Financial Officer, chairman of the board of directors and director, is a permanentresident of Hong Kong; Dr. Man Kai (Anthony) Ho, our Chief Operating Officer and director, is a permanent resident of Canada andHong Kong; Mr. Pok Yu (Augustine) Chow, our independent director, is a permanent resident of Hong Kong and United Kingdom; Dr.Hiu Man (Elliott) Cheng, our independent director, is a permanent resident of Hong Kong; and Mr. Francis Chiu, our independent director,is a permanent resident of Hong Kong.

Asa result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforcejudgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securitieslaws of the United States or any state in the United States. A judgment of a United States court for civil liabilities predicated uponthe federal securities laws of the United States may not be enforceable in or recognized by the courts of the jurisdictions where ourdirectors and officers reside, and the judicial recognition process may be time-consuming. It may be difficult for you to enforce judgmentsobtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors.

Wehave appointed Cogency Global Inc., 122 East 42^nd Street, 18^th Floor New York, NY 10168 as our agent to receiveservice of process with respect to any action brought against us in the state or federal courts of the United States in connection withthis offering under the securities laws of the United States.

Ourcorporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the samemay be supplemented or amended from time to time) or the common law of the British Virgin Islands. The rights of shareholders to takeaction against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under BritishVirgin Islands law are to a large extent governed by the Companies Act and common law of the British Virgin Islands. The common law ofthe British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well asfrom English common law, and whilst the decisions of the English courts are of persuasive authority, they are not binding on a courtin the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British VirginIslands law are different from statutes or judicial precedent in some jurisdictions in the United States. In particular, the BritishVirgin Islands has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, havemore fully developed and judicially interpreted bodies of corporate law. In addition, while statutory provisions do exist in BritishVirgin Islands law for derivative actions to be brought in certain circumstances, shareholders in the British Virgin Islands companiesmay not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in whichany such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in therights of shareholders of a British Virgin Islands company being more limited than those of shareholders of a company organized in theUnited States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing hasoccurred.

Wehave been advised by our British Virgin Islands legal counsel that the courts of the British Virgin Islands are unlikely:

Thereis no statutory recognition in the British Virgin Islands of judgments obtained in the United States, although the courts of the BritishVirgin Islands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which maybe sued upon as a debt at common law so that no retrial of the issues would be necessary provided that:

Inappropriate circumstances, a British Virgin Islands Court may give effect in the British Virgin Islands to other kinds of final foreignjudgments such as declaratory orders, orders for performance of contracts and injunctions.

Asa result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions takenby management, members of the board of directors or controlling shareholders than they would as public shareholders of a United Statescompany.

Becausewe must furnish our shareholders with financial statements of the target business prepared in accordance with U.S. GAAP or IFRS as issuedby the IASB or reconciled to U.S. GAAP, we may not be able to complete an initial business combination with some prospective target businesses.

Wewill be required to provide historical and pro forma financial statement disclosure relating to our target business to our shareholders.These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally acceptedin the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting StandardsBoard, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance withthe standards of the Public Company Accounting Oversight Board (United States), or PCAOB. The financial statements may also be requiredto be prepared in accordance with U.S. GAAP for the Form 8-K announcing the closing of an initial business combination, which would needto be filed within four business days after closing. These financial statement requirements may limit the pool of potential target businesseswe may acquire.

Compliancewith the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources and may increase the time and costs ofcompleting an acquisition.

Section404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and report on our system of internal controls and may require us to havesuch system audited by an independent registered public accounting firm. If we fail to maintain the adequacy of our internal controls,we could be subject to regulatory scrutiny, civil or criminal penalties and/or shareholder litigation. Any inability to provide reliablefinancial reports could harm our business. A target business may also not be in compliance with the provisions of the Sarbanes-OxleyAct regarding the adequacy of internal controls. The development of the internal controls of any such entity to achieve compliance withthe Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. Furthermore, any failure to implementrequired new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processesand reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internalcontrols could also cause investors to lose confidence in our reported financial information, which could have a negative effect on thetrading price of our securities.

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

Weare an “emerging growth company,” as defined in the JOBS Act. We will remain an “emerging growth company” forup to five years. However, if within a three-year period we issued our non-convertible debt exceeds $1.0 billion or revenues exceeds$1.07 billion, or the market value of our ordinary shares that are held by non-affiliates exceeds $700 million on the last day of thesecond fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As anemerging growth company, we are not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-OxleyAct, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and we areexempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachutepayments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revisedaccounting standards that have different effective dates for public and private companies until those standards apply to private companies.As such, our financial statements may not be comparable to companies that comply with public company effective dates. We cannot predictif investors will find our shares less attractive because we may rely on these provisions. If some investors find our shares less attractiveas a result, there may be a less active trading market for our shares and our share price may be more volatile.

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

Aninvestment in this offering may involve adverse U.S. federal income tax consequences.

Aninvestment in this offering may involve adverse U.S. federal income tax consequences. For instance, there is a risk that an investor’sentitlement to receive payments in excess of the investor’s initial tax basis in our ordinary shares upon exercise of the investor’sconversion right or upon our liquidation of the trust account will result in constructive income to the investor, which could affectthe timing and character of income recognition and result in U.S. federal income tax liability to the investor without the investor’sreceipt of cash from us. Furthermore, because there are no authorities that directly address instruments similar to the units we areissuing in this offering, the allocation an investor makes with respect to the purchase price of the unit between the ordinary shares,warrants, and rights included in the units could be challenged by the IRS or the courts. See the section titled “Taxation UnitedStates Federal Income Taxation” for a summary of the material U.S. federal income tax consequences of an investment in our securities.Prospective investors are urged to consult their own tax advisors with respect to these and other tax consequences when purchasing, holdingor disposing of our securities.

Wehave also not sought a ruling from the Internal Revenue Service, or IRS, as to any U.S. federal income tax consequences described inthis prospectus. The IRS may disagree with the descriptions of U.S. federal income tax consequences described herein, and its determinationmay be upheld by a court. Any such determination could subject an investor or our company to adverse U.S. federal income tax consequencesthat would be different than those described in this prospectus. Accordingly, each prospective investor is urged to consult a tax advisorwith respect to the specific tax consequences of the acquisition, ownership and disposition of our securities, including the applicabilityand effect of state, local, or foreign tax laws, as well as U.S. federal tax laws.

Wemay qualify as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors.

Ingeneral, we will be treated as a passive foreign investment company (“PFIC”) for any taxable year in which either (1) atleast 75% of our gross income (looking through certain 25% or more-owned corporate subsidiaries) is passive income or (2) at least 50%of the average value of our assets (looking through certain 25% or more-owned corporate subsidiaries) is attributable to assets thatproduce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest,rents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portionthereof) that is included in the holding period of a U.S. Holder (as defined in the Section of this prospectus captioned “Taxation— United States Federal Income Taxation — General”) of our securities, the U.S. Holder may be subject to increasedU.S. federal income tax liability and may be subject to additional reporting requirements. Our actual PFIC status for our current taxableyear may depend on whether we qualify for the PFIC start-up exception (see the section of this prospectus captioned “Taxation —United States Federal Income Taxation — U.S. Holders — Passive Foreign Investment Company Rules”). Our actual PFICstatus for any taxable year, however, will not be determinable until after the end of such taxable year (or after the end of the start-upperiod, if later). Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any subsequenttaxable year. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules.

Theremay be tax consequences to our business combinations that may adversely affect us.

Whilewe expect to undertake any merger or acquisition so as to minimize taxes both to the acquired business and/or asset and us, such businesscombination might not meet the statutory requirements of a tax-free reorganization, or the parties might not obtain the intended tax-freetreatment upon a transfer of shares or assets. A reorganization that does not qualify as tax-free could result in the imposition of substantialtaxes on holders of our securities.

TheBritish Virgin Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressingconcerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits withoutreal economic activity. With effect from January 1, 2019, the Economic Substance (Companies and Limited Partnerships) Act, 2018 (the“ESA”) came into force in the British Virgin Islands introducing certain economic substance requirements for British VirginIslands tax resident companies which are engaged in certain “relevant activities”, which in the case of companies incorporatedbefore January 1, 2019 will apply in respect of financial years commencing June 30, 2019 onwards. However, it is not anticipated thatwe will be subject to any such requirements prior to any business combination and thereafter the company may still remain out of scopeof the legislation or else be subject to more limited substance requirements. Although it is presently anticipated that the ESA willhave little material impact on the company or its operations, as the legislation is new and remains subject to further clarificationand interpretation it is not currently possible to ascertain the precise impact of these legislative changes on the company.

Ifour management following a business combination is unfamiliar with United States securities laws, they may have to expend time and resourcesbecoming familiar with such laws which could lead to various regulatory issues.

Followinga business combination, our management will likely resign from their positions as officers of the company and the management of the targetbusiness at the time of the business combination will remain in place. We cannot assure you that management of the target business willbe familiar with United States securities laws. If new management is unfamiliar with our laws, they may have to expend time and resourcesbecoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adverselyaffect our operations.

Ifrestrictions on repatriation of earnings from the target business’ home jurisdiction to foreign entities are instituted, our businessfollowing a business combination may be materially negatively affected.

Itis possible that following an initial business combination, the home jurisdiction of the target business may have restrictions on repatriationsof earnings or additional restrictions may be imposed in the future. If they were, it could have a material adverse effect on our operations.

Oursearch for a business combination, and any target business with which we ultimately consummate a business combination, may be materiallyadversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.

Theoutbreak of the COVID-19 coronavirus has resulted in a widespread health crisis that has adversely affected the economies and financialmarkets worldwide. We may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limitthe ability to have meetings with potential investors, if the target company’s personnel, vendors and service providers are unavailableto negotiate and consummate a transaction in a timely manner, or if COVID-19 causes a prolonged economic downturn. The extent to whichCOVID-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 abilityto consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination,may be materially adversely affected.

Inaddition, our ability to consummate a business combination may be dependent on the ability to raise equity and debt financing which maybe impacted by COVID-19 and other events.

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

Atthe time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or moretarget businesses. Because our board of directors may consummate our initial business combination without seeking shareholder approval,public shareholders may not have the right or opportunity to vote on the business combination. Accordingly, if we do not seek shareholderapproval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercisingyour redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailedto our public shareholders in which we describe our business combination.

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

Wemay enter into a transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worthor a certain amount of cash. If too many public shareholders exercise their redemption rights, we may not be able to meet such closingcondition, and as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our publicshares in an amount that would cause our net tangible assets to be less than $5,000,001, either immediately prior to or upon consummationof the business combination and after payment of underwriters’ fees and commission or any greater net tangible asset or cash requirementwhich may be contained in the transaction agreement relating to the business combination. Consequently, if accepting all properly submittedredemption requests would cause our net tangible assets to be less than $5,000,001 upon consummation of the business combination andafter payment of underwriters’ fees and commissions or such greater amount necessary to satisfy a closing condition as describedabove, we would not proceed with such redemption and the related business combination and may instead search for an alternate businesscombination. Prospective targets would be aware of these risks and, thus, may be reluctant to enter into our initial business combinationtransaction with us.

Theability of a large number of our shareholders to exercise redemption rights may not allow us to consummate the most desirable businesscombination or optimize our capital structure.

Inconnection with the successful consummation of our business combination, we may redeem up to that number of ordinary shares that wouldpermit us to maintain net tangible assets of $5,000,001. If our business combination requires us to use substantially all of our cashto pay the purchase price, the redemption threshold may be further limited. Alternatively, we may need to arrange third party financingto help fund our business combination in case a larger percentage of shareholders exercise their redemption rights than we expect. Ifthe acquisition involves the issuance of our shares as consideration, we may be required to issue a higher percentage of our shares tothe target or its shareholders to make up for the failure to satisfy a minimum cash requirement. Raising additional funds to cover anyshortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our abilityto effectuate the most attractive business combination available to us.

Ifwe seek shareholder approval of our business combination, our sponsor, directors, officers, advisors and their affiliates may elect topurchase shares from shareholders, in which case they may influence a vote in favor of a proposed business combination that you do notsupport.

Ifwe seek shareholder approval of our business combination and we do not conduct redemptions in connection with our business combinationpursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiatedtransactions either prior to or following the consummation of our initial business combination. Such purchases will not be made if oursponsor, directors, officers, advisors or their affiliates are in possession of any material non-public information that has not beendisclosed to the selling shareholder. Such a purchase would include a contractual acknowledgement that such shareholder, although stillthe 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 transactionsfrom public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required torevoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by our sponsor, directors,officers, advisors or their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies,which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Thepurpose of such purchases would be to (1) increase the likelihood of obtaining shareholder approval of the business combination or (2)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 atthe closing of the business combination, where it appears that such requirement would otherwise not be met. This may result in the consummationof an initial business combination that may not otherwise have been possible.

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

Ifour sponsor, directors, officers, advisors or their affiliates purchase ordinary shares in the open market or in privately negotiatedtransactions, the public “float” of our ordinary shares and the number of beneficial holders of our securities would bothbe reduced, possibly making it difficult to maintain the listing or trading of our securities on a national securities exchange followingconsummation of the business combination.

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

Ourpublic shareholders shall be entitled to receive funds from the trust account only in the event of a redemption to public shareholdersprior to any winding up in the event we do not consummate our initial business combination or our liquidation, if they redeem their sharesin connection with an initial business combination that we consummate or if we seek to amend our memorandum and articles of associationto affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial businesscombination within nine months (or up to 21 months if we have extended the period of time as described in this prospectus) ofthe closing of this offering. In no other circumstances will a shareholder have any right or interest of any kind to the funds in thetrust account. Holders of warrants and rights will not have any right to the proceeds held in the trust account with respect to the warrantsand rights. Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.

Ifthe net proceeds of this offering not being held in the trust account are insufficient to allow us to operate for at least the next ninemonths (or up to 21 months if we have extended the period of time as described in this prospectus), we may be unable to completeour initial business combination.

Thefunds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next nine months(or up to 21 months if we have extended the period of time as described in this prospectus), assuming that our initial business combinationis not consummated during that time. Of the funds available to us, we could use a portion of the funds available to us to pay fees toconsultants 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 funda “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” aroundfor transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed businesscombination, although we do not have any current intention to do so. If we are unable to fund such down payments or “no shop”provisions, our ability to close a contemplated transaction could be impaired. Furthermore, if we entered into a letter of intent wherewe paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether asa result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respectto, a target business. If we are unable to complete our initial business combination, our public shareholders may only receive a prorata portion of the amount then in the trust account (which may be less than $10.00 per share) (whether or not the underwriters’over-allotment option is exercised in full) on our redemption.

Subsequentto our consummation of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairmentor other charges.

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

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

Inthe event that the proceeds in the trust account are reduced below $10.00 per share (whether or not the underwriters’ over-allotmentoption is exercised in full) and our sponsor, asserts that it is unable to satisfy its obligations or that it has no indemnificationobligations related to a particular claim, our independent directors would determine on our behalf whether to take legal action againstour sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal actionon our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors inexercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforcethese indemnification obligations on our behalf, the amount of funds in the trust account available for distribution to our public shareholdersmay be reduced below $10.00 per share.

Becausewe have not selected a particular business or specific geographic location or any specific target businesses with which to pursue ourinitial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.

Whilewe may pursue an acquisition opportunity in any business industry or sector, we intend to initially focus on those industries or sectorsthat complement our management team’s background. Except for the limitations that a target business have a fair market value ofat least 80% of the value of the trust account (excluding any taxes payable) and that we are not permitted to effectuate our initialbusiness combination with another blank check company or similar company with nominal operations, we will have virtually unrestrictedflexibility in identifying and selecting a prospective acquisition candidate. Because we have not yet identified or approached any specifictarget business with respect to our initial business combination, there is no basis to evaluate the possible merits or risks of any particulartarget business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent weconsummate 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 maybe affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although ourofficers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain orassess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risksmay be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact atarget business. In addition, investors will be relying on the business judgment of our board of directors, which will have significantdiscretion in choosing the standard used to establish the fair market value of a particular target business. An investment in our sharesmay not ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in an acquisitiontarget.

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

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

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

Althoughwe have identified specific criteria and guidelines for evaluating prospective target businesses, it is possible that a target businesswith which we enter into our initial business combination will not have all of these positive attributes. If we consummate our initialbusiness combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as acombination with a business that does meet all of our general criteria and guidelines. In addition, if we announce our initial businesscombination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise theirredemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have aminimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law or Nasdaq,or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholderapproval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unableto complete our initial business combination, our public shareholders may only receive $10.00 per share or even less (whether or notthe underwriters’ over-allotment option is exercised in full) on our redemption, and our warrants and rights will expire worthless.

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

Subjectto the requirement that our initial business combination must be with one or more target businesses or assets having an aggregate fairmarket value of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter intosuch initial business combination, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisitioncandidate. Investors will be relying on management’s ability to identify business combinations, evaluate their merits, conductor monitor diligence and conduct negotiations. Management’s flexibility in identifying and selecting a prospective acquisitioncandidate, along with management’s financial interest in consummating our initial business combination, may lead management toenter into an acquisition agreement that is not in the best interest of our shareholders, which would be the case if the trading priceof our ordinary shares after giving effect to such business combination was less than the per-share trust liquidation value that ourshareholders would have received if we had dissolved without consummating our initial business combination.

Resourcescould be wasted in researching acquisitions that are not consummated.

Weanticipate 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 theproposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, wemay fail to consummate our initial business combination for any number of reasons including those beyond our control. Any such eventwill result in a loss to us of the related costs incurred, which could materially adversely affect subsequent attempts to locate andacquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may onlyreceive $10.00 per share or even less (whether or not the underwriters’ over-allotment option is exercised in full) on our redemption,and our warrants and rights will expire worthless.

Wemay attempt to consummate our initial business combination with a private company about which little information is available.

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

Wemay not be able to maintain control of a target business after our initial business combination.

Wemay structure our initial business combination to acquire less than 100% of the equity interests or assets of a target business, butwe will only consummate such business combination if we will become the majority shareholder of the target (or control the target throughcontractual arrangements in limited circumstances for regulatory compliance purposes) or are otherwise not required to register as aninvestment company under the Investment Company Act or to the extent permitted by law we may acquire interests in a variable interestentity, in which we may have less than a majority of the voting rights in such entity, but in which we are the primary beneficiary. Eventhough we may own a majority interest in the target, our shareholders prior to the business combination may collectively own a minorityinterest in the post business combination company, depending on valuations ascribed to the target and us in the business combinationtransaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of theoutstanding capital stock of a target. In this case, we acquire a 100% controlling interest in the target. However, as a result of theissuance of a substantial number of new shares, our shareholders immediately prior to such transaction could own less than a majorityof our outstanding shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdingsresulting 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 we will not be able to maintain our control of the target business.

Apublic shareholder who fails to vote either in favor of or against a proposed business combination will not be able to have his sharesredeemed for cash.

Inorder for a public shareholder to have his shares redeemed for cash in connection with any proposed business combination, that publicshareholder must vote either in favor of or against a proposed business combination. If a public shareholder fails to vote in favor ofor against a proposed business combination, whether that shareholder abstains from the vote or simply does not vote, that shareholderwould not be able to have his ordinary shares so redeemed to cash in connection with such business combination.

RisksAssociated with Acquiring and Operating a Business Outside of the United States

Wemay effect a business combination with a company located outside of the United States and if we do, we would be subject to a varietyof additional risks that may negatively impact our business operations and financial results.

Ifwe consummate a business combination with a target business located outside of the United States, we would be subject to any specialconsiderations or risks associated with companies operating in the target business’ governing jurisdiction, including any of thefollowing:

Wecannot assure you that we would be able to adequately address these additional risks. If we were unable to do so, our operations mightsuffer.

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

Managinga business, operations, personnel or assets in another country is challenging and costly. Any management that we may have (whether basedabroad 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 managingcross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic business) and maynegatively impact our financial and operational performance.

Ifsocial unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, or policy changes or enactmentsoccur in a country in which we may operate after we effect our initial business combination, it may result in a negative impact on ourbusiness.

Politicalevents in another country may significantly affect our business, assets or operations. Social unrest, acts of terrorism, regime changes,changes in laws and regulations, political upheaval, and policy changes or enactments could negatively impact our business in a particularcountry.

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

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

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

Delaywith 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.

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

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

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

Therelationship 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 relationsbetween the two countries and result in retaliatory countermeasures by the foreign government in industries that may affect our ultimatetarget business. Changes in political conditions in foreign countries and changes in the state of U.S. relations with such countriesare difficult to predict and could adversely affect our operations or cause potential target businesses or their goods and services tobecome less attractive. Because we are not limited to any specific industry, there is no basis for investors in this offering to evaluatethe possible extent of any impact on our ultimate operations if relations are strained between the United States and a foreign countryin which we acquire a target business or move our principal manufacturing or service operations.

Ifany dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S.

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

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

Ifwe initiate a business combination outside of the United States, after our initial business combination, substantially all of our assetsmay be located in another foreign country and substantially all of our revenue may be derived from our operations in such country. Theeconomic, political and social conditions, as well as government policies, of the country in which our operations are located could affectour business. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there maybe less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adverselyaffect our ability to find an attractive target business with which to consummate our initial business combination and if we effect ourinitial business combination, the ability of that target business to become profitable.

Currencypolicies may cause a target business’ ability to succeed in the international markets to be diminished.

Inthe event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, the dollar equivalentof our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The valueof 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 businessor, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if acurrency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a targetbusiness as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

Corporategovernance standards in other countries may not be as strict or developed as in the United States and such weakness may hide issues andoperational practices that are detrimental to a target business.

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

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thestatements contained in this prospectus that are not purely historical are forward-looking statements. Our forward-looking statementsinclude, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategiesregarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events orcircumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,”“continue,” “could,” “estimate,” “expect,” “intends,” “may,”“might,” “plan,” “possible,” “potential,” “predicts,” “project,”“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these wordsdoes not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statementsabout our:

Theforward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developmentsand their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptionsthat may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.”Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results mayvary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise anyforward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicablesecurities laws.

NOTEREGARDING OUR CHOICE OF BRITISH VIRGIN ISLANDS AND
THE ENFORCEABILITY OF CIVIL LIABILITIES

Reasonsfor our Choice of Incorporating in the British Virgin Islands

Weare incorporated in the British Virgin Islands because of the following benefits we believe are found there:

However,the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides significantly lessprotection to investors, and British Virgin Islands companies may not have standing to sue before the federal courts of the United States.

Webelieve the disadvantages of incorporating in the British Virgin Islands are outweighed by the benefits to us and our investors of suchincorporation.

Enforceabilityof Civil Liabilities

Weare a company incorporated under the laws of the British Virgin Islands and therefore, located and administered from outside of the UnitedStates. The proceeds we receive from this offering will be held in U.S. Dollars and deposited in a trust account at Bank of AmericaMerrill Lynch in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. The trust accountwill be governed by an Investment Management Trust Agreement between us and Continental Stock Transfer & Trust Company. OurU.S. agent for service of process is National Corp. However, it may be difficult for investors to effect service of process on us orour officers or directors within the United States in a way that will permit a U.S. court to have jurisdiction over us. The majorityof our assets may be located outside the United States after we consummate our first business combination.

Ourcorporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the samemay be supplemented or amended from time to time) or the common law of the British Virgin Islands. The rights of shareholders to takeaction against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under BritishVirgin Islands law are to a large extent governed by the Companies Act and common law of the British Virgin Islands. The common law ofthe British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well asfrom English common law, and whilst the decisions of the English courts are of persuasive authority, they are not binding on a courtin the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British VirginIslands law are different from statutes or judicial precedent in some jurisdictions in the United States. In particular, the BritishVirgin Islands has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, havemore fully developed and judicially interpreted bodies of corporate law. In addition, while statutory provisions do exist in BritishVirgin Islands law for derivative actions to be brought in certain circumstances, shareholders in the British Virgin Islands companiesmay not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in whichany such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in therights of shareholders of a British Virgin Islands company being more limited than those of shareholders of a company organized in theUnited States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing hasoccurred.

UnderBritish Virgin Islands law, the directors owe fiduciary duties at both common law and under statute, including a statutory duty to acthonestly, in good faith and with a view to what the directors believe are our best interests. When exercising powers or performing dutiesas a director, the director is required to exercise the care, diligence and skill that a reasonable director would exercise in the circumstancestaking into account, without limitation the nature of the company, the nature of the decision and the position of the director and thenature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers fora proper purpose and shall not act or agree to the company acting in a manner that contravenes our memorandum and articles of associationor the Companies Act.

Incertain limited circumstances, a shareholder has the right to seek various remedies against the company in the event the directors arein breach of their duties under the Companies Act. Pursuant to Section 184B of the Companies Act, if a company or director of a companyengages in, proposes to engage in or has engaged in, conduct that contravenes the provisions of the Companies Act or the memorandum orarticles of association of the company, the courts of the British Virgin Islands may, on application of a shareholder or director ofthe company, make an order directing the company or director to comply with, or restraining the company or director from engaging inconduct that contravenes the Companies Act or the memorandum or articles. Furthermore, pursuant to section 184I(1) of the Companies Acta shareholder of a company who considers that the affairs of the company have been, are being or likely to be, conducted in a mannerthat is, or any acts of the company have been, or are likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to himin that capacity, may apply to the courts of the British Virgin Islands for an order which, inter alia, can require the company or anyother person to pay compensation to the shareholders.

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

Wehave been advised by our British Virgin Islands legal counsel that the courts of the British Virgin Islands are unlikely:

Thecourts of the British Virgin Islands will not necessarily enter judgments in original actions brought in those courts predicated on U.S.federal or state securities laws. Additionally, we have been advised by British Virgin Islands Counsel that there is no statutory enforcementin the British Virgin Islands of judgments obtained in the United States, however, the courts of the British Virgin Islands will in certaincircumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at commonlaw so that no retrial of the issues would be necessary provided that: (i) the U.S. court issuing the judgment had jurisdiction in thematter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and wasduly served with process; (ii) the U.S. judgment is final and for a liquidated sum; (iii) the judgment given by the U.S. court was notin respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; (iv) in obtaining judgment there was nofraud on the part of the person in whose favor judgment was given or on the part of the court; (v) recognition or enforcement of thejudgment would not be contrary to public policy in the British Virgin Islands; and (vi) the proceedings pursuant to which judgment wasobtained were not contrary to natural justice.

Inappropriate circumstances, a British Virgin Islands Court may give effect in the British Virgin Islands to other kinds of final foreignjudgments such as declaratory orders, orders for performance of contracts and injunctions.

Asa result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions takenby management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

Inaddition, our directors and officers are nationals or residents of Canada, United Kingdom and Hong Kong and all or a substantial portionof their assets are located in the aforementioned locations, and following our initial business combination, the majority of our assetsmay be located outside the United States.

USEOF PROCEEDS

Weestimate that the net proceeds of this offering, in addition to the funds we will receive from the sale of the private units (all ofwhich will be deposited into the trust account), will be as set forth in the following table:

Oursponsor has agreed to purchase an aggregate of 280,000 private units at a price of $10.00 per private unit ($2,800,000 in the aggregate)in a private placement that will occur simultaneously with the closing of this offering. Our sponsor has further agreed that if the over-allotmentoption is exercised by the underwriters, it will purchase from us at a price of $10.00 per private unit an additional number of privateunits (up to a maximum of 18,000 private units) pro rata with the amount of the over-allotment option exercised so that at least$10.00 per share sold to the public in this offering is held in trust regardless of whether the over-allotment option is exercised infull or part. These additional private units will be purchased in a private placement that will occur simultaneously with the purchaseof units resulting from the exercise of the over-allotment option. All of the proceeds we receive from these purchases will be placedin the trust account described below.

$60,000,000,or $69,000,000 if the over-allotment option is exercised in full, of the net proceeds of this offering and the sale of the private unitswill be placed in an account at Bank of America Merrill Lynch in the United States, maintained by Continental Stock Transfer& Trust Company, New York, New York, as trustee. Pursuant to the investment management trust agreement that will govern the investmentof such funds, the trustee, upon our written instructions, will direct Bank of America Merrill Lynch to invest the funds as setforth in such written instructions and to custody the funds while invested and until otherwise instructed in accordance with the investmentmanagement trust agreement. The funds held in trust will be invested only in United States government treasury bills, bonds or noteshaving a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under theInvestment Company Act of 1940 and that invest solely in United States government treasuries, so that we are not deemed to be an investmentcompany under the Investment Company Act. Except with respect to interest earned on the funds held in the trust account that may be releasedto us to pay our income or other tax obligations, the proceeds will not be released from the trust account until the earlier of the completionof a business combination or our liquidation. The proceeds held in the trust account may be used as consideration to pay the sellersof a target business with which we complete a business combination to the extent not used to pay converting shareholders. Any amountsnot paid as consideration to the sellers of the target business may be used to finance operations of the target business.

Thepayment to an affiliate of our sponsor of a monthly fee of $10,000 is for general and administrative services including office space,utilities and secretarial and administrative support. However, pursuant to the terms of such agreement, we may delay payment of suchmonthly fee upon a determination by our audit committee that we lack sufficient funds held outside the trust to pay actual or anticipatedexpenses in connection with our initial business combination. Any such unpaid amount will accrue without interest and be due and payableno later than the date of the consummation of our initial business combination. We believe that the fee charged by an affiliate of oursponsor is at least as favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon. completionof our initial business combination or the distribution of the trust account to our public shareholders. Other than the $10,000 per monthfee, no compensation of any kind (including finder’s,consulting or other similar fees) will be paid to any of our existing officers, directors, shareholders, or any of their affiliates,prior to, or for any services they render in order to effectuate, the consummation of the business combination (regardless of the typeof transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connectionwith activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable targetbusinesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective targetbusinesses to examine their operations. Since the role of present management after a business combination is uncertain, we have no abilityto determine what remuneration, if any, will be paid to those persons after a business combination.

Regardlessof whether the over-allotment option is exercised in full, the net proceeds from this offering available to us out of trust for our workingcapital requirements in searching for a business combination will be approximately $1,000,000. We intend to use the excess working capitalavailable for miscellaneous expenses such as paying fees to consultants to assist us with our search for a target business and for directorand officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and otherexpenses of structuring and negotiating business combinations exceed our estimates, as well as for reimbursement of any out-of-pocketexpenses incurred by our initial shareholders, officers and directors in connection with activities on our behalf as described above.We will also be entitled to have interest earned on the funds held in the trust account released to us to pay any tax obligations thatwe may owe.

Theallocation of the net proceeds available to us outside of the trust account, along with the interest earned on the funds held in thetrust account available to us (excluding taxes payable on the interest earned on the trust account), represents our best estimate ofthe intended uses of these funds. In the event that our assumptions prove to be inaccurate, we may reallocate some of such proceeds withinthe above-described categories. If our estimate of the costs of undertaking in-depth due diligence and negotiating our initial businesscombination is less than the actual amount necessary to do so, or the amount of interest available from the trust account is insufficientas a result of the current low interest rate environment, we may be required to raise additional capital, the amount, availability andcost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investmentsfrom members of our management team, but such members of our management team are not under any obligation to advance funds to, or investin, us.

Wewill likely use a substantial portion of the net proceeds of this offering, including the funds held in the trust account, to acquirea target business, to pay holders who wish to convert or sell their shares to us for a portion of the funds held in the trust accountand to pay our expenses relating thereto. If the payment of our liabilities, including the deferred underwriting discounts and commissionspayable to the underwriters in an amount up to 1.0% of the total gross proceeds raised in the offering, were to reduce the amount availableto us in trust necessary to pay all holders who wish to convert or sell their shares to us for a portion of the funds held in the trustaccount, we would not be able to consummate such transaction. To the extent that our share capital is used in whole or in part as considerationto effect a business combination, the proceeds held in the trust account which are not used to consummate a business combination, topay holders who wish to convert their shares into a portion of the funds held in the trust account or pay our expenses relating theretowill be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to financethe operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expandingthe target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products.

Tothe extent we are unable to consummate a business combination, we will pay the costs of liquidating our trust account from our remainingassets outside of the trust account. If such funds are insufficient, SB Capital Holding Corporation, has agreed to advance us the fundsnecessary to complete such liquidation (currently anticipated to be no more than $18,500) and has agreed not to seek repayment of suchexpenses.

Asof March 31, 2022, SB Capital Holding Corporation, had loaned to us an aggregate of $27,342 to be used to pay formation and a portionof the expenses of this offering. The loan is payable without interest on the date on which we consummate our initial public offering.If we determine not to proceed with the offering, such amounts would not be repaid.

Inorder to meet our working capital needs following the consummation of this offering, our initial shareholders, officers and directorsor their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”), fromtime to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissorynote. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’sdiscretion, up to $600,000 of the notes may be converted upon consummation of our business combination into private units at a priceof $10.00 per unit. Our shareholders have approved the issuance of the units and underlying securities upon conversion of such notes,to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do notcomplete a business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.These notes would be in addition to any notes we issued in exchange for the funds necessary to extend our life.

Apublic shareholder will be entitled to receive funds from the trust account (including interest earned on his, her or its portion ofthe trust account to the extent not previously released to us to pay our tax obligations) only in the event of (i) the redemption ofour public shares if we are unable to consummate our initial business combination within the required time period or (ii) if that publicshareholder converts such public shares or sells them to us in a tender offer in each case in connection with a business combinationwhich we consummate or (iii) in connection with an amendment to our amended and restated memorandum and articles of association priorto the consummation of an initial business combination. In no other circumstances will a public shareholder have any right or interestof any kind to or in the trust account.

DIVIDENDPOLICY

Wehave not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of aninitial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capitalrequirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequentto a business combination will be within the discretion of our board of directors at such time. It is the present intention of our boardof directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipatedeclaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipatedeclaring any share capitalizations in the foreseeable future, except if we increase the size of the offering pursuant to Rule 462(b)under the Securities Act, in which case we will effect a share capitalizations immediately prior to the consummation of the offeringin such amount as to maintain our initial shareholders’ ownership at 20% of our issued and outstanding ordinary shares upon theconsummation of this offering (excluding ownership of the private units). Further, if we incur any indebtedness, our ability to declaredividends may be limited by restrictive covenants we may agree to in connection therewith.

DILUTION

Thedifference between the public offering price per share, assuming no value is attributed to the redeemable warrants included in the unitswe are offering by this prospectus and included in the private units, and the pro forma net tangible book value per share after thisoffering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the saleand exercise of warrants, including the private warrants. Net tangible book value per share is determined by dividing our net tangiblebook value, which is our total tangible assets less total liabilities by the number of issued and outstanding ordinary shares.

AtMarch 31, 2022, our net tangible book value was a deficit of $52,342 or approximately $(0.04)   per share. For the purposesof the dilution calculation, in order to present the maximum estimated dilution as a result of this offering, we have assumed the issuanceof 0.10 of a share for each right outstanding, as such issuance will occur upon a business combination without the payment of additionalconsideration. After giving effect to the sale of 6,000,000 (or 6,900,000 if the underwriters exercise their over-allotment optionin full) ordinary shares included in the units we are offering by this prospectus, the 600,000 ordinary shares issuable upon conversionof 6,000,000 rights, the sale of the private placement units, including the 28,000 ordinary shares issuable upon conversion of 380,000private placement rights, and the deduction of underwriting discounts and estimated expenses of this offering, and the saleof the private units, our pro forma net tangible book value at March 31, 2022 would have been $392,158 (or 302,158 if the underwritersexercise their over-allotment option in full) or $0.16 (or $0.11) per share, representing an immediate increase in net tangible bookvalue of $0.20 (or $0.14) per share to our insiders and an immediate dilution of 98.21 % (or 98.79%) per share or $8.93 (or $8.98) tonew investors not exercising their redemption rights. For purposes of presentation, our pro forma net tangible book value after thisoffering is $60,000,000 (or $69,000,000 if the underwriters exercise their over-allotment option in full) less than it otherwise wouldhave been because if we effect our initial business combination, the redemption rights of the public shareholders (but not our insiders)may result in the conversion or tender of up to 6,000,000 shares (or 6,900,000 shares if the underwriters exercise their over-allotmentoption in full) sold in this offering.

Thefollowing table illustrates the dilution to the new investors on a per-share basis, assuming no value is attributed to the redeemablewarrants, including the private warrants:

Forpurposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters’over-allotment option) by $60,000,000 because holders of up to 100% of our public shares may redeem their shares for a pro rata shareof the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust accountas set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two days prior tothe commencement of our tender offer or stockholders meeting, including interest earned on the funds held in the trust account and notpreviously released to us to pay our taxes), divided by the number of shares of ordinary shares sold in this offering.

Thefollowing table sets forth information with respect to our initial shareholders and the new investors:

Thepro forma net tangible book value after the offering is calculated as follows:

CAPITALIZATION

Thefollowing table sets forth our capitalization at March 31, 2022 and as adjusted to give effect to the sale of our units and the privateunits and the application of the estimated net proceeds derived from the sale of such securities: